2008 Terms and Conditions of Restricted Stock Unit Final Award Agreement

2008 Long-Term Incentive Plan (the "Plan")

Effective for time-based Restricted Stock Units ("RSUs") granted on or after May 8, 2008 as final awards relating to Performance-Based Restricted Stock Units granted pursuant to the Plan.

1. The rights of Grantees with respect to the RSUs shall remain forfeitable at all times prior to the date on which such rights become vested, and the restrictions with respect to the Restricted Stock Units lapse, in accordance with Articles 2, 3, or 4.

No shares of Ford Common Stock ("Stock") shall be issued to Grantee prior to the date on which the RSUs vest, and the restrictions with respect to the RSUs lapse, in accordance with Articles 2, 3, or 4. Neither this Article 1 nor any action taken pursuant to or in accordance with this Article 1 shall be construed to create a trust of any kind. After any RSUs vests pursuant to Articles 2, 3, or 4, the Company shall promptly cause to be issued shares of Stock to an account that will be set up in the Grantee's name with Smith Barney, Inc., or such other administrator as the Company shall appoint.

2. Subject to the terms and conditions of any RSU Agreement, the Plan and the terms and conditions set forth herein, the Company hereby grants to the RSU Grant will vest according to the terms specified in the Agreement.

3. If the Grantee's employment with the Company shall be terminated at any time by reason of discharge, release in the best interest of the Company, release under mutually satisfactory conditions, termination under a voluntary or involuntary Company separation program or career transition program, voluntary quit, or retirement without the approval of the Company, prior to the vesting of all or any portion of the RSU Grant, the Grantee shall forfeit the unvested portion of such RSU Grant.

4. Anything herein or in the RSU Agreement to the contrary notwithstanding, the vesting of any unvested RSUs shall continue only if the Grantee satisfies each of the following conditions: (i) makes himself or herself available, upon request, at reasonable times and upon a reasonable basis, to consult with, supply information to, and otherwise cooperate with the Company or any subsidiary thereof with respect to any matter that shall have been handled by him or her or under his or her supervision while he or she was in the employ of the company or of any subsidiary thereof, and (ii) he or she refrains from engaging in any activity that is directly or indirectly in competition with any activity of the Company or any subsidiary thereof.

In the event of the Grantee's nonfulfillment of either condition set forth in the immediately preceding paragraph, the Grantee will forfeit any unvested of the RSUs; provided, however, that the nonfulfillment of such condition may at any time (whether before, at the time of, or subsequent to termination of his or her employment) be waived in the following manner:

if the Grantee at any time shall have been subject to the reporting requirements of Section 16 (a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or the liability provisions of Section 16 (b) of the Exchange Act (any such Grantee being hereinafter called a "Section 16 Person"), such waiver may be granted.......

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