forms8.htm
Registration
Statement No. 333-xxxxxx
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER
THE
SECURITIES ACT OF 1933
FORD
MOTOR COMPANY
(Exact
name of registrant as specified in its charter)
Delaware
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38-0549190
|
(State
or other jurisdiction of incorporation or organization)
|
(IRS
Employer Identification No.)
|
|
|
One American Road,
Dearborn, Michigan
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48126-1899
|
(Address
of Principal Executive Offices)
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(Zip
Code)
|
FORD
MOTOR COMPANY SAVINGS AND STOCK
INVESTMENT
PLAN FOR SALARIED EMPLOYEES
(Full
title of the plan)
The
Corporation Trust Company
30600
Telegraph Road
Bingham
Farms, Michigan 48025
(248)
646-9033
(Name, address and
telephone number, including area code, of agent for service)
CALCULATION
OF REGISTRATION FEE
Title
of securities to be registered
|
Amount
to be registered (a)
|
Proposed
maximum offering price per share (b)
|
Proposed
maximum aggregate offering price (b)
|
Amount
of registration fee
|
Common
Stock, $.01 par value
|
50,000,000
shares
|
$4.54
|
$226,750,000.00
|
$8,911.28
|
|
(a)
|
The
number of shares being registered represents the maximum number of
additional shares not registered heretofore that may be acquired by
Fidelity Management Trust Company, as trustee under the Master Trust
established as of September 30, 1995, as amended, and as trustee under the
Plan, during 2008 and during subsequent years until a new Registration
Statement becomes effective.
|
|
(b)
|
Based
on the market price of Common Stock of the Company on September 29,
2008, in
accordance with Rule 457(c) under the Securities Act of 1933, as
amended.
|
In
addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended,
this Registration Statement covers an indeterminate amount of interests to be
offered or sold pursuant to the Plan described herein.
FORD
MOTOR COMPANY SAVINGS AND STOCK
INVESTMENT
PLAN FOR SALARIED EMPLOYEES
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
Ford
Motor Company ("Ford" or the "Company") hereby incorporates into this
Registration Statement the following documents filed by the Company with the
Securities and Exchange Commission:
(a) The
Company's Annual Report on Form 10-K for the year ended December 31, 2007
(except for the financial statements and financial statement schedules which
were updated in our current report on Form 8-K filed on June 2,
2008).
(b) (1)
The Company's Quarterly Reports on Form 10-Q for the quarters ended March 31,
2008 and June 30, 2008 and (2) The Company's Current Reports on Form 8-K filed
January 3, 2008, January 16, 2008, January 16, 2008 (Form 8-K/A), January 24,
2008, February 1, 2008, March 3, 2008, March 19, 2008, March 26, 2008, April 1,
2008, April 11, 2008, April 24, 2008, April 28, 2008 (Form 8-K/A), May 1, 2008,
May 9, 2008, May 13, 2008, May 22, 2008, May 23, 2008, June 2, 2008, June 3,
2008, June 20, 2008, July 1, 2008, July 24, 2008, July 24, 2008 (Form 8-K/A),
August 1, 2008, August 15, 2008, September 3, 2008, September 10, 2008,
September 16, 2008, and October 2, 2008.
(c) The
description of Ford's Common Stock contained in Registration Statement No.
333-38352 filed by Ford under the Securities Act of 1933, as
amended.
(d) The
Ford Motor Company Savings and Stock Investment Plan for Salaried Employees
Annual Report on Form 11-K for the fiscal year ended December 31, 2007 filed
with the Commission on June 30, 2008.
All
documents subsequently filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the
filling of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in the Registration
Statement and to be a part hereof from the date of filing such
documents.
Item
5. Interests of Named Experts and Counsel.
The
Company's Secretary and Associate General Counsel, Peter J. Sherry, Jr., has
passed on the validity of the shares of Ford common stock to be issued under the
plan identified above. Mr. Sherry beneficially owns shares of and has
options to purchase additional shares of Ford common stock.
Item
6. Indemnification of Directors and Officers.
Section
145 of the General Corporation law of Delaware provides as follows:
§145. Indemnification
of officers, directors, employees and agents; insurance.
(a) A
corporation shall have power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that the person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe the
person's conduct was unlawful. The termination of any action, suit or proceeding
by judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which the person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that the
person's conduct was unlawful.
(b) A
corporation shall have power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that the person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against expenses (including attorneys'
fees) actually and reasonably incurred by the person in connection with the
defense or settlement of such action or suit if the person acted in good faith
and in a manner the person reasonably believed to be in or not opposed to the
best interests of the corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable to the corporation unless and only to the extent that
the Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper.
(c) To
the extent that a present or former director or officer of a corporation has
been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in subsections (a) and (b) of this section, or in defense
of any claim, issue or matter therein, such person shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by such
person in connection therewith.
(d) Any
indemnification under subsections (a) and (b) of this section (unless ordered by
a court) shall be made by the corporation only as authorized in the specific
case upon a determination that indemnification of the present or former
director, officer, employee or agent is proper in the circumstances because the
person has met the applicable standard of conduct set forth in subsections (a)
and (b) of this section. Such determination shall be made, with respect to a
person who is a director or officer at the time of such determination, (1) by a
majority vote of the directors who are not parties to such action, suit or
proceeding, even though less than a quorum, or (2) by a committee of such
directors designated by majority vote of such directors, even though less than a
quorum, or (3) if there are no such directors, or if such directors so direct,
by independent legal counsel in a written opinion, or (4) by the
stockholders.
(e)
Expenses (including attorneys' fees) incurred by an officer or director in
defending any civil, criminal, administrative or investigative action, suit or
proceeding may be paid by the corporation in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by or on behalf
of such director or officer to repay such amount if it shall ultimately be
determined that such person is not entitled to be indemnified by the corporation
as authorized in this section. Such expenses (including attorneys' fees)
incurred by former directors and officers or other employees and agents may be
so paid upon such terms and conditions, if any, as the corporation deems
appropriate.
(f) The
indemnification and advancement of expenses provided by, or granted pursuant to,
the other subsections of this section shall not be deemed exclusive of any other
rights to which those seeking indemnification or advancement of expenses may be
entitled under any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in such person's official capacity and
as to action in another capacity while holding such office.
(g) A
corporation shall have power to purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against such person and incurred
by such person in any such capacity, or arising out of such person's status as
such, whether or not the corporation would have the power to indemnify such
person against such liability under this section.
(h) For
purposes of this section, references to “the corporation” shall include, in
addition to the resulting corporation, any constituent corporation (including
any constituent of a constituent) absorbed in a consolidation or merger which,
if its separate existence had continued, would have had power and authority to
indemnify its directors, officers, and employees or agents, so that any person
who is or was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, shall stand in the same position under
this section with respect to the resulting or surviving corporation as such
person would have with respect to such constituent corporation if its separate
existence had continued.
(i) For
purposes of this section, references to “other enterprises” shall include
employee benefit plans; references to “fines” shall include any excise taxes
assessed on a person with respect to any employee benefit plan; and references
to “serving at the request of the corporation” shall include any service as a
director, officer, employee or agent of the corporation which imposes duties on,
or involves services by, such director, officer, employee, or agent with respect
to an employee benefit plan, its participants or beneficiaries; and a person who
acted in good faith and in a manner such person reasonably believed to be in the
interest of the participants and beneficiaries of an employee benefit plan shall
be deemed to have acted in a manner “not opposed to the best interests of the
corporation” as referred to in this section.
(j) The
indemnification and advancement of expenses provided by, or granted pursuant to,
this section shall, unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and administrators
of such a person.
(k) The
Court of Chancery is hereby vested with exclusive jurisdiction to hear and
determine all actions for advancement of expenses or indemnification brought
under this section or under any bylaw, agreement, vote of stockholders or
disinterested directors, or otherwise. The Court of Chancery may
summarily determine a corporation's obligation to advance expenses (including
attorneys' fees).
8 Del. C.
§145.
In
accordance with the Delaware Law, the Restated Certificate of Incorporation of
Ford contains a provision to limit the personal liability of the directors of
Ford for violations of their fiduciary duty. This provision eliminates each
director’s liability to Ford or its stockholders for monetary damages except
(i) for any breach of the director’s duty of loyalty to Ford or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware Law providing for liability of directors for
unlawful payment of dividends or unlawful stock purchases or redemptions, or
(iv) for any transaction from which a director derived an improper personal
benefit. The effect of this provision is to eliminate the personal liability of
directors for monetary damages for actions involving a breach of their fiduciary
duty of care, including any such actions involving gross
negligence.
Pursuant
to most of Ford’s employee benefit plans, including, without limitation, its
Deferred Compensation Plan, Annual Incentive Compensation Plan, Savings and
Stock Investment Plan, long-term incentive plans and stock option plans, the
Company indemnifies directors, officers and employees of Ford against all loss,
cost, liability or expense resulting from any claim, action, suit
or proceeding in which such persons are involved by reason of any
action taken or failure to act under such plans except as provided in the
immediately preceding paragraph.
Ford is
insured for liabilities it may incur pursuant to its Restated Certificate of
Incorporation relating to the indemnification of its directors, officers and
employees. In addition, directors, officers and certain key employees are
insured against certain losses which may arise out of their employment and which
are not recoverable under the indemnification provisions of Ford’s Restated
Certificate of Incorporation.
Item
8. Exhibits.
Exhibit
Number
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Exhibit
Description
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Exhibit
4.1
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Ford
Motor Company Savings and Stock Investment Plan for Salaried Employees (as
amended effective April 13, 2006). Filed as Exhibit 4.1 to
Registration Statement No. 333-138819 and incorporated herein by
reference.
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|
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Exhibit
4.2
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Copy
of Amendments to the Ford Motor Company Savings and Stock Investment Plan
for Salaried Employees effective November 6, 2006. Filed as Exhibit 4.2 to
Registration Statement No. 333-138819 and incorporated herein by
reference.
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Exhibit
4.3
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Summary
of Amendments to the Ford Motor Company Savings and Stock Investment Plan
for Salaried Employees dated December 11, 2006. Filed with this
Registration Statement.
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Exhibit
4.4
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Summary
of Amendments to the Ford Motor Company Savings and Stock Investment Plan
for Salaried Employees effective January 8, 2007. Filed with
this Registration Statement.
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Exhibit
4.5
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Summary
of Amendments to the Ford Motor Company Savings and Stock Investment Plan
for Salaried Employees effective April 18, 2007. Filed with
this Registration Statement.
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Exhibit
4.6
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Summary
of Amendments to the Ford Motor Company Savings and Stock Investment Plan
for Salaried Employees effective January 1, 2008. Filed with
this Registration Statement.
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Exhibit
4.7
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Summary
of Amendments to the Ford Motor Company Savings and Stock Investment Plan
for Salaried Employees effective March 1, 2008. Filed with this
Registration Statement.
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Exhibit
4.8
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Summary
of Amendments to the Ford Motor Company Savings and Stock Investment Plan
for Salaried Employees effective March 19, 2008. Filed with
this Registration Statement.
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Exhibit
4.9
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Master
Trust Agreement, amended and restated as of January 1, 2005, between Ford
Motor Company and Fidelity Management Trust Company, as
Trustee. Filed as Exhibit 4.4 to Registration Statement No.
333-126865 and incorporated herein by reference.
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Exhibit
4.10
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Copy
of Amendments to the Master Trust Agreement between Ford Motor Company and
Fidelity Management Trust Company effective March 19,
2008. Filed with this Registration
Statement.
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Exhibit
4.11
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Copy
of Amendments to the Master Trust Agreement between Ford Motor Company and
Fidelity Management Trust Company effective August 29,
2008. Filed with this Registration
Statement.
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Exhibit
5.1
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Opinion
of Peter J. Sherry, Jr., Secretary and Associate General Counsel of Ford
Motor Company, with respect to the legality of the securities being
registered hereunder. Filed with this Registration
Statement.
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Exhibit
5.2
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Copy
of Internal Revenue Service determination letter that the Plan is
qualified under Section 401 of the Internal Revenue Code. Filed as Exhibit
5.2 to Registration Statement No. 333-115339.
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Exhibit
15
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Letter
from Independent Registered Public Accounting Firm regarding unaudited
interim financial information. Filed with this Registration
Statement.
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Exhibit
23
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Consent
of Independent Registered Public Accounting Firm. Filed with
this Registration Statement.
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Exhibit
24.1
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Powers
of Attorney authorizing signature. Filed with this Registration
Statement.
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Exhibit
24.2
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Certified
resolutions of Board of Directors authorizing signature pursuant to a
power of attorney. Filed with this Registration
Statement.
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Item
9. Undertakings.
(a) The
undersigned registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to include any material
information with respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such information in the
registration statement.
(2) That,
for the purpose of determining any liability under the Securities Act of 1933,
as amended, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering hereof.
(3) To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
(b) The
undersigned registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, as amended, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended, (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934, as amended) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(c)
Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended, may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
SIGNATURES
The
Plan. Pursuant to the requirements of
the Securities Act of 1933, as amended, the Plan has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Dearborn, State of Michigan, on this 2nd
day of October, 2008.
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FORD
MOTOR COMPANY SAVINGS AND STOCK INVESTMENT PLAN FOR SALARIED
EMPLOYEES
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By:
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/s/ Stephen V.
O'Neill
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Stephen
V. O'Neill, Chairperson
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Savings
and Stock Investment Plan
Committee
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The
Registrant. Pursuant to the requirements of the Securities Act of 1933,
as amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Dearborn, State of Michigan, on this
2nd
day of October, 2008.
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FORD
MOTOR COMPANY
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By:
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Alan
Mulally*
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(Alan
Mulally)
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Chief
Executive Officer
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Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement
has been signed by the following persons in the capacities and on the date
indicated.
Signature
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Title
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Date
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William Clay Ford,
Jr.*
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Director,
Chairman of the Board,
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October
2, 2008
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(William
Clay Ford, Jr.)
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Executive
Chairman, Chair of the
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Office
of the Chairman and Chief
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Executive
Committee, and Chair of
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the
Finance Committee |
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Alan
Mulally*
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Director,
President, and
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October
2, 2008
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(Alan
Mulally)
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Chief
Executive Officer
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(principal
executive officer)
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John R. H.
Bond*
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Director
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October
2, 2008
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(John
R. H. Bond)
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Stephen G.
Butler*
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Director
and Chair of the
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October
2, 2008
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(Stephen
G. Butler)
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Audit
Committee
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Kimberly A.
Casiano*
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Director
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October
2, 2008
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(Kimberly
A. Casiano)
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Edsel B. Ford
II*
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Director
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October
2, 2008
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(Edsel
B. Ford II)
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Irvine O. Hockaday,
Jr.*
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Director
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October
2, 2008
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(Irvine
O. Hockaday, Jr.)
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Richard A
Manoogian*
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Director
and Chair of
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October
2, 2008
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(Richard
A. Manoogian)
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the
Compensation Committee
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Ellen R.
Marram*
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Director
and Chair of the
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October
2, 2008
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(Ellen
R. Marram)
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Nominating
and Governance Committee
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Homer A.
Neal*
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Director
and Chair of the
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October
2, 2008
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(Homer
A. Neal)
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Sustainability
Committee
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Jorma
Ollila*
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Director
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October
2, 2008
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(Jorma
Ollila)
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Gerald L.
Shaheen*
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Director
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October
2, 2008
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(Gerald
L. Shaheen)
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John L.
Thornton*
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Director
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October
2, 2008
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(John
L. Thornton)
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Peter J.
Daniel*
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Senior
Vice President and Controller
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October
2, 2008
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(Peter
J. Daniel)
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(principal
accounting officer)
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Donat R.
Leclair*
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Executive
Vice President and
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October
2, 2008
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(Donat
R. Leclair)
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Chief
Financial Officer
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(principal
financial officer)
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*By: /s/ P. J. Sherry,
Jr.
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(P.
J. Sherry, Jr., Attorney-in-Fact)
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Exhibit
Index
Exhibit
Number
|
|
Exhibit
Description
|
|
|
|
Exhibit
4.1
|
|
Ford
Motor Company Savings and Stock Investment Plan for Salaried Employees (as
amended effective April 13, 2006). Filed as Exhibit 4.1 to
Registration Statement No. 333-138819 and incorporated herein by
reference.
|
|
|
|
Exhibit
4.2
|
|
Copy
of Amendments to the Ford Motor Company Savings and Stock Investment Plan
for Salaried Employees effective November 6, 2006. Filed as Exhibit 4.2 to
Registration Statement No. 333-138819 and incorporated herein by
reference.
|
|
|
|
|
|
Summary
of Amendments to the Ford Motor Company Savings and Stock Investment Plan
for Salaried Employees dated December 11, 2006. Filed with this
Registration Statement.
|
|
|
|
|
|
Summary
of Amendments to the Ford Motor Company Savings and Stock Investment Plan
for Salaried Employees effective January 8, 2007. Filed with
this Registration Statement.
|
|
|
|
|
|
Summary
of Amendments to the Ford Motor Company Savings and Stock Investment Plan
for Salaried Employees effective April 18, 2007. Filed with
this Registration Statement.
|
|
|
|
|
|
Summary
of Amendments to the Ford Motor Company Savings and Stock Investment Plan
for Salaried Employees effective January 1, 2008. Filed with
this Registration Statement.
|
|
|
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|
Summary
of Amendments to the Ford Motor Company Savings and Stock Investment Plan
for Salaried Employees effective March 1, 2008. Filed with this
Registration Statement.
|
|
|
|
|
|
Summary
of Amendments to the Ford Motor Company Savings and Stock Investment Plan
for Salaried Employees effective March 19, 2008. Filed with
this Registration Statement.
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Exhibit
4.9
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Master
Trust Agreement, amended and restated as of January 1, 2005, between Ford
Motor Company and Fidelity Management Trust Company, as
Trustee. Filed as Exhibit 4.4 to Registration Statement No.
333-126865 and incorporated herein by reference.
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Copy
of Amendments to the Master Trust Agreement between Ford Motor Company and
Fidelity Management Trust Company effective March 19,
2008. Filed with this Registration
Statement.
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Copy
of Amendments to the Master Trust Agreement between Ford Motor Company and
Fidelity Management Trust Company effective August 29,
2008. Filed with this Registration
Statement.
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Opinion
of Peter J. Sherry, Jr., Secretary and Associate General Counsel of Ford
Motor Company, with respect to the legality of the securities being
registered hereunder. Filed with this Registration
Statement.
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Exhibit
5.2
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Copy
of Internal Revenue Service determination letter that the Plan is
qualified under Section 401 of the Internal Revenue Code. Filed as Exhibit
5.2 to Registration Statement No. 333-115339.
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Letter
from Independent Registered Public Accounting Firm regarding unaudited
interim financial information. Filed with this Registration
Statement.
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Consent
of Independent Registered Public Accounting Firm. Filed with
this Registration Statement.
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Powers
of Attorney authorizing signature. Filed with this Registration
Statement.
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Certified
resolutions of Board of Directors authorizing signature pursuant to a
power of attorney. Filed with this Registration
Statement.
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