ex10b1.htm


    
      

    

    Exhibit
10-B-1

    
      


      
        Employment
Offer Letter and Agreement Amendments

        Jim
Farley

        Effective
as of December 31, 2008

      

      


      Background

      
        	
                ·

              	
                Section
      409A of the Internal Revenue Code Section of 1986, as amended ("Code"),
      regulates the provision of nonqualified deferred compensation to
      employees.

              


      

      
        	
                ·

              	
                Code
      Section 409A requires that all agreements providing for nonqualified
      deferred compensation be amended to comply with its requirements no later
      than December 31, 2008.

              


      

      
        	
                ·

              	
                The
      amendments described herein are intended to ensure that the terms of Mr.
      Farley's employment offer letter and agreement comply with Code Section
      409A.

              


      

      


      Amendments

       

      
        	
                1.

              	
                Last
      sentence of the fourth bullet point regarding the AICP bonus payments for
      2007 and 2008 is amended to read as follows:  "You are
      guaranteed full payment of the 2007 and 2008 AICP targets which will be
      paid on or before March 15, 2008 and March 15, 2009,
      respectively."

                 

              


      

      
        	
                2.

              	
                The
      following shall be added to the end of the provision regarding relocation
      and temporary housing:  "Reimbursements for temporary living
      costs will be made (i) not later than March 15th
      of the year following the year in which the expense is incurred, and (ii)
      only for expenses incurred in a year in which you are employed by the
      Company."

                 

              


      

      
        	
                3.

              	
                The
      following shall be added to the end of the provision regarding country
      club membership:  "Any such reimbursement shall be made on or
      before December 31, 2007."

                 

              


      

      
        	
                4.

              	
                The
      following sentence shall be added as the second sentence of the provision
      regarding severance pay:  "Any such payment shall be made on or
      after the first day of the seventh month following your termination of
      employment, but in no event later than the December 31st
      following the first day of such seventh month."

                 

              


      

      
        	
                5.

              	
                The
      provision entitled "Tax Consequences and Possible Delays in Payment to
      Avoid Penalties" shall amended in its entirety to read as
      follows:

              


      

       

      "Tax
Consequences and Delays in Payment

       

      You are
solely responsible and liable for all taxes that may arise in connection with
the compensation and benefits that you receive from Ford.  This
includes any tax arising under the newly-enacted Section 409A of the Internal
Revenue Code of 1986, as amended (Code).  Notwithstanding anything
contained in this agreement to the contrary, for purposes of determining the
timing of payments under this agreement upon termination of employment, as
defined for purposes of Code Section 409A, you will be treated as if you were a
'Specified Employee' under Code Section 409A at the time of
termination.  Consequently, no payment of deferred compensation as
defined under Code Section 409A shall be made pursuant to this agreement upon
termination of employment (other than as a result of death) prior to the first
day of the seventh month following such termination of
employment.  Any payments delayed during the first 6 months following
your termination of employment will be accumulated and paid to you in a lump sum
payment on or after the first day of the seventh month following such
termination of employment.  Please consult your personal financial or
tax advisor about the tax consequences of your compensation and
benefits.  No one at Ford is authorized to provide this advice to
you."

      


      These
amendments are effective as of December 31, 2008.

      


      
        
          	
                  /s/ Felicia Fields

                	 
      	
                  /s/ Jim Farley

                	 
      
	
                  Felicia
      Fields  /  Date

                	 
      	
                  Jim
      Farley /  Date