THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Ford Motor Company (F)

4/7/2006 Proxy Information

Since January 1993, Ford has had a consulting agreement with William Clay Ford. Under this agreement, Mr. Ford is available for consultation, representation, and other duties. For these services, Ford pays him $100,000 per year and provides facilities (including office space), an administrative assistant, and security arrangements. This agreement will continue until either party ends it with 30 days’ notice.

Since January 1999, Ford has had a similar consulting agreement with Edsel B. Ford II, a Company director. Under this agreement, the consulting fee is $125,000 per calendar quarter, payable in restricted shares of common stock. The shares cannot be sold for one year and are subject to the conditions of the 1998 Plan. The other terms of the agreement are substantially similar to those described in the paragraph above.

On May 11, 2005, the Compensation Committee of Ford’s Board of Directors and William Clay Ford, Jr., Ford’s Chairman and Chief Executive Officer, agreed to amend Mr. Ford’s compensation arrangements such that Mr. Ford will forego any new compensation (including salary, bonus or other awards) until such time as the Committee and Mr. Ford determine that the Company’s Automotive sector has achieved sustainable profitability.

On February 27, 2006, the Compensation Committee of Ford’s Board of Directors and William Clay Ford, Jr. agreed to clarify the terms of Mr. Ford’s compensation arrangements relating to Mr. Ford’s eligibility to receive certain Restricted Stock Equivalents. In March 2005, the Compensation Committee approved an arrangement whereby one-half of the value of Mr. Ford’s usual long-term incentive grant (normally a grant of stock options) was replaced with an opportunity to earn up to a target amount of Restricted Stock Equivalents based on his performance during 2005. Since the arrangement began in March 2005, the Committee did not intend that it would be covered by the May 11, 2005 agreement described above. Mr. Ford will not take part in any similar program or receive any salary, bonus, or long-term compensation for 2006, unless allowed under the May 11, 2005 agreement. Mr. Ford has committed to donate shares representing the final award he received from this 2005 performance-based opportunity to charitable organizations of his choice when the restriction period lapses and the Restricted Stock Equivalents convert to unrestricted shares of common stock in 2007.

Carl E. Reichardt, a Company director, was elected to Ford Motor Credit Company’s board of directors and audit committee in 2003 and was also a member of the Ford Credit advisory board. In 2004, Ford Credit began compensating non-employee members of its board of directors, board committees and advisory board, including Mr. Reichardt. The annual fees for such non-employee members are as follows: board of directors: $30,000; board committees: $10,000; and advisory board: $10,000. Additionally, non-employee members receive a $1,000 attendance fee for each meeting of Ford Credit’s board of directors, board committees and advisory board. Effective March 1, 2005, Mr. Reichardt resigned from Ford Credit’s board of directors, audit committee, and advisory board. Mr. Reichardt attended one meeting of the Ford Credit audit committee in 2005 prior to his resignation. Mr. Reichardt became vested in the Company’s General Retirement Plan (“GRP”) after one year of Company service. For the period in which he could not participate in the GRP on a contributory basis, the Company provided him a defined pension benefit through a combination of qualified and non-qualified plans that duplicated the GRP benefit he would have been eligible to receive under the GRP if he had been a contributing member at all times eligible, with a minimum benefit of at least $1,250 per month. Upon retirement from his employment in 2003, Mr. Reichardt became eligible for $100,000 of Company-paid life insurance. When Mr. Reichardt retired as an employee but remained on the Board of Directors, he received the retirement arrangement and is not eligible for benefits under the Company’s Directors Life Insurance Plan.

From September 1, 1978 until September 1, 1979, James J. Padilla, Ford’s President and Chief Operating Officer, took an unpaid leave of absence from the Company to participate in the White House Fellowship Program. Mr. Padilla did not receive any pension credit under the Company’s General Retirement Plan (“GRP”) during the term of his service as a White House Fellow. In order to provide Mr. Padilla with benefits that approximately duplicate the benefits he would have received under the GRP, in September 2003 the Company approved that 0.8 years of service be credited to Mr. Padilla under the Company’s Executive Separation Allowance Plan and the Supplemental Executive Retirement Plan.

Steven G. Lyons retired as a Group Vice President of the Company on March 1, 2006. On January 18, 2006, the Company and Mr. Lyons entered into an agreement whereby the Company intends to approve him, or an entity owned by him, to become an authorized Ford dealer on or before July 1, 2008. The agreement is subject to various conditions, including meeting standard Company appointment criteria and construction of dealership facilities.

In 2002, the Company and most of its executive officers, including all of the Named Executives, entered into non-compete agreements. Under the agreements, the officers agreed not to directly or indirectly work for or associate with any business that competes with Ford for two years after their voluntary termination. In return, most officers received restricted shares of common stock in an amount approximately equal to one year’s salary. Restrictions on the restricted shares lapsed on the third anniversary of the grant date. William Clay Ford, Jr. and Allan D. Gilmour, a retired Vice Chairman, did not receive any compensation for signing the agreement. In addition, certain individuals who became executive officers after June 1, 2002 signed the agreement in consideration of their hiring or promotion and related compensation, benefits and perquisites.

On March 8, 2005, Homer A. Neal, a member of the Board of Directors, joined the board of managers of Ford Global Technologies, LLC, a wholly-owned subsidiary that manages the Company’s intellectual property. As a non-employee member of such board, Dr. Neal receives the customary fees paid to non-employee members. Currently, the fees are: Annual Fee: $10,000, Attendance Fee: $1,000 per meeting. Dr. Neal attended both meetings of the board of managers of Ford Global Technologies during 2005.

In February 2002, Ford entered into a Stadium Naming and License Agreement with The Detroit Lions, Inc., pursuant to which we acquired for $50 million, paid by us in 2002, the naming rights to a new domed stadium located in downtown Detroit at which the Lions began playing their home games during the 2002 National Football League season. We named the stadium “Ford Field.” The term of the naming rights agreement is 25 years, which commenced with the 2002 National Football League season. Benefits to Ford under the naming rights agreement include exclusive exterior entrance signage and predominant interior promotional signage. In June 2005, the naming rights agreement was amended to provide for expanded Ford exposure on and around the exterior of the stadium, including the rooftop, in exchange for approximately $6.65 million to be paid in varying installments over the next ten years, of which $1,564,933 was paid during 2005. The Company also agreed to provide to the Lions, at no cost, eight new 2005 model year Ford, Lincoln or Mercury brand vehicles manufactured by Ford in North America for use by the management and staff of Ford Field and the Lions and to replace such vehicles in each second successive year, for the remainder of the naming rights agreement. William Clay Ford is the majority owner of the Lions. In addition, William Clay Ford, Jr., is one of four minority owners and is a director and officer of the Lions.

Paul Alandt, Lynn F. Alandt’s husband, owns a Ford-franchised dealership and a Lincoln-Mercury-franchised dealership. In 2005, the dealerships paid Ford about $54.4 million for products and services in the ordinary course of business. In turn, Ford paid the dealerships about $10.7 million for services in the ordinary course of business. Also in 2005, Ford Motor Credit Company, a wholly-owned subsidiary of Ford, provided about $61.3 million of financing to the dealerships and paid $377,194 to them in the ordinary course of business. The dealerships paid Ford Credit about $61.5 million in the ordinary course of business. Additionally, in 2005 Ford Credit purchased retail installment sales contracts and Red Carpet Leases from the dealerships in amounts of about $9.7 million and $29.2 million, respectively.

In June 2004, Mr. Alandt and Volvo Cars of North America, LLC (a wholly-owned subsidiary of Ford) entered into a Volvo retailer agreement. During 2005 the dealership paid Volvo Cars about $2.9 million for products and services in the ordinary course of business. In turn, Volvo Cars paid the dealership about $1.4 million for services in the ordinary course of business. Also in 2004, Ford Credit provided about $11.3 million of financing to the dealership and paid $17,618 to it in the ordinary course of business. The dealership paid Ford Credit about $11.8 million in the ordinary course of business. Additionally, in 2005 Ford Credit purchased retail installment sales contracts and retail leases from the dealership in amounts of about $379,982 and $1.6 million, respectively.

Effective November 21, 2005, the Company’s Board of Directors elected Steven K. Hamp Vice President and Chief of Staff. The Compensation Committee of the Board of Directors approved the following compensation arrangements with respect to Mr. Hamp: (i) annual salary of $400,000; (ii) signing bonus of $400,000; and (iii) a grant of 50,000 stock options on February 15, 2006 with a Black-Scholes value of $117,500. As a salaried employee, Mr. Hamp is eligible to participate in the Company’s retirement programs. In addition, the Compensation Committee approved an arrangement to credit on a monthly basis an amount equal to 16.5% of Mr. Hamp’s monthly salary to a non-qualified deferred compensation plan during his employment. The amount to be credited for 2005 is approximately $7,500. Further, if the Company terminates Mr. Hamp’s employment for any reason other than for cause, Mr. Hamp will receive as a severance payment an amount equal to his annual base salary plus a pro rata portion of the bonus, if any, paid under the Company’s Annual Incentive Compensation Plan for the year in which his employment is terminated. Formerly, Mr. Hamp was president of The Henry Ford between June 27, 1996 and November 16, 2005, and served on the board of directors of Visteon Corporation until November 9, 2005. Mr. Hamp is the son-in-law of William Clay Ford and the brother-in-law of William Clay Ford, Jr.

The Company and The Edison Institute, a Michigan non-profit corporation, entered into a contract with an initial term commencing April 30, 2003 and terminating December 31, 2007. The initial term will be extended for successive one-year periods unless earlier notice is given by either party. Pursuant to the terms of the contract, the Company sponsors The Edison Institute to manage, market and operate public tours of Ford’s Rouge Visitor Center, including the elevated viewing walkway that connects the Rouge Visitor Center to Ford’s Rouge Assembly Plant, located in Dearborn, Michigan, in conjunction with The Edison Institute’s operations at The Henry Ford. Further, the Company agreed to reimburse The Edison Institute’s expenses to the extent they exceed the revenues received from the Visitor Center, plus pay an annual sponsorship fee in the amount of $500,000. For the period of January 1, 2005 until November 16, 2005, Ford paid The Edison Institute approximately $2.6 million pursuant to the contract. Steven K. Hamp was President of The Edison Institute from June 27, 1996 until November 16, 2005. William Clay Ford, Jr. is the Chairman of the Board of Trustees of The Edison Institute. William Clay Ford is also Chairman Emeritus of The Edison Institute and a member of its Board of Trustees. Edsel B. Ford II, a Company director, is also a member of the Board of Trustees of The Edison Institute.

In November 2001, the Company and The Edison Institute agreed to terms under which Company historical records may be donated to The Edison Institute and how such documents are to be handled (the “Donation Agreement”). Also in November 2001, the Company and The Edison Institute entered into an agreement whereby The Edison Institute agreed to, among other things, process historical documents donated to it under the Donation Agreement into an archive (the “Master Agreement”). The Master Agreement outlines the terms by which The Edison Institute’s archives staff performs research services for the Company and the terms under which the Ford archives staff has access to The Edison Institute’s records. The Company paid The Edison Institute approximately $439,000 annually for the services provided under the Master Agreement. On February 17, 2005, the Master Agreement was amended and restated to reflect the manner in which the parties agreed to operate with respect to the archive (the “Restated Master Agreement”). For the period of January 1, 2005 until November 16, 2005, the Company paid approximately $265,000 to The Edison Institute for services under the Restated Master Agreement. The fee arrangement is reviewed on an annual basis. The term of the Restated Master Agreement is for twelve months, starting as of January 1, 2005, and is automatically renewable for successive twelve-month terms, unless terminated by either party by providing at least 90-days notice prior to the next renewal period. The contract has been renewed for 2006.

Greg C. Smith, former Vice Chairman of the Company, retired effective March 1, 2006. On February 9, 2006, the Compensation Committee of the Board of Directors of the Company approved the terms of Mr. Smith’s retirement arrangement under the terms of the Select Retirement Plan, which requires that he sign a separation waiver agreement. This arrangement was confirmed in an agreement between the Company and Mr. Smith dated February 10, 2006. He is entitled to retirement benefits under that plan as designated for a Company Vice Chairman. He also is eligible for the same post-retirement benefits, such as health care and life insurance on the same terms and conditions as other Company salaried employees retiring at the same time. He also is eligible for two executive vehicles under the Executive Evaluation Vehicle Program, consistent with standard benefits under that program. In connection with his retirement arrangement, he agreed not to enter into any arrangement that would be competitive with the Company or any subsidiaries and to maintain confidentiality on all Company matters, refrain from engaging in inimical conduct toward the Company and assist in litigation on the Company’s behalf. In addition, Mr. Smith was deemed eligible to receive a performance-based Restricted Stock Equivalent award for his 2005 performance and he is deemed to have met the minimum holding requirements for any other applicable stock based awards following his retirement.

In order to provide for a smooth transition of Mr. Smith’s duties, the Compensation Committee approved the terms of a consulting agreement dated February 10, 2006, between the Company and Mr. Smith. Under the agreement, Mr. Smith agreed to be available to serve as a consultant on special assignment to the Chairman and Chief Executive Officer commencing on March 1, 2006 and ending November 30, 2006. Mr. Smith’s consulting fee is $225,000, paid $75,000 for each three month period in advance. The fee will be pro-rated if the agreement is terminated prior to the end of any such three month period. During the term of the agreement, Mr. Smith will be reimbursed for customary and reasonable business-related expenses and travel that he is authorized to take, consistent with Company policies and procedures.

During the term of the agreement, Mr. Smith will be provided with an office and computer support when in Dearborn and will be provided travel support services by the Company in making aircraft travel arrangements in connection with services to be provided under the agreement. He will not be entitled to use the Company aircraft. He also will be provided a laptop computer, software, a docking station with monitor, printer, fax machine and wireless support, email, internet connection, and phone service for use during the term of the agreement.

On October 5, 2005, the Company and Mark Fields, Executive Vice President and President — The Americas, entered into an arrangement whereby the Company paid to Mr. Fields a retention payment of $1 million on October 7, 2005. Mr. Fields agreed that if he voluntarily leaves the Company within 24 months of his receipt of the retention payment, Mr. Fields must repay in full the $1 million within two weeks of his departure.

Allan Gilmour retired as Vice Chairman of the Company effective February 1, 2005. Mr. Gilmour is the majority owner of a corporation that operates Ford and Lincoln Mercury franchised dealerships. In January 2005, the dealerships paid to Ford about $137,000 for products and services in the ordinary course of business. In turn, Ford paid the dealerships about $23,000 for services in the ordinary course of business. Also in January 2005 Ford Credit purchased retail installment sales contracts and Red Carpet Leases from the dealership in amounts of about $77,000 and $124,000, respectively.

Effective February 13, 2006, Henry Ford III joined the Company’s labor relations staff. Mr. Ford’s annual salary is approximately $86,000. Mr. Ford is the son of Edsel B. Ford II.

Edsel B. Ford II owns Pentastar Aviation, Inc., an aircraft charter and management and maintenance company. During 2005, the Company paid Pentastar, or its affiliates, approximately $162,000 for services provided to the Company in the ordinary course of business.

In March 2001, Marketing Associates, LLC, an entity in which Edsel B. Ford II has a majority interest, acquired all of the assets of the Marketing Associates Division of Lason Systems, Inc. Before the acquisition, the Marketing Associates Division of Lason Systems, Inc. provided various marketing and related services to the Company. In 2005, the Company paid Marketing Associates, LLC approximately $65.2 million for marketing and related services provided in the ordinary course of business.

Pursuant to SEC filings, the Company was notified that as of December 31, 2005, Brandes Investment Partners, L.P., 11988 El Camino Road, Suite 500, San Diego, California 92130, and certain of its affiliates (“Brandes”) owned approximately 8.1% of the common stock of the Company. During 2005, the Company paid Brandes approximately $6.8 million in the ordinary course of business.

4/6/2005 Proxy Information

Since January 1993, Ford has had a consulting agreement with William Clay Ford. Under this agreement, Mr. Ford is available for consultation, representation, and other duties. For these services, Ford pays him $100,000 per year and provides facilities (including office space), an administrative assistant, and security arrangements. This agreement will continue until either party ends it with 30 days' notice.

Since January 1999, Ford has had a similar consulting agreement with Edsel B. Ford II. Under this agreement, the consulting fee is $125,000 per calendar quarter, payable in restricted shares of common stock. The shares cannot be sold for one year and are subject to the conditions of the 1998 Plan. The other terms of the agreement are substantially similar to those described in the paragraph above. Mr. Ford is a retired Vice President of Ford and former President and Chief Operating Officer of Ford Motor Credit Company.

Carl E. Reichardt, a Company director, was elected to Ford Motor Credit Company's board of directors and audit committee in 2003 and was also a member of the Ford Credit advisory board. In 2004, Ford Credit began compensating non-employee members, including Mr. Reichardt, of its board of directors, board committees and advisory board. The annual fees for such non-employee members are as follows: board of directors: $30,000; board committees: $10,000; and advisory board: $10,000. Additionally, non-employee members receive a $1,000 attendance fee for each meeting of Ford Credit's board of directors, board committees and advisory board. Effective March 1, 2005, Mr. Reichardt resigned from Ford Credit's Board of Directors, Audit Committee, and Advisory Board.

Mr. Reichardt became vested in the Company's General Retirement Plan ("GRP") after one year of Company service. For the period in which he could not participate in the GRP on a contributory basis, the Company provided him a defined pension benefit through a combination of qualified and non-qualified plans that duplicated the GRP benefit he would have been eligible to receive under the GRP if he had been a contributing member at all times eligible, with a minimum benefit of at least $1,250 per month. Upon retirement from his employment in 2003, Mr. Reichardt became eligible for $100,000 of Company-paid life insurance. When Mr. Reichardt retired as an employee but remained on the Board of Directors, he received the retirement arrangement and is not eligible for benefits under the Company's Directors Life Insurance and Optional Retirement Plan.

From September 1, 1978 until September 1, 1979, James J. Padilla, Ford's President and Chief Operating Officer, took an unpaid leave of absence from the Company to participate in the White House Fellowship Program. Mr. Padilla did not receive any pension credit under the Company's General Retirement Plan ("GRP") during the term of his service as a White House Fellow. In order to provide Mr. Padilla with benefits that approximately duplicate the benefits he would have received under the GRP, in September 2003 the Company approved that 0.8 years of service be credited to Mr. Padilla under the Company's Executive Separation Allowance Plan and the Supplemental Executive Retirement Plan.

In 2002, the Company and most of its executive officers, including all of the Named Executives, entered into non-compete agreements. Under the agreements, the officers agreed not to directly or indirectly work or associate with any business that competes with Ford for two years after their voluntary termination. In return, most officers received restricted shares of common stock in an amount approximately equal to one year's salary. Restrictions on the restricted shares lapse on the third anniversary of the grant date. William Clay Ford, Jr., our Chairman and Chief Executive Officer, and Allan D. Gilmour, a retired Vice Chairman, did not receive any compensation for signing the agreement. In addition, certain individuals who became executive officers after June 1, 2002 signed the agreement in consideration of their hiring or promotion and related compensation, benefits and perquisites.

On March 8, 2005, Homer A. Neal, a member of the Board of Directors, joined the Board of Managers of Ford Global Technologies, LLC, a wholly-owned subsidiary that manages the Company's intellectual property. As a non-employee member of such board, Dr. Neal will receive the customary fees paid to non-employee members. Currently, the fees are: Annual Fee: $10,000, Attendance Fee: $1,000 per meeting.

Paul Alandt, Lynn F. Alandt's husband, owns a Ford-franchised dealership and a Lincoln-Mercury-franchised dealership. In 2004, the dealerships paid Ford about $55.8 million for products and services in the ordinary course of business. In turn, Ford paid the dealerships about $16.4 million for services in the ordinary course of business. Also in 2004, Ford Motor Credit Company, a wholly-owned subsidiary of Ford, provided about $69.0 million of financing to the dealerships and paid $485,168 to them in the ordinary course of business. The dealerships paid Ford Credit about $66.0 million in the ordinary course of business. Additionally, in 2004 Ford Credit purchased retail installment sales contracts and Red Carpet Leases from the dealerships in amounts of about $15.8 million and $30.0 million, respectively.

In June 2004, Mr. Alandt and Volvo Cars of North America, LLC (a wholly-owned subsidiary of Ford) entered into a Volvo retailer agreement. During 2004 the dealership paid Volvo Cars about $13.1 million for products and services in the ordinary course of business. In turn, Volvo Cars paid the dealership about $1.3 million for services in the ordinary course of business. Also in 2004, Ford Credit provided about $12.9 million of financing to the dealership and paid $13,163 to it in the ordinary course of business. The dealership paid Ford Credit about $9.5 million in the ordinary course of business. Additionally, in 2004 Ford Credit purchased retail installment sales contracts and retail leases from the dealership in amounts of about $407,110 and $1.1 million, respectively.

The Company and The Edison Institute, a Michigan non-profit corporation, entered into a contract with an initial term commencing April 30, 2003 and terminating December 31, 2007. The initial term will be extended for successive one-year periods unless earlier notice is given by either party. Pursuant to the terms of the contract, the Company will sponsor The Edison Institute to manage, market and operate public tours of Ford's Rouge Visitor Center, including the elevated viewing walkway that connects the Rouge Visitor Center to Ford's Rouge Assembly Plant, located in Dearborn, Michigan, in conjunction with The Edison Institute's operations at The Henry Ford. Further, the Company agreed to reimburse The Edison Institute's expenses to the extent they exceed the revenues received from the Visitor Center, plus pay an annual sponsorship fee in the amount of $500,000. This fee will be re-evaluated in 2005 based upon historical operating costs. Steven K. Hamp, President of The Edison Institute, is the son-in-law of William Clay Ford, a Company director, and the brother-in-law of William Clay Ford, Jr., our Chairman and Chief Executive Officer. William Clay Ford, Jr. is also the Chairman of the Board of Trustees of The Edison Institute. William Clay Ford is also Chairman Emeritus of The Edison Institute and a member of its Board of Trustees. Edsel B. Ford II, a Company director, is also a member of the Board of Trustees of The Edison Institute.

In November 2001, the Company and The Edison Institute agreed to terms under which Company historical records may be donated to The Edison Institute and how such documents are to be handled (the "Donation Agreement"). Also in November 2001, the Company and The Edison Institute entered into an agreement whereby The Edison Institute agreed to, among other things, process historical documents donated to it under the Donation Agreement into an archive (the "Master Agreement"). The Master Agreement outlines the terms by which The Edison Institute's archives staff performs research services for the Company and the terms under which the Ford archives staff has access to The Edison Institute's records. The Company paid The Edison Institute approximately $439,000 annually for the services provided under the Master Agreement. On February 17, 2005, the Master Agreement was amended and restated to reflect the manner in which the parties agreed to operate with respect to the archive (the "Restated Master Agreement"). During 2005, the Company expects to pay approximately $295,000 to The Edison Institute for services under the Restated Master Agreement. The fee arrangement is reviewed on an annual basis. The term of the Restated Master Agreement is for twelve months, starting as of January 1, 2005, and is automatically renewable for successive twelve-month terms, unless terminated by either party by providing at least 90-days notice prior to the next renewal period.

On December 8, 2004, the Compensation Committee of the Board of Directors approved the terms of Nicholas V. Scheele's retirement arrangement under the terms of the Select Retirement Plan, which required that he sign a separation waiver agreement. This arrangement was confirmed in an agreement dated December 10, 2004 between the Company and Mr. Scheele. Pursuant to the agreement, Mr. Scheele is entitled to retirement benefits under the Select Retirement Plan at the same pension level as designated for a Company President. He also is eligible for the same post-retirement benefits, such as health care and life insurance, on the same terms and conditions as other Company salaried employees retiring at the same time. He also is eligible for two executive vehicles under the Executive Vehicle Evaluation Program, consistent with standard benefits under that program. In connection with his retirement arrangement, he agreed not to enter into any arrangement that would be competitive with the Company or any subsidiaries and to maintain confidentiality on all Company matters, refrain from engaging in conduct that is unfavorable to the Company's best interest and assist in litigation on the Company's behalf. He also agreed to assist in the transfer of operations and responsibilities to James J. Padilla by January 28, 2005 and to resign from the Board of Directors and any charitable boards on which he participates on the Company's behalf. In addition, all restrictions on outstanding restricted stock previously awarded to Mr. Scheele lapsed on February 1, 2005, and, due to recent regulatory requirements, restrictions on outstanding Restricted Stock Equivalents previously awarded to Mr. Scheele which were to lapse on February 1, 2005 will lapse on August 1, 2005.

In order to provide for a smooth transition for Mr. Scheele's successor, the Company and Mr. Scheele entered into a consulting agreement on December 10, 2004. Under the agreement, Mr. Scheele agreed to be available to serve as a consultant on special assignment to the Chairman and Chief Executive Officer commencing on February 1, 2005 and ending on January 31, 2006, to provide consultation to the Company, unless the agreement is terminated earlier by either party upon 60 days written notice. Examples of the consulting services to be provided under the agreement include, but are not limited to, advising on the Company's European and Premier Automotive Group operations and targeted coaching of other executives for retention purposes. His consulting fee will be $150,000 for each calendar quarter, payable quarterly in advance, beginning in February 2005, provided that the fee will be prorated for any pay period that is less than three full months.

During the term of the agreement, Mr. Scheele will be reimbursed for customary and reasonable business-related expenses and travel that he is authorized to take, consistent with Company policies and procedures. During the term of the agreement, Mr. Scheele will be provided with an office and computer support when in Dearborn, Michigan, and will be provided travel support services by the Company in making aircraft travel arrangements in connection with services to be provided under the agreement. He will not be entitled to use the Company aircraft. He also will be provided a laptop computer, software, one docking station with monitor, printer, fax machine and wireless support, email, internet connection, Blackberry PDA and remote network access phone service for use during the term of the agreement.

On February 1, 2005, Allan D. Gilmour retired as Vice Chairman of Ford. In connection with his retirement, the Compensation Committee of the Board of Directors determined that restrictions on Mr. Gilmour's outstanding restricted stock lapsed as of the effective date of his retirement. Additionally, in an agreement dated January 28, 2005, Mr. Gilmour agreed to assist in the transfer of his former responsibilities, agreed not to engage in competitive activities with the Company, to maintain confidentiality on all Company matters, and not to engage in conduct that is unfavorable to the Company's best interests. Mr. Gilmour also remained a member of the Ford Motor Credit Company Advisory Board after his retirement. As a non-employee member of such board, Mr. Gilmour will receive the customary fees paid to non-employee members. Currently, the fees are: Annual Fee: $10,000, Attendance Fee: $1,000 per meeting.

Mr. Gilmour also is the majority owner of a corporation that operates a Ford-franchised dealership. In 2004, the dealership paid to Ford about $8.64 million for products and services in the ordinary course of business. In turn, Ford paid the dealership about $1.70 million for services in the ordinary course of business. Also in 2004 Ford Credit purchased retail installment sales contracts and Red Carpet Leases from the dealership in amounts of about $3.9 million and $1.1 million, respectively.

Edsel B. Ford II owns Pentastar Aviation, Inc., an aircraft charter and management and maintenance company. During 2004, the Company paid Pentastar, or its affiliates, approximately $227,076 for services provided to the Company in the ordinary course of business.

In March 2001, Marketing Associates, LLC, an entity in which Edsel B. Ford II has a majority interest, acquired all of the assets of the Marketing Associates Division of Lason Systems, Inc. Before the acquisition, the Marketing Associates Division of Lason Systems, Inc. provided various marketing and related services to the Company. In 2004, the Company paid Marketing Associates, LLC approximately $58.9 million for marketing and related services provided in the ordinary course of business.

Pursuant to SEC filings, the Company was notified that as of December 31, 2004, Barclays Bank PLC, 54 Lombard Street, London, England, and certain of its affiliates ("Barclays"), owned approximately 6.33% of the common stock of the Company. During 2004, the Company paid Barclays approximately $21.2 million in the ordinary course of business.

4/8/2004 Proxy Information

Since January 1993, Ford has had a consulting agreement with William Clay Ford. Under this agreement, Mr. Ford is available for consultation, representation, and other duties (including service as a director). For these services, Ford pays him $100,000 per year and provides facilities (including office space), an administrative assistant, and security arrangements. This agreement will continue until either party ends it with 30 days’ notice.

Since January 1999, Ford has had a similar consulting agreement with Edsel B. Ford II. Under this agreement, the consulting fee is $125,000 per calendar quarter, payable in restricted shares of common stock. The shares cannot be sold for one year and are subject to the conditions of the 1998 Plan. The other terms of the agreement are substantially similar to those described in the paragraph above.

Our former Vice Chairman and current director, Carl E. Reichardt, was elected to Ford Motor Credit Company’s board of directors and audit committee in 2003 and is also a member of the Ford Credit advisory board. Mr. Reichardt did not receive any additional compensation for such services to Ford Credit during 2003. In 2004, Ford Credit began compensating non-employee members, including Mr. Reichardt, of its board of directors, board committees and advisory board. The annual fees for such non-employee members are as follows: board of directors: $30,000; board committees: $10,000; and advisory board: $10,000. Additionally, non-employee members receive a $1,000 attendance fee for each meeting of Ford Credit’s board of directors, board committees and advisory board.

In 2002, the Company and most of its executive officers, including all of the Named Executives, entered into non-compete agreements. Under the agreements, the officers agreed not to directly or indirectly work or associate with any business that competes with Ford for two years after their voluntary termination. In return, most officers received restricted shares of common stock in an amount approximately equal to one year’s salary. Restrictions on the restricted shares lapse on the third anniversary of the grant date. William Clay Ford, Jr., our Chairman and Chief Executive Officer, and Allan D. Gilmour, our Vice Chairman, did not receive any compensation for signing the agreement. In addition, certain individuals who became executive officers after June 1, 2002 signed the agreement in consideration of their hiring or promotion and related compensation, benefits and perquisites. In June 2002, the Company entered into an agreement with Carl E. Reichardt. Under this agreement, the Company agreed to pay Mr. Reichardt’s salary as Vice Chairman in the form of restricted shares of Ford common stock. The shares, which were generally issuable within thirty days after the end of each calendar quarter, could not be sold, transferred or otherwise disposed of for a period of one year from the grant date. However, when Mr. Reichardt retired from employment with the Company in 2003, his restricted stock became vested at that time.

Mr. Reichardt became vested in the Company’s General Retirement Plan (“GRP”) after one year of Company service. For the period in which he could not participate in the GRP on a contributory basis, the Company provided him a defined pension benefit through a combination of qualified and non-qualified plans that duplicated the GRP benefit he would have been eligible to receive under the GRP if he had been a contributing member at all times eligible, with a minimum benefit of at least $1,250 per month. Upon retirement from his employment, Mr. Reichardt became eligible for $100,000 of Company-paid life insurance. When Mr. Reichardt retired as an employee but remained on the Board of Directors, he received the retirement arrangement and is not eligible for benefits under the Company’s Directors Life Insurance and Optional Retirement Plan.

While employed with the Company, Mr. Reichardt was entitled to use the Company aircraft for personal use while the Company aircraft was not being used for other business purposes. His spouse and children were allowed to accompany him on such aircraft. The Company compensated Mr. Reichardt for the amount of tax attributable to increased taxable income as a result of the personal use of Company aircraft.

Paul Alandt, Lynn F. Alandt’s husband, owns a Ford-franchised dealership and a Lincoln-Mercury-franchised dealership. In 2003, the dealerships paid Ford about $52.7 million for products and services in the ordinary course of business. In turn, Ford paid the dealerships about $14.2 million for services in the ordinary course of business. Also in 2003, Ford Motor Credit Company, a wholly-owned subsidiary of Ford, provided about $64 million of financing to the dealerships and paid $457,670 to them in the ordinary course of business. The dealerships paid Ford Credit about $67 million in the ordinary course of business. Additionally, in 2003 Ford Credit purchased retail installment sales contracts and Red Carpet Leases from the dealerships in amounts of about $17.9 million and $23.8 million, respectively.

On April 8, 2002, Mr. Alandt and Volvo Cars of North America, LLC entered into an agreement relating to Mr. Alandt establishing an authorized Volvo dealership. The agreement is subject to various conditions, including the signing of a Volvo retailer agreement.

John L. Thornton was President and Co-Chief Operating Officer of The Goldman Sachs Group, Inc. until his retirement on July 1, 2003. Goldman Sachs provided Ford with investment banking services in 2003, as it has for many years.

John R. H. Bond is the Group Chairman and an executive director of HSBC Holdings plc, and Robert E. Rubin is Chairman of the Executive Committee and member of the Office of the Chairman of Citigroup Inc. Both HSBC Holdings plc and Citigroup Inc. provided investment banking services to the Company in 2003.

In May 2002, The Detroit Lions, Inc., a professional football team and member of the National Football League (the “Lions”), began paying rent to Ford Motor Land Development Corporation, an indirect wholly-owned subsidiary of ours (“Ford Land”), pursuant to a lease for a newly constructed football practice facility and related administrative offices. The facility was constructed by Ford Land at a final cost of approximately $38.2 million on property owned by it in Dearborn and Allen Park, Michigan. This property had not previously been developed commercially or otherwise used by us or any of our affiliates. A director of ours, William Clay Ford, is the majority owner of the Lions. In addition, William Clay Ford, Jr., our Chairman and Chief Executive Officer, is one of four minority owners and is a director and officer of the Lions. In October 2003, an entity owned by William Clay Ford (“WCF Land”) and Ford Land began discussions on the sale of the facility, subject to the completion of additional due diligence, finalization of contracts and the receipt of appropriate corporate approvals. In March 2004, Ford Land and WCF Land, as assignee of the Lions’ option under the lease to purchase the facility at specified prices throughout the lease term, completed the sale at the October 31, 2003 contractual option price of $44.015 million. In addition, WCF Land paid to Ford Land interest on the purchase price between November 1, 2003 and the closing date at Ford Land’s rate of return on invested cash, and the Lions paid rent in an amount of $3,568,820 for the period from January 1, 2003 through October 31, 2003. The Company and The Edison Institute, a Michigan non-profit corporation, entered into a contract with an initial term commencing April 30, 2003 and terminating December 31, 2007. The initial term will be extended for successive one-year periods unless earlier notice is given by either party. Pursuant to the terms of the contract, the Company will sponsor The Edison Institute to manage, market and operate public tours of Ford’s new Rouge Visitor Center, including the elevated viewing walkway that connects the Rouge Visitor Center to Ford’s Rouge Assembly Plant, located in Dearborn, Michigan, in conjunction with The Edison Institute’s operations at The Henry Ford. Further, the Company agreed to reimburse The Edison Institute’s expenses to the extent they exceed the revenues received from the Visitor Center, plus pay an annual sponsorship fee in the amount of $500,000. This fee will be re-evaluated in 2005 based upon historical operating costs. Steven K. Hamp, President of The Edison Institute, is the son-in-law of William Clay Ford, a Company director, and the brother-in-law of William Clay Ford, Jr., our Chairman and Chief Executive Officer. William Clay Ford, Jr. is also the Chairman of the Board of Trustees of The Edison Institute. William Clay Ford is also Chairman Emeritus of The Edison Institute and a member of its Board of Trustees. Edsel B. Ford II, a Company director, is also a member of the Board of Trustees of The Edison Institute.

Allan D. Gilmour, our Vice Chairman, is the majority owner of a corporation that operates a Ford-franchised dealership. In 2003, the dealership paid to Ford about $6.6 million for products and services in the ordinary course of business. In turn, Ford paid the dealership about $1.3 million for services in the ordinary course of business. Also in 2003, Ford Credit provided about $2.6 million of financing to the dealership and paid $67,628 to it in the ordinary course of business. The dealership paid Ford Credit about $4.6 million in the ordinary course of business. Ford Credit discontinued financing for the dealership in April 2003. Additionally, in 2003 Ford Credit purchased retail installment sales contracts and Red Carpet Leases from the dealership in amounts of about $1.6 million and $470,000, respectively.

Edsel B. Ford II owns Pentastar Aviation, Inc., an aircraft charter and management and maintenance company. During 2003, the Company paid Pentastar, or its affiliates, approximately $96,670 for services provided to the Company in the ordinary course of business.

In connection with Ford Motor Company’s Centennial observance in 2003, the Company commissioned an automotive artist, Ken Eberts, to create fourteen original paintings of automobiles and related themes. The Company paid Mr. Eberts $142,500 for the paintings. Reproductions of these paintings were then used in connection with the Centennial, including the publication and sale of a calendar, prints, post cards, puzzles, screen savers, apparel, posters, event programs, etc. In March 2004, the Company sold the original paintings by Mr. Eberts to Edsel B. Ford II in a private sale for $168,750. The sale price was based on appraisals received from independent art appraisers.

In March 2001, Marketing Associates, LLC, an entity in which Edsel B. Ford II has a majority interest, acquired all of the assets of the Marketing Associates Division of Lason Systems, Inc. Before the acquisition, the Marketing Associates Division of Lason Systems, Inc. provided various marketing and related services to the Company. In 2003, the Company paid Marketing Associates, LLC approximately $47.5 million for marketing and related services provided in the ordinary course of business.

The Compensation Committee is composed of John R. H. Bond, Marie-Josée Kravis, Richard A. Manoogian and Robert E. Rubin, none of whom is an employee or a current or former officer of the Company. John R. H. Bond is the Group Chairman and an executive director of HSBC Holdings plc, and Robert E. Rubin is Chairman of the Executive Committee and member of the Office of the Chairman of Citigroup Inc. Both HSBC Holdings plc and Citigroup Inc. provided investment banking services to the Company in 2003.

4/28/2003 Proxy Information

Since January 1993, Ford has had a consulting agreement with William Clay Ford. Under this agreement, Mr. Ford is available for consultation, representation, and other duties (including service as a director). For these services, Ford pays him $100,000 per year and provides facilities (including office space), an administrative assistant, and security arrangements. This agreement will continue until either party ends it with 30 days’ notice.

Since January 1999, Ford has had a similar consulting agreement with Edsel B. Ford II. Under this agreement, the consulting fee is $125,000 per calendar quarter, payable in restricted shares of common stock. The shares cannot be sold for one year and are subject to the conditions of the 1998 Plan. The other terms of the agreement are substantially similar to those described in the paragraph above.

In June 2002, the Company entered into an agreement with Carl E. Reichardt. Under this agreement, the Company agreed to pay Mr. Reichardt’s salary as Vice Chairman in the form of restricted shares of Ford common stock. The shares, which are generally issuable within thirty days after the end of each calendar quarter, may not be sold, transferred or otherwise disposed of for a period of one year from the grant date. However, in the event that Mr. Reichardt dies, retires from the Company or leaves the Company due to disability, his restricted stock will become vested at that time. The Company has the right to pay Mr. Reichardt in cash for base salary at any time. In addition, the Company has the right to pay him in cash for annual incentive compensation and awards under the 1998 Plan.

Mr. Reichardt became vested in the Company’s General Retirement Plan (“GRP”) after one year of Company service. For the period in which he could not participate in the GRP on a contributory basis, the Company provided him a defined pension benefit through a combination of qualified and non-qualified plans that duplicated the GRP benefit he would have been eligible to receive under the GRP as if he had been a contributing member at all times eligible, with a minimum benefit of at least $1,250 per month. Upon retirement, Mr. Reichardt will be eligible for $100,000 of Company-paid life insurance. In the event he resigns as an employee but remains on the Board of Directors, he will receive the retirement arrangement and shall not be eligible for benefits under the Company’s Directors Life Insurance and Optional Retirement Plan. While employed with the Company, Mr. Reichardt is entitled to use the Company aircraft for personal use while the Company aircraft is not being used for other business purposes. His spouse and children may accompany him on such aircraft. The Company will compensate Mr. Reichardt for the amount of tax attributable to increased taxable income as a result of the personal use of Company aircraft.

In the event Mr. Reichardt’s two personal assistants are terminated from their employment by Wells Fargo Bank while Mr. Reichardt is employed by the Company, the Company shall employ the personal assistants as salaried employees at least at the same base salary as paid at Wells Fargo with eligibility for benefits available to other salaried employees of the Company at that time, until the death of Mr. Reichardt. Company employment of the two personal assistants shall be on the same terms and conditions as applicable to other persons hired by the Company at the same time. In the event the Company hires the personal assistants, the Company may terminate the employment of the personal assistants at any time, without advance notice, with or without cause.

While employed by the Company, Mr. Reichardt will be eligible to participate in the Company’s Matching Gift Program for Non-Employee Directors on the same terms as non-employee directors.

In 2002, the Company and most of its executive officers, including all of the Named Executives, entered into non-compete agreements. Under the agreements, the officers agreed not to directly or indirectly work or associate with any business that competes with Ford for two years after their voluntary termination. In return, most officers received restricted shares of common stock in an amount approximately equal to one year’s salary. Restrictions on the restricted shares lapse on the third anniversary of the grant date. William Clay Ford, Jr., our Chairman and Chief Executive Officer, and Allan D. Gilmour, our Vice Chairman and Chief Financial Officer, did not receive any compensation for signing the agreement.

In March 2003, the Company and John M. Rintamaki agreed upon the treatment of his benefits following his retirement under the Select Retirement Plan on August 1, 2003. He will be deemed to have met the minimum holding period for his March 2003 stock-based awards. His Chief of Staff position will be treated as that of an Executive Vice President under the Executive Evaluation Vehicle Program and he will be reimbursed for fuel. He may participate in any special purchase program on the Ford GT that may be offered to Executive Vice Presidents. The Company will continue his Hertz Platinum Card, Northwest WorldClub Card and Platinum Elite Card. In addition, he can use Hertz vehicles at no charge for vacation and travel purposes. Further, he is able to purchase at Company-depreciated cost certain items among his office furnishings and equipment no longer needed by the Company.

Paul Alandt, Lynn F. Alandt’s husband, owns a Ford-franchised dealership and a Lincoln-Mercury-franchised dealership. In 2002, the dealerships paid Ford about $78.3 million for products and services in the ordinary course of business. In turn, Ford paid the dealerships about $16.4 million for services in the ordinary course of business. Also in 2002, Ford Motor Credit Company, a wholly-owned subsidiary of Ford, provided about $89.5 million of financing to the dealerships and paid $494,020 to them in the ordinary course of business. The dealerships paid Ford Credit about $85.6 million in the ordinary course of business.

On April 8, 2002, Mr. Alandt and Volvo Cars of North America, LLC entered into an agreement relating to Mr. Alandt establishing an authorized Volvo dealership. The agreement is subject to various conditions, including the signing of a Volvo retailer agreement.

John L. Thornton is President and Co-Chief Operating Officer of The Goldman Sachs Group, Inc. Goldman Sachs has provided Ford with investment banking services for many years. Ford expects Goldman Sachs to continue providing similar services in the future. Mr. Thornton has announced his intention to retire from Goldman Sachs effective July 1, 2003.

The Company and David Thursfield, Executive Vice President — International Operations and Global Purchasing, owned a house in England originally purchased for approximately $5.8 million, sharing the economic interest (75% Ford/25% Mr. Thursfield). In April 2002, the house was sold for approximately $5 million and the proceeds of the sale were distributed to the Company and Mr. Thursfield according to their respective economic interest.

In May 2002, the Detroit Lions, Inc., a professional football team and member of the National Football League (the “Lions”), began paying rent to Ford Motor Land Development Company, an indirect wholly-owned subsidiary of the Company (“Ford Land”), pursuant to a lease for a newly constructed football practice facility and related administrative offices. Ford Land built the facility for approximately $36 million on property owned by it in Dearborn and Allen Park, Michigan. This property had not previously been developed commercially or otherwise used by Ford or any of Ford’s affiliates. William Clay Ford, a director of the Company, is the majority owner of the Lions. In addition, William Clay Ford, Jr., Ford’s Chairman and Chief Executive Officer, is one of four minority owners and is a director and officer of the Lions. The lease is for 30 years, commencing March 15, 2002. Annual rents start at $4.1 million for the first five years of the term and escalate to $8 million for the last five years. The aggregate amount of rents and the net present value of those rents (discounted at a 10% rate) payable by the Lions under the lease are $170 million and $47 million, respectively. The lease terms are comparable to lease terms between Ford Land and other tenants in the Dearborn area and meet our internal return on investment target (based on an assumption that the practice facility will have no value at the end of the lease term).

In February 2002, Ford entered into a Stadium Naming and License Agreement with the Lions pursuant to which we acquired for $50 million the naming rights to a new domed stadium located in downtown Detroit at which the Lions began playing their home games during the 2002 National Football League season. Pursuant to a Concession and Management Agreement between the Lions and the City of Detroit Downtown Development Authority, the Lions have been granted the right to build, operate and use the stadium, including the right to name the stadium or sell that right. We have named the stadium “Ford Field.” The term of the naming rights agreement is 25 years, commencing with the 2002 National Football League season. Of the $50 million naming rights fee, which has been used by the Lions to fund in part the construction of the stadium, $30 million was paid in February 2002, $17.5 million was paid in March 2002 and the balance was paid in December 2002. Benefits to Ford under the naming rights agreement include exclusive exterior entrance signage and predominant interior promotional signage. We have analyzed the value of our benefits under the naming rights agreement (including an assessment of the fees paid and benefits received under other naming rights agreements) and we believe the value of our benefits is at least equal to the naming rights fee we paid.

In 1937, Henry and Clara Ford granted land in Allen Park, Michigan to the United States of America for the purpose of building, operating and maintaining a Veterans’ Administration Facility. The grant deed provided that when the land was no longer used for that purpose, it would revert to the heirs of Henry and Clara Ford. In 1996, the Veterans Administration moved substantially all of its operations at the Allen Park facility to downtown Detroit, triggering the reversionary right. Ford Land and the Veterans Administration entered into an agreement whereby Ford Land would demolish the facility on the land for a fee. Ford Land currently proposes to purchase, at a price to be negotiated, the reversionary interest of the heirs of Henry and Clara Ford, among whom are Edsel B. Ford II and William Clay Ford, both of whom are Company directors. It is currently proposed that the Company and The Edison Institute, a Michigan non-profit corporation, enter into a five-year contract during 2003 under which the Company will sponsor The Edison Institute to manage, market and operate public tours of Ford’s new Visitor Center and a portion of its neighboring Rouge facility located in Dearborn, Michigan in conjunction with The Edison Institute’s operations at The Henry Ford. Under the terms of the proposed contract, the Company would agree to reimburse The Edison Institute’s expenses to the extent they exceeded the revenues received from the Visitor Center, plus pay an annual sponsorship fee in the amount of $500,000. This fee would be re-evaluated in 2005 based upon historical operating costs. Steven K. Hamp, President of The Edison Institute, is the son-in-law of William Clay Ford, a Company director, and the brother-in-law of William Clay Ford, Jr., our Chairman and Chief Executive Officer. William Clay Ford, Jr. is also the Chairman of the Board of Trustees of The Edison Institute. William Clay Ford is also Chairman Emeritus of The Edison Institute and a member of its Board of Trustees. Edsel B. Ford II, a Company director, is also a member of the Board of Trustees of The Edison Institute.

Allan D. Gilmour, our Vice Chairman and Chief Financial Officer, is the majority owner of a corporation that operates a Ford-franchised dealership. In 2002, the dealership paid to Ford about $7.6 million for products and services in the ordinary course of business. In turn, Ford paid the dealership about $1.2 million for services in the ordinary course of business. Also in 2002, Ford Credit provided about $9.4 million of financing to the dealership and paid $150,478 to it in the ordinary course of business. The dealership paid Ford Credit about $9.3 million in the ordinary course of business. Ford Credit no longer provides financing to the dealership.

In 2002, certain of the Company’s European affiliates paid Kentvale Transport Limited (“Kentvale”) approximately $200,000 for vehicle transportation services. Kentvale is owned by the mother-in-law of Martin Leach, a Company vice president. The European affiliates have no direct contract with Kentvale. The affiliates contract directly with a supplier who sub-contracts to several transportation companies, one of which is Kentvale. The European affiliates do not direct the supplier to source to Kentvale, but such affiliates do pay Kentvale directly.

In March 2001, Marketing Associates, LLC, an entity in which Edsel B. Ford II has a majority interest, acquired all of the assets of the Marketing Associates Division of Lason Systems, Inc. Before the acquisition, the Marketing Associates Division of Lason Systems, Inc. provided various marketing and related services to the Company. In 2002, the Company paid Marketing Associates, LLC, approximately $37.1 million for marketing and related services provided in the ordinary course of business.