Exhibit 10.2


    Exhibit
      10.2

    


    Agreement
      between Ford Motor Company and

    James
      J. Padilla dated April 7, 2006

    


     

    Ford
      Motor
      Company

    One
      American Road

    P.O.
      Box
      1899

    Dearborn,
      MI 48126

    


    April
      5,
      2006

    


    Mr.
      James
      J. Padilla

    [ADDRESS
      REDACTED]

     

    


    Dear
      Jim:

    


    This
      letter will confirm the agreement (the “Agreement”) regarding the terms and
      conditions under which you have agreed to provide your personal services as
      a
      consultant to Ford Motor Company ("Ford" or the "Company").

    


    
      	1.  	
              Scope
                of Services:
                Subject
                to the terms and conditions contained herein, during the calendar
                months
                beginning on July 1, 2006 and ending June 30, 2007, unless this Agreement
                is terminated earlier pursuant to Section 13 hereof, you will be
                available
                to provide consultation to the Company.


            


    

    


    Specific
      direction regarding the services to be provided by you to Ford hereunder shall
      be given to you on behalf of Ford by the Chairman and Chief Executive Officer,
      Ford Motor Company, and/or their designate. 

    


    
      	2.  	
              Competitive
                Behavior:
                As a condition of the Company’s obligations under this Agreement, during
                the term of this Agreement, you will not, without written permission
                of
                the Company, on behalf of yourself or on behalf of any other person,
                company, corporation, partnership or other entity or enterprise,
                directly
                or indirectly, as an employee, proprietor, stockholder, partner,
                consultant, or otherwise, engage in any business or activity competitive
                with the business of Ford Motor Company, its subsidiaries or affiliates
                worldwide. You specifically acknowledge that the Company conducts
                a
                worldwide business and that the worldwide restriction is reasonable.
                You
                also agree during the term of this Agreement that you will not engage
                in
                any conduct that is inimical to the best interests of the Company,
                its
                subsidiaries, or affiliates worldwide. In the event you breach these
                restrictive covenants, the Company shall be entitled to the remedies
                outlined in Section 3 below with respect to breach of Confidential
                Information.

            


    

    


    
      	3.  	
              Confidential
                Information and Remedies:
                You agree to keep secret and retain in strictest confidence, and
                shall
                not, without the prior written consent of the Chairman and Chief
                Executive
                Officer of the
                Company, furnish, make available or disclose to any third party or
                use for
                your benefit or the benefit of any third party, any Confidential
                Information as hereafter defined. As used in this Agreement, Confidential
                Information means any information relating to the business or affairs
                of
                the Company, including but not limited to, information relating to
                financial statements, customer identities, potential customers, employees,
                suppliers, servicing methods, equipment, product or service programs,
                product designs, cycle plans, strategies and information, databases
                and
                information systems, analyses, profit margins, pricing, comparative
                or
                futuring studies or other proprietary information used by the Company,
                whether or not generated by the Company or purchased by the Company
                through business consultants. Confidential Information shall not
                include
                any information in the public domain or information that becomes
                known in
                the industry through no wrongful act on your part. You acknowledge
                that
                the Confidential Information is vital, sensitive, confidential and
                proprietary to the Company. You acknowledge and agree that your promise
                to
                keep confidential the Confidential Information is reasonable and
                necessary
                for the protection of the Company’s business interests; that irreparable
                injury will result to the Company if you break your promise, and
                that the
                Company may not have an adequate remedy at law if you break or threaten
                to
                break your promise. Accordingly, you agree that in such event, the
                Company
                will be entitled to immediate temporary injunctive and other equitable
                relief in a court of competent jurisdiction, without the necessity
                of
                showing actual monetary damages, subjective to a hearing as soon
                thereafter as possible. Nothing contained herein shall be construed
                as
                prohibiting the Company from pursuing another remedy available to
                it for
                failing to keep your promise, including the recovery of any damage
                which
                it is able to prove and any other remedies allowed under any other
                agreement with the Company or provided for under various Company
                plans. In
                addition, as a penalty and not in lieu of other damages the Company
                may be
                able to prove, you agree to pay the Company liquidated damages in
                an
                amount equal to the total consulting fees received under Section
                6 of the
                Agreement, or used as an offset under Section 16 of this Agreement,
                if you
                break your promise and divulge Confidential Information or break
                any of
                your promises under Sections 2, 4, 5, 10, 11, 12, or
                15.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	4.  	
              Confidential
                Materials:
                You acknowledge that any information received by you during the execution
                of your responsibilities for the Company in accordance with the Agreement,
                which concerns the personal, financial or other affairs of the Company,
                will be treated as Confidential Information in accordance with Section
                3
                above, and will not be revealed to any other persons, firms or
                organizations.

            


    

    


    
      	5.  	
              Disparagement:
                Each party acknowledges that the business reputation of the other
                is a
                valuable asset of such other party. Each party agrees that it shall
                take
                no action which can be deemed to be inimical to the best interests
                of the
                other party, including but not limited to: publishing material that
                disparages the other party, participating in interviews disparaging
                the
                other party or taking action in any other manner or way disparaging
                the
                other party. In the event that a party takes an action that is deemed
                to
                be inimical to the best interests of the other party, the party committing
                the breach shall pay liquidated damages to the other party in an
                amount
                equal to the value of the total consulting fees paid/received under
                Section 6 or used as an offset under Section 16 of this Agreement,
                and if
                the breaching party is you this Agreement will be terminated by the
                Company.

            


    

    


    
      	6.  	
              Compensation:
                As
                consideration for your services during the term of this Agreement
                and for
                your active support for the Company and key leaders, the Company
                will,
                during the course of this Agreement, pay you at a rate of $148,020
                for
                each calendar quarter during which you provide services hereunder,
                beginning July 1, 2006 and ending June 30, 2007; provided, however,
                that
                such amount should be prorated for any pay period that is less than
                three
                full months. Such payments shall be paid to you by Ford quarterly
                in
                advance. 

            


    

    


    This
      is
      intended to be a personal services agreement, and you will not delegate or
      assign the agreement to any other person or entity without Ford's written
      permission. You exclusively will carry out the work under this Agreement and
      may
      not designate an individual other than yourself as the provider of services
      hereunder. Ford shall not be responsible for any tax levied relating to you
      by
      any governmental authority arising out of this Agreement. Accordingly, you
      will
      be responsible for payment of all taxes, including national, state, provincial
      and local taxes, arising from activities in accordance with this
      contract.

    


    
      	7.  	
              Expenses:
                The Company will reimburse you for customary and reasonable
                business-related expenses and travel that we authorize you to take,
                consistent with Ford policies and procedures, during the term of
                this
                Agreement. This Agreement does not entitle you to the use of Company
                aircraft. On a monthly basis, you will provide to the Group Vice
                President, Corporate Human Resources and Labor Affairs, such documentation
                as is reasonably necessary to support the reimbursement of such expenses.
                The Company reserves the right to request additional documentation
                to
                support the reimbursement of such
                expenses.

            


    

    


    
      	8.  	
              Other
                support: You
                will be provided with an office and computer support when in Dearborn,
                Michigan, and will be provided travel support by the Executive Travel
                Office in making aircraft travel arrangements in connection with
                work
                performed under this Agreement.

            


    

    


    You
      will
      be provided certain computer and related equipment as described in the
      attachment, to perform work under this Agreement and maintained by the Company.
      (Attachment)

     

    
      	9.  	
              Indemnification:
                Your
                relationship to Ford under this Agreement shall be that of an independent
                contractor in the performance of the duties under this Agreement.
                However,
                you will be indemnified by Ford for all losses and other damages
                that you
                may sustain in performing services hereunder within the scope of
                your
                consultancy to the same extent as you would be if you were an employee
                of
                the Company under Ford's Certificate of
                Incorporation.

            


    

    


    
      	10.  	
              Recruitment:
                During the term of this Agreement, you will not recruit any employee
                from
                Ford Motor Company or otherwise counsel any employee in Ford or its
                subsidiaries to leave the Company. In addition, you will not provide
                counsel or comments to any outside organization or individual regarding
                skills, competencies, position responsibilities, performance, recruiting,
                development, or succession planning regarding any employee in the
                Company.
                Breach of this provision shall be subject to the remedies described
                in
                Section 3.

            


    

    


    
      	11.  	
              Customers
                and suppliers:
                During the term of this Agreement, you shall not, directly or indirectly,
                as an employee, agent, consultant, stockholder, director, co-partner
                or in
                any individual or representative capacity intentionally solicit or
                encourage any present or future customer or supplier of the Company
                to
                terminate or otherwise alter its relationship with the Company in
                an
                adverse manner. Breach of this provision shall be subject to the
                remedies
                described in Section 3.

            


    

    


    
      	12.  	
              Information
                and conflicts:
                All
                information and data you develop or acquire in performing the services
                hereunder shall belong to Ford, without further consideration, and
                shall
                be delivered to Ford upon completion of this Agreement or earlier
                if
                requested. Ford shall be free to use and disclose to others information
                and data you deliver to Ford.

            


    

    


    Works
      of
      authorship you create in performing the services hereunder shall be considered
      as a specially ordered or commissioned "work for hire" and all copyrights for
      such works of authorship shall belong to Ford. All such works of authorship
      shall bear a valid copyright notice designating Ford as the owner of such
      copyright.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    You
      shall
      use the information and data you acquire from Ford only in performing the
      services under this Agreement. You shall not disclose to any third party, during
      the period of this Agreement and thereafter, any such information and data
      that
      is not in the public domain. If you receive a request for any such information
      from competent governmental or legal authority, you shall promptly notify Ford
      for direction. In addition, you will undertake to notify Ford immediately if
      any
      of the services to be provided by yourself hereunder would in any way conflict
      with any obligations, fiduciary, contractual or otherwise, that you have to
      any
      other party.

    


    
      	13.  	
              Termination: This
                Agreement may be terminated by either you or Ford at any time upon
                30 days
                written notice provided by the terminating party to the other. Except
                as
      otherwise provided in Section 16, no such termination by either
                party will
                affect the obligation of Ford to pay compensation for services rendered,
                or to reimburse travel and business expenses incurred prior to such
                termination, or any other provision of this
                agreement.

            


    

    


    
      	14.  	
              Applicable
                Law:
                This
                Agreement shall be governed by and construed in accordance with the
                laws
                of the State of Michigan, without reference to principles of conflict
                of
                laws.

            


    

    


    
      	15.  	
              Confidentiality
                of this Agreement: Both
                you and Ford shall use reasonable efforts to keep the existence and
                terms
                of this agreement confidential except to the extent required by law
                to be
                disclosed. If there is a legitimate request by governmental or similar
                authority for its disclosure, the party receiving the request will
                promptly notify the other of the nature of and details surrounding
                the
                request. 

            


    

    


    
      	16.  	
              Offset
                Provision:
                In
                the event the Company determines that you are obligated to reimburse
                the
                Company for any amounts paid to you in excess of what is due to you
                under
                this Agreement, the Company may at its sole discretion and without
                notice
                withhold from payment to you all amounts due to you from the Company
                under
                this agreement until the amount due the Company is fully paid, to
                the
                extent permitted by applicable law.

            


    

    


    
      	17.  	
              Other
                Agreements:
                This Agreement is the only agreement between the parties with respect
                to
                consulting services and shall replace any prior understandings, oral
                or
                written, regarding any consulting
                services.

            


    

    


    


    If
      the
      above accurately reflects the agreement between you and the Company, please
      sign
      and return this letter. Upon our receipt, this letter will constitute an
      agreement between you and the Company, and it will be governed and construed
      in
      accordance with the laws of the State of Michigan, excluding its choice of
      laws
      provisions. Specifically, it is intended that the restrictive covenants in
      this
      Agreement be construed under the laws of the State of Michigan and not any
      foreign jurisdiction. Any disputes arising out of this Agreement shall be
      resolved through binding arbitration under the rules of the American Arbitration
      Association. The venue for any such dispute shall be Wayne County, Michigan.
      

    


    


    


    FORD
      MOTOR COMPANY

    


    /s/
      Joe W. Laymon  

    By:
      Joe
      W. Laymon

     

    


    


    Agreed:          
       /s/
      James J. Padilla 

                       
      James
      J.
      Padilla

    


    Date:                 April
      7, 2006  

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    Attachment
      

    


    Equipment
      and Other Support

    


    Computer
      and Other IT Equipment

    


    One
      laptop computer with appropriate software and one docking station with monitor,
      printer, fax machine and wireless support, e-mail, Internet connection, one
      cellular telephone, and RNA service for you.

    


    Obligation
      to Return Equipment

    


    At
      the
      end of the consulting Agreement, you agree to return all computer and other
      IT
      equipment listed above or referenced in this Agreement within 10 business days
      prior to the end of this Agreement. If you are located more than 50 miles (or
      a
      km equivalent) from a Ford location, you agree to arrange delivery to the
      address provide below. It is also understood that with the end of this Agreement
      all IT and related telecommunications support from the Company will end
      immediately. 

    


    Shipping
      information:

    


    Mr.
      Gene
      Kotlinski

    Executive
      Technology Office

    Ford
      Motor Company

    World
      Headquaters, Room 931 A

    One
      American Road, 

    Dearborn,
      MI 48126-2798