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Ford Files 2005 Proxy Statement

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Ford Motor Company filed its 2005 proxy statement with the Securities and Exchange Commission.

The statement outlines compensation for select executives, including William Clay Ford, Jr., chairman and chief executive officer.

Compensation of Ford executives for 2004 generally consisted of salary, stock-based awards and bonuses.

Compensation details found in the 2005 proxy statement include:

William Clay Ford, Jr., chairman and CEO, received no cash salary in 2004. In lieu of a cash salary equivalent to $1.5 million, he was awarded 103,882 shares of restricted common stock, tying his compensation to the long- term performance of the Company. He was awarded a 2004 bonus in the form of 841,008 shares of restricted common stock and restricted stock equivalents with a fair market value of approximately $10.5 million at the time of grant. In lieu of other long-term compensation, he also received a stock option grant covering 1,587,301 shares. These options have a strike price of $16.49 and vest over a three year period. Mr. Ford also exercised stock options covering 1,410,404 shares, realizing a value of $5.3 million, at the same time retaining the acquired shares. In addition, he received other compensation totaling $266,000.

For the second year, Mr. Ford committed a portion of his bonus of restricted stock equivalents to the William Clay Ford, Jr. Scholarship Program, providing tuition assistance for children of Ford employees, and a remaining portion to Detroit charities.

Jim Padilla, president and chief operating officer, earned $966,667 in salary and $2,034,910 in bonus, which consisted of $1.18 million in cash and a grant of 69,000 shares of unrestricted common stock worth $854,910, as well as $314,131 in other compensation. He also was awarded options to purchase 100,000 shares of common stock in long-term compensation. In addition, for his performance in 2004, Mr. Padilla was awarded a bonus in the form of 246,696 shares of restricted common stock and received 50,000 restricted stock equivalents as a long-term incentive grant, and for his promotion to Chief Operating Officer. Combined, these shares and stock equivalents have a fair market value of approximately $3,761,000 at the time of grant. Mr. Padilla also received a Long Term Incentive Plan award of $173,460 which was paid in unrestricted common stock for the 2002-2004 performance period. He also exercised option grants covering 82,499 shares with a realized value of $686,000, at the same time retaining 29,849 of those shares.

Greg Smith, executive vice president and president, The Americas, earned $756,667 in salary and $1,120,970 in bonus, which consisted of a cash award of $836,000 and a grant of 23,000 shares of unrestricted common stock worth $284,970, in addition to other compensation totaling $48,227. Mr. Smith also was awarded options to purchase 50,000 shares of common stock as a form of long-term compensation. He also received a Long Term Incentive Plan award of $105,315 which was paid in unrestricted common stock for the 2002-2004 performance period.

Nicholas Scheele, former president and chief operating officer, earned $1,000,000 in salary and $1,514,530 in bonus, which consisted of a cash award of $1,180,000 and a grant of 27,000 shares of unrestricted common stock worth $334,530, in addition to other compensation totaling $397,985. He also was awarded options to purchase 81,168 shares of common stock in long-term compensation. He also received a Long Term Incentive Plan award of $929,250 which was paid in unrestricted common stock for the 2002-2004 performance period.

Allan Gilmour, former vice chairman, earned $1,050,000 in salary and $1,517,880 in bonus, which consisted of a cash award of $997,500 and a grant of 42,000 shares of unrestricted common stock worth $520,380. Long-term compensation for his services as vice chairman was 300,000 shares of restricted common stock in 2004. In addition, he received $1,038,731 from his retirement plans associated with his earlier years of service with Ford Motor Company.

(“Other compensation” refers to certain tax reimbursements and various perquisites such as required use of the company aircraft. Other details are noted on page 33 of the proxy statement.)

The Compensation Committee of Ford’s Board of Directors, which is composed of independent directors, determines compensation of the executives listed in the proxy statement.

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Ford Files 2005 Proxy Statement
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