S-8

Registration Statement No. 333-

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 SAVINGS AND STOCK
INVESTMENT PLAN FOR SALARIED EMPLOYEES
(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
(Do not check if a smaller reporting company) Smaller reporting company o 

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 (a)	share (b)		price (b)		registration fee
Common Stock, $.01 par value	350,000,000 shares	$	2.48	$	868,000,000.00	$	34,112.40

(a)	The number of shares being registered represents the maximum number of additional shares not registered heretofore that may be acquired by Fidelity Management Trust Company, as trustee under the Master Trust established as of September 30, 1995, as amended, and as trustee under the Plan, during 2009 and during subsequent years until a new Registration Statement becomes effective.
(b)	Based on the market price of Common Stock of the Company on January 5, 2009, in accordance with Rule 457(c) under the Securities Act of 1933, as amended.
	In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this Registration Statement covers an indeterminate amount of interests to be offered or sold pursuant to the Plan described herein.

TABLE OF CONTENTS

EX-4.12

EX-4.13

EX-4.14

EX-4.15

EX-4.16

EX-5.1

EX-15

EX-23.1

EX-23.2

EX-24.1

EX-24.2

FORD MOTOR COMPANY SAVINGS AND STOCK
INVESTMENT PLAN FOR SALARIED EMPLOYEES

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, 2007 (except for the financial statements and financial statement schedules which were updated in our current reports on Form 8-K filed on June 2, 2008).

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

     (2) The Company’s Current Reports on Form 8-K filed January 3, 2008, January 16, 2008, January 16, 2008 (Form 8-K/A), January 24, 2008, February 1, 2008, March 3, 2008, March 19, 2008, March 26, 2008, April 1, 2008, April 11, 2008, April 24, 2008, April 28, 2008 (Form 8-K/A), May 1, 2008, May 9, 2008, May 13, 2008, May 22, 2008, May 23, 2008, June 2, 2008, June 3, 2008, June 20, 2008, July 1, 2008, July 24, 2008, July 24, 2008 (Form 8-K/A), August 1, 2008, August 15, 2008, September 3, 2008, September 10, 2008, September 16, 2008, October 2, 2008, October 16, 2008, October 17, 2008, November 3, 2008, November 7, 2008, November 18, 2008, December 2, 2008, and January 5, 2009.

     (c) The description of Ford’s Common Stock contained in Registration Statement No. 333-38352 filed by Ford under the Securities Act of 1933, as amended.

     (d) The Ford Motor Company Savings and Stock Investment Plan for Salaried Employees Annual Report on Form 11-K for the fiscal year ended December 31, 2007 filed with the Commission on June 30, 2008.

     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 Secretary and Associate General Counsel, Peter J. Sherry, Jr., has passed on the validity of the shares of Ford common stock to be issued under the plan identified above. Mr. Sherry beneficially owns shares of and has options to purchase additional 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

2

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 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

3

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.

     (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.

4

     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.

     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 key 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.

5

Item 8. Exhibits.

Exhibit Number	Exhibit Description
Exhibit 4.1	Ford Motor Company Savings and Stock Investment Plan for Salaried Employees (as amended effective April 13, 2006). Filed as Exhibit 4.1 to Registration Statement No. 333-138819 and incorporated herein by reference.
Exhibit 4.2	Copy of Amendments to the Ford Motor Company Savings and Stock Investment Plan for Salaried Employees effective November 6, 2006. Filed as Exhibit 4.2 to Registration Statement No. 333-138819 and incorporated herein by reference.
Exhibit 4.3	Summary of Amendments to the Ford Motor Company Savings and Stock Investment Plan for Salaried Employees dated December 11, 2006. Filed as Exhibit 4.3 to Registration Statement No. 333-153815 and incorporated herein by reference.
Exhibit 4.4	Summary of Amendments to the Ford Motor Company Savings and Stock Investment Plan for Salaried Employees effective January 8, 2007. Filed as Exhibit 4.4 to Registration Statement No. 333-153815 and incorporated herein by reference.
Exhibit 4.5	Summary of Amendments to the Ford Motor Company Savings and Stock Investment Plan for Salaried Employees effective April 18, 2007. Filed as Exhibit 4.5 to Registration Statement No. 333-153815 and incorporated herein by reference.
Exhibit 4.6	Summary of Amendments to the Ford Motor Company Savings and Stock Investment Plan for Salaried Employees effective January 1, 2008. Filed as Exhibit 4.6 to Registration Statement No. 333-153815 and incorporated herein by reference.
Exhibit 4.7	Summary of Amendments to the Ford Motor Company Savings and Stock Investment Plan for Salaried Employees effective March 1, 2008. Filed as Exhibit 4.7 to Registration Statement No. 333-153815 and incorporated herein by reference.
Exhibit 4.8	Summary of Amendments to the Ford Motor Company Savings and Stock Investment Plan for Salaried Employees effective March 19, 2008. Filed as Exhibit 4.8 to Registration Statement No. 333-153815 and incorporated herein by reference.
Exhibit 4.9	Master Trust Agreement, amended and restated as of January 1, 2005, between Ford Motor Company and Fidelity Management Trust Company, as Trustee. Filed as Exhibit 4.4 to Registration Statement No. 333-126865 and incorporated herein by reference.
Exhibit 4.10	Copy of Amendments to the Master Trust Agreement between Ford Motor Company and Fidelity Management Trust Company effective March 19, 2008. Filed as Exhibit 4.10 to Registration Statement No. 333-153815 and incorporated herein by reference.
Exhibit 4.11	Copy of Amendments to the Master Trust Agreement between Ford Motor

6

Exhibit Number	Exhibit Description
	Company and Fidelity Management Trust Company effective August 29, 2008. Filed as Exhibit 4.11 to Registration Statement No. 333-153815 and incorporated herein by reference.
Exhibit 4.12	Summary of Amendment to the Ford Motor Company Savings and Stock Investment Plan for Salaried Employees effective September 30, 2008. Filed with this Registration Statement.
Exhibit 4.13	Summary of Amendments to the Ford Motor Company Savings and Stock Investment Plan for Salaried Employees effective January 23, 2009. Filed with this Registration Statement.
Exhibit 4.14	Summary of Amendments to the Ford Motor Company Savings and Stock Investment Plan for Salaried Employees effective January 23, 2009. Filed with this Registration Statement.
Exhibit 4.15	Summary of Amendment to the Ford Motor Company Savings and Stock Investment Plan for Salaried Employees effective January 1, 2009. Filed with this Registration Statement.
Exhibit 4.16	Summary of Amendment to the Ford Motor Company Savings and Stock Investment Plan for Salaried Employees effective January 1, 2009. Filed with this Registration Statement.
Exhibit 5.1	Opinion of Peter J. Sherry, Jr., Secretary and Associate General Counsel of Ford Motor Company, with respect to the legality of the securities being registered hereunder. Filed with this Registration Statement.
Exhibit 5.2	Copy of Internal Revenue Service determination letter that the Plan is qualified under Section 401 of the Internal Revenue Code. Filed as Exhibit 5.2 to Registration Statement No. 333-115339.
Exhibit 15	Letter from Independent Registered Public Accounting Firm regarding unaudited interim financial information. Filed with this Registration Statement.
Exhibit 23.1	Consent of Independent Registered Public Accounting Firm. Filed with this Registration Statement.
Exhibit 23.2	Consent of Independent Registered Public Accounting Firm for the Ford Motor Company Savings and Stock Investment Plan for Salaried Employees. 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.

7

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.

SIGNATURES

The Plan. Pursuant to the requirements of the Securities Act of 1933, as amended, the 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 8^th day of January, 2009.

	FORD MOTOR COMPANY SAVINGS AND STOCK INVESTMENT PLAN FOR SALARIED EMPLOYEES
By:	/s/ Stephen V. O’Neill
	Stephen V. O’Neill, Chairperson
	Savings and Stock Investment Plan Committee

8

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 8^th day of January, 2009.

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

Pursuant to the requirements of the Securities Act of 1933, 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.*	Director, Chairman of the Board,	January 8, 2009
(William Clay Ford, Jr.)	Executive Chairman, Chair of the Office of the Chairman and Chief Executive Committee, and Chair of the Finance Committee
Alan Mulally*	Director, President, and	January 8, 2009
(Alan Mulally)	Chief Executive Officer (principal executive officer)
Stephen G. Butler*	Director and Chair of the	January 8, 2009
(Stephen G. Butler)	Audit Committee
Kimberly A. Casiano*	Director	January 8, 2009
(Kimberly A. Casiano)
Edsel B. Ford II*	Director	January 8, 2009
(Edsel B. Ford II)
Irvine O. Hockaday, Jr.*	Director	January 8, 2009
(Irvine O. Hockaday, Jr.)
Richard A Manoogian*	Director and Chair of	January 8, 2009
(Richard A. Manoogian)	the Compensation Committee
Ellen R. Marram*	Director and Chair of the	January 8, 2009
(Ellen R. Marram)	Nominating and Governance Committee
Homer A. Neal*	Director and Chair of the	January 8, 2009
(Homer A. Neal)	Sustainability Committee

9

Signature	Title	Date
Gerald L. Shaheen*	Director	January 8, 2009
(Gerald L. Shaheen)
John L. Thornton*	Director	January 8, 2009
(John L. Thornton)
Peter J. Daniel*	Senior Vice President and Controller	January 8, 2009
(Peter J. Daniel)	(principal accounting officer)
Lewis W.K. Booth*	Executive Vice President and	January 8, 2009
(Lewis W.K. Booth)	Chief Financial Officer (principal financial officer)

* By:   /s/ Peter J. Sherry, Jr.  

(Peter J. Sherry, Jr., 

Attorney-in-Fact) 

10

Exhibit Index

Exhibit Number	Exhibit Description
Exhibit 4.1	Ford Motor Company Savings and Stock Investment Plan for Salaried Employees (as amended effective April 13, 2006). Filed as Exhibit 4.1 to Registration Statement No. 333-138819 and incorporated herein by reference.
Exhibit 4.2	Copy of Amendments to the Ford Motor Company Savings and Stock Investment Plan for Salaried Employees effective November 6, 2006. Filed as Exhibit 4.2 to Registration Statement No. 333-138819 and incorporated herein by reference.
Exhibit 4.3	Summary of Amendments to the Ford Motor Company Savings and Stock Investment Plan for Salaried Employees dated December 11, 2006. Filed as Exhibit 4.3 to Registration Statement No. 333-153815 and incorporated herein by reference.
Exhibit 4.4	Summary of Amendments to the Ford Motor Company Savings and Stock Investment Plan for Salaried Employees effective January 8, 2007. Filed as Exhibit 4.4 to Registration Statement No. 333-153815 and incorporated herein by reference.
Exhibit 4.5	Summary of Amendments to the Ford Motor Company Savings and Stock Investment Plan for Salaried Employees effective April 18, 2007. Filed as Exhibit 4.5 to Registration Statement No. 333-153815 and incorporated herein by reference.
Exhibit 4.6	Summary of Amendments to the Ford Motor Company Savings and Stock Investment Plan for Salaried Employees effective January 1, 2008. Filed as Exhibit 4.6 to Registration Statement No. 333-153815 and incorporated herein by reference.
Exhibit 4.7	Summary of Amendments to the Ford Motor Company Savings and Stock Investment Plan for Salaried Employees effective March 1, 2008. Filed as Exhibit 4.7 to Registration Statement No. 333-153815 and incorporated herein by reference.
Exhibit 4.8	Summary of Amendments to the Ford Motor Company Savings and Stock Investment Plan for Salaried Employees effective March 19, 2008. Filed as Exhibit 4.8 to Registration Statement No. 333-153815 and incorporated herein by reference.
Exhibit 4.9	Master Trust Agreement, amended and restated as of January 1, 2005, between Ford Motor Company and Fidelity Management Trust Company, as Trustee. Filed as Exhibit 4.4 to Registration Statement No. 333-126865 and incorporated herein by reference.
Exhibit 4.10	Copy of Amendments to the Master Trust Agreement between Ford Motor Company and Fidelity Management Trust Company effective March 19, 2008. Filed as Exhibit 4.10 to Registration Statement No. 333-153815 and incorporated herein by reference.

11

Exhibit Number	Exhibit Description
Exhibit 4.11	Copy of Amendments to the Master Trust Agreement between Ford Motor Company and Fidelity Management Trust Company effective August 29, 2008. Filed as Exhibit 4.11 to Registration Statement No. 333-153815 and incorporated herein by reference.
Exhibit 4.12	Summary of Amendment to the Ford Motor Company Savings and Stock Investment Plan for Salaried Employees effective September 30, 2008. Filed with this Registration Statement.
Exhibit 4.13	Summary of Amendments to the Ford Motor Company Savings and Stock Investment Plan for Salaried Employees effective January 23, 2009. Filed with this Registration Statement.
Exhibit 4.14	Summary of Amendments to the Ford Motor Company Savings and Stock Investment Plan for Salaried Employees effective January 23, 2009. Filed with this Registration Statement.
Exhibit 4.15	Summary of Amendment to the Ford Motor Company Savings and Stock Investment Plan for Salaried Employees effective January 1, 2009. Filed with this Registration Statement.
Exhibit 4.16	Summary of Amendment to the Ford Motor Company Savings and Stock Investment Plan for Salaried Employees effective January 1, 2009. Filed with this Registration Statement.
Exhibit 5.1	Opinion of Peter J. Sherry, Jr., Secretary and Associate General Counsel of Ford Motor Company, with respect to the legality of the securities being registered hereunder. Filed with this Registration Statement.
Exhibit 5.2	Copy of Internal Revenue Service determination letter that the Plan is qualified under Section 401 of the Internal Revenue Code. Filed as Exhibit 5.2 to Registration Statement No. 333-115339.
Exhibit 15	Letter from Independent Registered Public Accounting Firm regarding unaudited interim financial information. Filed with this Registration Statement.
Exhibit 23.1	Consent of Independent Registered Public Accounting Firm. Filed with this Registration Statement.
Exhibit 23.2	Consent of Independent Registered Public Accounting Firm for the Ford Motor Company Savings and Stock Investment Plan for Salaried Employees. 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.

12

EX-4.12

Exhibit 4.12

The following is a summary of amendments to the Ford Motor Company Savings and Stock Investment Plan for Salaried Employees, effective September 30, 2008:

• The Fidelity Dividend Growth Fund was closed to new monies (contributions, loan repayments and exchanges) effective May 19, 2008 and removed from the investment line-up effective September 30, 2008. Any assets remaining in the Fund as of 4:00 p.m., ET, on this date were reallocated to the Vanguard Institutional Index Fund-Institutional Plus Shares.

EX-4.13

Exhibit 4.13

The following is a summary of amendments to the Ford Motor Company Savings and Stock Investment Plan for Salaried Employees, effective January 23, 2009:

• Oakmark Select Fund-Class I and Templeton Foreign Fund–Advisor Class will be closed to new monies effective January 23, 2009 and will be removed from the lineup effective July 30, 2009. Any contributions and loan repayments allocated to or assets remaining in these funds as of 4:00 p.m., ET, on these dates will be reallocated as follows:

-Oakmark Select Fund–Class I Þ Vanguard Institutional Index Fund–Institutional Plus Shares;

-Templeton Foreign Fund–Advisor Class Þ BGI EAFE Equity Index Fund.

EX-4.14

Exhibit 4.14

The following is a summary of amendments to the Ford Motor Company Savings and Stock Investment Plan for Salaried Employees, effective January 23, 2009:

• The Fidelity Freedom Funds will be replaced with Barclays Global Investors (BGI) LifePath® Index Funds as the target-date fund option.

• The following BGI LifePath® Index Funds, rather than the Fidelity Freedom Funds® will become the designated default investment options:

BGI LifePath® Index Retirement Fund
BGI LifePath® Index 2015 Fund
BGI LifePath® Index 2020 Fund
BGI LifePath® Index 2025 Fund
BGI LifePath® Index 2030 Fund
BGI LifePath® Index 2035 Fund
BGI LifePath® Index 2040 Fund
BGI LifePath® Index 2045 Fund
BGI LifePath® Index 2050 Fund

EX-4.15

Exhibit 4.15

The following is a summary of amendments to the Ford Motor Company Savings and Stock Investment Plan for Salaried Employees, effective January 1, 2009:

• Discontinue the annual crediting rate reset process for the Interest Income Fund. A “floating” rate will be used instead, reflecting the blended actual yield of the underlying portfolio. As part of the transition, a fixed crediting rate will be announced for the first quarter 2009 only. Thereafter, a “floating” rate will be used.

EX-4.16

Exhibit 4.16

The following is a summary of amendments to the Ford Motor Company Savings and Stock Investment Plan for Salaried Employees, effective January 1, 2009:

• Rollover amounts will be included in determining the $3,500 threshold for involuntary distribution of assets in a Member’s account following termination of employment.

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
	January 8, 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 350,000,000 shares of Common Stock, par value $.01 per share, of the Company (“Common Stock”), relating to the Ford Motor Company Savings and Stock Investment Plan for Salaried Employees (the “Plan”).

     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 shares of Common Stock being registered under the Registration Statement, and all such shares of Common Stock acquired by Fidelity Management Trust Company, as trustee under the Master Trust Agreement, as amended and restated as of January 1, 2005 with subsequent amendments on March 19, 2008 and August 19, 2008, relating to the Plan (the “Master Trust Agreement”) and as trustee under the Plan, in accordance with the Master Trust Agreement and 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 therefor the consideration provided in the Plan (but not less than the par value thereof).

     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-15

Exhibit 15

January 8, 2009

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

Commissioners:

We are aware that our reports dated May 7, 2008, August 8, 2008 and November 7, 2008 on our reviews of interim financial information of Ford Motor Company (the “Company”) for the three-month periods ended March 31, 2008 and 2007, the three-month and six-month periods ended June 30, 2008 and 2007 and the three-month and nine-month periods ended September 30, 2008 and 2007 included in the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2008, June 30, 2008 and September 30, 2008 are incorporated by reference in its Registration Statement on Form S-8 dated January 8, 2009.

Very truly yours,

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
Detroit, Michigan

EX-23.1

Exhibit 23.1

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 27, 2008, except with respect to our opinion on the consolidated financial statements insofar as it relates to the effects of the change in reportable segments discussed in Notes 13, 18, and 25 to the consolidated financial statements, as to which the date is June 2, 2008, relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in Ford Motor Company’s Current Report on Form 8-K dated June 2, 2008.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
Detroit, Michigan
January 8, 2009

1

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference of our report dated June 25, 2008 on the financial statements of the Ford Motor Company Savings and Stock Investment Plan for Salaried Employees as of December 31, 2007 and 2006 and for the year ended December 31, 2007 in this S – 8 Registration Statement for the registration of 350,000,000 shares of Ford Motor Company common stock.

/s/ Plante & Moran, PLLC

Southfield, Michigan
January 7, 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, R.T. Biskup, 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 May 7, 2008. 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 29^th of May, 2008.

/s/ William Clay Ford, Jr.	/s/ Kimberly A. Casiano
(William Clay Ford, Jr.)	(Kimberly A. Casiano)
/s/ Stephen G. Butler	/s/ Irvine O. Hockaday, Jr.
(Stephen G. Butler)	(Irvine O. Hockaday, Jr.)
/s/ Edsel B. Ford II	/s/ Ellen R. Marram
(Edsel B. Ford II)	(Ellen R. Marram)

EXHIBIT 24.1

/s/ Richard A. Manoogian	/s/ Homer A. Neal
(Richard A. Manoogian)	(Homer A. Neal)
/s/ Alan Mulally	/s/ Gerald L. Shaheen
(Alan Mulally)	(Gerald L. Shaheen)
/s/ John L. Thornton	/s/ Peter J. Daniel
(John L. Thornton)	(Peter J. Daniel)

- 2 -

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 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 May 7, 2008. 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.

     The undersigned has signed his name as of the 9^th of December, 2008.

     /s/ Lewis W.K. Booth 

     (Lewis W.K. Booth) 

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 May 7, 2008

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, R. T. Biskup, 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.

     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.

- 1 -

EXHIBIT 24.2

p

     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.

- 2 -