Exhibit 10-G-3 Description of Director Compensation.**


    Exhibit
      10-G-3

    


    Description
      of Director Compensation

    


    Fees.*
      The
      following fees are paid to directors who are not Ford employees:

     

    
      	
              Annual
                Board membership fee

            	
              $200,000

            
	
              Annual
                Committee chair fee

            	
              $5,000

            
	
              Annual
                Presiding Director fee

            	
              $10,000

            


    

    


    Deferred
      Compensation Plan.
      Under
      this plan, $120,000 of a director's annual Board membership fee must be deferred
      in common stock units. Directors also can choose to have the payment of all
      or
      some of the remainder of their fees deferred in the form of cash and/or common
      stock units. Each common stock unit is equal in value to a share of common
      stock
      and is ultimately paid in cash. These common stock units generate Dividend
      Equivalents in the form of additional common stock units. These units are
      credited to the directors' accounts on the date common stock cash dividends
      are
      paid. Any fees deferred in cash are held in the general funds of the Company.
      Interest on fees deferred in cash is credited semi-annually to the directors'
      accounts at the then-current U.S. Treasury Bill rate plus 0.75%. In general,
      deferred amounts are not paid until after the director retires from the Board.
      The amounts are then paid, at the director's option, either in a lump sum or
      in
      annual installments over a period of up to ten years.

    


    Restricted
      Stock Plan.
      Effective July 1, 2004, Ford amended the Restricted Stock Plan for Non-Employee
      Directors providing for its termination, except with respect to outstanding
      grants of restricted stock and stock equivalents. Each non-employee director
      who
      had served for six months received 3,496 shares of common stock subject to
      restrictions on sale. In general, the restrictions expire for 20% of the shares
      each year following the year of the grant. No new grants of restricted stock
      will be made under the plan.

    


    Life
      Insurance.
      Ford
      provides non-employee directors with $200,000 of life insurance and $500,000
      of
      accidental death or dismemberment coverage. The life insurance coverage
      continues after the director retires from the Board if the director is at least
      55 years old and has served for at least five years. A director who retires
      from
      the Board after age 70 or, after age 55 with Board approval, and who has served
      for at least five years, may elect to have the life insurance reduced to
      $100,000 and receive $15,000 a year for life. The accidental death or
      dismemberment coverage may, at the director's expense, be supplemented up to
      an
      additional $500,000 and ends when the director retires from the
      Board.

    


    Matching
      Gift Program and Vehicle Evaluation Program.
      Effective November 1, 2005, the matching gift program was discontinued. Under
      that program, non-employee directors could give up to $25,000 per year to
      certain tax-exempt organizations under the Ford Fund Matching Gift Program.
      For
      each dollar given, the Ford Motor Company Fund contributed two dollars. The
      Company also provides directors with the use of company vehicles at an estimated
      average value for 2005 of approximately $28,000 per director. The directors
      are
      expected to provide evaluations of the vehicles to the Company.

    


    


    


    


    


    *
      On
      March 8, 2005, Homer A. Neal, a member of the Board of Directors, joined the
      board of managers of Ford Global Technologies, LLC, a wholly-owned subsidiary
      that manages the Company’s intellectual property. As a non-employee member of
      such board, Dr. Neal receives the customary fees paid to non-employee members.
      Currently, the fees are: Annual Fee: $10,000, Attendance Fee: $1,000 per
      meeting. Dr. Neal attended two meetings of the board of managers of Ford Global
      Technologies during 2005.