exv10wz



 




Exhibit 10-Z



[FORD LOGO]




	 	 	 
	
    
    Inter Office

    	 	
    Joe W. Laymon

    Group Vice President

    Corporate Human Resources
 and Labor Affairs

    

       December 9, 2004
    





To: Nicholas V. Scheele




Subject: Retirement




This letter is to confirm certain arrangements,
pending approval of the Compensation Committee, related to your
proposed retirement effective February 1, 2005.




			
	 	• 	
    You will retire under the terms of the Select
    Retirement Program, pending your signature on the appropriate
    separation waiver agreement.
    
	 
	 	• 	
    During the period from February 1, 2005 to
    January 31, 2006, you will serve as a consultant to the
    Company on special assignment to the Chairman and CEO, subject
    to the terms and conditions of a consulting Agreement to be
    signed by you and the Company, unless the Agreement is
    terminated earlier.
    
	 
	 	• 	
    Consistent with the terms of that Program, and
    the other non-qualified retirement programs for which you are
    eligible, you agree not to enter into any arrangement that would
    be competitive with Ford Motor Company, including subsidiaries.
    You also agree to maintain confidentiality on all matters
    related to the Company, to refrain from litigation against the
    Company, and to refrain from inimical conduct toward the
    Company, including refraining from any disparaging remarks about
    the Company or its employees, or any aspect of its business.
    
	 
	 	• 	
    It will be requested of the Compensation
    Committee of the Board of Directors that all restrictions on
    your outstanding restricted stock awards and restricted stock
    equivalents lapse as of February 1, 2005.
    
	 
	 	• 	
    You will be provided tax preparation support for
    the 2004 tax year.
    
	 
	 	• 	
    You agree to assist in litigation on the
    Company’s behalf, as requested by the Company, even if
    requested after the effective date of your retirement.
    
	 
	 	• 	
    Additionally, you agree to assist in the transfer
    of operations to Jim Padilla by January 28, 2005, and in
    transferring your responsibilities as a member of the Board of
    Directors and the board of directors of any subsidiaries or
    affiliates and any charitable boards on which you participate on
    the Company’s behalf, to other representatives on those
    Boards to be identified by the Company. You will resign from the
    Board of Directors of the Company, effective February 1,
    2005.
    
	 
	 	• 	
    You would be provided two E-vehicles in
    retirement consistent with the Executive Evaluation Vehicle
    Policy.
    





The Corporate Executive and Personnel Office will
provide you other details regarding the standard programs and
benefits for which you are eligible. Attached is an estimate and
brief summary of the








 




benefits. Complete details related to your
retirement and benefits will be provided to you no later than
30 days prior to your retirement date.





Please indicate your acknowledgement of the
arrangements for your retirement as indicated in this letter by
signing below. Attached is a separation waiver agreement for
your signature that should be signed and returned to me.




		
	Acknowledge: 	
    /s/     Nicholas V.
    Scheele
    











		
	Date:	
    December 10, 2004