IN PART, TO THE COMPANY, DTC, THEIR SUCCESSORS AND THEIR RESPECTIVE NOMINEES.]**
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NONE OF THIS
SECURITY, ANY SHARES OF COMMON STOCK DELIVERED UPON EXERCISE OF THIS SECURITY OR
ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION.
BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER
AGREES FOR THE BENEFIT OF FORD MOTOR COMPANY (THE "ISSUER") THAT IT WILL NOT
OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL
INTEREST HEREIN, EXCEPT (A) IN COMPLIANCE WITH APPLICABLE TRANSFER RESTRICTIONS,
IF ANY, SET FORTH IN SECTION [2.02] OF THE SECURITYHOLDER AND REGISTRATION
RIGHTS AGREEMENT, DATED AS OF [·], 2009, BY AND BETWEEN FORD MOTOR COMPANY AND
FORD-UAW HOLDINGS LLC (THE "REGISTRATION RIGHTS AGREEMENT") AND (B):
** Bracketed language only appears on Global Warrants held in the name of DTC
(or nominee thereof).
D-1
(I)
TO THE ISSUER OR ANY SUBSIDIARY THEREOF; OR
(II)
PURSUANT TO A REGISTRATION STATEMENT COVERING THE RESALE OF THIS SECURITY THAT
HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT; OR
(III)
PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT, INCLUDING RULE 144 UNDER THE SECURITIES ACT; OR
(IV)
TO THE NEW VEBA PURSUANT TO THE AMENDED SETTLEMENT AGREEMENT (AS SUCH TERMS ARE
DEFINED IN THE WARRANT AGREEMENT DATED AS OF [·], 2009, BY AND BETWEEN THE
ISSUER AND COMPUTERSHARE TRUST COMPANY, N.A., AS WARRANT AGENT).
PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH CLAUSE (B)(III)
ABOVE, THE ISSUER AND THE WARRANT AGENT RESERVE THE RIGHT TO REQUIRE THE
DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS EITHER OF
THEM MAY DEEM REASONABLY NECESSARY IN ORDER TO DETERMINE THAT THE PROPOSED
TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE
STATE SECURITIES LAWS. NO REPRESENTATION IS MADE HEREBY OR OTHERWISE BY THE
ISSUER AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT.
THE SALE, TRANSFER, ASSIGNMENT, HEDGE, PLEDGE, ENCUMBRANCE, HYPOTHECATION OR
DISPOSAL OF THESE SECURITIES AND THE SHARES OF COMMON STOCK ISSUABLE UPON
EXERCISE HEREOF IS SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS OF THE
REGISTRATION RIGHTS AGREEMENT.
COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON
WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY.
D-2
FORD MOTOR COMPANY
[Designation of Warrants]
NUMBER OF WARRANTS: Initially, [_____] Warrants, subject to adjustment as
described in the Warrant Agreement dated as of [·], 2009 between Ford Motor
Company and Computershare Trust Company, N.A., as Warrant Agent (the "Warrant
Agreement"), each of which is exercisable for one share of Common Stock.
EXERCISE PRICE: Initially, $[_____] per Warrant, subject to adjustment as
described in the Warrant Agreement.
FORM OF PAYMENT OF EXERCISE PRICE: Cash (if Full Physical Settlement is