Select Retirement Plan - FORD MOTOR CO - 3-18-1997

Document Sample
Select Retirement Plan - FORD MOTOR CO - 3-18-1997 Powered By Docstoc
					Exhibit 10-S SELECT RETIREMENT PLAN Section 1. Introduction. On June 9, 1994, the Company established this Plan for the purpose of providing voluntary retirement incentives to selected U.S. Company employees who are assigned to the Supplemental Compensation Roll, Private Salary Roll or Executive Career Band of the Company, constituting a select group of management or highly compensated employees. Section 2. Definitions. As used in the Plan, the following terms shall have the following meanings, respectively: 2.01 "Benefit Equalization Plan" or "BEP" means the Ford Motor Company Benefit Equalization Plan, as it may be amended. 2.02 "Company" means Ford Motor Company and such of its domestic Subsidiaries that participate in the Retirement Plans. 2.03 "Contributory Service" means without duplication the years and any fractional year of contributory service at retirement, not exceeding one year for any calendar year, of the Eligible Executive under the General Retirement Plan. 2.04 "Credited Service" means without duplication the years and any fractional year of credited service at retirement, not exceeding one year for any calendar year, of the Eligible Executive under the General Retirement Plan. 2.05 "Deferred Equalization Plan" or "DEP" means the Ford Motor Credit Company Deferred Equalization Plan, as it may be amended. 2.06 "Eligible Executive" means a Company employee who is (i) at least age 55 as of the Retirement Effective Date, except as otherwise provided in Section 8, and who has at least ten years of service recognized for eligibility to receive a benefit under the General Retirement Plan as of the Retirement Effective Date, (ii) assigned to the Supplemental Compensation Roll, Private Salary Roll or Executive Career Band of the Company, or their equivalents, and (iii) selected by the Company to participate in the Select Retirement Plan. An Eligible Executive shall not include a Company employee who is an employee of Jaguar Cars, a division of the Company, until such an employee becomes a participant in one or more of the Retirement Plans, and then only to the extent of service recognized under such Retirement Plans for benefit calculation purposes.

-22.07 "Executive Separation Allowance Plan" or "ESAP" means the Ford Motor Company Executive Separation Allowance Plan, as it may be amended. 2.08 "General Retirement Plan" or "GRP" means the Ford Motor Company General Retirement Plan, as it may be amended. 2.09 "Plan" means the Select Retirement Plan of Ford Motor Company. 2.10 "Retired Executive" means an Eligible Executive who voluntarily elects to retire from the Company under the terms and conditions of this Plan and who retires on the Retirement Effective Date.

-22.07 "Executive Separation Allowance Plan" or "ESAP" means the Ford Motor Company Executive Separation Allowance Plan, as it may be amended. 2.08 "General Retirement Plan" or "GRP" means the Ford Motor Company General Retirement Plan, as it may be amended. 2.09 "Plan" means the Select Retirement Plan of Ford Motor Company. 2.10 "Retired Executive" means an Eligible Executive who voluntarily elects to retire from the Company under the terms and conditions of this Plan and who retires on the Retirement Effective Date. 2.11 "Retirement Effective Date" means the date that the Eligible Executive and the Company mutually agree shall be the effective date of his or her retirement under the Company's Retirement Plans, and such date shall be only on the first of a month. If a Retired Executive elects an ESAP benefit as of the Retirement Effective Date and defers receipt of the GRP benefit until the Retired Executive attains age 65, Retirement Effective Date means the date the Retired Executive commences receipt of the GRP benefit, for purposes of determining the minimum 15% improvement described in Section 5.01. 2.12 "Retirement Plans" means the General Retirement Plan, the Benefit Equalization Plan, the Supplemental Executive Retirement Plan, the Executive Separation Allowance Plan and the Deferred Equalization Plan. 2.13 "Select Benefits" means the retirement benefits described in Section 5 of this Plan. 2.14 "Subsidiary" means, as applied with respect to any person or legal entity specified, a person or legal entity a majority of the voting stock of which is owned or controlled, directly or indirectly, by the person or legal entity specified. 2.15 "Supplemental Executive Retirement Plan" or "SERP" means the Ford Motor Company Supplemental Executive Retirement Plan, as it may be amended. Section 3. Elections 3.01 Effective Elections. An Eligible Executive who voluntarily elects to retire under the terms of the Plan must submit to the Company a completed and signed election form stating that the retirement is voluntary and designating a Retirement Effective Date. The Company shall provide the election forms and no other election forms shall be used. 3.02 Revocations of Elections. An Eligible Executive may revoke an election to retire by giving written notice to the Company prior to the Retirement Effective Date. No revocations will be effective if received after the Retirement Effective Date.

-3Section 4. Eligibility for Retirement Plans. The eligibility of an Eligible Executive to receive a benefit under this Plan shall be determined in accordance with the provisions of the Retirement Plans after giving effect to the following adjustments: Eligibility Service under the SERP shall be adjusted by adding three years of Eligibility Service to the years of Eligibility Service the Eligible Executive has attained as of the Retirement Effective Date; and For purposes of meeting the minimum eligibility requirements under Section 2 of ESAP, (i) three years of Executive Roll service shall be added to the Eligible Retired Executive's Executive Roll Service as of the Retirement Effective Date, and (ii) three years of Contributory Service shall be added to the Eligible Executive's years of Contributory Service as of the Retirement Effective Date, without the requirement of employee contributions.

-3Section 4. Eligibility for Retirement Plans. The eligibility of an Eligible Executive to receive a benefit under this Plan shall be determined in accordance with the provisions of the Retirement Plans after giving effect to the following adjustments: Eligibility Service under the SERP shall be adjusted by adding three years of Eligibility Service to the years of Eligibility Service the Eligible Executive has attained as of the Retirement Effective Date; and For purposes of meeting the minimum eligibility requirements under Section 2 of ESAP, (i) three years of Executive Roll service shall be added to the Eligible Retired Executive's Executive Roll Service as of the Retirement Effective Date, and (ii) three years of Contributory Service shall be added to the Eligible Executive's years of Contributory Service as of the Retirement Effective Date, without the requirement of employee contributions. In the event an Eligible Executive becomes eligible to receive a benefit under this Plan solely because of the service adjustments described above, the Select Benefits shall be calculated as provided in Section 5 below and shall be payable exclusively under this Plan rather than SERP or ESAP, as applicable. Section 5. Calculation of Select Benefits. 5.01 GRP Select Benefits. The GRP Select Benefit payable to a Retired Executive shall be an amount equal to the difference between (X) and (Y) where (X) is the GRP benefit determined under the terms of the GRP after giving effect to the following adjustments: Add three years to the Retired Executive's attained age as of the Retirement Effective Date only for the purpose of determining the applicable early retirement reduction factors set forth in Appendix G to the GRP and three years to the Retired Executive's years of Contributory Service as of the Retirement Effective Date, without the requirement of employee contributions; and Final Average Monthly Salary for a Retired Executive under the terms of this Plan shall be determined as if the Retired Executive had been a Contributing member and received Contributory Service for three additional years after the Retirement Effective Date at the Retired Executive's Salary in effect as of the date immediately preceding the Retirement Effective Date; and (Y) is the GRP benefit determined under the terms of the GRP in effect as of the Retirement Effective Date, regardless of whether an application for GRP benefits has been submitted or GRP benefit payments have begun.

-4The GRP Select Benefit determined as of the Retirement Effective Date shall be an amount equal to at least a fifteen percent (15%) improvement to the GRP benefit determined under the terms of the GRP in effect as of the Retirement Effective Date. If the Retired Executive's benefit under the GRP is redetermined at Age 62 and One Month, the GRP Select Benefit shall be redetermined and adjusted such that the GRP Select Benefit shall be an amount equal to at least a fifteen percent (15%) improvement to the GRP benefit redetermined under the terms of the GRP then in effect as of the redetermination date. 5.02 SERP Select Benefits. The SERP Select Benefit applicable to a Retired Executive who is otherwise eligible, or who becomes eligible, for a SERP benefit under the terms of the SERP in effect as of the Retirement Effective Date, as modified by Section 4 of this Plan, shall be an amount equal to the difference between (X) and (Y) where (X) is the SERP benefit determined under the terms of the SERP after giving effect to the following adjustments: Add three years to the Retired Executive's attained age as of the Retirement Effective Date and three years of Credited Service to the Retired Executive's years of Credited Service as of the Retirement Effective Date; and The Final Five Year Average Base Salary for a Retired Executive receiving Credited Service immediately preceding his or her Retirement Effective Date under the terms of this Plan shall be determined as if the Retired

-4The GRP Select Benefit determined as of the Retirement Effective Date shall be an amount equal to at least a fifteen percent (15%) improvement to the GRP benefit determined under the terms of the GRP in effect as of the Retirement Effective Date. If the Retired Executive's benefit under the GRP is redetermined at Age 62 and One Month, the GRP Select Benefit shall be redetermined and adjusted such that the GRP Select Benefit shall be an amount equal to at least a fifteen percent (15%) improvement to the GRP benefit redetermined under the terms of the GRP then in effect as of the redetermination date. 5.02 SERP Select Benefits. The SERP Select Benefit applicable to a Retired Executive who is otherwise eligible, or who becomes eligible, for a SERP benefit under the terms of the SERP in effect as of the Retirement Effective Date, as modified by Section 4 of this Plan, shall be an amount equal to the difference between (X) and (Y) where (X) is the SERP benefit determined under the terms of the SERP after giving effect to the following adjustments: Add three years to the Retired Executive's attained age as of the Retirement Effective Date and three years of Credited Service to the Retired Executive's years of Credited Service as of the Retirement Effective Date; and The Final Five Year Average Base Salary for a Retired Executive receiving Credited Service immediately preceding his or her Retirement Effective Date under the terms of this Plan shall be determined as if the Retired Executive had continued to receive Credited Service for three additional years after the Retirement Effective Date at the Retired Executive's Monthly Base Salary; and (Y) is the SERP benefit determined under the terms of the SERP in effect as of the Retirement Effective Date. The SERP Select Benefit determined as of the Retirement Effective Date shall be an amount equal to at least a fifteen percent (15%) improvement to the SERP benefit determined under the terms of the SERP in effect as of the Retirement Effective Date. 5.03 ESAP Select Benefits. The ESAP Select Benefit applicable to a Retired Executive who is otherwise eligible, or who becomes eligible, for an ESAP benefit under the terms of the ESAP in effect as of the Retirement Effective Date, as modified by Section 4 of this Plan, shall be an amount equal to the difference between (X) and (Y) where (X) is the ESAP benefit determined under the terms of the ESAP in effect as of the Retirement Effective Date after giving effect to the following adjustments:

-5Add three years to the Retired Executive's attained age as of the Retirement Effective Date; and Add three years of service to the Retired Executive's years of service as of the Retirement Effective Date; and (Y) is the ESAP benefit calculated under the terms of the ESAP in effect as of the Retirement Effective Date. The ESAP Select Benefit determined as of the Retirement Effective Date shall be an amount equal to at least a fifteen percent (15%) improvement to the ESAP benefit determined under the terms of the ESAP in effect as of the Retirement Effective Date. 5.04 DEP Select Benefits. The DEP Select Benefit applicable to a Retired Executive who is otherwise eligible for a DEP benefit under the terms of the DEP in effect as of the Retirement Effective Date, shall be an amount equal to the difference between (X) and (Y) where (X) is the DEP benefit determined under the terms of the DEP after adjusting Final Average Monthly Salary as if the Retired Executive had been a Contributing member and received Contributory Service for three additional years after the Retirement Effective Date at the Retired Executive's Salary and (Y) is the DEP benefit determined under the terms of the DEP in effect as of the Retirement Effective Date.

-5Add three years to the Retired Executive's attained age as of the Retirement Effective Date; and Add three years of service to the Retired Executive's years of service as of the Retirement Effective Date; and (Y) is the ESAP benefit calculated under the terms of the ESAP in effect as of the Retirement Effective Date. The ESAP Select Benefit determined as of the Retirement Effective Date shall be an amount equal to at least a fifteen percent (15%) improvement to the ESAP benefit determined under the terms of the ESAP in effect as of the Retirement Effective Date. 5.04 DEP Select Benefits. The DEP Select Benefit applicable to a Retired Executive who is otherwise eligible for a DEP benefit under the terms of the DEP in effect as of the Retirement Effective Date, shall be an amount equal to the difference between (X) and (Y) where (X) is the DEP benefit determined under the terms of the DEP after adjusting Final Average Monthly Salary as if the Retired Executive had been a Contributing member and received Contributory Service for three additional years after the Retirement Effective Date at the Retired Executive's Salary and (Y) is the DEP benefit determined under the terms of the DEP in effect as of the Retirement Effective Date. Section 6 Administration of Select Benefits. Except as otherwise specifically provided in this Plan, the Select Benefits attributable to the Retirement Plans shall be administered by the Company in the same manner as if the Select Benefits were payable directly from such Retirement Plans. This means that the underlying eligibility rules (except as modified by Section 4 of this Plan), vesting rules, earning out provisions and survivorship provisions of the Retirement Plans, if any, shall apply to the Select Benefits as if such provisions were fully incorporated in this Plan. Section 7. Payments. The Select Benefits determined under Section 5 shall be payable out of the Company's general funds monthly, beginning on the Retirement Effective Date. Payments to a Retired Executive shall cease at the end of the month in which the Retired Executive dies. Survivor benefits, if any, payable under this Plan shall be determined in accordance with the Retirement Plans after giving effect to the adjustments described herein. Section 8. Reduction of Minimum Age Eligibility. 8.01 Authority to Reduce Minimum Age Eligibility. The Chief Executive Officer of the Company shall have the authority, from time to time in his or her sole and absolute discretion, to reduce the minimum age eligibility specified in Section 2.06(i) of the Plan from age 55 to age 52. 8.02 Under Age 55 Select Benefits. If an Eligible Executive becomes eligible to receive a Select Benefit under this Plan pursuant to Section 8.01, the Select Benefits shall be calculated as provided in Sections 5 and 7 above. When a

-6benefit becomes payable to the Eligible Executive under the Retirement Plans, the amount of the Select Benefits shall be reduced by the amounts payable from such other Retirement Plans. 8.03 Subsidiary Retirement Plans. If an Eligible Executive under age 55 would have become eligible for a regular early retirement benefit from a Subsidiary's retirement plan if he or she had remained in Subsidiary employment until the minimum age or service eligibility requirements under such Subsidiary's plan were met, this Plan shall pay the equivalent Subsidiary early retirement benefit that otherwise would have been paid if the minimum eligibility requirements were met on the Retirement Effective Date. The payment shall cease at such time as the regular early retirement benefit from the Subsidiary's plan becomes payable. If the Subsidiary's plan shall pay only a deferred vested benefit at age 55, the payment shall cease at death of the Eligible Executive. Survivor benefits, if any, shall cease at death of the Surviving Spouse. Any payments payable under this Plan shall be reduced by the

-6benefit becomes payable to the Eligible Executive under the Retirement Plans, the amount of the Select Benefits shall be reduced by the amounts payable from such other Retirement Plans. 8.03 Subsidiary Retirement Plans. If an Eligible Executive under age 55 would have become eligible for a regular early retirement benefit from a Subsidiary's retirement plan if he or she had remained in Subsidiary employment until the minimum age or service eligibility requirements under such Subsidiary's plan were met, this Plan shall pay the equivalent Subsidiary early retirement benefit that otherwise would have been paid if the minimum eligibility requirements were met on the Retirement Effective Date. The payment shall cease at such time as the regular early retirement benefit from the Subsidiary's plan becomes payable. If the Subsidiary's plan shall pay only a deferred vested benefit at age 55, the payment shall cease at death of the Eligible Executive. Survivor benefits, if any, shall cease at death of the Surviving Spouse. Any payments payable under this Plan shall be reduced by the amount of the deferred vested or survivor's benefit payable under such Subsidiary's plan. The amounts payable pursuant to this paragraph shall be in addition to any other Select Benefits that otherwise may be payable under this Plan. Section 9. General Provisions. 9.01 Plan Administration and Interpretation. The Vice President - Human Resources and the Group Vice President and Chief Financial Officer shall have full power and authority on behalf of the Company to administer and interpret the Plan. In the event of a change in a designated officer's title, the officer or officers with functional responsibility for the Retirement Plans shall have the power and authority to administer and interpret the Plan. All decisions with respect to the administration and interpretation of the Plan shall be final and binding upon all persons. 9.02 Deductions. The Company may deduct from any payment of Select Benefits to a Retired Executive all amounts owing to it by such Retired Executive for any reason, and all taxes required by law or government regulation to be deducted or withheld. 9.03 No Contract of Employment. The Plan is an expression of the Company's present policy with respect to Eligible Executives. It is not a part of any contract of employment. No Eligible Executive, Retired Executive or any other person shall have any legal or other right to any Select Benefit. 9.04 No Company Reemployment. A Retired Executive shall not be eligible for reemployment by the Company either directly or indirectly through an agency or otherwise. This includes, but is not limited to, employment of a Retired Executive by the Company as a supplemental employee, independent contractor, consultant, advisor, or agency employee, regardless of the length of employment. It also includes employment of a Retired Executive by a sole or single source supplier to the Company, or employment by any supplier of the Company if the responsibilities of the Retired Executive relate primarily to the

-7Company's business with the supplier, and are not merely incidental to the performance of the Retired Executive's other job duties. A review panel consisting of at least two representatives from Human Resources and one representative from the Office of the General Counsel shall be established to review Retired Executive's requests for reemployment. The Retired Executive shall furnish to the Review Panel such information about the proposed employment as is reasonably requested to enable the Review Panel to evaluate the request. The Review Panel shall have sole and absolute discretion to determine whether the request for reemployment violates this provision. Decisions of the Review Panel are final and binding on all parties and are not subject to further review. The reemployment condition may be waived by the Executive Personnel Committee (EPC) if the proposed employment advances the strategic interests of the Company or is otherwise determined to be in the best interests of the Company. In the event a Retired Executive becomes reemployed in violation of this provision without obtaining a waiver, the EPC may suspend Select Benefits retroactively to the date of reemployment and recover amounts overpaid from the Retired Executive's non-qualified benefits, if any, or any other source permitted by law. The EPC also may

-7Company's business with the supplier, and are not merely incidental to the performance of the Retired Executive's other job duties. A review panel consisting of at least two representatives from Human Resources and one representative from the Office of the General Counsel shall be established to review Retired Executive's requests for reemployment. The Retired Executive shall furnish to the Review Panel such information about the proposed employment as is reasonably requested to enable the Review Panel to evaluate the request. The Review Panel shall have sole and absolute discretion to determine whether the request for reemployment violates this provision. Decisions of the Review Panel are final and binding on all parties and are not subject to further review. The reemployment condition may be waived by the Executive Personnel Committee (EPC) if the proposed employment advances the strategic interests of the Company or is otherwise determined to be in the best interests of the Company. In the event a Retired Executive becomes reemployed in violation of this provision without obtaining a waiver, the EPC may suspend Select Benefits retroactively to the date of reemployment and recover amounts overpaid from the Retired Executive's non-qualified benefits, if any, or any other source permitted by law. The EPC also may terminate a Retired Executive's future eligibility for Select Benefits or take any other action reasonably necessary, in the EPC's sole discretion, to enforce the provisions of this Section. 9.05 Select Benefits Not Funded. The Company's obligations under this Plan are not funded. Select Benefits under this Plan shall be payable only out of the general funds of the Company. 9.06 Continuing Plan. The Plan shall be an ongoing Plan and shall be made available at the discretion of the Company. The Company may designate certain periods within a calendar year in which offers of Select Benefits may be made and may provide that no offers of Select Benefits may be accepted before or after designated dates within a calendar year. The Company also may limit the offer of Select Benefits to those within a designated salary roll or band. Select Benefits may be combined with additional types of termination incentives upon the direction of the Company. Provisions of such other termination incentives are not governed by the terms of this Plan. 9.07 Governing Law. Except as otherwise provided under federal law, the Plan and all rights thereunder shall be governed, construed and administered in accordance with the laws of the State of Michigan. 9.08 Amendment or Termination. The Company reserves the right to modify or amend, in whole or in part, or to terminate this Plan, at any time without notice. 9.09 Terms Not Otherwise Defined. Capitalized terms not otherwise defined in this Plan shall have the same meanings ascribed to such terms under the applicable Retirement Plans.

Exhibit 10-U-2 DESCRIPTION OF AMENDMENT TO SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AND EXECUTIVE SEPARATION ALLOWANCE PLAN (Effective July 1, 1996) The Supplemental Executive Retirement Plan and Executive Separation Allowance Plan were each amended to permit prospective participation by employees of Jaguar Cars, a division of Ford Motor Company.

Ford Motor Company and Subsidiaries COMPUTATION OF PRIMARY AND FULLY DILUTED EARNINGS PER SHARE -----------------------------------------------------------

Exhibit 10-U-2 DESCRIPTION OF AMENDMENT TO SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AND EXECUTIVE SEPARATION ALLOWANCE PLAN (Effective July 1, 1996) The Supplemental Executive Retirement Plan and Executive Separation Allowance Plan were each amended to permit prospective participation by employees of Jaguar Cars, a division of Ford Motor Company.

Ford Motor Company and Subsidiaries COMPUTATION OF PRIMARY AND FULLY DILUTED EARNINGS PER SHARE ----------------------------------------------------------IN ACCORDANCE WITH OPINION 15 OF THE ACCOUNTING PRINCIPLES BOARD ----------------------------------------------------------------

1996 -------------------------------Income Attributable Avg. Shares to Common of Common and Class B Stock and Class B -----------------Stock Per Outstanding Total Share ------------------(Mils.) (Mils.) Preliminary Earnings Per Share Calculation I. Primary Earnings Per Share . Assuming exercise of options . Assuming purchase of shares with proceeds of options . Uncommitted ESOP shares . Assuming issuance of shares contingently issuable Net Common Stock Equivalents

1995 ------------------------------- ----Income Attributable Avg. Avg. Shares to Common Avg. of Common and Class B Stock of and Class B ----------------- and Stock Per St Outstanding Total Share Outst ------------------- ----(Mils.) (Mils.) (

1,179

$4,381

$3.72

1,071

$3,839

$3.58

1,0

51 (35) (6) 2 ----12 -----

32 (17) (2) 2 ----15 ----(

---

---

Primary Earnings Per Share Calculation

1,191 =====

$4,381 ======

$3.72a/ =====

1,086 =====

$3,839 ======

$3.53a/ =====

1, ==

II. Fully Diluted Earnings Per Share ---------------------Primary Earnings Per Share Calculation . Assuming conversion of convertible preferred stock . Reduction in shares assumed to be purchased with option proceedsc/

1,191 19

$4,381 24b/

$3.72a/

1,086 110

$3,839 141b/

$3.53a/

1,

0 -----

0 -----

--

Fully Diluted Earnings Per Share Calculation

1,210 =====

$4,405 ======

$3.64 =====

1,196 =====

$3,980 ======

$3.33 =====

1, ==

Ford Motor Company and Subsidiaries COMPUTATION OF PRIMARY AND FULLY DILUTED EARNINGS PER SHARE ----------------------------------------------------------IN ACCORDANCE WITH OPINION 15 OF THE ACCOUNTING PRINCIPLES BOARD ----------------------------------------------------------------

1996 -------------------------------Income Attributable Avg. Shares to Common of Common and Class B Stock and Class B -----------------Stock Per Outstanding Total Share ------------------(Mils.) (Mils.) Preliminary Earnings Per Share Calculation I. Primary Earnings Per Share . Assuming exercise of options . Assuming purchase of shares with proceeds of options . Uncommitted ESOP shares . Assuming issuance of shares contingently issuable Net Common Stock Equivalents

1995 ------------------------------- ----Income Attributable Avg. Avg. Shares to Common Avg. of Common and Class B Stock of and Class B ----------------- and Stock Per St Outstanding Total Share Outst ------------------- ----(Mils.) (Mils.) (

1,179

$4,381

$3.72

1,071

$3,839

$3.58

1,0

51 (35) (6) 2 ----12 -----

32 (17) (2) 2 ----15 ----(

---

---

Primary Earnings Per Share Calculation

1,191 =====

$4,381 ======

$3.72a/ =====

1,086 =====

$3,839 ======

$3.53a/ =====

1, ==

II. Fully Diluted Earnings Per Share ---------------------Primary Earnings Per Share Calculation . Assuming conversion of convertible preferred stock . Reduction in shares assumed to be purchased with option proceedsc/

1,191 19

$4,381 24b/

$3.72a/

1,086 110

$3,839 141b/

$3.53a/

1,

0 -----

0 -----

--

Fully Diluted Earnings Per Share Calculation

1,210 =====

$4,405 ======

$3.64 =====

1,196 =====

$3,980 ======

$3.33 =====

1, ==

- - - - a/ The effect of common stock equivalents and/or other dilutive securities was not material in this period; therefore, the amount presented on the income statement is the Preliminary Earnings Per Share Calculation. b/ Reflects the elimination of preferred dividends upon conversion. c/ Incremental effect of dividing assumed option proceeds by the ending price, rather than the average price, of Common Stock for each period when the ending price exceeds the average price.

Ford Motor Company and Subsidiaries CALCULATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVI ----------------------------------------------------------------------------------(in millions)

For the Years Ended December 31 ----------------------------------------------1996 1995 1994 1993 ----------------------------Earnings - -------Income/(Loss) before income taxes and cumulative effects of changes in accounting principles Equity in net loss/(income) of affiliates plus dividends from affiliates Adjusted fixed charges a/ Earnings

$ 6,793

$ 6,705

$ 8,789

$ 4,003

36 10,801 ------$17,630 =======

179 10,556 ------$17,440 =======

(182) 8,122 ------$16,729 =======

(98) 7,648 ------$11,553 =======

Combined Fixed Charges and Preferred Stock Dividends - -------------------------Interest expense b/ Interest portion of rental expense c/ Preferred stock dividend requirements of majority owned subsidiaries and trusts d/ Fixed charges Ford preferred stock dividend requirements e/

$10,464 300

$10,121 396

$ 7,787 265

$ 7,351 266

55 ------10,819

199 ------10,716

160 ------8,212

115 ------7,732

95 -------

459 -------

472 -------

442 -------

Total combined fixed charges and preferred stock dividends

$10,914 =======

$11,175 =======

$ 8,684 =======

$ 8,174 =======

Ratios - -----Ratio of earnings to fixed charges Ratio of earnings to combined fixed charges and preferred stock dividends

1.6 1.6

1.6 1.6

2.0 1.9

1.5 1.4

- - - - - a/ Fixed charges, as shown below, adjusted to exclude the amount of interest capitalized during the period and preferred stock dividend requirements of majority owned subsidiaries and trusts. b/ Includes interest, whether expensed or capitalized, and amortization of debt expense and discount or premium relating to any indebtedness. c/ One-third of all rental expense is deemed to be interest. d/ Preferred stock dividend requirements of Ford Holdings, Inc. (1995 - 1992), increased to an amount representing the pre-tax earnings which would be required to cover such dividend requirements based on Ford's effective income tax rates for all periods except 1992. The U.S. statutory rate of 34% was used for 1992. Beginning in the fourth quarter 1995, includes requirements related to company-obligated mandatorily redeemable preferred securities of a subsidiary trust. e/ Preferred stock dividend requirements of Ford Motor Company, increased to an amount representing the pre-tax earnings which would be required to cover such dividend requirements based on Ford's effective income tax rates for all periods except 1992. The U.S. statutory rate of 34% was used for 1992. f/ Earnings inadequate to cover fixed charges by $237 million. g/ Earnings inadequate to cover combined fixed charges and preferred stock dividends by $554 million.

Exhibit 21 Ford Motor Company SUBSIDIARIES OF THE REGISTRANT AS OF MARCH 15, 1997*
Organization - -----------Cadiz Electronica, S.A. Carplastic S.A. de C.V. Ford Argentina S.A. Ford Brasil Ltda. Ford Capital B.V. Ford Electronica Portuguesa, Ltd. Ford Electronics and Refrigeration Corporation Ford Electronics Manufacturing Corporation Ford Enhanced Investment Partnership Ford Espana S.A. Ford Export Services B.V. Ford France S.A. Ford FSG, Inc. Associates First Capital Corporation Associates Corporation of North America ACONA B.V. AIC Associates Canada Holdings Inc. AIC Corporation Ford Motor Credit Company The American Road Insurance Company Ford Credit Australia Limited Ford Credit Auto Receivables Corporation Ford Credit Canada Limited Ford Credit Europe plc Ford Bank AG Primus Automotive Financial Services, Inc. Ford Holdings, Inc. Ford Motor Land Development USL Capital Corporation Ford International Capital Corporation Ford Investment Partnership Ford Italiana S.p.A. Ford Motor Company (Austria) K.G. Ford Motor Company (Belgium) N.V. Ford Motor Company of Canada, Limited Ford Motor Company of Australia Limited Ford Motor Company of New Zealand Limited Ford Lio Ho Motor Company Ltd. Ford Motor Company (Japan), Ltd. Ford Motor Company Limited Ford Motor Company, S.A. de C.V. Ford Motor de Venezuela, S.A. Ford Nederland B.V. Ford Treasury Services Dublin Ford Werke AG The Hertz Corporation Jaguar Limited Transcon Insurance Limited Jurisdiction -----------Spain Mexico Argentina Brazil The Netherlands Bermuda Delaware, U.S.A. Canada Michigan, U.S.A. Spain The Netherlands France Delaware, U.S.A. Delaware, U.S.A. Delaware, U.S.A. The Netherlands Canada Japan Delaware, U.S.A. Michigan, U.S.A. Australia Delaware, U.S.A. Canada England Germany New York, U.S.A. Delaware, U.S.A. Delaware, U.S.A. Delaware, U.S.A. Delaware, U.S.A. Michigan, U.S.A. Italy Austria Belgium Canada Australia New Zealand Taiwan Japan England Mexico Venezuela The Netherlands Ireland Germany Delaware, U.S.A. England Bermuda

466 Other U.S. Subsidiaries 326 Other Non-U.S. Subsidiaries * Subsidiaries are not shown by name in the above list if, considered in the aggregate as a single subsidiary, they would not constitute a significant subsidiary.

EXHIBIT 23

Exhibit 21 Ford Motor Company SUBSIDIARIES OF THE REGISTRANT AS OF MARCH 15, 1997*
Organization - -----------Cadiz Electronica, S.A. Carplastic S.A. de C.V. Ford Argentina S.A. Ford Brasil Ltda. Ford Capital B.V. Ford Electronica Portuguesa, Ltd. Ford Electronics and Refrigeration Corporation Ford Electronics Manufacturing Corporation Ford Enhanced Investment Partnership Ford Espana S.A. Ford Export Services B.V. Ford France S.A. Ford FSG, Inc. Associates First Capital Corporation Associates Corporation of North America ACONA B.V. AIC Associates Canada Holdings Inc. AIC Corporation Ford Motor Credit Company The American Road Insurance Company Ford Credit Australia Limited Ford Credit Auto Receivables Corporation Ford Credit Canada Limited Ford Credit Europe plc Ford Bank AG Primus Automotive Financial Services, Inc. Ford Holdings, Inc. Ford Motor Land Development USL Capital Corporation Ford International Capital Corporation Ford Investment Partnership Ford Italiana S.p.A. Ford Motor Company (Austria) K.G. Ford Motor Company (Belgium) N.V. Ford Motor Company of Canada, Limited Ford Motor Company of Australia Limited Ford Motor Company of New Zealand Limited Ford Lio Ho Motor Company Ltd. Ford Motor Company (Japan), Ltd. Ford Motor Company Limited Ford Motor Company, S.A. de C.V. Ford Motor de Venezuela, S.A. Ford Nederland B.V. Ford Treasury Services Dublin Ford Werke AG The Hertz Corporation Jaguar Limited Transcon Insurance Limited Jurisdiction -----------Spain Mexico Argentina Brazil The Netherlands Bermuda Delaware, U.S.A. Canada Michigan, U.S.A. Spain The Netherlands France Delaware, U.S.A. Delaware, U.S.A. Delaware, U.S.A. The Netherlands Canada Japan Delaware, U.S.A. Michigan, U.S.A. Australia Delaware, U.S.A. Canada England Germany New York, U.S.A. Delaware, U.S.A. Delaware, U.S.A. Delaware, U.S.A. Delaware, U.S.A. Michigan, U.S.A. Italy Austria Belgium Canada Australia New Zealand Taiwan Japan England Mexico Venezuela The Netherlands Ireland Germany Delaware, U.S.A. England Bermuda

466 Other U.S. Subsidiaries 326 Other Non-U.S. Subsidiaries * Subsidiaries are not shown by name in the above list if, considered in the aggregate as a single subsidiary, they would not constitute a significant subsidiary.

EXHIBIT 23

EXHIBIT 23 Ford Motor Company The American Road Dearborn, Michigan CONSENT OF COOPERS & LYBRAND L.L.P. Re: Ford Motor Company Registration Statements Nos. 2-95018, 2-95020, 33-9722, 33-14951, 33-19036, 33-36043, 33-36061, 33-39402, 33-50087, 33-50194, 33-50238, 33-54304, 33-54344, 33-54348, 3354275, 33-54283, 33-54735, 33-54737, 33-55847, 33-56785, 33-58255, 33-58785, 33-58861, 33-61107, 33-62227, 33-64605, 33-64607, 333-02401, 333-02735 and 333-20725 on Form S-8, and 2-42133, 3332641, 33-40638, 33-43085, 33-55474, 33-55171, 33-64247 and 333-14297 on Form S-3 We consent to the incorporation by reference in the above Registration Statements of our report dated January 27, 1997 to the Board of Directors and Stockholders of Ford Motor Company which is included in this Annual Report on Form 10-K.
/s/Coopers & Lybrand L.L.P. COOPERS & LYBRAND L.L.P.

400 Renaissance Center Detroit, Michigan 48243 March 18, 1997

Exhibit 24 FORD MOTOR COMPANY Certificate of Assistant Secretary The undersigned, Peter J. Sherry, Jr., an Assistant Secretary of FORD MOTOR COMPANY, a Delaware corporation (the "Company"), DOES HEREBY CERTIFY that the following resolutions were adopted at a meeting of the Board of Directors of the Company duly called and held on March 13, 1997 and that the same are in full force and effect: RESOLVED, That preparation of an Annual Report of the Company on Form 10-K for the year ended December 31, 1996 (the "10-K Report"), including exhibits and other documents, to be filed with the Securities and Exchange Commission (the "Commission") under the Securities Exchange Act of 1934, as amended, be and hereby is in all respects authorized and approved; that the draft 10-K Report presented to this meeting be and hereby is approved in all respects; that the directors and appropriate officers of the Company, and each of them, be and hereby are authorized to sign and execute in their own behalf, or in the name and on behalf of the Company, or both, as the case may be, the 10-K Report, and any and all amendments thereto, with such changes therein as such directors and officers may deem necessary, appropriate or desirable, as conclusively evidenced by their execution thereof; and that the appropriate officers of the Company, and each of them, be and hereby are authorized to cause the 10-K Report and any such amendments, so executed, to be filed with the Commission. RESOLVED, That each officer and director who may be required to sign and execute the 10-K Report or any amendment thereto or document in connection therewith (whether in the name and on behalf of the Company, or as an officer or director of the Company, or otherwise), be and hereby is authorized to execute a power of attorney appointing J. M. Devine, W. J. Cosgrove, J. W. Martin, Jr., J. M. Rintamaki, L. J. Ghilardi and Nadia A. Patino, and each of them, severally, his or her true and lawful attorney or attorneys to sign in his or her name, place and stead in any such capacity the 10-K Report and any and all amendments thereto and documents in

Exhibit 24 FORD MOTOR COMPANY Certificate of Assistant Secretary The undersigned, Peter J. Sherry, Jr., an Assistant Secretary of FORD MOTOR COMPANY, a Delaware corporation (the "Company"), DOES HEREBY CERTIFY that the following resolutions were adopted at a meeting of the Board of Directors of the Company duly called and held on March 13, 1997 and that the same are in full force and effect: RESOLVED, That preparation of an Annual Report of the Company on Form 10-K for the year ended December 31, 1996 (the "10-K Report"), including exhibits and other documents, to be filed with the Securities and Exchange Commission (the "Commission") under the Securities Exchange Act of 1934, as amended, be and hereby is in all respects authorized and approved; that the draft 10-K Report presented to this meeting be and hereby is approved in all respects; that the directors and appropriate officers of the Company, and each of them, be and hereby are authorized to sign and execute in their own behalf, or in the name and on behalf of the Company, or both, as the case may be, the 10-K Report, and any and all amendments thereto, with such changes therein as such directors and officers may deem necessary, appropriate or desirable, as conclusively evidenced by their execution thereof; and that the appropriate officers of the Company, and each of them, be and hereby are authorized to cause the 10-K Report and any such amendments, so executed, to be filed with the Commission. RESOLVED, That each officer and director who may be required to sign and execute the 10-K Report or any amendment thereto or document in connection therewith (whether in the name and on behalf of the Company, or as an officer or director of the Company, or otherwise), be and hereby is authorized to execute a power of attorney appointing J. M. Devine, W. J. Cosgrove, J. W. Martin, Jr., J. M. Rintamaki, L. J. Ghilardi and Nadia A. Patino, and each of them, severally, his or her true and lawful attorney or attorneys to sign in his or her name, place and stead in any such capacity the 10-K Report and any and all amendments thereto and documents in connection therewith, and to file the same with the Commission, each of said attorneys to have power to act with or without the other, and to have full power and authority to do and perform in the name and on behalf of each of said officers and directors who shall have executed such power of attorney, every act whatsoever which such attorneys, or any of them, may deem necessary, appropriate or desirable to be done in connection therewith as fully and to all intents and purposes as such officers or directors might or could do in person. WITNESS my hand as of this 18th day of March, 1997.
/s/Peter J. Sherry, Jr. -------------------------Peter J. Sherry, Jr. Assistant Secretary (SEAL)

POWER OF ATTORNEY WITH RESPECT TO ANNUAL REPORT OF FORD MOTOR COMPANY ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1996 Each of the undersigned, a director, officer or employee of FORD MOTOR COMPANY, appoints each of J. M. Devine, W. J. Cosgrove, J. W. Martin, Jr., J. M. Rintamaki, L. J. Ghilardi and Nadia A. Patino his or her true and lawful attorney and agent to do any and all acts and things and execute any and all instruments which the attorney and agent may deem necessary or advisable in order to enable FORD MOTOR COMPANY to comply with the Securities Exchange Act of 1934, and any requirements of the Securities and Exchange Commission, in connection with the Annual Report of FORD MOTOR COMPANY on Form 10-K for the year ended December 31, 1996 and any and all amendments thereto, as authorized at a meeting of the Board of Directors of FORD MOTOR COMPANY held on March 13, 1997, including, but not limited to, power and authority to sign his or her name (whether on behalf of FORD MOTOR COMPANY, or as a director, officer or

POWER OF ATTORNEY WITH RESPECT TO ANNUAL REPORT OF FORD MOTOR COMPANY ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1996 Each of the undersigned, a director, officer or employee of FORD MOTOR COMPANY, appoints each of J. M. Devine, W. J. Cosgrove, J. W. Martin, Jr., J. M. Rintamaki, L. J. Ghilardi and Nadia A. Patino his or her true and lawful attorney and agent to do any and all acts and things and execute any and all instruments which the attorney and agent may deem necessary or advisable in order to enable FORD MOTOR COMPANY to comply with the Securities Exchange Act of 1934, and any requirements of the Securities and Exchange Commission, in connection with the Annual Report of FORD MOTOR COMPANY on Form 10-K for the year ended December 31, 1996 and any and all amendments thereto, as authorized at a meeting of the Board of Directors of FORD MOTOR COMPANY held on March 13, 1997, including, but not limited to, power and authority to sign his or her name (whether on behalf of FORD MOTOR COMPANY, or as a director, officer or employee of FORD MOTOR COMPANY, or by attesting the seal of FORD MOTOR COMPANY, or otherwise) to such instruments and to such Annual Report and any amendments thereto, and to file them with the Securities and Exchange Commission. The undersigned ratifies and confirms all that any of the attorneys and agents shall do or cause to be done by virtue hereof. Any one of the attorneys and agents shall have, and may exercise, all the powers conferred by this instrument. Each of the undersigned has signed his or her name as of the 13th day of March, 1997.
/s/Alex Trotman --------------(Alex Trotman) /s/Michael D. Dingman -----------------------------(Michael D. Dingman)

/s/Edsel B. Ford II ------------------(Edsel B. Ford II)

/s/William Clay Ford -----------------------------(William Clay Ford)

/s/William Clay Ford, Jr. ---------------------------(William Clay Ford, Jr.)

/s/Roberto C. Goizueta -----------------------------(Roberto C. Goizueta)

/s/Irvine O. Hockaday, Jr. ---------------------------(Irvine O. Hockaday, Jr.)

/s/ Marie-Josee Kravis -----------------------------(Marie-Josee Kravis)

--------------------------(Drew Lewis)

/s/Ellen R. Marram -----------------------------(Ellen R. Marram)

/s/Homer A. Neal - ---------------------------(Homer A. Neal)

/s/Carl E. Reichardt -----------------------------(Carl E. Reichardt)

/s/John L. Thornton - ---------------------------(John L. Thornton)

/s/Clifton R. Wharton, Jr. -----------------------------(Clifton R. Wharton, Jr.)

/s/John M. Devine - ---------------------------(John M. Devine)

/s/William J. Cosgrove -----------------------------(William J. Cosgrove)