Exhibit 10-P-2 Form of Stock Option Agreement (NQO) with Terms and Conditions.**


    Exhibit
      10-P-2

    


    STOCK
      OPTION AGREEMENT UNDER

    1998
      LONG-TERM INCENTIVE PLAN

    (Nonqualified
      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 and Option 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" (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 $0.01 per share ("Stock"),
      at
      a price of $________ per share (the "Option"). The Option shall not be
      accompanied by a "Stock Appreciation Right" (as referred to in the Terms and
      Conditions).

    


    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 3 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 a nonqualified 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

    (Nonqualified
      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 4 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 granted to him or her shall become immediately
                exercisable 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 or any Stock Appreciation
                Right
                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 and 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 or any Stock Appreciation
                Right 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
                or
                any Stock Appreciation Right 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 (determined
                as
                provided in Article 2 hereof) 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 their 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 in an amount, or (in accordance with the
                preceding paragraph) 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 of persons.

               

              As
                soon as practicable after receipt by the Company or its designee
                of such
                notice, check 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 and/or deliver a check payable to the order
                of
                the Optionee for the appropriate amount of cash. 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 and any Stock Appreciation
                Right, 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, each 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 and any
                Stock
                Appreciation Right 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 and 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 and/or cash
                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 and 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
                exercise of any Stock Appreciation Right for Stock, 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
                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 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 any 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 or deliver any cash pursuant to the Agreement, if the
                exercise
                of the Option or any Stock Appreciation Right or the issuance of
                such
                shares or delivery of such cash 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 or delivery of
                cash
                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.