Exhibit 10-P-3 Form of Stock Option Agreement (ISO) with Terms and Conditions.**


    Exhibit
      10-P-3

    


    


    STOCK
      OPTION AGREEMENT UNDER

    1998
      LONG-TERM INCENTIVE PLAN

    (Incentive
      Option)

    


    This
      AGREEMENT made this ___ day of ___________, by and between Ford Motor Company,
      a
      Delaware corporation (the "Company"), and «First_MI» «Last_name»
      (the
      "Optionee"), WITNESSETH:

    


    WHEREAS,
      the Optionee is now employed by the Company, or one of its subsidiaries, in
      a
      responsible capacity and the Company desires to provide an incentive to the
      Optionee, to encourage the Optionee to remain in the employ of the Company
      or of
      one or more of its subsidiaries and to increase the Optionee's interest in
      the
      Company's long-term success; and as an inducement thereto, the Company has
      adopted the 1998 Long-Term Incentive Plan (the "Plan"), to be administered
      by
      the Compensation Committee (the "Committee"), and has determined to grant to
      the
      Optionee the option herein provided for,

    


    NOW,
      THEREFORE, IT IS AGREED BETWEEN THE PARTIES as follows:

    


    Subject
      to the terms and conditions set forth herein, in the Plan, in the "Terms and
      Condition of Stock Option Agreement" attached hereto (the "Terms and
      Conditions") and in any rules and regulations established by the Committee
      pursuant to the Plan (all of which are incorporated by reference into this
      Agreement as though set forth in full herein)*, the Company hereby grants to
      the
      Optionee the right and option to purchase from the Company up to, but not
      exceeding in the aggregate, «shares»
      shares
      of the Company's Common Stock of the par value of $.01 per share ("Stock"),
      at a
      price of $_______ per share (the "Option"). 

    


    The
      Optionee agrees to remain in the employ of the Company or of one or more of
      its
      subsidiaries for a period ending on the later of (a) the date one year from
      the
      date of this Agreement or (b) one year from the latest date to which the
      Optionee is obligated to remain in such employ under any option granted to
      the
      Optionee under the Plan or any Stock Option Plan of the Company or under any
      amendment to any such option; provided, however, that, if the second or third
      paragraph of Article 2 of the Terms and Conditions shall apply to the Optionee,
      such period shall be limited to six months from the date of this Agreement;
      and
      provided, further, that nothing contained herein or in the Terms and Conditions
      shall restrict the right of the Company or any of its subsidiaries to terminate
      the employment of the Optionee at any time, with or without cause. The term
      "Company" as used in this Agreement and in the Terms and Conditions with
      reference to employment shall include subsidiaries of the Company. The term
      "subsidiary" as used in this paragraph 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 or the membership interest of
      which is owned directly or indirectly by the Company.

    


    The
      Option is intended to be an incentive stock option.

    


    The
      grant
      of the Option to the Optionee is completely discretionary and does not create
      any rights to receive future stock option grants. The Company may amend, modify
      or terminate the Plan at any time, subject to limitations set forth in the
      Plan.

    


    IN
      WITNESS THEREOF, the parties hereto have executed this Agreement as of the
      day
      and year first above written.

    


    
      	
              AUTHENTICATED

              as
                of the above date

              By_________________________________

              Executive
                Compensation Human Resources

            	 	
              FORD
                MOTOR COMPANY

               

              By
                ____________________________

              Executive
                Vice President and Chief Financial Officer

               

              Optionee:
                «First_MI» «Last_name»_

              Optionee
                ID: ____________________

               

              By
                ____________________________

              Manager
                Compensation Programs

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    Terms
      and Conditions of Stock Option Agreement 

    (Incentive
      Option)

    1998
      Long-Term Incentive Plan

    


    Effective
      for Options and/or Stock Appreciation Rights granted on or after January 1,
      2006.

    


    
      	
              1.

            	
              The
                Option may not be exercised prior to the date one year from the date
                of
                the Stock Option Agreement of which these terms and conditions are
                a part
                (the "Agreement"). Thereafter, the Option may be exercised in installments
                as follows:

               

              (a)
                Beginning on the date one year from the date of the Agreement, the
                Option
                may be exercised to the extent of 33% of the shares originally covered
                thereby;

               

              (b)
                Beginning on the date two years from the date of the Agreement, the
                Option
                may be exercised to the extent of an additional 33% of the shares
                originally covered thereby;

               

              (c)
                Beginning on the date three years from the date of the Agreement,
                the
                Option may be exercised to the extent of an additional 34% of the
                shares
                originally covered thereby; and

               

              (d)
                To the extent not exercised, installments shall be cumulative and
                may be
                exercised in whole or in part;

               

              all
                subject to the Agreement and these terms and conditions and any rules
                and
                regulations established by the Committee pursuant to the
                Plan.

               

              Notwithstanding
                the foregoing, if your stock option grant included an incentive stock
                option (ISO), the ISO portion of the grant would be maximized within
                permissible regulatory limits. This could result in a different number
                of
                options vesting on the first three anniversary dates of the grant
                under
                the nonqualified option (NQO) and/or the ISO portion of the grant
                than the
                number indicated by the schedule above. In any event, the total number
                of
                NQOs and ISOs in the grant, will, as a whole, vest according to the
                schedule above. Your account statement (available online through
                a Smith
                Barney phone representative and mailed to you annually) will reflect
                the
                specific number of ISOs and NQOs vesting on the specific
                dates.

               

            
	
              2.

            	
              The
                Stock Appreciation Right, if any, granted by the Company to the Optionee
                under the Agreement shall entitle the Optionee to receive, without
                payment
                to the Company and as the Optionee may elect, either (a) that number
                of
                shares of Stock determined by dividing (i) the total number of shares
                of
                Stock subject to the Option (or the portion or portions thereof which
                the
                Optionee from time to time elects to use for purposes of this clause
                (a)),
                multiplied by the amount by which the fair market value of a share
                of
                Stock on the day this right is exercised exceeds the option price
                set
                forth in the Agreement (such amount being hereinafter referred to
                as the
                "Spread"), by (ii) the fair market value of a share of Stock on the
                exercise date; or (b) cash in an amount determined by multiplying
                (i) the
                total number of shares of Stock subject to the Option (or the portion
                or
                portions thereof which the Optionee from time to time elects to use
                for
                purposes of this clause (b)), by (ii) the amount of the Spread; or
                (c) a
                combination of shares of Stock and cash, in amounts determined as
                set
                forth in clauses (a) and (b) above; all subject to the terms and
                conditions set forth herein and any rules and regulations established
                by
                the Committee pursuant to the Plan.

               

              The
                right of the Optionee to exercise any Stock Appreciation Right shall
                be
                cancelled if and to the extent that the Option is exercised. The
                right of
                the Optionee to exercise the Option shall be cancelled if and to
                the
                extent that shares covered by the Option are used to calculate shares
                or
                cash received upon exercise of any Stock Appreciation Right.

               

              "Fair
                market value" shall mean the average of the highest price and the
                lowest
                price at which Stock shall have been sold regular way on the New
                York
                Stock Exchange on the date as of which such computation is to be
                made or,
                if no such sales shall have been made on such day, on the next preceding
                day on which there were such sales of Stock on such Exchange.

               

              If
                any fractional share of Stock would otherwise be deliverable to the
                Optionee upon exercise of any Stock Appreciation Right, the Optionee
                shall
                be paid a cash amount equal to the same fraction of the fair market
                value
                of the Stock on the date of exercise.

               

              Any
                Stock Appreciation Right shall become and remain exercisable by the
                Optionee only to the extent that the Option becomes and remains
                exercisable.

               

            
	
              3.

            	
              Except
                as provided in the two paragraphs next following, if, prior to the
                date
                one year from the date of the Agreement, the Optionee's employment
                with
                the Company shall be terminated by the Company, with or without cause,
                or
                by the act, death, incapacity or retirement of the Optionee, the
                Optionee's right to exercise the Option and any Stock Appreciation
                Right
                shall terminate on the date of such termination of employment and
                all
                rights hereunder and under the Agreement shall cease.

               

              Notwithstanding
                the provisions of the next preceding paragraph, if the Optionee's
                employment with the Company shall be terminated by reason of retirement,
                release because of disability or death, and the Optionee had remained
                in
                the employ of the Company for at least six months following the date
                of
                the Agreement, and subject to the provisions of Article 3 hereof,
                all the
                Optionee's rights hereunder and under the Agreement shall continue
                in
                effect or continue to accrue until the date ten years after the date
                of
                the Agreement, subject, in the event of the Optionee's death during
                such
                ten year period, to the provisions of the sixth paragraph of this
                Article
                and subject to any other limitation contained herein or in the Agreement
                on the exercise of the Option or any Stock Appreciation Right in
                effect at
                the date of exercise.

               

              Notwithstanding
                anything to the contrary set forth herein or in the Agreement, if
                the
                Optionee's employment with the Company shall be terminated at any
                time by
                reason of a sale or other disposition (including, without limitation,
                a
                transfer to a "Joint Venture" (as hereinafter defined)) of the division,
                operation or subsidiary in which the Optionee was employed or to
                which the
                Optionee was assigned, all the Optionee's rights under the Option
                and any
                Stock Appreciation Right shall become immediately exerciseable and
                continue in effect until the date five years after the date of such
                termination (but not later than the date ten years from the date
                of grant
                of the Option), provided the Optionee shall satisfy both of the following
                conditions:

              (a)
                the Optionee, at the date of such termination, had remained in the
                employ
                of the Company for at least three months following the grant of the
                Option
                and any Stock Appreciation Right, and

              (b)
                the Optionee continues to be or becomes employed in such division,
                operation or subsidiary following such sale or other disposition
                and
                remains in such employ until the date of exercise of the Option or
                any
                Stock Appreciation Right (unless the Committee, or any committee
                appointed
                by it for the purpose, shall waive this condition (b)).

              Upon
                termination of the Optionee's employment with such (former) division,
                operation or subsidiary following such sale or other disposition,
                any then
                existing right of the Optionee to exercise the Option or any Stock
                Appreciation Right shall be subject to the following limitations:
                (i) if
                the Optionee's employment is terminated by reason of disability,
                death or
                retirement with the approval of his or her employer, the Optionee's
                rights
                shall continue as provided in the preceding sentence with the same
                effect
                as if his or her employment had not terminated; (ii) if the Optionee's
                employment is terminated by reason of discharge or voluntary quit,
                the
                Optionee's rights shall terminate on the date of such termination
                of
                employment and all rights under the Option and any Stock Appreciation
                Right shall cease; and (iii) if the Optionee's employment is terminated
                for any reason other than a reason set forth in the preceding clauses
                (i)
                and (ii), the Optionee shall have the right, within three months
                after
                such termination, to exercise the Option to the extent that it or
                any
                installment thereof shall have accrued at the date of such termination
                and
                shall not have been exercised, subject in the case of any such termination
                to the provisions of Article 4 hereof and any other limitation on
                the
                exercise of the Option or any Stock Appreciation Right in effect
                at the
                date of exercise. For purposes of this paragraph, the term "Joint
                Venture"
                shall mean any joint venture corporation or partnership, or comparable
                entity, in which the Company has a substantial equity
                interest.

               

              If,
                on or after the date one year from the date of the Agreement, the
                Optionee's employment with the Company shall be terminated for any
                reason
                except retirement, release because of disability, death, release
                because
                of a sale or other disposition of the division, operation or subsidiary
                in
                which the Optionee was employed or to which the Optionee was assigned,
                discharge, release in the best interest of the Company or voluntary
                quit,
                the Optionee shall have the right, within three months after such
                termination, to exercise the Option or any Stock Appreciation Right
                to the
                extent that it or any installment thereof shall have accrued at the
                date
                of such termination of employment and shall not have been exercised,
                subject to the provisions of Article 4 hereof
                and any other limitation contained herein or in the Agreement on
                the
                exercise of the Option or any Stock Appreciation Right in effect
                at the
                date of exercise.

               

              If
                the Optionee's employment with the Company shall be terminated at
                any time
                by reason of discharge, release in the best interest of the Company
                or
                voluntary quit, the Optionee's right to exercise the Option or any
                Stock
                Appreciation Right shall terminate on the date of such termination
                of
                employment and all rights hereunder and under the Agreement shall
                cease.

               

              If
                the Optionee shall die within the applicable period specified in
                the
                second, third or fourth paragraph of this Article, the beneficiary
                designated pursuant to Article 7 hereof or, if no such designation
                is in
                effect, the executor or administrator of the estate of the decedent
                or the
                person or persons to whom the Option or any Stock Appreciation Right
                shall
                have been validly transferred by the executor or the administrator
                pursuant to will or the laws of descent and distribution shall have
                the
                right, within the same period of time as the period during which
                the
                Optionee would have been entitled to exercise the Option or any Stock
                Appreciation Right if the Optionee had not died, to exercise the
                Option or
                any Stock Appreciation Right (except that, if the fourth paragraph
                of this
                Article shall apply to the Optionee, the Option may be exercised
                only to
                the extent that it or any installment thereof shall have accrued
                at the
                date of death and shall not have been exercised, and except that
                the
                period of time within which the Option shall be exercisable following
                the
                date of the Optionee's death shall not be less than one year (unless
                the
                Option by its terms expires earlier)), subject to the provision that
                neither the Option nor any Stock Appreciation Right shall be exercised
                under any circumstances beyond ten years from the date of the Agreement
                and to any other limitation on the exercise of the Option or any
                Stock
                Appreciation Right in effect at the date of exercise.

               

              Notwithstanding
                anything to the contrary set forth in the Agreement or in these terms
                and
                conditions, neither the Option nor any Stock Appreciation Right shall
                be
                exercised on or after the date ten years from the date of the
                Agreement.

               

            
	
              4.

            	
              Anything
                contained herein or in the Agreement to the contrary notwithstanding,
                the
                right of the Optionee to exercise the Option or any Stock Appreciation
                Right following termination of the Optionee's employment with the
                Company
                shall remain effective only if, during the entire period from the
                date of
                the Optionee's termination to the date of such exercise, the Optionee
                shall have earned out such right by (i) making himself or herself
                available, upon request, at reasonable times and upon a reasonable
                basis,
                to consult with, supply information to and otherwise cooperate with
                the
                Company or any subsidiary thereof with respect to any matter that
                shall
                have been handled by him or her or under his or her supervision while
                he
                or she was in the employ of the Company or of any subsidiary thereof,
                and
                (ii) refraining from engaging in any activity that is directly or
                indirectly in competition with any activity of the Company or any
                subsidiary thereof.

               

              In
                the event of the Optionee's nonfulfillment of the condition set forth
                in
                the immediately preceding paragraph, the Optionee's right to exercise
                the
                Option or any Stock Appreciation Right shall cease; provided, however,
                that the nonfulfillment of such condition may at any time (whether
                before,
                at the time of or subsequent to termination of his or her employment)
                be
                waived in the following manner:

               

              (1)
                if the Optionee at any time shall have been subject to the reporting
                requirements of Section 16(a) of the Securities Exchange Act of 1934,
                as
                amended (the "Exchange Act") or the liability provisions of Section
                16(b)
                of the Exchange Act (any such Optionee being hereinafter called a
                "Section
                16 Person"), such waiver may be granted by the Committee upon its
                determination that in its sole judgment there shall not have been
                and will
                not be any substantial adverse effect upon the Company or any subsidiary
                thereof by reason of the nonfulfillment of such condition;
                and

               

              (2)
                if the Optionee shall not at any time have been a Section 16 Person,
                such
                waiver may be granted by the Committee (or any committee appointed
                by it
                for the purpose) upon its determination that in its sole judgment
                there
                shall not have been and will not be any such substantial adverse
                effect.

               

              Anything
                contained herein or in the Agreement to the contrary notwithstanding,
                the
                right of the Optionee to exercise the Option or any Stock Appreciation
                Right following termination of the Optionee's employment with the
                Company
                shall cease on and as of the date on which it has been determined
                by the
                Committee that the Optionee at any time (whether before or subsequent
                to
                termination of the Optionee's employment) acted in a manner inimical
                to
                the best interests of the Company. Conduct which constitutes engaging
                in
                an activity that is directly or indirectly in competition with any
                activity of the Company or
                any subsidiary thereof shall be governed by the four immediately
                preceding
                paragraphs of this Article and shall not be subject to any determination
                under this paragraph.

               

            
	
              5.

            	
              Payment
                for any shares of Stock purchased upon exercise of the Option shall
                be
                made in full at the time of exercise. Such payment may be made in
                cash, by
                wire, by delivery of shares of Stock beneficially owned by the Optionee
                or
                by a combination of cash and Stock, at the election of the Optionee;
                provided, however, that any shares of Stock so delivered shall have
                been
                beneficially owned by the Optionee for a period of not less than
                six
                months prior to the date of such exercise. Any shares of Stock so
                delivered shall be valued at their fair market value on the date
                of such
                exercise.

               

              The
                Optionee, from time to time during the period when the Option and
                any
                Stock Appreciation Right may by its terms be exercised, (a) may exercise
                the Option in whole or in part by delivering to the Company or its
                designee: (i) a written notice signed by the Optionee stating the
                number
                of shares that the Optionee has elected to purchase at that time
                from the
                Company, and (ii) a check or wire transfer in an amount, or (in accordance
                with the two preceding paragraphs) shares of Stock having a value,
                equal
                to the purchase price of the shares then to be purchased, or a combination
                of shares of Stock and cash, or (b) may exercise any Stock Appreciation
                Right in whole or in part by delivering to the Company a written
                notice
                signed by the Optionee stating (i) the number of shares covered by
                the
                Option he or she has elected to use to compute the number of shares,
                and/or (ii) the number of shares covered by the Option he or she
                has
                elected to use to compute the amount of cash, to be received from
                the
                Company pursuant to exercise of any Stock Appreciation Right. The
                Committee, if it shall deem it necessary or desirable for any reason
                connected with any law or regulation of any governmental authority
                relating to the regulation of securities, may require the Optionee
                to
                execute and file with it such evidence as it may deem necessary that
                the
                Optionee is acquiring any shares of Stock for investment and not
                with a
                view to their distribution and, by way of the adoption of rules and
                regulations or otherwise, impose conditions as to the time and manner
                of
                exercise of any Stock Appreciation Right by any person or class or
                persons.

               

              As
                soon as practicable after receipt by the Company or its designee
                of such
                notice, check or wire transfer and/or shares of Stock (if the Option
                is
                exercised in whole or in part) and such evidence of intent to acquire
                for
                investment as may be required by the Committee, the Company shall
                issue
                the appropriate number of shares in the name of the Optionee and
                deliver
                the certificate therefor to the Optionee. The number of shares shall
                be
                adjusted appropriately, or other appropriate arrangements shall be
                made,
                for any taxes required to be withheld by federal, state or local
                law.

               

            
	
              6.

            	
              As
                a condition of the granting of the Option, the Optionee and the Optionee's
                successors and assigns agree that any dispute or disagreement which
                shall
                arise under or as a result of the Agreement or these terms and conditions
                shall be determined by the Committee in its sole discretion and judgment
                and that any such determination and any interpretation by the Committee
                of
                the Agreement or of these terms and conditions shall be final and
                shall be
                binding and conclusive for all purposes.

            
	
              7.

            	
              Unless
                the Committee determines otherwise neither the Option nor any Stock
                Appreciation Right is transferable by the Optionee otherwise than
                by will
                or the laws of descent and distribution, and, during the Optionee's
                lifetime, is exercisable only by the Optionee or the Optionee's guardian
                or legal representative. Once transferred by will or by the laws
                of
                descent and distribution, neither the Option nor any Stock Appreciation
                Right shall be further transferable. Any transferee of the Option
                and any
                Stock Appreciation Right shall take the same subject to the terms
                and
                conditions set forth herein. No such transfer of the Option shall
                be
                effective to bind the Company unless the Company shall have been
                furnished
                with written notice thereof and a copy of the will and/or such other
                evidence as the Committee may deem necessary to establish the validity
                of
                the transfer and the acceptance by the transferee or transferees
                of the
                terms and conditions set forth herein. No assignment or transfer
                of the
                Option and any Stock Appreciation Right, or of the rights represented
                thereby, other than as provided in this Article, shall vest in the
                purported assignee or transferee any interest or right therein
                whatsoever.

               

              Notwithstanding
                anything to the contrary set forth herein, the Optionee may file
                with the
                Company or its designee a written designation of beneficiary or
                beneficiaries (subject to such limitations as to the classes and
                number of
                beneficiaries and contingent beneficiaries and such other limitations
                as
                the Committee from time to time may prescribe) to exercise, in the
                event
                of the Optionee's death, the Option or any Stock Appreciation Right
                subject to the terms and conditions set forth herein and to receipt
                by the
                Company of such evidence as the Committee may deem necessary to establish
                the acceptance by the beneficiary or beneficiaries of the terms and
                conditions set forth herein. The Optionee shall be deemed to have
                designated as beneficiary or beneficiaries the person or persons
                who
                receive the Optionee's life insurance proceeds under the basic Company
                Life Insurance Plan unless the Optionee shall have assigned such
                life
                insurance or shall have filed with the Company a written designation
                of a
                different beneficiary or beneficiaries. The Optionee may from time
                to time
                revoke or change any such designation of beneficiary and any designation
                of beneficiary by the Optionee shall be controlling over any other
                disposition, testamentary or otherwise; provided, however, that if
                the
                Committee shall be in doubt as to the entitlement of any such beneficiary
                to exercise the Option or any Stock Appreciation Right, the Committee
                may
                determine to recognize only an exercise by the legal representative
                of the
                Optionee, in which case the Company, the Committee and the members
                thereof
                shall not be under any further liability to anyone.

               

            
	
              8.

            	
              The
                Optionee, a beneficiary designated pursuant to Article 7 hereof or
                a
                transferee of the Option or any Stock Appreciation Right shall have
                no
                rights as a stockholder with respect to any share covered by the
                Option or
                any Stock Appreciation Right until such person shall have become
                the
                holder of record of such share, and, except as provided in Article
                10
                hereof, no adjustment shall be made for dividends (ordinary or
                extraordinary, whether in cash or securities or other property) or
                distributions or other rights in respect of such share for which
                the
                record date is prior to the date upon which such person shall become
                the
                holder of record thereof.

            
	
              9.

            	
              The
                existence of the Option or any Stock Appreciation Right shall not
                affect
                in any way the right or power of the Company or its stockholders
                to make
                or authorize any adjustments, recapitalizations, reorganizations
                or other
                changes in the Company's capital structure or its business, or any
                merger
                or consolidation of the Company, or any issue of bonds, debentures,
                preferred or prior preference stocks ahead of or affecting the Stock
                or
                the rights thereof, or the dissolution or liquidation of the Company,
                or
                any sale or transfer of all or any part of its assets or business,
                or any
                other corporate act or proceedings whether of a similar character
                or
                otherwise.

            
	
              10.

            	
              The
                shares covered by the Option and any Stock Appreciation Right are
                shares
                of Stock as presently constituted, but if, and whenever, prior to
                the
                delivery by the Company of all of the shares of Stock deliverable
                upon
                exercise of the Option or any Stock Appreciation Right, the Company
                shall
                effect the payment of a stock dividend on Stock payable in shares
                of
                Stock, a subdivision or combination of the shares of Stock, or a
                reclassification of Stock, the number and price of shares remaining
                under
                the Option or any Stock Appreciation Right shall be appropriately
                adjusted. Such adjustment shall be made by the Committee, whose
                determination as to what adjustment shall be made, and the extent
                thereof,
                shall be final and shall be binding and conclusive for all purposes.
                Any
                such adjustment may provide for the elimination of any fractional
                share
                which might otherwise become subject to the Option.

            
	
              11.

            	
              Except
                as hereinbefore expressly provided, (a) the issue by the Company
                of shares
                of Stock of any class, or securities convertible into shares of Stock
                of
                any class, for cash or property or for labor or services, either
                upon
                direct sale or upon the exercise of rights or warrants to subscribe
                therefor, or upon conversion of shares or obligations of the Company
                convertible into such shares or other securities, or (b) the payment
                of a
                stock dividend on any other class of the Company's stock, or (c)
                any
                subdivision or combination of the shares of any other class of the
                Company's stock, or (d) any reclassification of any other class of
                the
                Company's stock, shall not affect, and no adjustment by reason thereof
                shall be made with respect to, the number or price of shares of Stock
                subject to the Option or any Stock Appreciation Right.

            
	
              12.

            	
              After
                any merger of one or more corporations into the Company, or after
                any
                consolidation of the Company and one or more corporations in which
                the
                Company shall be the surviving corporation, the Optionee shall, at
                no
                additional cost, be entitled upon any exercise of the Option or any
                Stock
                Appreciation Right to receive (subject to any required action by
                stockholders), in lieu of the number of shares as to which the Option
                or
                any Stock Appreciation Right shall then be so exercised, the number
                and
                class of shares of stock or other securities to which the Optionee
                would
                have been entitled pursuant to the terms of the agreement of merger
                or
                consolidation if at the time of such merger or consolidation the
                Optionee
                had been a holder of record of a number of shares of Stock equal
                to the
                number of shares as to which such Option or any Stock Appreciation
                Right
                shall then be so exercised. Comparable rights shall accrue to the
                Optionee
                in the event of successive mergers or consolidations of the character
                described above or in the event of any exercise of any Stock Appreciation
                Right for cash following any such merger or consolidation. Anything
                contained herein or in the Agreement to the contrary notwithstanding,
                upon
                the dissolution or liquidation of the Company, or upon any merger
                or
                consolidation in which the Company is not the surviving corporation,
                the
                Option and any Stock Appreciation Right shall terminate; but if a
                period
                of one year from the date of the Agreement shall have expired, the
                Optionee shall have the right, immediately prior to such dissolution,
                liquidation, merger or consolidation, to exercise the Option or any
                Stock
                Appreciation Right in whole or in part to the extent it shall not
                have
                been exercised, without regard to the installment provisions of Article
                1
                hereof but subject to any other limitation contained herein or in
                the
                Agreement on the exercise of the Option and any Stock Appreciation
                Right
                in effect on the date of exercise. In the event of any other event
                affecting Stock, an appropriate adjustment shall be made in the number
                and
                price of shares remaining under, and other terms and provisions of,
                the
                Option and any Stock Appreciation Right. The foregoing adjustments
                and the
                manner of application of the foregoing provisions shall be determined
                by
                the Committee in its sole discretion, and such determination shall
                be
                final and d shall be binding and conclusive for all purposes. Any
                such
                adjustment may provide for the elimination of any fractional share
                which
                might otherwise become subject to the Option.

            
	
              13.

            	
              Optionee
                acknowledges and agrees that, in order for the Company to perform
                its
                requirements under the Plan, the Company may process, for an indefinite
                period of time, personal data about Optionee. Such data includes,
                but is
                not limited to, the information provided in the Option grant materials
                and
                any changes thereto, and other appropriate personal data about Optionee,
                including information about Optionee's participation in the Plan
                and
                options exercised under the Plan from time to time. Optionee also
                hereby
                gives for an indefinite period of time Optionee's explicit consent
                to the
                Company to collect, use, store and transfer any such personal data
                for use
                in the United States of America or any other required location. The
                legal
                persons for whom the personal data is intended include Ford and any
                of its
                subsidiaries, the outside plan administrator as selected by the Company
                from time to time and an other person that the Company may deem
                appropriate in its administration of the Plan. Optionee has been
                informed
                of Optionee's right to access and correct Optionee's personal data
                by
                contacting Optionee's local Human Resources Representative. Optionee
                has
                been informed of Optionee's right to withdraw at any time Optionee's
                consent to the processing of personal data. Optionee has been informed
                that the provision of personal data is voluntary. Optionee understands
                that the transfer of the information outlined here is important to
                the
                administration of the Plan. Optionee's consent is given freely and
                is
                valid as long as it is needed for administration of the Plan or to
                comply
                with applicable legal requirements. Optionee's failure to consent
                to the
                Company's collection, use, storage and transfer of such personal
                data may
                limit Optionee's right to participate in the Plan. For purposes of
                this
                paragraph, the term "Company" shall be deemed to include Ford Motor
                Company, Optionee's employer, and any other affiliate of Ford Motor
                Company involved in the administration of the Plan.
                

            
	
              14.

            	
              Optionee
                acknowledges that the Company is entitled to terminate the Plan
                unilaterally, and Optionee hereby waives any right to receive Plan
                benefits in the event that the Plan is terminated or Optionee's right
                to
                exercise the Option otherwise terminates under the terms of the Agreement.
                Optionee further acknowledges that the Company's grant of the option
                to
                Optionee is not an element of the Optionee's compensation and that
                the
                option is awarded in the Company's discretion. Optionee further
                acknowledges that receipt of the Option does not entitle Optionee
                to any
                further grants of an Option in the future, and that the Company does
                not
                guarantee that benefits under the Plan will have a particular value
                or be
                granted to Optionee in the future.

            
	
              15.

            	
              Notwithstanding
                any of the other provisions of the Agreement or these terms and
                conditions, the Optionee agrees not to exercise the Option or any
                Stock
                Appreciation Right, and that the Company will not be obligated to
                issue
                any shares pursuant to the Agreement, if the exercise of the Option
                or any
                Stock Appreciation Right or the issuance of such shares would constitute
                a
                violation by the Optionee or by the Company of any provisions of
                any law
                or regulation of any governmental authority. Any determination of
                the
                Committee in this connection shall be final and shall be binding
                and
                conclusive for all purposes. The Company shall in no event be obligated
                to
                take any affirmative action in order to cause the exercise of the
                Option
                or any Stock Appreciation Right or the issuance of shares pursuant
                thereto
                to comply with any law or any regulation of any governmental
                authority.

            
	
              16.

            	
              Every
                notice relating to the Agreement shall be in writing and shall be
                given by
                registered mail with return receipt requested. All notices to the
                Company
                shall be addressed to: 

               

              Smith
                Barney, Inc., 

              Ford
                Service Center, 

              1001
                Page Mill Road, 

              Bldg.
                4, Suite 101 

              Palo
                Alto, CA 94304, USA 

               

              Phone
                No: 877-664-FORD (3673) (U.S.); 212-615-7009 (Non U.S.)

              Fax
                No.: 650-494-2561

               

               

              All
                notices by the Company to the Optionee shall be addressed to the
                current
                address of the Optionee as shown on the records of the Company. Either
                party by notice to the other may designate a different address to
                which
                notices shall be addressed. Any notice given by the Company to the
                Optionee at his or her last designated address shall be effective
                to bind
                any other person who shall acquire rights under the
                Agreement.

               

            
	
              17.

            	
              Whenever
                the term "Optionee" is used in any provision of the Agreement or
                these
                terms and conditions under circumstances such that the provision
                should
                logically apply to any other person or persons designated as a beneficiary
                pursuant to the provisions of Article 7 hereof, or to whom the Option
                and
                any Stock Appreciation Right, in accordance with the provisions of
                Article
                7 hereof, may be transferred, the term "Optionee" shall be deemed
                to
                include such person or persons.

            
	
              18.

            	
              The
                Agreement has been made in and it and these terms and conditions
                shall be
                construed in accordance with the laws of the State of
                Michigan.