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 Deferred Compensation 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	Amount to be		offering price per			aggregate offering	Amount of
to be registered	registered		obligation			price	registration fee
Deferred Compensation Obligations (a)	$	25,000,000		100	%	$25,000,000 (b)	$	1,395.00

(a)	The Deferred Compensation Obligations are unsecured obligations of Ford Motor Company to pay deferred compensation in the future in accordance with the terms of the Ford Motor Company Deferred Compensation 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 Deferred Compensation 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

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to believe the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon 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

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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 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

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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.

          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 Deferred Compensation Plan, 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 Deferred Compensation 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 DEFERRED COMPENSATION PLAN
(Amended and Restated as of December 31, 2008)

     1. Purpose. This Plan, which shall be known as the “Ford Motor Company Deferred Compensation Plan” and is hereinafter referred to as the “Plan”, is intended to provide for the deferment of payment of (i) awards of incentive compensation under the Ford Motor Company Annual Incentive Compensation Plan and similar plans, (ii) base salary, and (iii) new hire signing bonus.

     2. Definitions. As used in the Plan, the following terms shall have the following meanings, respectively:

          (a) The term “AIC Plan” shall mean the Ford Motor Company Annual Incentive Compensation Plan, as amended.

          (b) The term “Code” shall mean the Internal Revenue Code of 1986, as amended.

          (c) The term “Committee” shall mean, unless the context otherwise requires, the following as they from time to time may be constituted:

     (i) The Compensation Committee with respect to all matters affecting any Section 16 Person.

     (ii) The Deferred Compensation Committee with respect to all matters affecting employees other than Section 16 Persons.

          (d) The term “Company” means Ford Motor Company and, when used in the Plan with reference to employment, shall include subsidiaries of the Company.

          (e) The term “Compensation Committee” shall mean the Compensation Committee of the Board of Directors of the Company.

          (f) The term “Deferred Compensation” shall mean compensation deferred pursuant to paragraph (b), (c), (d) or (e) of Section 4 hereto, and any interest equivalents, dividend equivalents or other earnings or return on such amounts determined in accordance with the Plan.

          (g) The term “Deferred Compensation Account” with respect to a participant shall mean the book entry account established by the Company for such participant with respect to his or her Deferred Compensation.

          (h) The term “Deferred Compensation Committee” shall mean the committee comprised of the Group Vice President, Human Resources and Corporate Services, the Executive Vice President and Chief Financial Officer and the Senior Vice President and General Counsel (or, in the event of a change in title, their functional equivalent), or such other persons as may be designated members of such Committee by the Compensation Committee.

          (i) The term “employee” shall mean any person who is regularly employed by the Company or a subsidiary at a salary (as distinguished from a pension, retirement allowance, severance pay, retainer, commission, fee under a contract or other arrangement, or hourly, piecework or other wage) and is enrolled on the active employment rolls of the Company or a subsidiary, including, but without limitation, any employee who also is an officer or director of the Company or a subsidiary.

          (j) The term “Ford Stock” shall mean Ford Common Stock.

          (k) The term “Ford Stock Unit” shall mean a unit having a value based upon Ford Stock.

          (l) The term “IPOC” shall mean the Investment Process Oversight Committee comprised of the Vice President — Treasurer, the Associate General Counsel and Secretary, and the Director — Employee Benefits (or, in the event of a change in title, their functional equivalent).

          (m) The term “Investment Process Committee” shall mean the committee comprised of the Director — Global Trading and Automotive Risk Management, the Director — Asset Management, and the Director — Global Retirement and Income Security (or, in the event of a change in title, their functional equivalent).

          (o) The term “SC Plan” shall mean the Ford Motor Company Supplemental Compensation Plan, as amended.

          (p) The term “Section 16 Person” shall mean any employee who is subject to the reporting requirements of Section 16(a) or the liability provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended.

          (q) The term “Separation From Service” shall occur upon an employee’s retirement or other termination from employment with the Company.

          (r) The term “Specified Employee” shall mean an employee of the Company 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 31^st 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 1^st of the immediately succeeding calendar year. An employee who is determined to be a Specified Employee shall remain a Specified Employee throughout such 12-month period regardless of whether the employee meets the definition of “Specified Employee” on the date the 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).

          (s) The term “SSIP” shall mean the Company’s Savings and Stock Investment Plan for Salaried Employees, as amended.

          (t) The term “subsidiary” shall mean (i) any corporation a majority of the voting stock of which is owned directly or indirectly by the Company or (ii) any limited liability company a majority of the membership interest of which is owned directly or indirectly by the Company.

          (u) The term “VIP Plan” shall mean Ford Motor Credit Company Variable Incentive Plan, as amended.

     3. Administration. Except as otherwise herein expressly provided, the Compensation Committee shall have full power and authority to construe, interpret and administer the Plan. The Compensation Committee shall make all decisions relating to matters affecting any Section 16 Person, but may otherwise delegate any of its authority under the Plan. The Compensation Committee and the Deferred Compensation Committee each may at any time adopt or terminate, and may from time to time amend, modify or suspend such rules, regulations, policies and practices as they in their sole discretion may determine in connection with the administration of, or the performance of their respective responsibilities under, the Plan. In the event that an Article, Section or paragraph of the Code, Treasury Regulations, AIC Plan, SC Plan, SSIP, or VIP Plan is renumbered, such renumbered Article, Section or paragraph shall apply to applicable references herein.

     4. Eligibility of Participants; Amounts Deferrable.

          (a) Participating Subsidiaries and Foreign Location Participants. The Deferred Compensation Committee shall determine the extent to which subsidiaries and employees at foreign locations may participate in the Plan or similar plans and the type and amount of compensation that may be deferred under, or the type and amount of account balances that may be transferred to, the Plan pursuant to this paragraph (a).

          (b) Annual Incentive Compensation Deferrals under the AIC Plan and Other Similar Plans. Subject to any limitations determined under paragraph (a) or paragraph (g) of this Section 4 or paragraph (a) of Section 5, U.S. employees who receive an annual incentive compensation award or an installment of such an award payable in cash under the AIC Plan or the VIP Plan are eligible to defer payment under the Plan from 1% to 100%, in 1% increments, of such amount, net of applicable taxes, but not less than $1,000, provided that such employees are actively employed by the Company in Leadership Level 1-5 or the equivalent at the time of the election to defer. Notwithstanding the foregoing, the Compensation Committee may in its sole discretion allow deferrals under this paragraph (b) by persons that do not meet the eligibility requirements described above.

          (c) Base Salary Deferrals. Subject to any limitations determined under paragraph (a) or paragraph (g) of this Section 4, U.S. employees who are eligible to participate in the AIC Plan or the VIP Plan, and who are actively employed by the Company in Leadership Level 1-5 or the equivalent at the time a salary deferral election is made, are eligible to defer payment from 1% to 50%, in 1% increments, of base salary, net of applicable taxes, provided that the Compensation Committee has determined that base salary deferrals may be made for the employment period covered by such deferral. Notwithstanding the foregoing, the Compensation Committee may impose such additional limitations on eligibility as it deems appropriate in its sole discretion.

          (d) Deferral of Awards under SC Plan. Notwithstanding anything in the Plan to the contrary, deferrals of awards of supplemental compensation made under the SC Plan for years 1995-1997 shall be governed by the same provisions of the Plan that apply to awards of incentive compensation under the AIC Plan. Any references to the AIC Plan shall be deemed to cover awards under the SC Plan.

          (e) Deferral of New Hire Signing Bonus. Notwithstanding anything contained in the Plan to the contrary, subject to any limitations determined under paragraph (a) or paragraph (e) of this Section 4, newly hired U.S. employees who are eligible to participate in the AIC Plan or the VIP Plan, and who received an employment offer from the Company that included a new hire signing bonus in cash, are eligible to defer payment from 1% to 100%, in 1% increments, of such new hire signing bonus, net of applicable taxes, but not less than $1,000, provided that such employees are actively employed by the Company in Leadership Level 1-5 or the equivalent at the time the new hire signing bonus would otherwise be payable in the absence of such deferral.

          (f) Eligibility of Compensation Committee Members. No person while a member of the Compensation Committee shall be eligible to participate under the Plan.

          (g) Transfer of Deferral Accounts from SC Plan. Effective as of the close of business on October 16, 1998, all outstanding book entry accounts maintained under the SC Plan in the form of contingent credits for cash and/or Ford Common Stock shall be transferred to the Plan and governed by the provisions of the Plan. Upon such transfer, contingent credits for cash shall be valued based on the Fidelity Retirement Money Market Portfolio and contingent credits for Ford Common Stock shall be valued based on the Ford Stock Fund until such time, if any, as all or any part of such amounts are transferred by the applicable participants to other investment options available under the Plan. Ultimate payout of a transferred deferral account shall be in cash, except that, to the extent that the transferred

account is valued based on the Ford Stock Fund, the participant may make an election prior to the transfer of the account to receive the ultimate payout in whole shares of Common Stock.

          (h) Transfer of Deferral Accounts to Visteon Plan. Anything in the Plan to the contrary notwithstanding, all outstanding book entry deferral accounts maintained under the Plan for participants who become employees of Visteon Corporation (“Visteon”) or any of its consolidated subsidiaries immediately following employment with the Company shall be transferred to a new Visteon Deferred Compensation Plan (“Visteon DCP”) to be adopted by Visteon and governed by the provisions of that plan, effective as of 5:00 p.m. Eastern Time on June 30, 2000 (the “Transfer Date”). The transferred account balances may not be immediately available for redesignations under the Plan until account balances have been properly verified by the recordkeepers for both plans. On and after the Transfer Date, any deferrals by such employees shall be made under the Visteon DCP, even if the election to defer was made prior to the Transfer Date. Unless the participant changes his or her investment options for any such deferral, the Visteon DCP shall honor the investment elections that were in effect under this Plan for such class year and type of compensation to the extent the Visteon DCP has the same investment choices. The Visteon DCP shall have a Ford Stock Fund investment option for those transferred accounts that had deferrals based on the Ford Stock Fund under this Plan as of the Transfer Date, but the Ford Stock Fund under the Visteon DCP shall be a “sell only” fund, and would not be available for any new deferrals or redesignations into such fund from other funds or for credits based on dividend equivalents. Distributions relating to the transferred accounts shall be made under the Visteon DCP in the form specified by the participant while employed by the Company.

     5. Deferral Elections.

          (a) Annual Incentive Compensation Deferrals. For performance years beginning prior to January 1, 2005, a participant’s decision to defer payment of annual incentive compensation under paragraph (b) of Section 4 under the Plan must be made prior to October 31 of the performance year for which the compensation is determined. For performance years beginning on or after January 1, 2005, a participant’s decision to defer payment of annual incentive compensation under paragraph (b) of Section 4 under the Plan must be made on or before June 30 of the performance year for which the compensation is determined; provided, however, that, at the time of such deferral election, the amount of any annual incentive compensation subject to such deferral election is substantially uncertain; provided, further, that newly hired employees who are hired on or after June 1^st may not make such an election to defer payment of annual incentive compensation in the year of hire.

          (b) Base Salary Deferrals. A participant’s decision to defer payment of base salary under the Plan must be made prior to the calendar year during which the base salary will be earned; provided, however, that such decision may be made with respect to base salary earned during the first calendar year that base salary deferrals are permitted under the Plan within thirty days of implementation of the base salary component of the Plan but prior to earning any such salary. Employees hired or rehired on or after June 1^st may not make such elections to defer payment of base salary until the next election period following the year of hire or rehire.

          (c) New Hire Signing Bonus Deferrals. A participant’s decision to defer payment of a new hire signing bonus must be made before the earlier of: (i) the payment date of such signing bonus, or (ii) 30 days after the date of hire or rehire.

          (d) Mandatory Deferrals. The Compensation Committee may mandatorily defer payment under the Plan of all or a portion of certain annual incentive compensation awards pursuant to the AIC Plan. In no event may any mandatory deferral pursuant to this Section be made later than June 30^th of the performance year for which such annual incentive compensation award is determined. Additionally, no mandatory deferral may be made pursuant to this Section if, at the time of such mandatory deferral, the amount of any annual incentive compensation award subject to such mandatory deferral is substantially certain. Any such mandatory deferral must designate the time and form of payment of any annual incentive compensation award subject to such mandatory deferral.

          (e) Deferred Compensation Accounts. Amounts deferred pursuant to paragraphs (a), (b), (c), or (d) of Section 5, and deferral amounts relating to any transfer to the Plan pursuant to paragraph (g) of Section 4, will be credited by book entry to the participant’s Deferred Compensation Account. All such amounts shall be held in the general funds of the Company. Each participant shall have the status of an unsecured general creditor of the Company with respect to his or her Deferred Compensation Account. The participant shall designate the percentage of the amount elected for deferral to be allocated to each investment option available under the Plan for purposes of accounting only and not for actual investment. In addition, with respect to any particular deferral under the Plan, at the time of a participant’s initial deferral election, the participant shall elect one of the following: (i) lump sum in-service distribution for a specified year, (ii) lump sum distribution after Separation From Service, or (iii) up to 10 annual installment payments after Separation From Service.

          (g) Prohibited Elections or Other Actions. Notwithstanding anything contained in the Plan to the contrary, no otherwise permissible election or other action is allowed that would trigger taxation of any amount under Code Section 409A.

     6. Investment Options; Methodology; No Ownership Rights.

          (a) General. The IPOC has the sole discretion to determine the investment options available as the measurement mechanism for deferrals and redesignations under the Plan and shall perform the same functions under the Plan that it performs under the SSIP. The manner and extent to which elections may be made, the method of valuing the various investment options and the Deferred Compensation Accounts and the method of crediting the Deferred Compensation Accounts with, or making other adjustments as a result of, dividend equivalents, interest equivalents or other earnings or return on such Accounts shall be the same as under SSIP.

          (b) Methodology. Unless otherwise determined by the Compensation Committee, the methodology for valuing the various investment options and the Deferred Compensation Accounts and for calculating amounts to be credited or debited or other adjustments to any Deferred Compensation Account with respect to any investment options shall be the same as that used under the SSIP.

          (c) No Ownership Rights. Investment options available under the Plan shall be used solely for measuring the value of Deferred Compensation Accounts and accounting, on a book entry basis, as if the deferred amounts had been invested in actual investments, but no such investments shall be made on behalf of participants. Participants shall not have any voting rights or any other ownership rights with respect to the investment options selected as the measuring mechanism for their Deferred Compensation Accounts.

     7. Redesignation within a Deferred Compensation Account.

          (a) General. Except as otherwise provided in paragraph (f) of this Section 7, a participant or the beneficiary or legal representative of a deceased participant, may redesignate amounts credited to a Deferred Compensation Account among the investments available under the Plan. No redesignations relating to a particular deferral may occur on or after the scheduled distribution date for the deferral under the Plan.

          (b) Eligible Participants. Active employees and retired participants are eligible to redesignate.

          (c) Permitted Frequency. Redesignations may be made at the same frequency as transfers may be made under the SSIP.

          (d) Amount of Redesignation. Any redesignation relating to a particular deferral shall be in a specified percentage or dollar amount of the investment option from which the redesignation is being made.

          (e) Timing. Redesignation shall occur on the day the participant’s written redesignation election form or telephonic election is received by the Company or its agent designated for this purpose; provided, however, that if such redesignation request is received after 4 p.m. Eastern Time, or on a day that is not a business day (i.e., a day that either the Company’s World Headquarters offices in Dearborn, Michigan or the principal offices of its designated agent are not open to the public for business), then such redesignation shall be effective on the next business day.

          (f) Limitations on Redesignations Involving Ford Stock Units. The Committee in its sole discretion at any time may rescind a redesignation in or out of Ford Stock Units if such redesignation was made by a participant who (i) at the time of the redesignation the Committee believes was in the possession of material, nonpublic information with respect to the Company and (ii) in the Committee’s estimation benefited from such information by the timing of his or her redesignation. In the event of a rescission, the participant’s Deferred Compensation Account shall be restored to a status as though such redesignation had not occurred.

     8. Adjustments. In the event of a reorganization, recapitalization, stock split, stock dividend, combination of shares, merger, consolidation, rights offering or any other change in the corporate structure of the Company or shares of Ford Stock or units of any other investment option provided under the Plan, the Compensation Committee shall make such adjustments, if any, as it may deem appropriate in the number of Ford Stock Units, shares of Ford Stock, including shares represented by Ford Stock Units, or shares or units of other investment options credited to participants’ Deferred Compensation Accounts.

     9. Distribution of Deferred Compensation; Financial Hardship.

          (a) General. Except as otherwise provided in paragraph (b) of this Section 9 or in Section 11, or as otherwise determined by the Committee, distribution of all or any part of a participant’s Deferred Compensation Account shall be made upon the earliest of the following:

               (i) If the participant elected to receive the distribution in a lump sum payment in a specified year when the participant is an active employee, such payment shall be made as soon as practicable after the March 15^th of the specified year, but in no event later than December 31^st of the specified year. If a participant elected to receive a lump sum payment in a specified year, after Separation From Service prior to such specified year, the participant shall receive a lump sum payment as soon as practicable after the March 15^th following the participant’s Separation From Service, but in no event later than the December 31^st immediately following such March 15^th.

               (ii) After Separation From Service with the Company, distribution will occur in either a lump sum payment or in no more than ten annual installment payments, as elected by the participant, with such lump sum payment being made, or such annual installments beginning, as soon as practicable after the March 15^th following the participant’s Separation From Service, but in no event later than the December 31^st immediately following such March 15^th. If the participant elected annual installments, each installment paid after the initial installment payment shall be paid annually as soon practicable after each successive March 15^th, but in no event later than the December 31^st following such March 15^th.

               (iii) Notwithstanding any prior election by a participant, upon a participant’s death, the participant’s Deferred Compensation Account shall be distributed in its entirety as soon as practicable after the March 15^th following the participant’s death, but in no event later than December 31^st following such March 15^th.

Unless otherwise determined by the Committee, a Deferred Compensation Account, or part thereof, relating to a particular distribution shall be valued for purposes of the distribution as of the March 15^th of the year of distribution, or the next preceding day for which valuation information is available. Notwithstanding anything contained in the Plan to the contrary, no distribution of any or all of a Deferred Compensation Account held by a Specified Employee shall occur earlier than the first day of the seventh month following the Specified Employee’s Separation From Service, other than as a result of such Specified Employee’s death. Any payments to which a Specified Employee otherwise would have been

entitled under the Plan during the first 6 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.

          (b) Financial Hardship. At the written request of a participant, the Committee, in its sole discretion, may authorize the cessation of deferrals under the Plan by such participant and distribution of all or any part of the participant’s Deferred Compensation Account prior to his or her scheduled distribution date or dates, or accelerate payment of any installment payable with respect to Deferred Compensation, upon a showing of unforeseeable emergency by the participant. For purposes of this paragraph, “unforeseeable emergency” shall mean severe financial hardship resulting from extraordinary and unforeseeable circumstances arising as a result of one or more recent events beyond the control of the participant. In any event, payment shall not be made to the extent such emergency is or may be relieved (i) through reimbursement or compensation by insurance or otherwise, (ii) by liquidation of the participant’s assets, to the extent the liquidation of such assets would not itself cause severe financial hardship and (iii) by cessation of deferrals under the Plan. Withdrawals of amounts because of unforeseeable emergency shall only be permitted to the extent reasonably necessary to satisfy the emergency. Examples of what are not considered to be unforeseeable emergencies include the need to send a participant’s child to college or the desire to purchase a home. The Committee shall determine the applicable distribution date and the date as of which the amount to be distributed shall be valued with respect to any financial hardship withdrawal or distribution made pursuant to this paragraph (b) of this Section 9. Any participant whose deferrals have ceased under the Plan pursuant to this paragraph may not elect to recommence deferrals until such time as is determined by the Committee, but in no event earlier than permitted under Code Section 409A. In the event of a participant’s financial hardship withdrawal under the Plan or any employer-sponsored savings plan, deferrals by such participant under the Plan shall be suspended for twelve months following the date of such withdrawal. Notwithstanding anything contained in the Plan to the contrary, no hardship distribution shall be allowed that would result in taxation under Code Section 409A.

          (c) Prohibited Distributions or Other Actions. Notwithstanding anything contained in the Plan to the contrary, no otherwise permissible distribution or other action is allowed that would trigger taxation of any amount under Code Section 409A.

          (d) One Time Election to Change Method and/or Timing of Distributions. Notwithstanding anything contained in the Plan to the contrary, elections by active participants to change the method and/or timing of distributions may be allowed in accordance with Internal Revenue Service Notice 2005-1, Q&A-19, such that such elections shall not be treated as a change in the form and timing of a payment under Code Section 409A(a)(4) or an acceleration of a payment under Code Section 409A(a)(3); provided, that such elections are made on or before December 31, 2006 and that no such election results in (i) an acceleration of a distribution into the year of the election, or (ii) the deferral of a distribution otherwise payable in the year of the election into a subsequent year. Such elections are irrevocable as of December 31, 2006.

     10. Designation of Beneficiaries and Effect of Death.

          (a) Designation of Beneficiaries. A participant may file with the Company a written designation of a beneficiary or beneficiaries (subject to such limitations as to the classes and number of beneficiaries and contingent beneficiaries and such other limitations as the Compensation Committee from time to time may prescribe) to receive, in the event of the death of the participant, undistributed amounts of Deferred Compensation that would have been payable to such participant had he or she been living. A participant shall be deemed to have designated as beneficiary or beneficiaries under the Plan the person or persons who receive such participant’s life insurance proceeds under the Company-paid basic Life Insurance Plan unless such participant shall have assigned such life insurance or shall have filed with the Company a written designation of a different beneficiary or beneficiaries under the Plan. A participant may from time to time revoke or change any such designation of beneficiary and any designation of beneficiary under the Plan shall be controlling over any testamentary or other disposition; provided, however, that if the Committee shall be in doubt as to the right of any such beneficiary to receive any such payment, or if

applicable law requires the Company to do so, the same may be paid to the legal representatives of the participant, in which case the Company, the Committee and the members thereof shall not be under any further liability to anyone.

          (b) Distribution Upon Death. Subject to the provisions of Section 9 hereof, in the event of the death of any participant prior to distribution of all or part of such participant’s Deferred Compensation Account, the total value of such participant’s entire Deferred Compensation Account shall be distributed in cash, except as otherwise provided in paragraph (h) or (j) of Section 4, in one lump sum in accordance with paragraph (a) of Section 9 to any beneficiary or beneficiaries designated or deemed designated by the participant pursuant to paragraph (a) of this Section 10 who shall survive such participant (to the extent such designation is effective and enforceable at the time of such participant’s death) or, in the absence of such designation or such surviving beneficiary, or if applicable law requires the Company to do so, to the legal representative of such person, at such time (or as soon thereafter as practicable) and otherwise as if such person were living and had fulfilled all applicable conditions as to earning out set forth in, or established pursuant to the Plan, provided such conditions shall have been fulfilled by such person until the time of his or her death.

     11. Effect of Inimical Conduct. Anything contained in the Plan notwithstanding, all rights of a participant under the Plan to receive distribution of all or any part of his or her Deferred Compensation Account shall cease on and as of the date on which it has been determined by the Committee that such participant at any time (whether before or subsequent to termination of such participant’s employment) acted in a manner inimical to the best interests of the Company.

     12. Limitations. A participant shall not have any interest in any Deferred Compensation credited to his or her Deferred Compensation Account until it is distributed in accordance with the Plan. All amounts deferred under the Plan shall remain the sole property of the Company, subject to the claims of its general creditors and available for use for whatever purposes are desired. With respect to Deferred Compensation, a participant shall be merely a general creditor of the Company and the obligation of the Company hereunder shall be purely contractual and shall not be funded or secured in any way. The Plan shall not constitute part of any participant’s or employee’s employment contract with the Company or any participating subsidiary. Participation in the Plan shall not create or imply a right to continued employment.

     13. Annual Statements of Account. Account statements shall be sent to participants as soon as practicable following the end of each year as to the balances of their respective Deferred Compensation Accounts as of the end of the previous calendar year.

     14. Withholding of Taxes. The Company shall have the right to withhold an amount sufficient to satisfy any federal, state or local income taxes or FICA or Medicare taxes that the Company may be required by law to pay with respect to any Deferred Compensation Account, including withholding payment from a participant’s current compensation.

     15. No Assignment of Benefits. No rights or benefits under the Plan shall, except as otherwise specifically provided by law, be subject to assignment (except for the designation of beneficiaries pursuant to paragraph (a) of Section 10), nor shall such rights or benefits be subject to attachment or legal process for or against a participant or his or her beneficiary or beneficiaries, as the case may be.

     16. Administration Expense. The entire expense of offering and administering the Plan shall be borne by the Company and its participating subsidiaries.

     17. Amendment, Modification, Suspension and Termination of the Plan; Rescissions and Corrections. The Compensation Committee, at any time may terminate, and at any time and from time to time, and in any respect, may amend or modify the Plan or suspend any of its provisions; provided, however, that no such amendment, modification, suspension or termination shall, without the consent of a participant, adversely affect such participant’s rights with respect to amounts credited to or accrued in his or her Deferred Compensation Account; 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. The Committee at any time may rescind or correct any deferrals or credits to any Deferred Compensation Account made in error or that jeopardize the intended tax status or legal compliance of the Plan.

     18. Section 10. Code Section 409A.

          (a) The Company reserves the right to take such action, on a uniform and consistent 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 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 the event an employee is reemployed following a Separation From Service, distribution of any deferrals shall not cease upon such employee’s reemployment.

          (d) After receipt of any deferrals, the obligations of the Company with respect to such amounts shall be satisfied and no employee, surviving spouse, or beneficiary shall have any further claims against the Plan or the Company with respect to any deferrals under the Plan.

     19. Indemnification and Exculpation.

          (a) Indemnification. Each person who is or shall have been a member of the Compensation Committee or a member of the Deferred Compensation Committee shall be indemnified and held harmless by the Company against and from any and all loss, cost, liability or expense that may be imposed upon or reasonably incurred by such person in connection with or resulting from any claim, action, suit or proceeding to which such person may be or become a party or in which such person may be or become involved by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid by such person in settlement thereof (with the Company’s written approval) or paid by such person in satisfaction of a judgment in any such action, suit or proceeding, except a judgment in favor of the Company based upon a finding of such person’s lack of good faith; subject, however, to the condition that upon the institution of any claim, action, suit or proceeding against such person, such person shall in writing give the Company an opportunity, at its own expense, to handle and defend the same before such person undertakes to handle and defend it on such person’s behalf. The foregoing right of indemnification shall not be exclusive of any other right to which such person may be entitled as a matter of law or otherwise, or any power that the Company may have to indemnify or hold such person harmless.

          (b) Exculpation. Each member of the Compensation Committee, each member of the Deferred Compensation Committee, each member of the IPOC and each member of the Investment Process Committee shall be fully justified in relying or acting in good faith upon any information furnished in connection with the administration of the Plan or any appropriate person or persons other than such person. In no event shall any person who is or shall have been a member of the Compensation Committee, a member of the Deferred Compensation Committee, a member of the IPOC or a member of the Investment Process Committee be held liable for any determination made or other action taken or any omission to act in reliance upon any such information, or for any action (including the furnishing of information) taken or any failure to act, if in good faith.

     20. Finality of Determinations; Request for Review. Each determination, interpretation or other action made or taken pursuant to the provisions of the Plan by the Compensation Committee or the Deferred Compensation Committee shall be final and shall be binding and conclusive for all purposes and upon all persons, including, but without limitation thereto, the Company, its stockholders, the Compensation Committee and each of the members thereof, the Deferred Compensation Committee and each of the members thereof, and the directors, officers, and employees of the Company, the Plan participants, and their respective successors in interest. In the event a participant wishes to appeal a decision relating to the Plan, a request in writing may be submitted to the Committee.

     21. Governing Law. The Plan shall be governed by and construed in accordance with the laws of the State of Michigan.

EX-5.1

Exhibit 5.1

Office of the General Counsel	One American Road
Peter J. Sherry, Jr.	Room 1134, WHQ
Associate General Counsel	Dearborn, Michigan 48126
313/323-2130
313/248-8713 (Fax)
psherry@ford.com
	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 Company’s Deferred Compensation Plan (the “Plan”) to pay in the future the value of the deferred compensation accounts, as defined in the Plan, adjusted to reflect the performance, whether positive or negative, of the selected measurement investment options during the deferral period, 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 Company’s Deferred Compensation 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 examined or caused to be examined such other documents and instruments and 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

Exhibit 24.2

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.

     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.