ex10_v.htm


    
      

    

    Exhibit
10-V

    


    

     

     

    Inter
Office

    


    
      
        
          	 
      	
                  Felicia
      J. Fields

                
	 
      	
                  Group
      Vice President

                
	 
      	
                  Human
      Resources & 

                  Corporate
      Services

                


        

      

    

     

     

    February
24, 2009

    


    
      	
              To:

            	
              William
      Clay Ford, Jr.

            


    

    


    
      	
              Subject:

            	
              Amended
      and Restated Letter of
Understanding

            


    

    


    This
letter amends and restates the Letter of Understanding dated as of November 11,
2008, relating to the accumulation of your annual compensation as approved by
the Compensation Committee of the Board of Directors at their February 27, 2008
meeting.  The Committee agreed that you would continue to forego new
compensation (including salary, bonus or other awards) until such time as the
Committee determines that the Company's global automotive sector has achieved
full-year profitability, excluding special items.  It was further
agreed that the compensation you would have received beginning in 2008 and
future years, but for the agreement to continue to forego new compensation, will
be earned and paid if the Committee determines that the Company's global
Automotive sector has achieved full-year profitability, excluding special
items.

    


    Beginning
in 2008, the following table describes your compensation elements and the
expected treatment of each element if the Committee determines the conditions
for payment have been met.  Amounts will be determined annually and
approved by the Committee.  Any future changes to the amounts, types,
and/or performance conditions associated with your compensation remain the sole
authority of the Committee and will be communicated to you at the appropriate
time.

    


    
      
        
          
            
              
                
                  
                    
                      
                        	
                                Element

                              	 
      	
                                Treatment

                              
	
                                Base
      Salary

                              	
                                o

                              	
                                Will
      be paid in a single lump sum payment retroactively to January 1, 2008 if
      the Committee determines the conditions for payment have been
      met

                              
	 
      	
                                o

                              	
                                Thereafter,
      would be paid monthly according to usual business/payroll
      practices

                              
	
                                AICP
      – Target Award

                              	
                                o

                              	
                                Actual
      award will be based on the Committee's determination of Company and
      individual performance if the Committee determines the conditions for
      payment have been met

                              
	
                                Stock
      Option Grant

                              	
                                o

                              	
                                The
      grant will be made if the Committee determines the conditions for payment
      have been met

                              
	 
      	
                                o

                              	
                                Exercise
      price of the grant will be determined as the Fair Market Value (FMV) on
      the date of the grant as determined by the Committee

                              
	 
      	
                                o

                              	
                                The
      grant will be subject to the normal 3 year vesting schedule and will have
      a 10 year term commencing on the grant date

                              
	 
      	
                                o

                              	
                                The
      grant will be subject to all other terms and conditions as specified by
      the Long-Term Incentive
Plan

                              


                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        
          
            
              	
                      Performance-based
      Restricted Stock Unit Grant Opportunity

                    	
                      o

                    	
                      Final
      Award will be based on the Committee-approved performance metrics used for
      all Officer PB-RSU grants

                    
	 
      	
                      o

                    	
                      The
      final award of RSUs will be made if the Committee determines the
      conditions for payment have been met

                    
	 
      	
                      o

                    	
                      The
      final award will be subject to the normal 2 year restriction
      period

                    
	 
      	
                      o

                    	
                      The
      grant will be subject to all other terms and conditions as specified by
      the Long-Term Incentive
Plan

                    


            

          

        

      

    

    


    The
following provisions ensure compliance with Internal Revenue Code Section
409A:

    


    
      	
              ·

            	
              The
      Committee will determine, in accordance with its standard practices,
      whether the payment conditions have been met for any particular calendar
      year as soon as feasible in the following calendar year.  If the
      Committee determines that the payment conditions have been met for a
      particular calendar year, final payment, award and/or grant under this
      Letter of Understanding will occur in the calendar year in which the
      Committee makes such determination.

            


    

    


    
      	
              ·

            	
              In
      the event you incur disability or die prior to receiving any final
      payment, award, or grant, under this Letter of Understanding, regardless
      of whether such disability or death occurs prior to or after a
      determination by the Committee that the payment conditions have been met,
      any final payment, award and/or grant under this Letter of Understanding
      shall be made to you or your estate, as applicable, in the calendar year
      in which the Committee determines that the payment conditions have been
      met.  For these purposes, disability means that you are unable
      to engage in any substantial gainful activity as a result of any medically
      determinable physical or mental impairment that is expected to result in
      death or to last continuously for no less than twelve
    months.

            


    

    


    Please
indicate your acknowledgement of the arrangements described above by signing
below. Please have the original returned to me and let me know if any further
clarification is needed.  Thank you.

    


    


    
      
        	
                Acknowledge:   
      

              	
                      
                  /s/
      William Clay Ford, Jr.

                

              	 
      
	 
      	
                     William
      Clay Ford, Jr.

              	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                Date:

              	
                February 24, 2009