S-8

Registration Statement No.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

FORD MOTOR COMPANY

(Exact name of registrant as specified in its charter)

Delaware	38-0549190
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
One American Road
Dearborn, Michigan	48126-1899
(Address of principal executive offices)	(Zip Code)

Ford Motor Company Benefit Equalization Plan
(Full Title of the Plan)

The Corporation Trust Company
30600 Telegraph Road
Bingham Farms, Michigan 48025
(248) 646-9033
(Name, address and telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ	Accelerated filer o	Non-accelerated filer o	Smaller reporting company o
		(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

		Proposed
		maximum	Proposed maximum
Title of securities to be	Amount to be	offering price	aggregate offering	Amount of
registered	registered	per obligation	price (b)	registration fee
Benefit Equalization Plan Obligations (a)	$15,000,000	100%	$15,000,000	$837.00

(a)	The Benefit Equalization Plan Obligations are unsecured obligations of Ford Motor Company to pay compensation in the future in accordance with the terms of the savings plan portion of the Ford Motor Company Benefit Equalization Plan.
(b)	Estimated solely for the purpose of determining the registration fee.
	In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement covers an indeterminate amount of interests to be offered or sold pursuant to the Plan described herein.

EXHIBIT INDEX begins on page 10

TABLE OF CONTENTS

	Item 3. Incorporation of Documents by Reference
	Item 5. Interests of Named Experts and Counsel
	Item 6. Indemnification of Directors and Officers
	Item 8. Exhibits
	Item 9. Undertakings
SIGNATURES
EXHIBIT INDEX
EX-4.1
EX-5.1
EX-5.2
EX-15
EX-23
EX-24.1
EX-24.2

Ford Motor Company Benefit Equalization Plan

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

          Ford Motor Company (“Ford” or the “Company”) hereby incorporates into this Registration Statement the following documents filed by the Company with the Securities and Exchange Commission:

(a)	The Company’s Annual Report on Form 10-K for the year ended December 31, 2008.
(b)	(1) The Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2009, June 30, 2009, and September 30,        2009; and

(2) The Company’s Current Reports on Form 8-K filed January 5, 2009, January 16, 2009, January 29, 2009, February 3, 2009, March 3, 2009, March 4, 2009, March 13, 2009, March 23, 2009, March 25, 2009, April 1, 2009, April 6, 2009, April 8, 2009, April 24, 2009, May 1, 2009, May 11, 2009, May 14, 2009, May 20, 2009 (Form 8-K/A), June 2, 2009, June 29, 2009, July 1, 2009, July 17, 2009, July 23, 2009, July 28, 2009, August 3, 2009, August 18, 2009, September 1, 2009, September 11, 2009, September 22, 2009, October 1, 2009, November 2, 2009, November 3, 2009, and November 9, 2009.

(c) The description of Ford’s Common Stock contained in the Registration Statement on Form 8-A filed on October 23, 2009, pursuant to Section 12(b) of the Exchange Act, as amended.

          All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in the Registration Statement and to be a part hereof from the date of filing such documents.

Item 5. Interests of Named Experts and Counsel.

          The Company’s Associate General Counsel and Secretary, Peter J. Sherry, Jr., has passed on the validity of the Obligations. Mr. Sherry beneficially owns shares of and has options to purchase shares of Ford common stock. The Company’s Managing Counsel, Bonnie S. Gorichan, has passed on the Plan’s compliance requirements with respect to the Employee Retirement Income Security Act of 1974, as amended. Ms. Gorichan beneficially owns shares of and has options to purchase shares of Ford common stock.

Item 6. Indemnification of Directors and Officers.

Section 145 of the General Corporation law of Delaware provides as follows:

          §145. Indemnification of officers, directors, employees and agents; insurance.

     (a) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon

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a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful.

     (b) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

     (c) To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this section, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

     (d) Any indemnification under subsections (a) and (b) of this section (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and (b) of this section. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.

     (e) Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in this section. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the corporation deems appropriate.

     (f) The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office. A right to indemnification or to advancement of expenses arising under a provision of the certificate of incorporation or a bylaw shall not be eliminated or impaired by an amendment to such provision after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative action, suit or proceeding for

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which indemnification or advancement of expenses is sought, unless the provision in effect at the time of such act or omission explicitly authorizes such elimination or impairment after such action or omission has occurred.

     (g) A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under this section.

     (h) For purposes of this section, references to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this section with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.

     (i) For purposes of this section, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this section.

     (j) The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

     (k) The Court of Chancery is hereby vested with exclusive jurisdiction to hear and determine all actions for advancement of expenses or indemnification brought under this section or under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. The Court of Chancery may summarily determine a corporation’s obligation to advance expenses (including attorneys’ fees).

8 Del. C. §145.

          In accordance with the Delaware Law, the Restated Certificate of Incorporation of Ford contains a provision to limit the personal liability of the directors of Ford for violations of their fiduciary duty. This provision eliminates each director’s liability to Ford or its stockholders for monetary damages except (i) for any breach of the director’s duty of loyalty to Ford or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware Law providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions, or (iv) for any transaction from which a director derived an improper personal benefit. The effect of this provision is to eliminate the personal liability of directors for monetary damages for actions involving a breach of their fiduciary duty of care, including any such actions involving gross negligence.

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          Pursuant to most of Ford’s employee benefit plans, including, without limitation, its Deferred Compensation Plan, Annual Incentive Compensation Plan, Savings and Stock Investment Plan for Salaried Employees, Tax-Efficient Savings Plan for Hourly Employees, long-term incentive plans, and stock option plans, the Company indemnifies directors, officers and employees of Ford against all loss, cost, liability or expense resulting from any claim, action, suit or proceeding in which such persons are involved by reason of any action taken or failure to act under such plans except as provided in the immediately preceding paragraph.

          Ford is insured for liabilities it may incur pursuant to its Restated Certificate of Incorporation relating to the indemnification of its directors, officers and employees. In addition, directors, officers and certain employees are insured against certain losses which may arise out of their employment and which are not recoverable under the indemnification provisions of Ford’s Restated Certificate of Incorporation.

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Item 8. Exhibits.

Exhibit Number	Exhibit Description
Exhibit 4.1	Ford Motor Company Benefit Equalization Plan as amended and restated as of December 31, 2008. Filed with this Registration Statement.
Exhibit 5.1	Opinion of Peter J. Sherry, Jr., Associate General Counsel and Secretary of Ford Motor Company, with respect to the legality of the securities being registered hereunder. Filed with this Registration Statement.
Exhibit 5.2	Opinion of Bonnie S. Gorichan, Managing Counsel to Ford Motor Company, with respect to compliance requirements of the Employee Retirement Income Security Act of 1974, as amended. Filed with this Registration Statement.
Exhibit 15	Letter from Independent Registered Public Accounting Firm regarding unaudited interim financial information. Filed with this Registration Statement.
Exhibit 23	Consent of Independent Registered Public Accounting Firm. Filed with this Registration Statement.
Exhibit 24.1	Powers of Attorney authorizing signature. Filed with this Registration Statement.
Exhibit 24.2	Certified resolutions of Board of Directors authorizing signature pursuant to a power of attorney. Filed with this Registration Statement.

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Item 9. Undertakings.

(a) The undersigned registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

          (2) That, for the purpose of determining any liability under the Securities Act of 1933, as amended, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering hereof.

          (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, as amended, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934, as amended) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dearborn, State of Michigan, on this 9^th day of November, 2009.

	FORD MOTOR COMPANY
By:	Alan Mulally*
	(Alan Mulally)
	Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
William Clay Ford, Jr.* (William Clay Ford, Jr.)	Director, Chairman of the Board, Executive Chairman, Chair of the Office of the Chairman and Chief Executive Committee, and Chair of the Finance Committee	November 9, 2009
Alan Mulally* (Alan Mulally)	Director, President, and Chief Executive Officer (principal executive officer)	November 9, 2009
Stephen G. Butler* (Stephen G. Butler)	Director and Chair of the Audit Committee	November 9, 2009
Kimberly A. Casiano* (Kimberly A. Casiano)	Director	November 9, 2009
Anthony F. Earley* (Anthony F. Earley)	Director	November 9, 2009
Edsel B. Ford II* (Edsel B. Ford II)	Director	November 9, 2009
Richard A. Gephardt* (Richard A. Gephardt)	Director	November 9, 2009
Irvine O. Hockaday, Jr.* (Irvine O. Hockaday, Jr.)	Director	November 9, 2009
Richard A. Manoogian* (Richard A. Manoogian)	Director and Chair of the Compensation Committee	November 9, 2009

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Signature	Title	Date
Ellen R. Marram* (Ellen R. Marram)	Director and Chair of the Nominating and Governance Committee	November 9, 2009
Homer A. Neal* (Homer A. Neal)	Director and Chair of the Sustainability Committee	November 9, 2009
Gerald L. Shaheen* (Gerald L. Shaheen)	Director	November 9, 2009
John L. Thornton* (John L. Thornton)	Director	November 9, 2009
Robert L. Shanks* (Robert L. Shanks)	Vice President and Controller (principal accounting officer)	November 9, 2009
Lewis W. K. Booth* (Lewis W. K. Booth)	Executive Vice President and Chief Financial Officer (principal financial officer)	November 9, 2009
*By: /s/ Peter J. Sherry, Jr. (Peter J. Sherry, Jr., Attorney-in-Fact)

The Plan. Pursuant to the requirements of the Securities Act of 1933, as amended, the trustees (or other persons who administer the employee benefit plan) has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dearborn, State of Michigan, on this 9^th day of November, 2009.

*By: /s/ Peter J. Sherry, Jr. (Peter J. Sherry, Jr., Attorney-in-Fact)

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EXHIBIT INDEX

Exhibit Number	Exhibit Description
Exhibit 4.1	Ford Motor Company Benefit Equalization Plan as amended and restated as of December 31, 2008. Filed with this Registration Statement.
Exhibit 5.1	Opinion of Peter J. Sherry, Jr., Associate General Counsel and Secretary of Ford Motor Company, with respect to the legality of the securities being registered hereunder. Filed with this Registration Statement.
Exhibit 5.2	Opinion of Bonnie S. Gorichan, Managing Counsel to Ford Motor Company, with respect to compliance requirements of the Employee Retirement Income Security Act of 1974, as amended. Filed with this Registration Statement.
Exhibit 15	Letter from Independent Registered Public Accounting Firm regarding unaudited interim financial information. Filed with this Registration Statement.
Exhibit 23	Consent of Independent Registered Public Accounting Firm. Filed with this Registration Statement.
Exhibit 24.1	Powers of Attorney authorizing signature. Filed with this Registration Statement.
Exhibit 24.2	Certified resolutions of Board of Directors authorizing signature pursuant to a power of attorney. Filed with this Registration Statement.

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EX-4.1

Exhibit 4.1

FORD MOTOR COMPANY
BENEFIT EQUALIZATION PLAN
(Amended and Restated Effective as of December 31, 2008)

Section 1. Purpose.

The purpose of this Plan is to preserve certain benefits of employees under the Company’s tax qualified General Retirement Plan, Ford Retirement Plan and Savings and Stock Investment Plan for Salaried Employees by providing appropriate Equalization Benefits under this Plan in place of benefits which cannot be provided under such tax qualified plans because of limitations imposed by Section 415 and Section 401(a)(17) of the Internal Revenue Code of 1986, as amended, as well as base salary amounts deferred to the Ford Motor Company Deferred Compensation Plan.

Section 2. Definitions.

As used in this Plan, the following terms shall have the following meanings, respectively:

          2.01 “BEP Salary Reductions” shall mean that portion of salary at the basic salary rate which would have been credited to an Eligible Employee’s account before January 1, 1985 pursuant to a salary reduction agreement under the SSIP but which, by reason of Code Section 415, exceeds salary reduction contributions that can be made by the Company on an Eligible Employee’s behalf under the Tax-Efficient Savings Program of the SSIP.

          2.02 “Code” shall mean the Internal Revenue Code of 1986, as amended.

          2.03 “Committee” shall mean the Compensation Committee of the Board of Directors of Ford Motor Company.

          2.04 “Company” shall mean Ford Motor Company and such of the subsidiaries of Ford Motor Company as, with the consent of Ford Motor Company, shall have adopted this Plan.

          2.05 “DCP” shall mean the Ford Motor Company Deferred Compensation Plan.

          2.06 “Designated Third Party Administrator” shall be Fidelity Institutional Retirement Services Company or a successor vendor who the Company shall employ to act as record keeper to maintain Eligible Employee subaccounts and process notional investment elections.

          2.07 “Eligible Employee” shall mean a salaried employee of the Company whose benefits under the GRP, FRP and/or SSIP are limited as a result of the application of the limitations imposed by Code Sections 415 and/or 401(a)(17) or due to base salary deferrals under the DCP.

          2.08 “Eligible Surviving Spouse” shall mean an Eligible Employee’s spouse, as defined by the Federal Defense of Marriage Act of 1996, to whom the Eligible Employee has been married for at least one year prior to the Eligible Employee’s date of death.

          2.09 “Equalization Benefits” shall mean FRP Equalization Benefits, Periodic GRP Equalization Benefits and/or SSIP Equalization Benefits.

          2.10 “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

          2.11 “ESAP” shall mean the Ford Motor Company Executive Separation Allowance Plan, as amended from time to time.

          2.12 “FERCO SRP” shall mean the Ford Electronics and Refrigeration Corporation Salaried Retirement Plan.

          2.13 “FRP” shall mean the Ford Retirement Plan, as amended from time to time.

          2.14 “FRP Equalization Benefit” shall mean the benefit provided pursuant to Section 3.03.

          2.15 “GRP” shall mean the Ford Motor Company General Retirement Plan, as amended from time to time.

          2.16 “Limitations” shall mean the limitations on benefits and/or contributions imposed on qualified plans by Code Sections 415 and 401(a)(17).

          2.17 “Periodic GRP Equalization Benefit” shall mean the benefit provided pursuant to Section 3.01.

          2.18 “Plan” shall mean this Ford Motor Company Benefit Equalization Plan, as amended from time to time.

          2.19 “Plan Administrator” shall mean such person or persons to whom the Committee shall delegate authority to administer the Plan.

          2.20 “SSIP” shall mean the Ford Motor Company Savings and Stock Investment Plan for Salaried Eligible Employees, as amended from time to time.

          2.21 “SSIP Equalization Benefit” shall mean the benefit provided pursuant to Section 3.02.

          2.22 “Separation From Service” shall occur upon an Eligible Employee’s death, retirement or other termination from employment with the Company.

          2.23 “Specified Employee” shall mean an Eligible Employee who is a “Key Employee” as defined in Code Section 416(i)(1)(A)(i), (ii) or (iii), applied in accordance with the regulations thereunder and disregarding Subsection 416(i)(5). A Specified Employee shall be identified as of December 31st of each calendar year and such identification shall apply to any Specified Employee who shall incur a Separation From Service in the 12-month period commencing April 1st of the immediately succeeding calendar year. An Eligible Employee who is determined to be a Specified Employee shall remain a Specified Employee throughout such 12-month period regardless of whether the Eligible Employee meets the definition of “Specified Employee” on the date the Eligible Employee incurs a Separation From Service. This provision is effective for Specified Employees who incur a Separation From Service on or after January 1, 2005. For purposes of determining Specified Employees, the definition of compensation under Treasury Regulation Section 1.415(c)-2(d)(3) shall be used, applied without the use of any of the special timing rules provided in Treasury Regulation Section 1.415(c)-2(e) or the special rule in Treasury Regulation Section 1.415(c)-2(g)(5)(i), but applied with the use of the special rule in Treasury Regulation Section 1.415(c)-2(g)(5)(ii).

          2.24 “Subsidiary” shall mean, as applied with respect to any person or legal entity specified, (i) a person or legal entity with a majority of the voting stock of which is owned or controlled, directly or indirectly, by the person or legal entity specified or (ii) any other type of business organization in which the person or legal entity specified owns or controls, directly or indirectly, a majority interest.

          2.25 “Totally and Permanently Disabled” shall mean an Eligible Employee who:

(a)

is not engaged in regular employment or occupation for remuneration or profit (including employment with the Company and/or its Subsidiaries, but excluding employment or occupation which the Plan Administrator determines to be for purposes of rehabilitation);

(b)

is determined by the Plan Administrator, on the basis of medical evidence, to be totally disabled by bodily injury or disease so as to be prevented thereby from engaging in any regular occupation with the Company, where such disability has been continuous for at least 5 months, and where the Plan Administrator determines such disability will be permanent and continuous during the remainder of such Eligible Employee’s life; and

(c) has earned at least 10 years of credited service under the GRP.

Section 3. Equalization of Benefits.

          3.01 GRP Equalization Benefits.

(a)	A Periodic GRP Equalization Benefit shall be provided to any Eligible Employee (i) whose GRP benefit is subject to the Limitations or delayed pursuant to provisions set forth in (b)(iii), and (ii) who, at the time of Separation From Service, has earned at least 5 years of credited service under the GRP (or, if age 65 or older, has earned at least 1 year of credited service under the GRP).
(b)	The Periodic GRP Equalization Benefit:

(i)

Shall be equal in amount to the difference between the GRP benefit the Eligible Employee would receive if the Eligible Employee commenced GRP benefits upon Separation From Service and the corresponding benefit that would be payable under the GRP without regard to the Limitations. For purposes of determining such amount, the Eligible Employee shall be treated as if he or she elected to receive his or her GRP benefit in the form of the qualified joint and survivor annuity benefit under the GRP if married, or the single life annuity form of benefit under the GRP if unmarried (including, a divorced or widowed Eligible Employee). The amount of any Periodic GRP Equalization Benefit payable to an Eligible Employee whose benefit under the ESAP is not offset or reduced by the amount of any GRP benefit payable to such Eligible Employee prior to age 65 shall be increased upon the Eligible Employee’s attainment of age 65 to reflect an unreduced normal retirement benefit under the GRP. In determining the amount of the Periodic GRP Equalization Benefit, the Eligible Employee’s salary shall be the Eligible Employee’s salary (as that term is defined in the GRP) plus BEP Salary Reductions for periods before January 1, 1985 which are credited under this Plan pursuant to Section 3.02(a)(ii)(C) below, but the Eligible Employee shall not make contributions hereunder based on such BEP Salary Reductions.

(ii)

Shall be paid monthly by the Company to an Eligible Employee who has had a Separation From Service and, for distributions commencing on and after January 1, 2005, shall be paid commencing on the first day of the month following the earliest of the following dates:

(A) the first date on or after Separation From Service on which such Eligible Employee attains age 55, if the Separation From Service occurs prior to the date on which the Eligible Employee earns 30 years of credited service under the GRP;

(B) the date of Separation From Service, if the Separation From Service occurs on or after the date on which the Eligible Employee earned 30 years of credited service under the GRP; or

(C) the date on which such Eligible Employee is determined to be Totally and Permanently Disabled.

(iii) Notwithstanding any other provision of the Plan to the contrary, if a Specified Employee incurs a Separation From Service, other than as a result of such Specified Employee’s death, payment of any Periodic GRP Equalization Benefit, shall not commence (or be paid) earlier than the first day of the seventh month following Separation From Service. Any Periodic GRP Equalization Benefit payments to which a Specified Employee otherwise would have been entitled during the first six months following such Specified Employee’s Separation From Service shall be accumulated and paid in a lump sum payment on or after the first day of the seventh month following such Separation From Service. The payment delayed under this Section shall not bear interest.

(c)

Upon an Eligible Employee’s death, the Eligible Employee’s Eligible Surviving Spouse will receive a monthly benefit under the Plan in an amount equal to the difference between any GRP benefit the Eligible Surviving Spouse receives and the corresponding benefit that would be payable to the Eligible Surviving Spouse under the GRP without regard to the Limitations. Payment of any such Eligible Surviving Spouse benefit shall commence as soon as administratively practicable following the Eligible Employee’s death, but in no event after the later of: (i) the December 31st immediately following the Eligible Employee’s death, or (ii) the 15th day of the third month immediately following the Eligible Employee’s death. Any such Eligible Surviving Spouse benefit shall cease upon the death of the Eligible Surviving Spouse.

(d)

GRP Equalization Benefits commencing on or before December 31, 2004, shall be made in accordance with the terms and conditions of the Plan in effect at the time of such commencement. GRP Equalization Benefits commencing on and after January 1, 2005 shall be made as periodic payments pursuant to Section 3.01(b).

          3.02 Savings and Stock Investment Plan Equalization Benefits.

(a)	Pre-1985 Subaccount.
	The provisions of this Subsection 3.02(a) shall apply in determining that part of an Eligible Employee’s SSIP Equalization Benefit subaccount based on periods of service until December 31, 1984.

(i)

For an Eligible Employee who made the election regarding payroll deductions provided in this Subsection, or who elected to have credited under this Plan BEP Salary Reductions, a SSIP Equalization Benefit shall be provided with respect to any class or classes of the SSIP before January 1, 1985 with respect to which Company or Eligible Employee contributions were subject to the Limitations.

(ii)

If at any time during a plan year ending before January 1, 1985 it appeared that contributions by or on behalf of an Eligible Employee (including any related Company matching contributions) to the SSIP would be subject to the Limitations, such Eligible Employee may have elected to have the Company retain in its general funds and have credited for purposes of computing the Eligible Employee’s subaccount of the SSIP Equalization Benefit under this Subsection 3.02(a):

(A)	by payroll deduction authorization under this Plan that portion of the amount the Eligible Employee had elected to contribute as employee regular savings contributions to the SSIP for such pay period (by a payroll deduction authorization in effect for such pay period under the SSIP) which, when added to all other actual and projected Annual Additions as defined under the SSIP during such plan year, exceeded the Limitations.
(B)	that portion of regular savings and related earnings which have been returned to the Eligible Employee pursuant to the SSIP, and
(C)	the Eligible Employee’s BEP Salary Reductions.

(iii) There has been established for each Eligible Employee a subaccount for periods of participation under this Subsection 3.02(a) under the SSIP Equalization Benefit Account. This subaccount shall be equal to the amounts retained by the Company pursuant to Subsection 3.02(a)(ii), adjusted on the basis of investment performance and the Eligible Employee’s election as to investment of funds under the SSIP and transfer of the value of employee and Company contributions under the SSIP as though contributions and credits to the Eligible Employee’s account hereunder had been so invested, less any withdrawals pursuant to Subsection 3.02(a)(iv); provided, however, that an election by a Company officer of investment

	in Company common stock shall not apply under this Plan with respect to contributions pursuant to Subsection 3.02(a)(ii) (other than related Company matching contributions) which were made or credited hereunder by or on behalf of such Company officer; and the officer will be required to make any other investment election permitted under the SSIP with respect to such amounts.
(iv)	An Eligible Employee may not withdraw any amounts in excess of the Eligible Employee’s regular savings contributions under this Plan and may not borrow against the subaccount of the Eligible Employee’s SSIP Equalization Benefit.
(v)	The SSIP Equalization Benefit under this Subsection 3.02(a) shall be equal to the amount at the time of distribution credited to the Eligible Employee’s subaccount of the SSIP Benefit Equalization Account as determined under Subsection 3.02(a)(iii).

(b)	Post-1984 Subaccount.
	The provisions of this Subsection 3.02(b) shall apply in determining an Eligible Employee’s SSIP Equalization Benefit subaccount based on periods of service beginning on or after January 1, 1985.

(i)	If at any time during a plan year beginning on or after January 1, 1985 contributions by or on behalf of an Eligible Employee and related Company matching contributions to the SSIP are subject to the Limitations, there shall be credited for purposes of computing the Eligible Employee’s SSIP Equalization Benefit under this Subsection 3.02(b) an amount equal to the Company matching contributions which would have been made under the SSIP based upon the Eligible Employee’s SSIP elections, except that such Company matching contributions cannot be made because of the Limitations. For plan years beginning on or after January 1, 2005, if the amount credited as an Eligible Employee’s SSIP Equalization Benefit for a plan year increases or decreases as a result of a change in the Eligible Employee’s SSIP deferral elections for such plan year, such increase or decrease in the SSIP Equalization Benefit shall be adjusted to the extent necessary to prevent such increase or decrease, when aggregated with all SSIP Equalization Benefits credited for such plan year, from exceeding the amount of Company matching contributions that would have been contributed to the SSIP had the Limitations not applied.
(ii)	If at any time during a plan year an Eligible Employee elects to defer base salary amounts to the DCP, there shall be credited for purposes of computing the Eligible Employee’s SSIP Equalization Benefit under this Subsection 3.02(b) an amount equal to the Company matching contributions that would have been contributed to the SSIP had the Eligible Employee not made base salary deferrals to the DCP.
(iii)	For periods on or after October 1, 1995 until May 31, 2007, any Company matching contributions credited for purposes of computing an Eligible Employee’s SSIP Equalization Benefit shall be credited in the form of units in the Ford Stock Fund rather than shares of Ford common stock. For periods on or after June 1, 2007, any Company matching contributions so credited shall be credited in the form of cash.
(iv)	There shall be established for each Eligible Employee a subaccount for periods of participation under this Subsection 3.02(b) under the SSIP Equalization Benefit Account. For periods prior to May 1, 1996, this subaccount shall be equal to the amounts credited by the Company pursuant to Subsection 3.02(b)(i), adjusted on the basis of investment performance and any election by the Eligible Employee to transfer the value of matured Company matching contributions under the SSIP, as though credits to the Eligible Employee’s account hereunder had been so invested. For periods May 1, 1996 and after, this subaccount shall be equal to the

	amounts credited by the Company pursuant to Subsection 3.02(b)(i), and adjusted on the basis of investment performance attributable to any separate investment election made by an Eligible Employee (other than a Company officer) on or after May 1, 1996. The investment options for managing the subaccount shall be identical to the investment options specified in the SSIP, although they will have separate fund codes. Any BEP credits earned will be based on the investment options available under the SSIP. The Designated Third Party Administrator will maintain the accounts and process the elections and otherwise be the record keeper with respect to this subaccount. Company officers with this subaccount are not eligible to reallocate or transfer credits under the subaccount from the Ford Stock Fund to other investment options, or from other investment options to the Ford Stock Fund.
(v)	An Eligible Employee may not withdraw any amounts credited under this Subsection 3.02(b) and may not borrow against this subaccount of the Eligible Employee’s SSIP Equalization Benefit. This subaccount will not accept rollovers from other plans.
(vi)	The SSIP Equalization Benefit under this Subsection 3.02(b) shall be equal to the amount at the time of distribution credited to the Eligible Employee’s subaccount of the SSIP Benefit Equalization Account as determined under Subsection 3.02(b)(ii).
(vii)	In the event of death of an Eligible Employee with an SSIP Benefit Equalization subaccount, the balance of the subaccount shall be payable to the same beneficiary as the Eligible Employee has designated under the SSIP, unless the Eligible Employee makes a separate designation under this Plan pursuant to the rules established by the Committee.

(c)	Payment of SSIP Equalization Benefit.
	The SSIP Equalization Benefit:

(i)	Shall be paid in a lump sum cash payment by the Company to the Eligible Employee or, if the Eligible Employee is deceased, to the Eligible Employee’s beneficiary under the SSIP, and shall be made as soon as practicable after the earlier of the Eligible Employee’s Separation From Service or death, but in no event shall such payment be made after the later of (i) the December 31st following the Eligible Employee’s Separation From Service or death, or (ii) the 15th day of the third month following the Eligible Employee’s Separation From Service or death. In the event of an Eligible Employee’s death, the balance of the Eligible Employee’s SSIP Equalization Benefit book entry account, if any, shall be payable to the same beneficiary as the Eligible Employee’s beneficiary under the SSIP, unless the Eligible Employee makes a separate designation under this Plan pursuant to the rules established by the Committee.
(ii)	Notwithstanding any other provision of the Plan to the contrary, if a Specified Employee incurs a Separation From Service, other than as a result of death, payment of the amount credited to such Specified Employee’s SSIP Equalization Benefit subaccount, accrued or vested after December 31, 2004, shall be paid no earlier than the first day of the seventh month following such Separation From Service. A Specified Employee who is subject to a six-month distribution delay pursuant to this Subsection 3.02(c)(ii) will be permitted to continue to manage the investment elections applicable to such Specified Employee’s subaccount during the six-month distribution delay.
(iii)	The SSIP Equalization Benefit under this Subsection 3.02(c) shall be equal to the amount credited to the Eligible Employee’s book entry account at the time of distribution, as determined under Subsection 3.03(a) or (b), as applicable.

          3.03 Ford Retirement Plan (FRP) Equalization Benefits

(a)	FRP Subaccount.
	The provisions of this Subsection 3.03(a) shall apply in determining an Eligible Employee’s FRP Equalization Benefit for periods of service beginning on or after January 1, 2004.

(i)	The Company shall establish a book entry account for each Eligible Employee for purposes of computing the Eligible Employee’s FRP Equalization Benefit under this Section 3.03. The Eligible Employee’s FRP Equalization Benefit under this Subsection 3.03(a) shall be equal to the amount(s) credited to the book entry account at the time of distribution.
(ii)	If, at any time during a plan year beginning on or after January 1, 2004, contributions made to the FRP on behalf of an Eligible Employee are limited due to the application of the Limitations, there shall be credited to the book entry account established for the Eligible Employee pursuant to this Subsection 3.03(a) an amount equal to the amount of Company contributions that would have been made under the FRP on behalf of the Eligible Employee but for the application of the Limitations.
(iii)	Each Eligible Employee’s book entry account also will be credited or debited with amounts determined based on investment options selected by the Eligible Employee under this Subsection 3.03(a)(iii). The investment options available for selection under this Subsection 3.03(a)(iii) shall be identical to the investment options available under the FRP, but will have separate fund codes. Each Eligible Employee shall select which investment options are to be used in determining the Eligible Employee’s FRP Equalization Benefit. In the absence of an investment selection by an Eligible Employee, the Eligible Employee’s book entry account will be credited or debited with amounts based on the appropriate target date — retirement fund offered under the FRP as identified by the Company for the Eligible Employee. The Designated Third Party Administrator will maintain a record of each book entry account, process investment selections, and otherwise be the record keeper of the book entry accounts. Investment options selected under this Section 3.03 shall be used solely for purposes of determining an Eligible Employee’s FRP Equalization Benefit. An Eligible Employee’s FRP Equalization Benefit will be based on the value of the Eligible Employee’s book entry account as if the amounts in the book entry account had been invested in actual investments selected by the Eligible Employee; however, no such investments shall be made on behalf of the Eligible Employee. Eligible Employees shall not have voting rights or any other ownership rights with respect to any investment options selected as the measuring mechanism for book entry accounts established under this Section 3.03.
(iv)	Eligible Employees may not withdraw or borrow against amounts credited to any book account under this Subsection 3.03(a). Book entry accounts will not accept rollovers from other plans.

(b)	Payment of FRP Equalization Benefit.
	The FRP Equalization Benefit:

(i) Shall be paid in a lump sum cash payment by the Company to the Eligible Employee or, if the Eligible Employee is deceased, to the Eligible Employee’s beneficiary under the FRP, and shall be made as soon as practicable after the earlier of the Eligible Employee’s Separation From Service or death, but in no event shall such payment be made after the later of (i) the December 31^st following the Eligible Employee’s Separation From Service or death, or (ii) the 15^th day of the third month following the Eligible Employee’s Separation From Service or death. In the event of an Eligible Employee’s death, the balance of the Eligible Employee’s FRP Equalization Benefit book entry account, if any, shall be payable to the same beneficiary as the Eligible Employee designated under the FRP, unless the Eligible Employee makes a separate designation under this Plan pursuant to the rules established by the Committee.

(ii)

Notwithstanding any other provision of the Plan to the contrary, if a Specified Employee incurs a Separation From Service, other than as a result of death, payment of any amount credited to the Specified Employee’s FRP Equalization Benefit book entry account, accrued or vested after December 31, 2004, shall not be made earlier than the first day of the seventh month following Separation From Service. A Specified Employee who is subject to a six-month distribution delay pursuant to this Subsection 3.02(c)(ii) will be permitted to continue to manage the investment elections applicable to such Specified Employee’s book entry account during the six-month distribution delay.

(iii)

The FRP Equalization Benefit under this Subsection 3.03(b) shall be equal to the amount credited to the Eligible Employee’s book entry account at the time of distribution, as determined under Subsection 3.03(a).

Section 4. Equalization Benefits Not Funded.

The Company’s obligations under this Plan shall not be funded and Equalization Benefits under this Plan shall be payable only out of the general funds of the Company.

Section 5. No Contract of Employment.

The Plan is an expression of the Company’s present policy with respect to Eligible Employees; it is not a part of any contract of employment. No Eligible Employee, Eligible Surviving Spouse, or any other person shall have any legal or other right to any benefit under this Plan.

Section 6. Amendment, Termination, Etc.

The Board of Directors of the Company shall have the right at any time to amend, modify, discontinue or terminate this Plan in whole or in part; provided, however, that no such action shall deprive any person of an Equalization Benefit under this Plan if payment of such Equalization Benefit shall have commenced prior to the date of such action by the Board of Directors; provided, further, however, that no distribution of benefits shall occur upon termination of this Plan unless applicable requirements of Code Section 409A have been met. Notwithstanding anything contained in this Section to the contrary, Equalization Benefits payable under this Plan remain subject to the claims of the Company’s general creditors at all times.

Section 7. Administration and Interpretation of the Plan.

Full authority to administer and interpret this Plan shall be vested in the Committee. The Committee is authorized from time to time to establish such rules and regulations as it may deem appropriate for the proper administration of the Plan, and to make such determinations under, and such interpretations of, and to take such steps in connection with, the Plan as it may deem necessary or advisable. Each determination, interpretation, or other action by the Committee shall be in its sole discretion and shall be final, binding and conclusive for all purposes and upon all persons. The Committee may act, in its sole discretion, to delegate administrative and interpretative authority under this Section to the Plan Administrator.

In the event that an Article, Section or paragraph of the Code, Treasury Regulations, GRP, FRP or SSIP concerning the Limitations is renumbered, such renumbered Article, Section or paragraph shall apply to applicable references herein,.

Section 8. Local Payment Authorities

The Vice President and Treasurer and the Assistant Treasurer (or, in the event of a change in title, their functional equivalent) may act individually to delegate authority to administrative personnel to make benefit payments to employees in accordance with plan provisions.

Section 9. Deductions

The Company may deduct from any Benefit Equalization payment to an Eligible Employee, or such Eligible Employee’s Eligible Surviving Spouse, any and all amounts owing to it by such Eligible Employee for any reason, and all taxes required by law or government regulation to be deducted or withheld.

Section 10. Visteon Corporation.

The following shall be applicable to employees of Ford who were transferred to Visteon Corporation on April 1, 2000 (“U.S. Visteon Employees”) and who ceased active participation in the Plan as of June 30, 2000 after Visteon Corporation was spun-off from Ford, June 28, 2000.

(a)	Group I and Group II Employees
	For purposes of this paragraph, a “Group I Employee” shall mean a U.S. Visteon Employee who as of July 1, 2000 was eligible for immediate normal or regular early retirement under the provisions of the GRP as in effect on July 1, 2000. A “Group II Employee” shall mean a U.S. Visteon Employee who (i) was not a Group I Employee; (ii) had as of July 1, 2000 a combination of age and continuous service that equals or exceeds sixty (60) points (partial months disregarded); and (iii) could become eligible for normal or regular early retirement under the provisions of the GRP as in effect on July 1, 2000 within the period after July 1, 2000 equal to the employee’s Ford service as of July 1, 2000. A Group I or Group II Employee shall retain eligibility to receive a GRP Equalization Benefit and/or a SSIP Equalization Benefit and shall receive such benefits as are applicable under the terms of the Plan in effect on the retirement date, based on meeting eligibility criteria as of July 1, 2000 with respect to GRP or SSIP participation prior to July 1, 2000 and upon incurring a Separation From Service from Visteon, or from the Company for Group I or II Employees who return to Company employment pursuant to the Visteon Salaried Employee Transition Agreement dated as of October 1, 2005 and any subsequent amendments thereto.
(b)	Group III Employees.
	For purposes of this paragraph, a “Group III Employee” shall mean a U.S. Visteon Employee who participated in the GRP prior to July 1, 2000 other than a Group I or Group II Employees. The Plan shall have no liability for a GRP Equalization Benefit and/or a SSIP Equalization Benefit payable to Group III Employees who were otherwise eligible hereunder with respect to GRP or SSIP participation prior to July 1, 2000 on or after July 1, 2000.

Section 11. Code Section 409A.

(a) With respect to Equalization Benefits, the Company reserves the right to take such action, on a uniform basis, as the Company deems necessary or desirable to ensure compliance with Code Section 409A, and applicable additional regulatory guidance thereunder, or to achieve the goals of the Plan without having adverse tax consequences under this Plan for any employee or beneficiary.

(b) In no event shall any transfer of liabilities to or from this Plan result in an impermissible acceleration or deferral of Equalization Benefits under Code Section 409A. In the event such a transfer would cause an impermissible acceleration or deferral under Code Section 409A, such transfer shall not occur.

(c) In no event will application of any eligibility requirements under this Plan cause an impermissible acceleration or deferral of any Plan benefits under Code Section 409A.

(d) In the event an Eligible Employee is reemployed following a Separation From Service, distribution of any Equalization Benefit shall not cease upon such Eligible Employee’s reemployment.

(e) After receipt of any Equalization Benefits, the obligations of the Company with respect to such Equalization Benefits shall be satisfied and no Eligible Employee, Eligible Surviving Spouse, or other beneficiary shall have any further claims against the Plan or the Company with respect to Equalization Benefits.

Section 12. Claim for Benefits

(a)	Denial of a Claim
	A claim for benefits under the Plan shall be submitted in writing to the Plan Administrator. If a claim for benefits or participation is denied in whole or in part by the Plan Administrator, the employee will receive written notification within a reasonable period from the date the claim for benefits or participation is received. Such notice shall be deemed given upon mailing, full postage prepaid in the United States mail or on the date sent electronically to the employee. If the Plan Administrator determines that an extensive period of time for processing is required, written notice shall be furnished to the employee as soon as practical.
(b)	Review of Denial of the Claim to the Committee
	In the event that the Plan Administrator denies a claim for benefits or participation, the employee may request a review by filing a written appeal to the Committee within sixty (60) days of receipt of the written notification of denial. The appeal will be considered at the Committee’s next scheduled meeting. Under special circumstances, an extension of time for processing may be required in which case a decision shall be rendered as soon as practical. In the event such an extension is needed, written notice shall be provided to the employee.
(c)	Decision of the Committee
	The decision on review of the appeal shall be in writing. Such notice shall be deemed given upon mailing, full postage prepaid in the United States mail or on the date sent electronically to the employee. Decisions of the Committee are final and conclusive and are only subject to the arbitrary and capricious standard of judicial review.
(d)	Limitations Period
	No legal action for benefits under the Plan may be brought against the Plan until after the claims and appeal procedures have been exhausted. Legal actions under the Plan for benefits must be brought no later than two (2) years after the claim arises. No other action may be brought against the Plan more than six (6) months after the claim arises.

Section 13. Special BEP Equalization Benefit.

Effective as of November 1, 2001, certain named Company officers specified on Appendix A shall receive an additional monthly benefit under the Plan in an amount equal to the monthly benefit the officer would have received under the GRP had the officer participated in the GRP on a contributory basis throughout all years of service with the Company for which such officers did not receive a base salary. Upon the death of any such Company officer, such officer’s Eligible Surviving Spouse will receive the monthly benefit provided by this Section until such Eligible Surviving Spouse’s death. Any monthly benefit paid pursuant to this Section shall be paid in accordance with the payment timing provisions provided in Subsections 3.01(b)(ii), (b)(iii) and (c).

Section 14. FERCO Equalization Benefits.

Effective as of December 31, 1999, former salaried employees of the Company, excluding any former salaried employees of the Company who transferred to Visteon Corporation as part of its spin-off from the Company in June 2000, who participated in the FERCO SRP and whose benefits under the FERCO SRP were limited as a result of the application of the Limitations shall be eligible to receive FERCO Equalization Benefits pursuant to the terms of Appendix B.

Appendix A
Special BEP Equalization Benefit

Company Officers

William Clay Ford, Jr.
Carl E. Reichardt

Appendix B
FERCO Equalization Benefits

Except as otherwise provided in this Appendix, all terms and provisions of the Ford Motor Company Benefit Equalization Plan shall apply to any FERCO Equalization Benefit provided pursuant to this Appendix.

Section 1. Definitions. The terms used in this Appendix shall have the same meaning as those in the Plan, except as follows:

          1.01 “Eligible Employee” shall mean a former salaried employee of FERCO, excluding any former salaried employee of FERCO who transferred to Visteon Corporation as part of its spin-off from the Company in June 2000, whose benefits under the FERCO SRP were limited as a result of the application of the Limitations.

          1.02 “FERCO” shall mean the Ford Electronics and Refrigeration Corporation.

          1.03 “FERCO Equalization Benefit” shall mean any of the benefits described in this Appendix.

          1.04 “PBGC” shall mean the Pension Benefit Guaranty Corporation.

Section 2. FERCO Equalization Benefits. A FERCO Equalization Benefit shall be provided as follows to any Eligible Employee whose FERCO SRP benefit was subject to the Limitations:

          2.01 Amount of Benefit. The amount of any FERCO Equalization Benefit payable pursuant to this Subsection shall be equal in amount to the difference between the FERCO SRP benefit the Eligible Employee would have received if the Eligible Employee commenced FERCO SRP benefits upon Separation From Service and the corresponding benefit that would have been payable under the FERCO SRP without regard to the Limitations. For purposes of determining such amount, the Eligible Employee shall be treated as if he or she elected to receive his or her FERCO SRP benefit in the form of the qualified joint and survivor annuity benefit under the FERCO SRP if married, or the single life annuity form of benefit under the FERCO SRP if unmarried (including Eligible Employees who are widowed or divorced). The amount of any Equalization Benefit payable to an Eligible Employee whose benefit under the ESAP is not offset or reduced by the amount of any FERCO SRP benefit payable to such Eligible Employee prior to age 65 shall be increased upon the Eligible Employee’s attainment of age 65 to reflect an unreduced normal retirement benefit under the FERCO SRP. In determining the amount of the Equalization Benefit, the Eligible Employee’s salary shall be the Eligible Employee’s salary as defined in the FERCO SRP.

          2.02 Payment of FERCO Benefit. FERCO Equalization Benefits shall be payable in accordance with Subsections 3.01(b)(ii) and (iii), 3.01(c), and 3.01(d).

EX-5.1

Exhibit 5.1

November 9, 2009

Ladies and Gentlemen:

          This will refer to the Registration Statement on Form S-8 (the “Registration Statement”) that is being filed by Ford Motor Company (the “Company”) with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), with respect to the obligations of the Company under the savings plan portion of the Company’s Benefit Equalization Plan (the “Plan”) to pay in the future the value of the participants’ Plan savings accounts based in the measurement investment options applicable to the accounts, in accordance with the terms of the Plan (the “Obligations”).

          As Associate General Counsel and Secretary of the Company, I am familiar with the Restated Certificate of Incorporation and the By-Laws of the Company and with its affairs, including the actions taken by the Company in connection with the Plan. I also have examined such other documents and instruments and have made such further investigation as I have deemed necessary or appropriate in connection with this opinion.

          Based upon the foregoing, it is my opinion that:

          (1) The Company is duly incorporated and validly existing as a corporation under the laws of the State of Delaware.

          (2) All necessary corporate proceedings have been taken to authorize the issuance of the Obligations being registered under the Registration Statement, and all such Obligations issued in accordance with the Plan will be legally issued, fully paid and non-assessable when the Registration Statement shall have become effective and the Company shall have received therefore the consideration provided in the Plan.

          I hereby consent to the use of this opinion as Exhibit 5.1 to the Registration Statement. In giving this consent, I do not admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission issued thereunder.

Very truly yours,
 

/s/ Peter J. Sherry, Jr.  

Peter J. Sherry, Jr. 

Associate General Counsel
and Secretary 

EX-5.2

Exhibit 5.2

Ford Motor Company

One American Road

P.O. Box 1899

Dearborn, Michigan 48126

November 9, 2009     

Ladies and Gentlemen:

          This will refer to the Registration Statement on Form S-8 (the “Registration Statement”) that is being filed by Ford Motor Company (the “Company”) with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), relating to the savings plan portion of the Benefit Equalization Plan (the “Plan”).

          As Managing Counsel to the Company, I am familiar with the affairs of the Company, including the action taken by the Company in connection with the Plan. I have examined, or caused to be examined, the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and the provisions of the Plan. I also have made such further investigation as I have deemed appropriate in connection with this opinion.

          Based upon the foregoing, it is my opinion that, in general, the Plan is exempt from ERISA’s requirements. However, to the extent a limited statement to the United States Department of Labor (the “DOL”) is required to meet the reporting and disclosure requirements under ERISA regulations, that statement has been filed with the DOL.

          I hereby consent to the use of this opinion as Exhibit 5.2 to the Registration Statement. In giving this consent, I do not admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission issued thereunder.

Very truly yours,
 

/s/ Bonnie S. Gorichan  

Bonnie S. Gorichan 

Managing Counsel 

EX-15

Exhibit 15

November 9, 2009

Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549

Commissioners:

We are aware that our reports dated May 8, 2009, August 5, 2009 and November 6, 2009 on our reviews of interim financial information of Ford Motor Company (the “Company”) for the three-month periods ended March 31, 2009 and 2008, the three-month and six-month periods ended June 30, 2009 and 2008 and the three-month and nine-month periods ended September 30, 2009 and 2008 included in the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2009, June 30, 2009 and September 30, 2009 are incorporated by reference in its Registration Statement on Form S-8 dated November 9, 2009.

Very truly yours,

/s/PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
Detroit, Michigan

EX-23

Exhibit 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 26, 2009, relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in Ford Motor Company’s Annual Report on Form 10-K for the year ended December 31, 2008.

/s/PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
Detroit, Michigan
November 9, 2009

EX-24.1

Exhibit 24.1

POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENTS AND LISTING APPLICATIONS
COVERING COMMON STOCK, DEBT SECURITIES,
GUARANTEES AND OTHER SECURITIES
ISSUED BY FORD MOTOR COMPANY

          Each of the undersigned, a director, officer or employee of FORD MOTOR COMPANY (the “Company”), appoints each of P. J. Sherry, Jr., L. J. Ghilardi, J. F. Zaremba, and D. J. Cropsey, 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 the Company to (i) register the above-captioned securities for issuance and sale under, and otherwise to comply with, the United States Securities Act of 1933, as amended, or any other applicable law, and any requirements of the United States Securities and Exchange Commission or any other applicable governmental or regulatory agency or authority in respect thereof, including, but not limited to, power and authority to sign his or her name (whether on behalf of the Company or otherwise) to one or more Registration Statements, any amendments thereto and any of the exhibits, financial statements, schedules or prospectuses filed therewith, and to file them with such Commission, agency or authority, and (ii) list the above-captioned securities with any stock exchange, including, but not limited to, power and authority to sign his or her name (whether on behalf of the Company or otherwise) to one or more listing applications, any amendments thereto and any of the exhibits, financial statements or schedules filed therewith, and to file them with any such stock exchange, in each case, all as authorized at a meeting of the Board of Directors of the Company held on July 9, 2009. Each of 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 9^th of July, 2009.

/s/ William Clay Ford, Jr.	/s/ Stephen G. Butler
(William Clay Ford, Jr.)	(Stephen G. Butler)
/s/ Kimberly A. Casiano	/s/ Anthony F. Earley, Jr.
(Kimberly A. Casiano)	(Anthony F. Earley, Jr.)
/s/ Edsel B. Ford II	/s/ Richard A. Gephardt
(Edsel B. Ford II)	(Richard A. Gephardt)
/s/ Irvine O. Hockaday, Jr.	/s/ Richard A. Manoogian
(Irvine O. Hockaday, Jr.)	(Richard A. Manoogian)

Exhibit 24.1

/s/ Ellen R. Marram	/s/ Alan Mulally
(Ellen R. Marram)	(Alan Mulally)
/s/ Homer A. Neal	/s/ Gerald L. Shaheen
(Homer A. Neal)	(Gerald L. Shaheen)
/s/ John L. Thornton	/s/ Lewis W. K. Booth
(John L. Thornton)	(Lewis W. K. Booth)

Exhibit 24.1

POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENTS AND LISTING APPLICATIONS
COVERING COMMON STOCK, DEBT SECURITIES,
GUARANTEES AND OTHER SECURITIES
ISSUED BY FORD MOTOR COMPANY

          The undersigned, a director, officer or employee of FORD MOTOR COMPANY (the “Company”), appoints each of P. J. Sherry, Jr., L. J. Ghilardi, J. F. Zaremba, and D. J. Cropsey, his 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 the Company to (i) register the above-captioned securities for issuance and sale under, and otherwise to comply with, the United States Securities Act of 1933, as amended, or any other applicable law, and any requirements of the United States Securities and Exchange Commission or any other applicable governmental or regulatory agency or authority in respect thereof, including, but not limited to, power and authority to sign his name (whether on behalf of the Company or otherwise) to one or more Registration Statements, any amendments thereto and any of the exhibits, financial statements, schedules or prospectuses filed therewith, and to file them with such Commission, agency or authority, and (ii) list the above-captioned securities with any stock exchange, including, but not limited to, power and authority to sign his name (whether on behalf of the Company or otherwise) to one or more listing applications, any amendments thereto and any of the exhibits, financial statements or schedules filed therewith, and to file them with any such stock exchange, in each case, all as authorized at a meeting of the Board of Directors of the Company held on July 9, 2009. 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.

          The undersigned has signed his name as of the 2^nd of November, 2009.

/s/ Robert L. Shanks (Robert L. Shanks)

EX-24.2

Exhibit 24.2

FORD MOTOR COMPANY

Excerpts from the Minutes of a Meeting
Of the Board of Directors of the Company
Held on July 9, 2009

RESOLUTIONS RELATING TO EMPLOYEE PLANS

     RESOLVED, That, in order to comply with the United States Securities Act of 1933, as amended, or with the applicable laws of any other jurisdiction, the directors and appropriate officers of the Company 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, any and all Registration Statements and amendments to Registration Statements relating to the Ford Motor Company Deferred Compensation Plan, the Ford Motor Company Benefit Equalization Plan, the Ford Motor Company Savings and Stock Investment Plan for Salaried Employees, the Ford Motor Company Tax-Efficient Savings Plan for Hourly Employees, the Ford Motor Company 1998 Long-Term Incentive Plan, the Ford Motor Company 2008 Long-Term Incentive Plan, The Hertz Corporation Long-Term Equity Compensation Plan and such other employee plans as may be adopted by the Company or any of its subsidiaries (collectively, the “Employee Plans”), including the Prospectuses and the exhibits and other documents relating thereto or required by law or regulation in connection therewith, all in such form 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 such Registration Statements and amendments, so executed, to be filed with the United States Securities and Exchange Commission (the “Commission”) or with any other applicable governmental or regulatory agency or authority (“Other Commission”).

     RESOLVED, That each officer and director who may be required to sign and execute any of the aforesaid Registration Statements or amendments or any document in connection therewith (whether 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 P. J. Sherry, Jr., L. J. Ghilardi, J. F. Zaremba, and D. J. Cropsey, 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 any and all such Registration Statements and amendments, further amendments thereto and documents in connection therewith, and to file the same with the Commission or Other 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 a power of attorney, every act whatsoever necessary or advisable to be done in connection therewith as fully and to all intents and purposes as such officer or director might or could do in person.

Exhibit 24.2

          RESOLVED, That shares of the Company’s Common Stock, par value $0.01 per share (“Common Stock”), and obligations of the Company be and hereby are authorized to be issued and sold from time to time to satisfy Common Stock requirements and obligations under the Employee Plans, and when any shares of Common Stock are issued and paid for in accordance with the Employee Plans they will be fully paid and non-assessable.

          RESOLVED, That the Company may deliver shares of Common Stock from its treasury to satisfy Common Stock requirements of the Employee Plans.

          RESOLVED, That the appropriate officers of the Company, and each of them, be and hereby are authorized and empowered, in the name and on behalf of the Company, to take any action (including, without limitation, the payment of expenses and the purchase and sale of securities to support the Company’s obligations under the Employee Plans) and to execute (by manual or facsimile signature) and deliver any and all agreements, certificates, instruments and documents (under the corporate seal of the Company or otherwise) as such officer or officers may deem necessary, appropriate or desirable in order to carry out the purposes and intents of each and all of the foregoing resolutions.