Unassociated Document


    
      

    

    Exhibit
10-I

    


    Ford
Motor Company

    Directors
Life Insurance

    and
Optional Retirement Plan

    (As
Amended as of December 31, 2008)

    


    Section
1.  Introduction.  This Plan has been established for
the purpose of providing Eligible Directors, and Eligible Retired Directors, as
herein defined, with life insurance and optional retirement benefits under
certain circumstances.  The Plan is an expression of the Company's
present policy with respect to those Company directors and retired directors who
meet the eligibility requirements set forth below; it is not a part of any
contract of employment and no director or other person shall have any legal or
other right to any benefit under the Plan.  The Company reserves the
right to terminate, amend or modify the Plan, in whole or in part, at any time
without notice.

    


    Section
2.  Definitions.  As used in this Plan:

    


    (a)  "Board" shall mean the Board
of Directors of the Company.

    


    (b)  "Code" shall mean the Internal
Revenue Code of 1986, as amended from time to time.

    


    (c)  "Company" shall mean Ford
Motor Company.

    


    (d)  "Director Service" shall mean
years of service as a member of the Board, not exceeding one year in any
calendar year.

    


    (e)  "Effective Date" means
November 1, 1985.

    


    (f)  "Eligible Director" shall mean
a member of the Board on or after the Effective Date who is not a Company
employee and has not retired from Company employment on or after December 1,
1977.

    


    (g)  "Eligible Retired Director"
shall mean an Eligible Director who shall have retired or resigned from the
Board prior to December 31, 2008 after completing at least five years of
Director Service and attaining age 55.

    


    Section
3.  Benefits.

    


    (a)  Life
Insurance.  Each Eligible Director shall be entitled to life
insurance in the amount of $200,000 while a member of the Board.

    


    (b)  Optional Death and Retirement
Benefits.  An Eligible Retired Director who was receiving
optional death and retirement benefits as described in Section 3(b)(1) below
prior to December 31, 2008 shall continue to receive such benefits on and after
December 31, 2008.

    


    (1)  Benefit.  The
optional death and retirement benefit payable with respect to an Eligible
Retired Director shall be as follows:

    


    (i)  life
insurance in the amount of $100,000, plus

    


    (ii) a
monthly benefit, payable to such Eligible Retired Director during such Eligible
Retired Director's lifetime, in the amount of $1,250 per month.

    


    Section
4.  Payments.  The life insurance described in
Section 3(a) or 3(b)(1)(i) shall be provided by the purchase from an insurance
carrier of an insurance contract upon terms and conditions approved by the
Executive Vice President and Chief Financial Officer or the designee of such
officer.  The retirement benefits provided in Section 3(b)(1)(ii)
shall be payable out of the Company's general funds and shall cease at the end
of the month in which such Eligible Retired Director dies.

    


    Section 5.  Designation of
Beneficiary.  The death benefits payable under the life
insurance described in Section 3(a) or 3(b)(1)(i) shall be paid to the Eligible
Director's or Eligible Retired Director's designated beneficiary, as applicable,
or if there is no such beneficiary shall be paid in accordance with the
provisions of the life insurance contract.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Section 6.  Administration
and Interpretation.

    


    (a)  The
Group Vice President –Human Resources and Corporate Services and the Executive
Vice President and Chief Financial Officer (or, in the event of a change in
title, such officers' functional equivalents) shall have full power and
authority on behalf of the Company to administer and interpret the
Plan.  All decisions with respect to the administration and
interpretation of the Plan shall be final and shall be binding upon all
persons.

    


    (b)  The
plan year of the Plan shall be the calendar year.

    


    (c)  In
the event that a section, subsection or paragraph of the Code or the Plan is
renumbered, such renumbered section, subsection, or paragraph shall apply to
applicable references herein,

    


    Section 7.  Amendments and
Termination.  The Board shall have the right at any time to
amend, modify, discontinue or terminate this Plan in whole or in part; provided,
however, that no such action shall deprive the beneficiary or estate of life
insurance proceeds with respect to an Eligible Director or Eligible Retired
Director who shall have died prior to the date of such action by the Board;
provided, further, however, that no distribution of benefits shall occur upon
termination of this Plan unless applicable requirements of Code Section 409A
have been met.

    


    Section 8.  Code Section
409A.

    


    (a)  The
Company reserves the right to take such action, on a uniform and consistent
basis, as the Company deems necessary or desirable to ensure compliance with
Code Section 409A, and applicable additional regulatory guidance thereunder, or
to achieve the goals of the Plan without having adverse tax consequences under
this Plan for any Eligible Director, Eligible Retired Director, or
beneficiary.

    


    (b)  In
no event shall any transfer of obligations to or from this Plan result in an
impermissible acceleration or deferral of Plan benefits under Code Section 409A.
In the event such a transfer would cause an impermissible acceleration or
deferral under Code Section 409A, such transfer shall not occur.

    


    (c)  In
the event a former Eligible Director or Eligible Retired Director is reelected
to the Board, distribution of any benefit under this Plan shall not cease upon
such director's reelection to the Board.

    


    (d)  After
receipt of Plan benefits, the obligations of the Company with respect to such
benefits shall be satisfied and no Eligible Director, Eligible Retired Director,
or beneficiary shall have any further claims against the Plan or the Company
with respect to Plan benefits.

    


    (e)  For
the avoidance of doubt, and notwithstanding any provisions of the Plan to the
contrary, in the event a Specified Employee becomes entitled to a benefit under
this Plan, payment of any such benefit shall not commence (or be paid) earlier
than the first day of the seventh month following such Specified Employee's
termination from employment with the Company (other than as a result of
death).  Any payments to which a Specified Employee otherwise would
have been entitled under the Plan during the first 6 months following such
Specified Employee's termination of employment shall be accumulated and paid in
a lump sum payment on or after the first day of the seventh month following such
termination of employment.  Any payment delayed under this Section
shall not bear interest.

    


    For
purposes of this Section 8(e), "Specified Employee" shall mean an Eligible
Director or Eligible Retired Director who is a "Key Employee" as defined in Code
Section 416(i) (1)(A)(i), (ii) or (iii), applied in accordance with the
regulations thereunder and disregarding Subsection 416(i)(5).  A
Specified Employee shall be identified as of December 31st of each
calendar year and such identification shall apply to any Specified Employee who
shall terminate employment with the Company, other than as a result of such
Specified Employee's death, in the 12-month period commencing April 1st of the
immediately succeeding calendar year.  This provision is effective for
Specified Employees who resign or terminate employment on or after January 1,
2005.  For purposes of determining Specified Employees, the definition
of compensation under Treasury Regulation Section 1.415(c)-2(d)(3) shall be
used, applied without the use of any of the special timing rules provided in
Treasury Regulation Section 1.415(c)-2(e) or the special rule in Treasury
Regulation Section 1.415(c)-2(g)(5)(i), but applied with the use of the special
rule in Treasury Regulation Section 1.415(c)-2(g)(5)(ii).  An Eligible
Director or Eligible Retired Director who is determined to be a Specified
Employee in accordance with this Section 8(e), shall be a Specified Employee
regardless of whether such director meets the definition of "Specified Employee"
on the date the director terminates employment with the Company.