Exhibit 10-P-10 Form of Performance-Based Restricted Stock Equivalent Opportunity
      Letter for 2006.**


    Exhibit
      10-P-10

    


    


    Form
      of Performance-Based Restricted Stock Equivalent Opportunity Letter for
      2006

    


    World
      Headquarters, Room 538 

    One
      American Road

    Dearborn,
      MI 48126-2798

     

    March
      ___, 2006

    Dear
        
      ,

    


    As
      communicated to you last week, you have been granted the opportunity to earn
      restricted stock equivalents (RSEs) up to the number listed below, in
      addition to stock options and performance stock rights (PSRs) that were part
      of
      your March 2006
      stock-based grants.

    


    TOTAL
      STOCK-BASED AWARD SUMMARY

    
      	·  	
              Stock
                options

            


    

    
      	·  	
              Performance-based
                RSEs (2006
                performance period - assumes 100% objectives
                achieved)

            


    

    
      	·  	
              PSRs (2006-2008
                PSR performance period-assumes 100% target level
                achieved)

            


    

    


    This
      letter summarizes the terms of your RSE opportunity.

    


    The
      maximum number of RSEs that may be granted to you in March 2007,
      based
      on 2006
      performance against objectives, was calculated by converting half of the value
      of the amount of stock options that you otherwise would have received to an
      equivalent value of RSEs. For example, if you were planned a stock option grant
      of 50,000 shares, you would instead be granted stock options of 25,000 shares
      plus the opportunity to earn 8,750 RSEs calculated as follows: 

    
      	·  	
              Assume
                a Fair Market Value of $9.00 and a Black-Scholes value of $3.15 per
                share*.

            


    

    
      	·  	
              [25,000
                shares x $3.15]/$9.00 = 8,750 maximum number of RSEs that may be
                awarded
                in March
                2007.

            


    

    


    Your
      leadership and performance against your 2006
      objectives will be reviewed by the Compensation Committee of the Board of
      Directors to determine your final RSE award. Your objectives will be established
      and provided to you and will include some or all of these elements:

    
      	·  	
              Company
                Performance

            


    

    
      	·  	
              Strategic
                Direction and Operational
                Effectiveness

            


    

    
      	·  	
              Leadership

            


    

    
      	·  	
              People
                and Culture

            


    

    


    The
      final
      RSE award will be subject to a one-year restriction period, during which time
      dividend equivalents will be paid in cash. As soon as practicable after the
      restriction lapses, shares of Ford Motor Company Common Stock will be issued
      to
      you for this award, less any shares withheld to cover any tax liability on
      the
      value of the grant. 

    


    Your
      RSE
      award is made under the 1998 Long-Term Incentive Plan and is subject to its
      terms and conditions. 

    If
      you
      have any questions regarding your RSE award, please contact [ ] at [ ] or [
      ] at
      [ ]. 

     

    Regards,

    


    


    [
      ],
      Executive Director

    Compensation
      & Benefits

    


    


    *
      For
      your information, the Fair Market Value of Ford Motor Company Common Stock
      on
March
      ___, 2006
      (average
      of highest and lowest trading prices on the NYSE on that date) was $_____/share.
      The
      Black-Scholes value (calculated by Hewitt & Associates) was $____/per
      share.