Exhibit 4.B MASTER TRUST AGREEMENT Between _ FORD MOTOR COMPANY And FIDELITY MANAGEMENT TRUST COMPANY _ FORD DEFINED CONTRIBUTION PLANS MASTER TRUST Dated...

Exhibit 4.B

MASTER TRUST AGREEMENT

Between

_________________________________________________

FORD MOTOR COMPANY

And

FIDELITY MANAGEMENT TRUST COMPANY

_________________________________________________

FORD DEFINED CONTRIBUTION PLANS

MASTER TRUST

Dated as of September 30, 1995

TABLE OF CONTENTS

Section Page
- ------- ----

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

2 Trust ....................................................... 4
(a) Establishment of Trust
(b) Trust Property

3 Exclusive Benefit and Reversion of Company Contributions .... 4

4 Investment of Master Trust .................................. 5
(a) Selection of Investment Options
(b) Available Investment Options
(1) Fidelity Mutual Funds
(2) Outside Mutual Funds
(3) Ford Stock Fund
(4) Loans to Participants
(5) Commingled Pools
(6) Separately Managed Portfolios
(7) Investment Contracts
(c) Master Trustee Powers
(d) Investment Authority

5 Participant Directions ...................................... 14
(a) Investments
(b) Disbursements

6 Recordkeeping and Administrative Services to Be Performed ... 15
(a) General
(b) Accounts
(c) Inspection and Audit
(d) Effect of Plan Amendment
(e) Returns, Reports and Information
(f) Allocation of Plan Interests

7 Compensation and Expenses ................................... 16

8 Directions and Indemnification .............................. 17
(a) Directions from Company or Administrator
(b) Conduct
(c) Co-Fiduciary Liability
(d) Responsibility
(e) Survival

9 Resignation or Removal of Master Trustee .................... 18
(a) Resignation
(b) Removal

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TABLE OF CONTENTS
(Continued)

Section Page
- ------- ----

10 Successor Master Trustee...................................... 18
(a) Appointment
(b) Acceptance
(c) Corporate Action

11 Termination................................................... 19

12 Resignation, Removal, and Termination Notices................. 19

13 Duration...................................................... 19

14 Amendment or Modification..................................... 19

15 General....................................................... 20
(a) Performance by Master Trustee, its Agents or Affiliates
(b) Entire Agreement
(c) Waiver
(d) Successors and Assigns
(e) Partial Invalidity
(f) Section Headings

16 Governing Law................................................. 20
(a) Massachusetts Law Controls
(b) Which Agreement Controls

17 Plan Qualification............................................ 21

Schedules
- ---------
A. Recordkeeping and Administrative Services
B. Fee Schedule
C. Investment Options
D. IRS Determination Letter or Opinion of Counsel
E. Existing GICs
F. Telephone Exchange Procedures
G. Investment Guidelines for Interest Income Fund

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TRUST AGREEMENT, dated as of the 30th day of September, 1995, between
FORD MOTOR COMPANY, a Michigan corporation, having an ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Company"), and FIDELITY MANAGEMENT TRUST
COMPANY, a Massachusetts trust company, having an office at ▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Master Trustee").

WITNESSETH:

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

WHEREAS, the Master Trustee has been appointed as Trustee by the
Company under the SSIP and the TESPHE; and

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

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

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

WHEREAS, Comerica Bank has been appointed by the Company as trustee
for a separate trust under the ESOP to hold the unallocated shares of
Ford Motor Company Common Stock and to borrow such funds as shall be deemed
necessary to purchase such shares on behalf of the ESOP.

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

Section 1. Definitions. The following terms as used in this Master Trust
Agreement have the meaning indicated unless the context clearly requires
otherwise:

(a) "Administrator" shall mean, with respect to the SSIP and TESPHE, Ford
Motor Company and, with respect to plans whose assets may be included in
the future, the sponsor of such plans.

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

(d) "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.

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

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

(g) "ESOP Trustee" shall mean Comerica Bank or such successor trustee for
unallocated shares of Ford Stock under the Employee Stock Ownership Plan
("ESOP"), as appointed by Ford Motor Company.

(h) "Existing GICs" shall mean each class year guaranteed investment
contract heretofore entered into by the Company or predecessor trustee
and specifically identified on Schedule "E" attached hereto.

(i) "FBSI" shall mean Fidelity Brokerage Services, Inc., an affiliate of the
Trustee.

(j) "Fidelity Mutual Fund" shall mean any investment company advised by
Fidelity Management & Research Company (or any of its affiliates) which
is listed on Schedule "A".

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

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(l) "Ford Stock Fund" shall mean the investment option in which
investments of Ford Stock are made.

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

(n) "Group Trust" shall mean The Fidelity Group Trust for Employee
Benefit Plans, a group trust maintained by the Trustee for
qualified plans.

(o) "Investment Manager" shall mean (i) an investment adviser
registered under the Investment Advisers Act of 1940 (ii) a bank,
as defined in that Act or (iii) an insurance company qualified to
perform investment management service under the laws of more than
one state.

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

(q) "Master Trustee" shall mean Fidelity Management Trust Company, a
Massachusetts trust company and any successor to all or
substantially all of its trust business as described in Section
10(c). The term Master Trustee shall also include any successor
trustee appointed pursuant to Section 10 to the extent such
successor agrees to serve as Master Trustee under this Agreement.

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

(s) "Outside Mutual Fund" shall mean any investment company not advised
by Fidelity Management & Research Company (or any of its
affiliates) which is listed on Schedule "A".

(t) "Participant" shall mean, with respect to the Plans, any employee
(or former employee) 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.

(u) "Participant Recordkeeping Reconciliation Period" shall mean the
period beginning on the date of the initial transfer of assets to
the Master Trust and ending on the date of the completion of the
reconciliation of participant records.

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(v) "Plans" shall mean the Ford Motor Company qualified plans designated
in the recitals and shall include such other qualified defined
contribution plans which are maintained by the Company or any of its
subsidiaries or affiliates for the benefit of their eligible
employees as may be designated by the Company in writing to the
Trustee as Plans hereunder. Each reference to "a Plan" or "the
Plans" in this Agreement shall mean and include the Plan or Plans
to which the particular provision of this Agreement
is being applied or all Plans, as the context may require.

(w) "Reporting Date" shall mean the last day of each calendar quarter, the
date as of which the Trustee resigns or is removed pursuant to
Section 9 hereof and the date as of which this Agreement terminates
pursuant to Section 11 hereof.

Section 2. Trust.

(a) Establishment of Trust. The Company hereby appoints the
Master Trustee as trustee and the Master Trustee hereby accepts the trust on
the terms and conditions hereinafter set forth.

(b) Trust Property. The Master Trust shall consist of money or
other property acceptable to the Master Trustee, in its sole discretion, that
(i) are transferred to it by Comerica Bank, predecessor trustee under the SSIP
and the TESPHE, on behalf of separate trusts established under each such plan
concurrently with the establishment of this Master Trust, or by the trustee of
such trusts, (ii) are paid to it by the Company or transferred to it from the
trustee of a separate trust under each plan permitted by the Company and the
Master Trustee to participate in the Master Trust, (iii) are paid to it by the
Company or other subsidiaries with respect to such plans in the forms of
additional sums of money or Ford Stock or other property acceptable to the
Master Trustee, (iv) are paid to it by the Company or by participants to the
Plan as contributions to the Plan or that may be rolled over in cash by an
eligible employee from the plan of such employee's prior employer or from a
"conduit ▇▇▇", pursuant to the provisions of any plan participating in the
Master Trust and the provisions of the Summary Plan Description applicable to
such plan, and (v) are transferred to it in the form of shares of Ford Stock by
the ESOP Trustee.

Section 3. Exclusive Benefit and Reversion of Company Contributions. Except as
provided under applicable law and the provisions of each of the plans
participating in the Master Trust, no part of the Master Trust allocable to any
plan participating in the Master Trust may be used for, or diverted to,
purposes other than the exclusive benefit of the participants in such

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Plans or their beneficiaries or other person entitled thereto prior to the
satisfaction of all liabilities with respect to the participants and their
beneficiaries.

Section 4. Investment of Master Trust.

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

(b) Available Investment Options. The Company shall direct the
Master Trustee as to what investment options: (i) the Master Trust shall be
invested during the Participant Recordkeeping Reconciliation Period, and (ii)
the investment options in which Participants may invest in following such
period, subject to the limitations described in this Section 4.
The Company may determine to offer as investment options: (i) Fidelity
Mutual Funds, (ii) Outside Mutual Funds, (iii) Separately Managed Portfolios,
(iv) Ford Stock, (v) Notes evidencing loans to Participants in accordance with
the terms of the Plans, (vi) Existing GICs, and (vii) Commingled Pools. The
investment options selected by the Company are identified on Schedule "A"
attached hereto and in the Summary Plan Description provided to plan
participants. The Company may add, delete or substitute additional
investment options upon mutual amendment of this Master Trust Agreement and the
Schedules thereto to reflect such additions.

(1) Fidelity Mutual Funds. The Company hereby acknowledges that
it has received from the Master Trustee a copy of the prospectus for each
Fidelity Mutual Fund selected by the Company as a Plan investment option.
Master Trust investments in Fidelity Mutual Funds shall be subject to the
following limitations

(i) Execution of Purchases and Sales. Purchases of Fidelity
Mutual Funds with contributions made by the Company or participants (other than
for exchanges) shall be made on the date on which the Master Trustee receives
from the Company in good order the information and documentation necessary to
accurately effect such purchases or, if later, the date on which the Master
Trustee has received a wire transfer of funds necessary to make such purchase.
Exchanges or sales of Fidelity Mutual Funds shall be made at the direction of
Participants in accordance with the Telephone Exchange Guidelines attached
hereto as Schedule "F".

(ii) Voting. At the time of mailing of notice of each
annual or special stockholders' meeting of any Fidelity Mutual Fund, the Master
Trustee shall send a copy of the notice and all proxy solicitation materials
to each Participant who has shares of the

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Fidelity Mutual Fund credited to the Participant's accounts, together with a
voting direction form for return to the Master Trustee or its designee. The
Participant shall have the right to direct the Master Trustee as to the manner
in which the Master Trustee is to vote the shares credited to the Participant's
accounts (both vested and unvested). The Master Trustee shall vote the shares
only as directed by the Participant. With respect to all rights other than the
right to vote, the Master Trustee shall follow the directions of the
Participant.

(2) Outside Mutual Funds: Master Trust investments in Outside
Mutual Funds, shall be subject to the following limitations:

(i) Execution of Purchases and Sales. Purchases, sales and
exchanges of the Outside Mutual Funds shall be made in accordance with
the operating procedures established for each fund.

(ii) Voting. The Master Trustee shall provide each
Participant with the right to direct the manner in which Outside Mutual Fund
shares credited to the Participant's account shall be voted. The Master
Trustee may retain at its expense the services of a third-party vendor to
handle proxy solicitation mailings and tabulation for Outside Mutual Funds.
The Master Trustee or third party vender shall send the notice of stockholders'
meeting and all proxy solicitation materials to each Participant who has
shares of the Outside Mutual Fund credited to the Participant's account,
together with a voting direction form for return to the Master Trustee or the
third-party vendor acting as its designee, Outside Mutual Fund shares shall be
voted as directed by the Participant. The Master Trustee shall not vote
shares of Outside Mutual Funds for which it has received no directions from
the Company or from Participants.

(3) Ford Stock Fund. Master Trust investments in Ford Stock shall
be made via the Ford Stock Fund. While investments in the Ford Stock Fund
shall consist primarily of shares of Ford Stock, in order to satisfy daily
participant requests for transfers and payments, the Ford Stock Fund shall also
hold cash or other short-term liquid investments. Such holdings may include
investments in (i) Fidelity Institutional Cash Portfolios: Money Market: Class
A "FICAP", or (ii) such other Mutual Fund or commingled pool as agreed to by
the Company and Master Trustee. A target percentage and drift allowance for
short-term liquid investments shall be agreed to in writing by the Company and
Master Trustee, and the Master Trustee shall be responsible for ensuring that
the percentage of these investments falls within the agreed upon range over
time. The Company shall have the right to direct the Master Trustee as to the
manner in which the Master Trustee is to vote the shares of a mutual fund used
as the liquidity reserve.

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Each participant's proportional interest in the Ford Stock Fund shall
be measured in units of participation, rather than shares of Ford Stock. Such
units shall represent a proportionate interest in all of the assets of the Ford
Stock Fund, which includes shares of Ford Stock, short-term, liquid investments
and at times, receivables for dividends, interest or Ford Stock sold and
payables for Ford Stock purchased.

Each day, the Master Trustee shall determine a NAV for each unit
outstanding of the Ford Stock Fund. The NAV will fluctuate daily and shall be
adjusted by dividends paid on the shares of Ford Stock held by the Ford Stock
Fund, gains or losses realized on sales of Ford Stock, appreciation or
depreciation in the market price of shares owned, and interest on the
short-term investments held by the Ford Stock Fund. Dividends received by the
Ford Stock Fund shall be reinvested in additional units of the Ford Stock Fund.

The Master Trustee shall act in accordance with the directions of the
ESOP Trustee as to the proper amount of cash dividends payable on Company Stock
from time to time to be transferred to the ESOP Trustee for the repayment of
the ESOP loan(s) and the number of shares of Company Stock to be transferred
from the ESOP Trustee to the Master Trustee to be allocated to the accounts of
plan participants in the Ford Stock Fund.

Investments in Ford Stock shall be subject to the following
limitations:

(i) Acquisition Limit. Pursuant to the applicable provisions of
Plans, the Master Trust may be invested in Ford Stock to the extent necessary
to comply with investment directions under Section 4(b)(3) of this Agreement.

(ii) Fiduciary Duty of Company. The Company shall continually
monitor the suitability under the fiduciary duty rules of section 404(a)(1) of
ERISA (as modified by section 404(a)(2) of ERISA) of acquiring and holding Ford
Stock. The Master Trustee shall not be liable for any loss, or by reason of
any breach, which arises from the provisions of the Plans with respect to the
acquisition and holding of Ford Stock, unless it is clear on their face that
the actions to be taken would be prohibited by the foregoing fiduciary duty
rules or would be contrary to the terms of the Plans or this Agreement. It
shall be the responsibility of the Company to determine and assure that any
securities which are issued by the Company and which are to be held in the
Master Trust satisfy the definition of Ford Stock. At the request of the Master
Trustee, the Company shall provide a legal opinion reasonably satisfactory to
the Master Trustee that any such securities meet the definition of Ford Stock.

(iii) Execution of Purchases and Sales. (A) Purchases and sales of
Ford Stock shall be made on the open market, or in such other manner as the
Master Trustee shall determine, or if mutually agreed upon between the Company
and the Master Trustee, purchases from the Company shall be transacted at a
price to be mutually agreed upon, and no commission fees shall be charged to
the Ford Stock Fund for such trades. Exchanges of

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Ford Stock Fund units by participants shall be made in accordance with the
Telephone Exchange Guidelines attached hereto as Schedule "F".

(iv) Use of an Affiliated Broker. The Company hereby directs the
Master Trustee to use FBSI to provide brokerage services in connection with any
purchase or sale of Ford Stock in accordance with directions from Participants.
FBSI shall execute such directions directly or through its affiliate, National
Financial Services Company ("NFSC"), on a best execution basis. The provision
of brokerage services shall be subject to the following:

(a) As consideration for such brokerage services, the
Company agrees that FBSI shall be entitled to remuneration under this
authorization provision in the amount of 3.5 cents commission from the Company
on each share of Ford Stock, provided that no purchases shall be payable on
transactions with the Company. Any change in such remuneration may be made
only by a signed agreement between Company and Master Trustee.

(b) Following the procedures set forth in Department of
Labor Prohibited Transaction Class Exemption 86-128, the Master Trustee will
provide the Company with the following documents: (1) a description of FBSI's
brokerage placement practices; (2) a copy of PTCE 86-128; and (3) a form by
which the Company may terminate this authorization to use a broker affiliated
with the Master Trustee. The Master Trustee will provide the Company with this
termination form annually, as well as an annual report which summarizes all
securities transaction-related charges incurred by the Plans, and the Plans'
annualized turnover rate.

(c) Any successor organization of FBSI, through
reorganization, consolidation, merger or similar transactions, shall, upon
consummation of such transaction, become the successor broker in accordance
with the terms of this authorization provision.

(d) The Master Trustee and FBSI shall continue to rely on
this authorization provision until notified to the contrary. The Company
reserves the right to terminate this authorization upon sixty (60) days prior
written notice to FBSI (or its successor) and the Master Trustee.

(v) Securities Law Reports. The Company shall be
responsible for filing all reports required under Federal or state securities
laws with respect to the Master Trust's ownership of Ford Stock, including,
without limitation, any reports required under section 13 or 16 of the
Securities Exchange Act of 1934, except for any such reports which the Master
Trustee is required to file, and shall immediately notify the Master Trustee in
writing of any

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requirement to stop purchases or sales of Ford Stock pending the filing of any
report. The Master Trustee shall provide to the Company such information on
the Master Trust's ownership of Ford Stock as the Company may reasonably
request in order to comply with Federal or state securities laws.

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

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

(b) Each Participant shall have the right to direct the Master
Trustee as to the manner in which the Master Trustee is to vote that number of
shares of Ford Stock attributable to the Participant's interest in the Ford
Stock Fund. Directions from a Participant to the Master Trustee concerning the
voting of Ford Stock shall be communicated in writing, or by mailgram or
similar means as determined by the Master Trustee. These directions shall be
held in confidence by the Master Trustee and shall not be divulged to the
Company, or any officer or employee thereof, or any other person. Upon its
receipt of the directions, the Master Trustee shall vote the shares of Ford
Stock as directed by the Participant. The Master Trustee shall vote shares of
Ford Stock credited to a Participant's accounts for which it has received no
directions from the Participant in the same proportion on each issue as it
votes those shares credited to Participants' accounts for which it received
voting directions from Participants.

(vii) General. With respect to all rights other than the
right to vote, in the case of Ford Stock credited to a Participant's accounts,
the Trustee shall follow the directions of the Participant.

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(viii) Conversion. All provisions in this Section 4(b)(3)
shall also apply to any securities received as a result of a conversion of Ford
Stock.

(4) Loans to Participants

(i) To originate a participant loan, the Plans participant
shall direct the Master Trustee as to the term and amount of the loan to be
made from the participant's individual account. Such directions shall be made
by Plans participants by use of the telephone exchange system maintained for
such purpose by the Master Trustee or its agent. The Master Trustee shall
determine, based on the current value of the participant's account on the date
of the request and any guidelines provided by the Company, the amount available
for the loan. Based on the interest rate supplied by the Company in accordance
with the terms of the Plans, the Master Trustee shall advise the participant of
such interest rate, as well as the installment payment amounts. In the case of
participant residential loans, the Master Trustee shall forward the loan
document to the participant for execution and submission for approval to the
Master Trustee. The Master Trustee shall distribute the loan note with the
proceeds check to the participant. The Master Trustee also shall distribute
truth-in-lending disclosure to the participant. To facilitate recordkeeping,
the Master Trustee may destroy the original of any promissory note made in
connection with a loan to a participant under the Plans, provided that the
Master Trustee first creates a duplicate by a photographic or optical scanning
or other process yielding a reasonable facsimile of the promissory note and the
Plans participant's signature thereon, which duplicate may be reduced or
enlarged in size from the actual size of the original promissory note.

(ii) Principal and interest payments on parcipant loans shall
be remitted to the Master Trustee (1) by the Company in the case of active
employees, (2) by Comerica Bank in the case of amounts deducted from pension
payments on loans made prior to October 1, 1995, and (3) directly from former
employees in other cases.

(iii) The Administrator shall continue to hold participant
loan notes issued before the effective date of this Agreement as agent for the
Master Trustee.

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

(i) The Company hereby agrees to the Plans' participation in
the Group Trust and adopts the terms of the Group Trust as a part of this
Agreement. Additionally, the Company acknowledges that it has received from
the Master Trustee a copy of the terms of the Group Trust

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and the terms of the Declaration of Separate Fund for each separate fund of the
Group Trust selected by the Company.

(ii) The Master Trustee shall at the direction of the
Investment Manager transfer all or any specified assets of a Separately Managed
Portfolio to any Commingled Pool which is maintained by such Investment
Manager, an affiliate thereof or any other entity which is a bank, and
whereupon the instrument establishing such Commingled Pool, as amended from
time to time shall constitute a part of the Master Trust, provided, however,
that following the transfer of funds to the bank, the Master Trustee shall have
no responsibility with respect to the holding, investment or administration of
such funds.

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

(iv) Purchases, sales, and exchanges of Commingled Pools other
than the Group Master Trust shall be made in accordance with Operational
Procedures to be established.

(6) Separately Managed Portfolios: At the Company's direction the
Master Trustee shall separate all or a portion of the Master Trust into one or
more Separately Managed Portfolios. Each Separately Managed Portfolio may be
invested in individual equity and debt securities, whether domestic or foreign,
mutual funds, commingled pools, and any other property or investments, in the
sole judgment of the person who is directing the investments of such Separately
Managed Portfolio.
The Company shall from time to time specify by written notice to the
Master Trustee whether the investment of the Separately Managed Portfolio shall
be managed by the Master Trustee, or shall be directed by one or more
Investment Managers, or whether both the Master Trustee and one or more
Investment Managers are to participate in the investment management of the
Separately Managed Portfolio. The Company shall be responsible for
ascertaining that while each Investment Manager is acting in such capacity
hereunder, such Investment Manager acknowledges that it is a fiduciary within
the meaning of Section 3(21)(A) of ERISA, with respect to the Plans.
The Master Trustee shall follow the directions of an Investment Manager
regarding the investment and reinvestment of the Master Trust, or such portion
thereof as shall be under management by the Investment Manager, and shall be
under no duty or obligation to review any investment to be acquired, held or
disposed of pursuant to such directions nor to make any recommendations with
respect to the disposition or continued retention of any such

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investment. The Master Trustee shall have no liability or responsibility for
acting without question on the direction of, or failing to act in the absence
of any direction from an Investment Manager, unless the Master Trustee has
knowledge that by such action or failure to act it will be participating in or
undertaking to conceal a breach of fiduciary duty by that Investment Manager.

The Investment Manager at any time and from time to time may issue
orders for the purchase or sale of securities or investments directly to a
broker. In order to facilitate such transactions, the Master Trustee, upon
direction by the Investment Manager, shall execute and deliver appropriate
trading authorizations, provided, however, that the Master Trustee may require
evidence that all risks associated with such purchase or sale of securities or
other investments by the Investment Manager are acknowledged by the Company and
the Investment Manager. Written notification of the issuance of each such order
shall be given promptly to the Master Trustee by the Investment Manager and the
execution of each such order shall be confirmed to the Master Trustee by the
broker. Such notification shall be authority for the Master Trustee to pay for
securities purchased against receipt thereof and to deliver securities sold
against payment therefor, as the case may be. The Master Trustee is also
authorized to execute and deliver appropriate trading authorizations when
notified by the Investment Manager by other means of communication mutually
agreed upon by the Master Trustee and the Investment Manager.

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.

(7) Investment Contracts. Master Trust investments in GICs shall
be subject to the following limitations:

(i) In accordance with Section 403(a) of ERISA the Company
hereby directs the Master Trustee to continue to hold Existing GICs until
contract maturity or until directed otherwise by the Company. Contract proceeds
payable upon the maturity of an Existing GIC shall be allocated to the
Separately Managed Portfolio described in (ii) below.

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(ii) The Company hereby appoints the Master Trustee to
exercise investment management authority for a Separately Managed Portfolio
which invests primarily in a well-diversified portfolio of fixed-income
investments, including GICs, individual fixed income securities, and units in
a fixed-income Commingled Pool. The Company directs the Master Trustee to
choose such investments in accordance with the Investment Guidelines for the
Interest Income Fund attached hereto as Schedule "G".

(iii) The Company may appoint one or more Investment Managers
to manage a portion of the Separately Managed Portfolio described in (ii) above
pursuant to a written agreement by the Company with the Investment Manager.

(iv) In order to provide the necessary monies for exchanges
or redemption from the Separately Managed Portfolio described in (ii) above, the
Company agrees that the Master Trustee shall maintain a liquidity reserve
allocated to such investment option in (i) FICAP or (ii) such other Mutual Fund
or commingled pool as agreed to by the Company and the Master Trustee. The
target percentage and drift allowance to be held in the liquidity reserve shall
be set forth in Schedule "G" or otherwise agreed upon by the Master Trustee and
Company in writing and the Master Trustee shall be responsible for ensuring
that this target percentage falls within the agreed upon range, over time.

(i) Subject to the limitations imposed by this Section 4,
to sell, exchange, convey, transfer, or otherwise dispose of any property held
in the Master Trust, by private contract or at public auction. No person
dealing with the Master Trustee shall be bound to see to the application of the
purchase money or other property delivered to the Master Trustee or to inquire
into the validity, expediency, or propriety of any such sale or other
disposition.

(ii) Subject to the limitations of this Section 4, to invest
in GICs and short term investments (including interest bearing accounts with
the Master Trustee or money market mutual funds advised by affiliates of the
Master Trustee) and in collective investment funds maintained by the Master
Trustee for qualified plans, in which case the provisions of each collective
investment fund in which the Master Trust is invested shall be deemed adopted
by the Company and the provisions thereof incorported as a part of this Master
Trust as long as the fund remains exempt from taxation under Sections 401(a)
and 501(a) of the Internal Revenue Code of 1986, as amended.

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

(iv) To borrow funds from a bank not affiliated with the
Master Trustee in order to provide sufficient liquidity to process Plans
transactions in a timely fashion, provided that the cost of such borrowing
shall be allocated in a reasonable fashion to the investment fund(s) in need of
liquidity;

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

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

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

(d) Investment Authority. The Master Trustee shall be considered a
fiduciary with discretionary investment authority only with respect to Plans
assets invested in the Group Master Trust or in a Separately Managed Portfolio
for which the Master Trustee has been appointed to exercise management
authority.

Section 5. Participant Directions.

(a) Investments. Each Participant shall be responsible for
directing the Master Trustee in which investment option(s) to invest the assets
in the participant's individual accounts. Such directions may be made by
Participants by use of the telephone exchange system maintained for such
purposes by the Master Trustee or its agent, in accordance with written
Telephone Exchange Guidelines attached hereto as Schedule "F". In the event that
the Master Trustee fails to receive a proper direction, the assets shall be
invested in the Interest Income Fund while the Master Trustee seeks a proper
direction. The Master Trustee

-14-

shall not be liable for any loss, or by reason of any breach, which arises from
the Participant's exercise or non-exercise of rights under this Agreement over
the assets in the Participant's accounts.

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

Section 6. Recordkeeping and Administrative Services to Be Performed.

(a) General. The Master Trustee or Fidelity Investments Retirement
Services Company, an affiliate of the Master Trustee, shall perform those
recordkeeping and administrative functions described in Schedule "A" attached
hereto. These recordkeeping and administrative functions shall be performed
within the framework of the Company's written directions regarding the Plans'
provisions, guidelines and interpretations.

(b) Accounts. The Master Trustee shall keep accurate accounts of
all investments, receipts, disbursements, and other transactions hereunder, and
shall report the value of the assets held in the Master Trust as of each
Reporting Date. Within thirty (30) days following each Reporting Date or
within sixty (60) days in the case of a Reporting Date caused by the
resignation or removal of the Master Trustee, or the termination of this
Agreement, the Master Trustee shall file with the Company a written account
setting forth all investments, receipts, disbursements, and other transactions
effected by the Master Trustee between the Reporting Date and the prior
Reporting Date, and setting forth the value of the Master Trust as of the
Reporting Date. Except as otherwise required under ERISA, upon the expiration
of eight (8) months from the date of filing such account with the Company, the
Master Trustee shall have no liability or further accountabiltiy to anyone with
respect to the propriety of its acts or transactions shown in such account,
except with respect to such acts or transactions as to which the Company shall
within such eight (8) month period file with the Master Trustee written
objections.

(c) Inspection and Audit. All records generated by the Master
Trustee in accordance with paragraphs (a) and (b) shall be open to inspection
and audit, during the Master Trustee's regular business hours prior to the
termination of this Agreement, by the Company or any person designated by the
Company. Upon the resignation or removal of the Master Trustee or the
termination of this Agreement, the Master Trustee shall provide to the Company,
at no expense to the Company, in the format regularly provided to the Company,
a

-15-

statement of each Participant's accounts as of the registration, removal, or
termination, and the Master Trustee shall provide to the Company or the Plans'
new recordkeeper such further records as are reasonable, at the Company's
expense.

(d) Effect of Plan Amendment. A confirmation of the current
qualified status of each Plan is attached hereto as Schedule "D". The
Master Trustee's provision of the recordkeeping and administrative services set
forth in this Section 6 shall be conditioned on the Company delivering to the
Master Trustee a copy of any amendment to the Plans as soon as administratively
feasible following the amendment's adoption, with, if requested, an IRS
determination letter or an opinion of counsel substantially in the form of
Schedule "D" covering such amendment, and on the Company providing the Master
Trustee on a timely basis with all the information the Company deems necessary
for the Master Trustee to perform the recordkeeping and administrative services
and such other information as the Master Trustee may reasonably request.

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

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

Section 7. Compensation and Expenses. Within thirty (30) days of receipt of the
Master Trustee's ▇▇▇▇, which shall be computed and billed in accordance with
Schedule "B" attached hereto and made a part hereof, as amended from time to
time, the Company shall send to the Master Trustee a payment in such amount or,
to the extent that the Plan may permit, the Company may direct the Master
Trustee to deduct such amount from Participants' account. All expenses of the
Master Trustee relating directly to the acquisition and disposition of
investments constituting part of the Master Trust, and all taxes of any kind
whatsoever that

-16-

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 8. Directions and Responsibility.

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

(b) Conduct. The Master Trustee hereby agrees not to take any action
contrary to the Plans (as communicated to the Master Trustee) or the Summary
Plan Description provided to participants (as communicated to the Master
Trustee). The Master Trustee hereby acknowledges that it has received from
the Company a draft of the Summary Plan Description.

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

(d) Responsibility. The Company and the Master Trustee agree that they
will cooperate with each other in the event of litigation or other dispute to
determine the response that is appropriate to any claim made against the
Company or the Master Trustee or both

-17-

and the apportionment of the resulting expenses (including reasonable
attorneys' fees) and liability, if any, in connection with such claim. The
Company and the Master Trustee acknowledge that some claims may be made against
either or both parties even though only one of the parties would be responsible
under the Plans and the Agreement for the action, or inaction, that gives rise
to the claim and that the identity of the party whose action, or inaction,
gives rise to the claim may not always be clear. The parties agree that, in
general, claims arising by reason of interpretation of the Plan provisions or
by reason of Company directions or the directions of an Investment Manager will
be defended by the Company and the Company will be responsible forhe Company a
draft of the Summary Plan Description.

(c) Co-Fiduciary Liability. In any other case, the Master Trustee
shall not be liable for any loss, or by reason of any breach, arising from any
act or omission of another fiduciary under the Plill give notice to the other of
any controversy and each will
cooperate with the other to resolve such controversy.

(e) Survival. The provisions of this Section 8 shall survive the
termination of this Agreement.

Section 9. Resignation or Removal of Master Trustee.

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

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

Section 10. Successor Master Trustee.

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

(b) Acceptance. When the successor trustee accepts its appointment
under this Agreement, title to and possession of the Master Trust assets shall
immediately vest in the successor trustee without any further action on the
part of the predecessor trustee. The

-18-

predecessor trustee shall execute all instruments and do all acts that
reasonably may be necessary or reasonably may be requested in writing by the
Company or the successor trustee to vest title to all Master Trust assets in
the successor trustee or to deliver all Master Trust assets to the successor
trustee.

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

Section 11. Termination. This Agreement may be terminated at any time by the
Company upon sixty (60) days' notice in writing to the Master Trustee. On the
date of the termination of this Agreement, the Master Trustee shall forthwith
transfer and deliver to such individual or entity as the Company shall
designate, all cash and assets then constituting the Master Trust. If, by the
termination date, the Company has not notified the Master Trustee in writing as
to whom the assets and cash are to be transferred and delivered, the Master
Trustee may bring an appropriate action or proceeding for leave to deposit the
assets and cash in a court of competent jurisdiction. The Master Trustee shall
be reimbursed by the Company for all costs and expenses of the action or
proceeding including, without limitation, reasonable attorneys' fees and
disbursements.

Section 12. Resignation, Removal, and Termination Notices. All notices of
resignation, removal, or termination under this Agreement must be in writing
and mailed to the party to which the notice is being given by certified or
registered mail, return receipt requested, to the Company c/o ▇▇. ▇.▇.
▇▇▇▇▇▇▇▇, Vice President-Finance, Ford Motor Company, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇, and to the Master Trustee c/o ▇▇▇▇ ▇. ▇▇▇▇▇▇,
Fidelity Investments, ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
or to such other addresses as the parties have notified each other of in the
foregoing manner.

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

Section 14. Amendment or Modification. This Agreement may be amended or
modified at any time and from time to time only by an instrument executed by
both the Company and the Master Trustee. The Master Trustee and the Company may
negotiate in good faith amendments to Schedule "B" effective beginning five (5)
years after the effective date of this Agreement.

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Section 15. General.

(a) Performance by Master Trustee, its Agents or Affiliates. The
Company acknowledges and authorizes that the services to be provided under
this Agreement shall be provided by the Master Trustee, its agents or
affiliates, including Fidelity Investments Institutional Operations Company or
its successor, and that certain of such services may be provided pursuant to
one or more other contractual agreements or relationships. The Master Trustee
acknowledges and agrees that it shall remain fully responsible for the
performance of all services or duties performed under this Agreement by its
affiliates.

(b) Entire Agreement. This Agreement contains all of the terms agreed
upon between the parties with respect to the subject matter hereof.

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

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

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

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

Section 16. Governing Law.

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

-20-

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

Section 17. Plan Qualification. The Company shall be responsible for verifying
that while any assets of a particular Plans are held in the Master Trust, the
Plans (i) is qualified within the meaning of section 401(a) of the Code; (ii)
is permitted by existing or future rulings of the United States Treasury
Department to pool its funds in a group trust; and (iii) permits its assets to
be commingled for investment purposes with the assets of other such plans by
investing such assets in this Master Trust. If any Plan ceases to be qualified
within the meaning of section 401(a) of the Code, the Company shall notify the
Master Trustee as promptly as is reasonable. Upon receipt of such notice, the
Master Trustee shall promptly segregate and withdraw from the Master Trust, the
assets which are allocable to such disqualified Plans, and shall dispose of
such assets in the manner directed by the Company.

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

FORD MOTOR COMPANY

Attest: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By ▇.▇. ▇▇▇▇▇
--------------------------- ----------------------------

FIDELITY MANAGEMENT TRUST
COMPANY

Attest: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ By ▇▇▇▇ ▇. ▇'▇▇▇▇▇▇ ▇▇.
--------------------------- ----------------------------
Assistant Clerk Vice President

-21-

Schedule "A"

RECORDKEEPING AND ADMINISTRATIVE SERVICES

Administration

* Establishment and maintenance of participant account and election
percentages.

* Maintenance of sixty-three (63) plan investment options:

"CORE" INVESTMENT OPTIONS (13)
1. Ford Motor Company Unitized Stock Fund
2. Class year Contract 1993
3. Class year Contract 1994
4. Class year Contract 1995
5. Interest Income Fund
6. Common Stock Fund (Comerica Commingled Pools)
7. Bond Fund (▇▇▇▇▇ Fargo Commingled Pool)
8. Fidelity Magellan Fund
9. Fidelity Contrafund
10. Fidelity Overseas Fund
11. Fidelity Asset Manager: Income
12. Fidelity Asset Manager
13. Fidelity Asset Manager: Growth

"NON CORE" INVESTMENT OPTIONS (50)

1. Fidelity U.S. Investments - Government Securities Fund, L.P. 26. ▇▇▇▇▇▇▇
International Fund
2. Fidelity Investment Grade Bond Fund 27. ▇▇▇▇▇▇▇
Global Small Company Fund
3. Fidelity Global Bond Fund 28. ▇▇▇▇▇▇▇
Income Fund
4. Fidelity New Markets Income Fund 29. ▇▇▇▇▇▇▇
Global Fund
5. Fidelity Equity-Income Fund 30. ▇▇▇▇▇▇▇
International Bond Fund
6. Fidelity Puritan Fund 31. ▇▇▇▇▇▇▇
Growth and Income Fund
7. Fidelity Growth & Income Portfolio 32. ▇▇▇▇▇▇▇
Japan Fund
8. Fidelity Balanced Fund 33. ▇▇▇▇▇▇▇
Greater Europe Growth Fund
9. Fidelity Global Balanced Fund 34. ▇. ▇▇▇▇
Price High Yield Fund
10. Fidelity Utilities Fund 35. ▇. ▇▇▇▇
Price Spectrum Income Fund
11. Fidelity Real Estate Investment Portfolio 36. ▇. ▇▇▇▇
Price Spectrum Growth Fund
12. Fidelity Fund 37. ▇. ▇▇▇▇
Price New Horizons Fund
13. Fidelity Growth Company Fund 38. ▇. ▇▇▇▇
Price International Stock Fund
14. Fidelity Dividend Growth Fund 39. ▇. ▇▇▇▇
Price Latin America Fund
15. Fidelity Stock Selector 40. ▇. ▇▇▇▇
Price New Asia Fund
16. Fidelity Trend Fund 41. ▇. ▇▇▇▇
Price International Discovery Fund
17. Fidelity Small Cap Stock Fund 42. ▇. ▇▇▇▇
Price New Era Fund
18. Fidelity Capital Appreciation Fund 43.
Vanguard Index 500 Fund
19. Fidelity Retirement Growth Fund 44.
Vanguard Index Value Fund
20. Fidelity Value Fund 45.
Vanguard Index Growth Fund
21. Fidelity International Growth and Income Fund 46.
Vanguard Explorer Fund
22. Fidelity Worldwide Fund 47.
Vanguard Trustees International Fund
23. Fidelity Canada Fund 48.
Vanguard Life Strategy Conservative Fund
24. Fidelity Europe Fund 49.
Vanguard Life Strategy Moderate Fund
25. Fidelity Pacific Basin Fund 50.
Vanguard Life Strategy Growth Fund

* Maintenance of nine (9) money classifications:

- Tax Efficient Matched
- Tax Efficient Unmatched
- Regular Savings Matched
- Regular Savings Unmatched

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- Match on Tax Efficient
- Match on Regular Savings
- Ford Credit Match on Tax Efficient
- Ford Credit Match on Regular Savings
- Rollover

The Trustee will provide only the recordkeeping and administrative services
set forth on this Schedule "A" and as detailed in the Plan Administrative
Manual and no others.

A) PARTICIPANT TELEPHONE SERVICES

1. Fidelity registered representatives are available from 8:30 a.m. -
12:00 midnight Eastern Time, beginning October 1, 1995, to
provide toll free telephone service for participant inquiries and
transactions. Additionally, participants have 24-hour account balance
inquiry access utilizing our automated voice response system.

2. For security purposes, all calls are recorded. In addition, several
levels of security are available including the verification of
a Personal Identification Number (PIN) and/or any other indicative data
resident on the system.

3. Through our telephone services, Fidelity provides the following
services:

- Provide mutual fund investment information.
- Allow participants to establish a new Personal Identification Number
(PIN) on Fidelity's VRS.
- Allow Ford participants to update their mailing address through a
Fidelity Phone Representative. Participants who update their address
through Fidelity will have a fifteen (15) day freeze placed on their
accounts for loan, withdrawal and distribution transactions.
- Maintain plan specific provisions.
- Process exchanges between all investment options (except class year
GICs) on a daily basis.
- Perform exchanges into Class Year Contract 1995 weekly.
- Maintain and process changes to participants' investment elections
on a daily basis.
- Maintain and process changes to participants' payroll/spillover
elections on a daily basis.
- Consult with participants in various loan scenarios and generate all
documentation.
- Process all participant loan and withdrawal requests according to
plan provisions on a daily basis. GIC withdrawals will be processed
weekly.
- Process in-service withdrawals via telephone due to certain
circumstances previously approved by Ford Motor Company.
- Process hardship withdrawals and ten-year loans via telephone
according to guidelines previously approved by Ford Motor Company.

B) PLAN ACCOUNTING

1. Process weekly, bi-monthly, and monthly consolidated payroll
contributions and loan repayments from Ford Motor Company's
payroll via electronic data transfer (EDT). The data format will be
provided by Fidelity.

2. Provide plan and participant level accounting for up to nine (9) money
classifications for the SSIP and TESPHE Plans as well as the
individual accounts maintained on FPRS.

3. Value, audit and reconcile the Plans and participant accounts daily.

4. Provide daily plan and participant level accounting for up to

sixty-three investment options, including Fidelity-managed
investment funds, Company Stock, GICs and non-Fidelity mutual funds.

-23-

5. Reconcile and process participant withdrawal requests as approved and
directed by the Sponsor. All requests are paid based on the
current market values of participants' accounts, not advanced or
estimated values. A distribution report will accompany each check.

6. Track individual participant loans, administer all loans outstanding as
of the conversion date, process loan withdrawals, re-invest
loan repayments, provide coupon books to participants (as agreed to by
Ford and Fidelity) and prepare and deliver comprehensive reports to
assist in the administration of participant loans. Promissory notes
for existing loans will continue to be the responsibility of Ford.

7. Qualify hardship requests and ten-year loans in accordance with written
guidelines provided by Ford. Process participant hardship
requests on a daily basis (assumes receipt of request in "good order").

8. Distributions and withdrawals from the class year GIC contracts will be
processed on a weekly basis. All other withdrawals and
distributions will be processed on a daily basis. All requests will be
paid based upon the current market value of a participant's account.

9. Maintain and process changes to participants' investment elections on a
daily basis via Fidelity's toll-free telephone service.

10. Accept written processing instructions from Ford with regard to
Qualified Domestic Relations Orders. The instructions may
include freezing participant accounts, splitting account balances, and
distributing QDRO accounts.

C) PARTICIPANT REPORTING

Note: Ford Motor Company will be responsible for researching participant
inquiries on a timely basis involving activities that occurred prior to
Fidelity becoming the full-service provider.

1. Maintain all eligible employee identification data on the
recordkeeping system and automatically send out enrollment kits
to newly eligible employees (as determined by Fidelity) based upon a
data feed from Ford Motor Company Payroll.

2. Maintain all plan literature fulfillment requests on the recordkeeping
system. Automatically send out literature kits to the
appropriate employees based upon a data feed from Ford Payroll (i.e.
Termination Kits), as well as send literature kits based upon a
participant's request.

3. Mail confirmation to participants of all transactions initiated via
Fidelity Telephone Services within three (3) to five (5)
business days of the transaction.

4. Maintain a supply of blank beneficiary designation forms for
distribution to participants by means of the literature
solicitation service. ▇▇▇▇ ▇▇▇▇▇▇▇ will be responsible for collection
and storage of the completed forms. The NESC will instruct Fidelity
in writing regarding beneficiary distribution requirements.

5. Prepare and distribute to each plan participant (with a balance or
activity during the period) a detailed participant statement
reflecting all activity of the participant on FPRS as of the last
business day of March, June, September and December. Statements will
be mailed four (4) times per year within approximately thirty (30)
days following the end of each calendar quarter in the absence of
unusual circumstances.

D) PLAN REPORTING

1. Prepare, reconcile and deliver a monthly Trial Balance Report for
the SSIP and TESPHE Plans presenting all money classes and investments.
This report is based on the market value as of the last business day of
the month. The report will be mailed

-24-

within approximately twenty (20) days following the end of each
month in the absence of unusual circumstances.

2. Provide on-line access to the Fidelity recordkeeping system
through personal computers located at Ford. This feature allows
the ability to access plan and participant level information for
inquiry purposes.

E) GOVERNMENT REPORTING

- Process 1099R year-end tax reports for participants with
balances, as well as provide financial reporting to Ford Motor Company
to assist in the preparation of Form 5500.

F) COMMUNICATION SERVICES

1. Prepare a customized communications program as outlined in
▇▇▇▇ ▇▇▇▇▇▇'▇ letter dated May 4, 1995, as well as offer the STAGES
product line to Ford participants beginning in the fourth quarter of
1995.

2. Fidelity will maintain and monitor a reasonable inventory of
plan literature, and mail appropriate literature based upon
status code changes or instructions entered by Fidelity Phone
Representatives the Workstation or initiated by participants via
the Fidelity Voice response System (VRS). Plan literature
includes enrollment kits, termination kits, phone brochures,
prospectuses for Fidelity and Non-Fidelity mutual funds, SPD's
and beneficiary designation forms.

G) DISCRIMINATION TESTING

Perform up to four (4) discrimination tests per year for Ford.
Additional test(s) may be requested at additional fees(s). To obtain
this service, Ford Motor Company will be required to provide the
information identified in the Fidelity Discrimination Testing Package
Guidelines.

The above mentioned services will be phased in during a
transition period to Fidelity. Comerica Bank, as the terminating
trustee and recordkeeper will perform their last valuation of SSIP,
TESPHE, and BEP for the period ending 9/30/95. The transition period is
scheduled to begin on October 1, 1995 with a projected completion date
of November 1, 1995. This projection is based upon several critical
path items, one of which is the receipt of the final valuations from
Comerica Bank on October 6, 1995. Ford and Fidelity have agreed that
there will be a suspension of recordkeeping services during the
transition period except for contributions, loan repayments for SSIP,
and enrollments. It is the goal of both parties that the transition
period be as short as possible.

For further information regarding how the Ford plan will be
administered, refer to the "Ford Motor Company Plan Changes and
Recommendations" document dated as of April 10, 1995.

-25-

Schedule "B"

FEE SCHEDULE

Annual Participant Fee: $5.00 per participant (with balances)*
per plan per year, billed and payable
quarterly.

Loans-by-Telephone: Establishment fee of $35.00 per loan
account; annual fee of $15.00 per loan
account.

In-Service Withdrawals by Phone: $15.00 per withdrawal.

Remote Access: $1,500 installation per terminal,
$1,000 annual maintenance per terminal,
and $3 - $5 per hour for Tymnet usage
per terminal. Fidelity will subsidize
the installation fees and annual
maintenance fee for up to four (4)
terminals. If an alternative to
obtaining remote access through
personal computers is mutually agreed
upon between Ford and Fidelity, the
subsidy may be applied to partially
offset the cost of this alternative.

Return of Excess Contribution Fee: $25.00 per participant, one-time charge
per calculation and check generation.

Ad Hoc Reports: A reasonable quantity of ad hoc reports
will be provided at no charge.
Extensive ad hoc reporting services
will be billed to Ford at the rate of
$90 per hour. In addition, significant
CPU costs associated with executing
extensive ad hoc reports will also be
billed to Ford.

Proxy Mailing: If requested, Fidelity will provide
printing, mailing and tabulation
services associated with voting and
tendering Ford Stock in the SSIP and
TESPHE Plans. Expenses associated with
these services will be billed to Ford.

Fidelity shall retain the services of a
third-party vendor to handle proxy
solicitation mailings and vote
tabulation for the non-Fidelity Mutual
Funds. Expenses associated with these
services will be billed directly to
the non-Fidelity Fund vendors.

Discrimination Testing: Fidelity will provide up to four (4)
discrimination tests per year for Ford
at a cost of $11,000. If Ford requests
or requires additional tests, Ford will
be assessed $2,750 per test. If
extraordinary consulting is provided by
Fidelity personnel, such consulting
will be provided at the rate of $100
per hour. In addition, the correction
and manipulation of plan data requested
by Ford will be charged at a rate of
$100 per hour.

- - Other Fees: separate charges for optional non-discrimination testing,
extraordinary expenses resulting from large numbers of simultaneous manual
transactions or from errors not caused by Fidelity, or for reports not
contemplated in this Agreement. The Administrator may withdraw reasonable
administrative fees from the Trust by written direction to the Trustee.

-26-

* This fee will be imposed pro rata for each calendar quarter, or any
part thereof, that it remains necessary to keep a participant's
account(s) as part of the Plans' records, e.g., vested, deferred,
forfeiture, top-heavy and terminated participants who must remain on
file through calendar year-end for 1099-R reporting purposes.

GIC Fees

Existing GIC Recordkeeping Fee: 0.02% per year on all existing
GIC assets. This fee includes
daily valuation of the Class Year
GIC contracts as well as monthly
and annual reporting.

Interest Income Fund Management Fees: 0.06% per year on assets in the
Fidelity-managed and synthetic
portion of the Fund;

0.20% per year on assets in the
Short Duration Fixed Income
portion of the Fund.

If Ford adds a second
Investment Manager to manage the
Interest Income Fund, 0.06% per
year will be assessed on the
non-Fidelity managed assets in
this fund. This fee includes
utilizing Fidelity's GUIDE system
to value, accrue, and report on
the combined Interest Income
Fund. Additional custody costs
will be incurred and charged back
to Ford if a separately managed
account is established for any
investment manager.

Company Stock Administration Fee: 0.02% on the market value of
company stock assets, subject
to a $100,000 maximum per year.

Upon Ford's direction, Fidelity
will utilize exclusively the
services of Fidelity Brokerage
Services, Inc. ("FBSI"), a
subsidiary of Fidelity Management
and Research. FBSI's standard
commission is 3.5 cents per
share. If Ford does not so
direct, Fidelity will utilize
other brokers that may charge
more or less than 3.5 cents per
share when trading Company Stock.

The fees detailed above are fixed for a five year period (October 1, 1995
through September 30, 2000) with the following exceptions:

- if more than 5% of plan assets are invested in non-core,
non-Fidelity investment options, Fidelity will revisit the fee
structure with Ford.

- Extraordinary circumstances such as acquisitions or dispositions
that have a significant impact on plan population or require
additional Fidelity resources may result in a mutual modification
of the fee structure and/or a one time "event" fee.

In approximately April of the year 2000, Fidelity and Ford will begin the
process of negotiating a new contract with the end result being a new
contract and fee structure in place by September 30, 2000.

Note: These fees have been negotiated and accepted based on plan
assets of $6.5 billion, 156,000 eligible employees, participation of
109,000 participants, projected net cash flows of $110 million

-27-

per year, and volumes of adjustments and transactions consistent with
historical experience (as stated in the Fidelity Proposal of Service and Fees
dated September 12, 1994). Fees will be subject to revision if these Plan
characteristics change significantly by either falling below or exceeding
current or projected levels. Fees also have been based on the use of up to 63
investment options, and such fees will be subject to revision if additional
investment options are added.

-28-

Schedule "C"

INVESTMENT OPTIONS

In accordance with Section 4(b), the Named Fiduciary hereby directs the
Trustee that Participants' individual accounts may be invested in the following
investment options:

"CORE" INVESTMENT OPTIONS (13)
1. Ford Motor Company Unitized Stock
Fund
2. Class year Contract 1993
3. Class year Contract 1994
4. Class year Contract 1995
5. Interest Income Fund
6. Common Stock Fund (Comerica
Commingled Pools)
7. Bond Fund (▇▇▇▇▇ Fargo Commingled
Pool)
8. Fidelity Magellan Fund
9. Fidelity Contrafund
10. Fidelity Overseas Fund
11. Fidelity Asset Manager: Income
12. Fidelity Asset Manager
13. Fidelity Asset Manager: Growth

"NON CORE" INVESTMENT OPTIONS (50)
1. Fidelity U.S. Investments - Government Securities Fund, L.P.
2. Fidelity Investment Grade Bond Fund
3. Fidelity Global Bond Fund
4. Fidelity New Markets Income Fund
5. Fidelity Equity-Income Fund
6. Fidelity Puritan Fund
7. Fidelity Growth & Income Portfolio
8. Fidelity Balanced Fund
9. Fidelity Global Balanced Fund
10. Fidelity Utilities Fund
11. Fidelity Real Estate Investment Portfolio
12. Fidelity Fund
13. Fidelity Growth Company Fund
14. Fidelity Dividend Growth Fund
15. Fidelity Stock Selector
16. Fidelity Trend Fund
17. Fidelity Small Cap Stock Fund
18. Fidelity Capital Appreciation Fund
19. Fidelity Retirement Growth Fund
20. Fidelity Value Fund
21. Fidelity International Growth and Income Fund
22. Fidelity Worldwide Fund
23. Fidelity Canada Fund
24. Fidelity Europe Fund
25. Fidelity Pacific Basin Fund
26. ▇▇▇▇▇▇▇ International Fund
27. ▇▇▇▇▇▇▇ Global Small Company Fund
28. ▇▇▇▇▇▇▇ Income Fund
29. ▇▇▇▇▇▇▇ Global Fund
30. ▇▇▇▇▇▇▇ International Bond Fund
31. ▇▇▇▇▇▇▇ Growth and Income Fund
32. ▇▇▇▇▇▇▇ Japan Fund
33. ▇▇▇▇▇▇▇ Greater Europe Growth Fund
34. ▇. ▇▇▇▇ Price High Yield Fund
35. ▇. ▇▇▇▇ Price Spectrum Income Fund
36. ▇. ▇▇▇▇ Price Spectrum Growth Fund
37. ▇. ▇▇▇▇ Price New Horizons Fund
38. ▇. ▇▇▇▇ Price International Stock Fund
39. ▇. ▇▇▇▇ Price Latin America Fund
40. ▇. ▇▇▇▇ Price New Asia Fund
41. ▇. ▇▇▇▇ Price International Discovery Fund
42. ▇. ▇▇▇▇ Price New Era Fund
43. Vanguard Index 500 Fund
44. Vanguard Index Value Fund
45. Vanguard Index Growth Fund
46. Vanguard Explorer Fund
47. Vanguard Trustees International Fund
48. Vanguard Life Strategy Conservative Fund
49. Vanguard Life Strategy Moderate Fund
50. Vanguard Life Strategy Growth Fund

-29-

SCHEDULE "D"

[Law Firm Letterhead]

▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Fidelity Institutional Retirement
Services Company
▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ - ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

[Name of Plan]

Dear ▇▇. ▇▇▇▇▇▇:

In accordance with your request, this letter sets forth our opinion
with respect to the qualified status under section 401(a) of the Internal
Revenue Code of 1986 (including amendments made by the Employee Retirement
Income Security Act of 1974)(the "Code"), of the [name of plan], as amended to
the date of this letter (the "Plans").

The material facts regarding the Plans as we understand them are as
follows. The most recent favorable determination letter as to the Plans'
qualified status under section 401(a) of the Code was issued by the [location
of Key District] District Director of the Internal Revenue Service and was
dated [date] (copy enclosed). The version of the Plans submitted by [name of
company](the "Company") for the District Director's review in connection with
this determination letter did not contain amendments made effective as of
[date]. These amendments, among other matters, [brief description of
amendments]. [Subsequent amendments were made on [date] to amend the provisions
dealing with [brief description of amendments].]

The Company has informed us that it intends to submit the Plans to the
[location of Key District] District Director of the Internal Revenue Service
and to request from him a favorable determination letter as to the Plans'
qualified status under section 401(a) of the Code. The Company may have to make
some modifications to the Plans at the request of the Internal Revenue Service
in order to obtain this favorabele determination letter, but we do not expect
any of these modifications to be material. The Company has informed us that it
will make these modifications.

Based on the foregoing statements of the Company and our review of the
provisions of the Plans, it is our opinion that the Internal Revenue Service
will issue a favorable determination letter as to the qualified status of the
Plans, as modified at the request of the Internal Revenue Service, under
section 401(a) of the Code, subject to the customary condition that continued
qualification of the Plans, as modified, will depend on its effect in
operation.

Futhermore, in that the assets are in part invested in common stock
issued by the Company or an affiliate, it is our opinion that the Plans is an
"eligible individual account plan" (as defined under Section 407(d)(3) of
ERISA) and that the shares of common stock of the Company held and to purchased
under the Plans are "qualifying employer securities" (as defined under Section
407(d)(5) of ERISA). Finally, it is our opinion that interests in the Plans are
not required to be registered under the Securities Act of 1933, as amended,
or, if such registration is required, that such interests are effectively
registered under said Act.

Sincerely,

[name of law firm]
By [Signature]
[name of partner]

-30-

Schedule "E"

EXISTING GICs

In accordance with Section 4(b), the Named Fiduciary hereby directs the
Trustee to continue to hold the following Existing GICs until such time as the
Named Fiduciary directs otherwise:

-Contract Issuer: ▇▇▇▇ ▇▇▇▇▇▇▇
-Contract #: GAC 7628
-Contract Rate: 8.07%
-Maturity Date: 6/30/98

-Contract Issuer: ▇▇▇▇▇▇
-Contract #: 5980310
-Contract Rate: 5.49%
-Maturity Date: 6/30/96

-Contract Issuer: Prudential
-Contract #: 5065-281
-Contract Rate: 4.94%
-Maturity Date: 6/30/97

-31-

Schedule "F"

TELEPHONE GUIDELINES

The following telephone guidelines are currently employed by Fidelity
Institutional Retirement Services Company (FIRSCO).

Representative-assisted telephone hours are 8:30 a.m. (ET) to 12:00 midnight
(ET) on each business day. A "business day" is any day on which the New York
Stock Exchange is open. The Voice Response System (VRS) is available 24 hours a
day, seven days a week.

FIRSCO reserves the right to change these telephone guidelines at its
discretion.

I. Participants may call on any business day in order to request a loan,
withdrawal or exchange transaction. If the request is received before
4:00 p.m. (ET), it will receive that day's trade date. Calls received
after 4:00 p.m. (ET) on a business day or non-business day will be
processed on a next business-day basis.

II. RESTRICTIONS

(A) GICs

1. Loan transactions are not permitted.

2. Withdrawal transactions will be processed on a weekly basis at
each Friday's net asset value (NAV). Withdrawal requests made
after 4 p.m. ET each Friday will be processed at the following
Friday's NAV.

3. Exchanges into and out of Class Year Contracts 1993 and 1994
are not permitted.

4. Weekly exchanges into Class Year Contract 1995 are permitted
and will be processed at each Friday's NAV. Exchange requests
made after 4 p.m. ET each Friday will be processed at the
following Friday's NAV.

5. Exchanges out of Class Year Contract 1995 are not permitted.

(B) SPONSOR STOCK - Investments in the Stock Fund will consist
primarily of shares of Sponsor Stock. However, in order to
satisfy daily participant requests for exchanges, loans and
withdrawals, the Stock Fund will also hold cash or other
short-term liquid investments in an amount that has been
agreed to in writing by the Sponsor and the Trustee. The
Trustee will be responsible for ensuring that the percentage
of these investments falls within the agreed upon range over
time. However, if there is insufficient liquidity in the
Sponsor Stock Fund to allow for such activity, the Trustee
will sell shares of Sponsor Stock in the open market. Exchange
and redemption transactions will be processed as soon as
proceeds from the sale of Company Stock are received.

(C) COMMON STOCK FUND AND BOND FUND - Investments in the Common
Stock and Bond Funds will consist of units in the Comerica and
▇▇▇▇▇ Fargo commingled pools respectively. However, in order
to satisfy daily participant requests for exchanges, loans and
withdrawals, these Funds will also hold cash or other
short-term liquid investments in an amount that has been
agreed to in writing by the Sponsor and the Trustee. The
Trustee will be responsible for ensuring that the percentage
of these investments falls within the agreed upon range over
time. However, if there is insufficient liquidity in either
Fund to allow for such activity, the Trustee will be required
to sell shares of the "investment component" of the Fund (as
defined in Schedule K) to meet the requests. Exchange and
redemption transactions will be processed as soon as proceeds
from the sale of the investment component are received.

-32-

SCHEDULE "G-1"

INVESTMENT GUIDELINES
FOR THE INTEREST INCOME FUND
(FIDELITY MANAGEMENT TRUST COMPANY GUIDELINES)
I. OBJECTIVE

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

II. DESCRIPTION OF THE INTEREST INCOME FUND

The IIF is a diversified book value fund comprised of the following investments
types (described below in more detail): Guaranteed Investment Contracts
("GICs"), individual fixed-income securities, and units in commingled pools
managed by Fidelity Management Trust Company in its capacity as Investment
Manager (hereafter "FMTC"). The IIF will also be invested in a Short-Term
Investment Fund ("STIF") for liquidity purposes.

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

FMTC shall invest the IIF within the ranges indicated below, realizing that
such allocations will be achieved over a reasonable time period:

GICs 0% to 25%
Individual fixed-income securities 25% to 50%
Commingled Pool Units * 48% to 52%
STIF 1% to 3%

* If greater than 50% of the IIF is invested in commingled pool units, then
FMTC shall not purchase additional units until the amount invested falls
below 50%. If the commingled pool units exceed 52%, then the FMTC shall
periodically rebalance the IIF by selling the excess over 52% at fair market
value. The proceeds of such sale will be reinvested in GICs, individual
fixed-income securities or STIF.

III. PERMISSIBLE INVESTMENTS AND LIMITATIONS

A. GICS

GICs are book-value, benefit-responsive investment contracts issued by
insurance companies, banks and other institutions that guarantee the payback of
principal at full book value. GICs are unsecured agreements backed by the
assets of the issuer. The three types of permissible GICs are:

1. Standard GICs: invested principal and earned interest are guaranteed
for the full term of investment.

2. Indexed and/or Structured GICs: interest and maturity may be adjusted
periodically according to a published index.

3. Participating GICs: interest adjusted periodically to reflect the
performance of an underlying portfolio of assets in the general
account of the issuer.

-33-

Credit Limitations

GICs for the IIF will be limited to those issuers whose creditworthiness has
been approved by the FMTC at the time of purchase. Such approval will be given
only to those issuers having substantial asset basis and adequate surplus
assets to assure financial strength under adverse conditions. A copy of the
current FMTC credit standards is available upon request.

Diversification

FMTC will seek to diversify holdings among issuers and investment types to
avoid unwise concentrations of risk. Investment exposure to any single GIC
issuer shall not exceed 2.5% of the IIF assets managed by FMTC. FMTC's
dynamic diversification guidelines utilize multiple categories of issuers rated
as to maturity limits, percentage of client's portfolio and percentage of
issuer's surplus or net worth. A copy of the current FMTC diversification
standards is available upon request.

B. SECURITIES

1. Individual Fixed-Income Securities

FMTC will invest in high quality individual fixed-income securities for the
IIF. Such securities will be owned directly by the Plan, and the Plan assumes
default risk on the security. The minimum credit quaility of any security at the
time of purchase will be "AA-" by at least one of the major rating agencies.
The expected final maturity of any security purchased shall not exceed seven
years.

Below is a list including, but not limited to, the securities types which may
be purchased for the IIF:

- Asset-backed securities
- Collateralized Mortgage Obligations (CMOs)
- Commercial Paper rated A1/P1 or higher
- Corporate Notes and Bonds
- Mortgage-backed Securities
- U.S. Government Agencies
- U.S. Treasury Securities

Except for U.S. Treasuries, U.S. Government Agency, and U.S. Government
sponsored issuers, investment exposure to any single issuer shall not exceed
2.5% of the IIF assets managed by FMTC.

FMTC may also invest in ARMs, Treasury Bills, Notes, and Bonds, (including
Treasury STRIPS), U.S. Agency mortgage-backed securities, excluding IO's and
PO's, Inverse Floaters, Super Floaters, residuals, structured notes, futures
and options. Any exception to the above exclusions shall not be permitted
unless agreed to in writing by the wrap issuer, the Investment Manager.

2. Commingled pool Units

Initially, the IIF will be invested in units of the Fidelity Short
Duration/Diversified Collective Trust according to the Investment Guidelines
referred to in Schedule I-2.

FMTC may invest in other commingled pool units provided these Investment
Guidelines are amended accordingly.

C. STIF

To assure sufficient liquidity for the IIF, FMTC will invest in money market
portfolios, including commingled pools and mutual funds, offered by FMTC or
its affiliates.
-34-

D. CONSTANT DURATION SYNTHETIC AGREEMENTS

FMTC will purchase synthetic contracts for all of the investment types
described above. Such contracts do not guarantee the underlying investments
(described in A and B above) purchased on behalf of the Plan. FMTC will
purchase such synthetic contracts from third party issuers (usually an
insurance company, bank, or brokerage firm) approved by FMTC at the time of
purchase.

IV. WITHDRAWAL HIERARCHY FOR BENEFIT PAYMENTS

The withdrawal hierarchy for benefit payments from the IIF shall be as follows:
(1) STIF, (2) Commingled pool units, (3) individual fixed-income securities,
and (4) GICs.

-35-

SCHEDULE "G-2"

INVESTMENT GUIDELINES FOR THE
FIDELITY SHORT DURATION/DIVERSIFIED COLLECTIVE TRUST

The Fidelity Short Duration/Diversified Collective Trust seeks to add
incremental return above a selected benchmark (either a published index or a
customized benchmark) while matching the benchmark in terms of duration and
risk parameters. The Sponsor acknowledges that it has received a copy of the
terms of the Fidelity Group Trust and terms of the Declaration of Separate Fund
for the Short Duration/Diversified Collective Trust.

-36-

Exhibit 4.B MASTER TRUST AGREEMENT Between _ FORD MOTOR COMPANY And FIDELITY MANAGEMENT TRUST COMPANY _ FORD DEFINED CONTRIBUTION PLANS MASTER TRUST Dated...

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Exhibit 4.B MASTER TRUST AGREEMENT Between _________________________________________________ FORD MOTOR COMPANY And FIDELITY MANAGEMENT TRUST COMPANY _________________________________________________ FORD DEFINED CONTRIBUTION PLANS MASTER TRUST Dated...

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Exhibit 4.B MASTER TRUST AGREEMENT Between _ FORD MOTOR COMPANY And FIDELITY MANAGEMENT TRUST COMPANY _ FORD DEFINED CONTRIBUTION PLANS MASTER TRUST Dated...