Sample Business Contracts

Consulting Agreement - Ford Motor Co. and David Thursfield

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Ford Motor Company                                         One American Road
                                                           P.O. Box 1899
                                                           Dearborn, MI  48126

                                                    April 26, 2004
David Thursfield
353 Wilshire Drive
Bloomfield Hills, MI 48302

Dear David:

This letter will confirm the agreement (the "Agreement") regarding the terms and
conditions  under which you have agreed to provide your  personal  services as a
consultant to Ford Motor Company ("Ford" or the "Company").

1.   Scope of Services:  Subject to the terms and conditions  contained  herein,
     for the period of 24 months  beginning  on May 1, 2004 and ending April 28,
     2006,  unless this Agreement is terminated  earlier  pursuant to Section 14
     hereof, you will be available to provide consultation to the Company. It is
     understood  that domestic and  international  travel may be involved in the
     provision of services hereunder.

     Specific  direction  regarding  the  services to be provided by you to Ford
     hereunder  shall be given on behalf of Ford by the  Chairman and CEO and/or
     his designate.  Examples of the work provided under this Agreement  include
     but  are  not  limited  to:  business  reviews,   product   development  or
     manufacturing strategy reviews, cost reduction initiatives, TVM, purchasing
     strategy or international operation synergies.

2.   Competitive  Behavior:  As a condition of the Company's  obligations  under
     this Agreement,  during the term of this Agreement,  you will not,  without
     written  permission  of the Company,  on behalf of yourself or on behalf of
     any other  person,  company,  corporation,  partnership  or other entity or
     enterprise,   directly  or   indirectly,   as  an   employee,   proprietor,
     stockholder,  partner,  consultant, or otherwise, engage in any business or
     activity   competitive  with  the  business  of  Ford  Motor  Company,  its
     subsidiaries or affiliates worldwide. You specifically acknowledge that the
     Company conducts a worldwide business and that the worldwide restriction is
     reasonable.  You also agree during the term of this Agreement that you will
     not engage in any conduct  that is inimical  to the best  interests  of the
     Company, its subsidiaries, or affiliates worldwide. In the event you breach
     these restrictive covenants,  the Company shall be entitled to the remedies
     outlined  in  paragraph  3 below  with  respect  to breach of  Confidential


                                                                          Page 2

3.   Confidential  Information and Remedies: You agree to keep secret and retain
     in strictest  confidence,  and shall not, without the prior written consent
     of the Chief Executive Officer of the Company,  furnish,  make available or
     disclose to any third  party or use for your  benefit or the benefit of any
     third party, any Confidential  Information as hereafter defined. As used in
     this Agreement,  Confidential Information means any information relating to
     the  business  or affairs of the  Company,  including  but not  limited to,
     information   relating  to  financial  statement,   customer,   identities,
     potential customer,  employees,  suppliers,  servicing methods,  equipment,
     product or service programs,  product designs, cycle plans,  strategies and
     information,  databases and information systems,  analyses, profit margins,
     pricing,  comparative or futuring studies or other proprietary  information
     used by the Company,  whether or not  generated by the Company or purchased
     by the Company through business consultants. Confidential Information shall
     not  include  any  information  in the public  domain or  information  that
     becomes  known in the industry  through no wrongful  act on your part.  You
     acknowledge  that  the  Confidential   Information  is  vital,   sensitive,
     confidential and proprietary to the Company. You acknowledge and agree that
     your  promise  to  keep   confidential  the  Confidential   Information  is
     reasonable  and  necessary for the  protection  of the  Company's  business
     interests;  that irreparable injury will result to the Company if you break
     your promise,  and that the Company may not have an adequate  remedy at law
     if you break or threaten to break your promise. Accordingly, you agree that
     in  such  event,  the  Company  will be  entitled  to  immediate  temporary
     injunctive and other equitable relief in a court of competent jurisdiction,
     without the necessity of showing actual monetary  damages,  subjective to a
     hearing as soon thereafter as possible.  Nothing  contained herein shall be
     construed as prohibiting the Company from pursuing another remedy available
     to it for  failing to keep your  promise,  including  the  recovery  of any
     damage which it is able to prove and any other  remedies  allowed under any
     other  agreement  with the Company or provided  for under  various  Company
     plans.  In  addition,  as a penalty  and not in lieu of other  damages  the
     Company  may be able to  prove,  you  agree to pay the  Company  liquidated
     damages in an amount  equal to the total  consulting  fees  received  under
     paragraph  6 of the  Agreement  if  you  break  your  promise  and  divulge
     Confidential  Information or break any of your promises under paragraphs 2,
     11, or 12.

4.   Confidential  Materials:  You  acknowledge  that all written  materials  or
     documents  containing  Confidential  Information  prepared by you or coming
     into your  possession  because of your  employment with the Company are and
     shall  remain  the  property  of the  Company.  You  agree to return to the
     Company all such items in your possession, together with all copies of such
     items,  no later  than  your  last day  worked,  except  those  items to be
     declared by you to the Company as required to provide  consulting  services
     to the Company under this Agreement.

     You acknowledge  that any information  received by you during the execution
     of your  responsibilities for the Company in accordance with the Agreement,
     which  concerns the  personal,  financial or other  affairs of the Company,
     will be treated as Confidential  Information in accordance with paragraph 3
     above,   and  will  not  be  revealed  to  any  other  persons,   firms  or


                                                                          Page 3

5.   Disparagement:  Each party acknowledges that the business reputation of the
     other is a valuable  asset of such other  party.  Each party agrees that it
     shall  take no  action  which  can be  deemed  to be  inimical  to the best
     interests  of the other  party,  including  but not limited to:  publishing
     material  that  disparages  the other party,  participating  in  interviews
     disparaging  the other  party or taking  action in any other  manner or way
     disparaging the other party. In the event that a party takes an action that
     is deemed to be  inimical to the best  interests  of the other  party,  the
     party committing the breach shall pay liquidated damages to the other party
     in an amount equal to the value of the total consulting fees  paid/received
     under paragraph 6 of this Agreement, and if the breaching party is you this
     Agreement will be terminated by the Company.

6.   Compensation:   Pending   approval  of  the  Compensation   Committee,   as
     consideration  for this  Agreement  and for  your  active  support  for the
     Company  and key  leaders,  the  Company  will,  during  the course of this
     Agreement,  pay you at a rate of US  $225,000  for  each  calendar  quarter
     during  which  you  provide  services  hereunder,  beginning  in May  2004;
     provided,  however,  that such amount should be prorated for any pay period
     that is less than three full months.  Such payments shall be paid to you by
     Ford quarterly in advance.

     This is  intended  to be a personal  services  agreement,  and you will not
     delegate  or assign the  agreement  to any other  person or entity  without
     Ford's written  permission.  You exclusively  will carry out the work under
     this  Agreement and may not designate an individual  other than yourself as
     the provider of services  hereunder.  Ford shall not be responsible for any
     tax levied  relating to you by any  governmental  authority  arising out of
     this  Agreement.  Accordingly,  you will be responsible  for payment of all
     taxes, including national,  state, provincial and local taxes, arising from
     activities in accordance with this contract.

7.   Tax  Preparation:  The  Company  will  provide and pay for  reasonable  tax
     preparation  support for you during the period of this Agreement  using PWC
     or the outside tax preparer  chosen by the  Company.  In the event that you
     choose a tax preparer  other than PWC, the Company will pay for  reasonable
     tax  preparation  support during the Agreement but in no event greater than
     $1,500 for each applicable year.

8.   Expenses:  The Company will  reimburse  you for  customary  and  reasonable
     business-related  expenses  and  travel  that  we  authorize  you to  take,
     consistent  with Ford  policies  and  procedures,  during  the term of this
     Agreement,  including car fuel  reimbursement and a car and driver while on
     business in Europe and Asia. Additionally,  in the U.S., during the term of
     the  Agreement,  the Company  will provide you with  transportation  to the
     airport  while on  business  travel  that we  authorize  you to take.  This
     agreement does not entitle you to the use of Company aircraft. On a monthly
     basis, you will provide to the Group Vice President,  Human Resources, such
     documentation  as is reasonably  necessary to support the  reimbursement of
     such expenses.

9.   Other support:  You will be provided an office and computer support when in
     Dearborn,  Michigan,  and will be provided  travel support by the Executive
     Travel Office in making  aircraft  travel  arrangements  in connection with
     work performed under this Agreement.


                                                                          Page 4

     You will be provided certain computer and related equipment as described in
     the attachment,  to perform work under this Agreement and maintained by the
     Company. (Attachment)

     In  connection  with  services to be  provided  under this  Agreement,  the
     Company will provide you with apartment accommodations in London until July
     31, 2004.  You agree to pay 3,550 GBP to the Trustee  leaseholder  no later
     than June 1, 2004.

10.  Indemnification:  Your  relationship  to Ford under this Agreement shall be
     that of an  independent  contractor in the  performance of the duties under
     this Agreement. However, you will be indemnified by Ford for all losses and
     other damages that you may sustain in performing  services hereunder to the
     same  extent as you would be if you were an  officer of the  Company  under
     Ford's Certificate of Incorporation.

11.  Recruitment:  During the term of this  Agreement,  you will not recruit any
     employee from Ford Motor Company or otherwise  counsel any employee in Ford
     or its subsidiaries to leave the Company. In addition, you will not provide
     counsel or comments to any outside  organization  or  individual  regarding
     skills, competencies, position responsibilities,  performance,  recruiting,
     development,  or succession planning regarding any employee in the Company.
     Breach of this  provision  shall be subject to the  remedies  described  in
     paragraph 3.

12.  Customers and suppliers:  During the term of this Agreement, you shall not,
     directly or indirectly,  as an employee,  agent,  consultant,  stockholder,
     director,  co-partner  or in  any  individual  or  representative  capacity
     intentionally  solicit  or  encourage  any  present or future  customer  or
     supplier of the Company to terminate or  otherwise  alter its  relationship
     with the Company in an adverse  manner.  Breach of this provision  shall be
     subject to the remedies described in paragraph 3.

13.  Information and conflicts:  All information and data you develop or acquire
     in performing the services  hereunder shall belong to Ford, without further
     consideration,  and  shall be  delivered  to Ford upon  completion  of this
     Agreement or earlier if  requested.  Ford shall be free to use and disclose
     to others information and data you deliver to Ford.

     Works of authorship you create in performing the services  hereunder  shall
     be considered as a specially  ordered or  commissioned  "work for hire" and
     all copyrights for such works of authorship  shall belong to Ford. All such
     works of authorship shall bear a valid copyright notice designating Ford as
     the owner of such copyright.

     You  shall  use the  information  and data you  acquire  from  Ford only in
     performing the services under this Agreement. You shall not disclose to any
     third party,  during the period of this Agreement and thereafter,  any such
     information  and data that is not in the public  domain.  If you  receive a
     request  for any such  information  from  competent  governmental  or legal
     authority,  you shall promptly notify Ford for direction.  In addition, you
     will  undertake  to notify Ford  immediately  if any of the  services to be
     provided  by  yourself  hereunder  would  in  any  way  conflict  with  any
     obligations,  fiduciary,  contractual  or  otherwise,  that you have to any
     other party.


                                                                          Page 5

14.  Termination:  This Agreement may be terminated by either you or Ford at any
     time upon 60 days written notice provided by the  terminating  party to the
     other.  No such  termination  by either party will affect the obligation of
     Ford to pay compensation for services rendered,  or to reimburse travel and
     business  expenses  incurred  prior  to  such  termination,  or  any  other
     provision of this agreement.

15.  Applicable  Law:  This  Agreement  shall be  governed by and  construed  in
     accordance  with the laws of the State of  Michigan,  without  reference to
     principles of conflict of laws.

16.  Confidentiality  of this Agreement:  Both you and Ford shall use reasonable
     efforts  to keep the  existence  and terms of this  agreement  confidential
     except  to the  extent  required  by law to be  disclosed.  If  there  is a
     legitimate request by governmental or similar authority for its disclosure,
     the party  receiving  the  request  will  promptly  notify the other of the
     nature of and details surrounding the request.

17.  Other Agreements:  This Agreement is the only agreement between the parties
     with  respect  to   consulting   services  and  shall   replace  any  prior
     understandings,  oral or written,  regarding any  consulting  services.  It
     shall not, however, have any effect on your retired status from Ford or the
     provisions  and  agreements in place with respect to your  retirement  from

If the above  accurately  reflects  the  agreement  between you and the Company,
please  sign  and  return  this  letter.  Upon our  receipt,  this  letter  will
constitute an agreement between you and the Company, and it will be governed and
construed in  accordance  with the laws of the State of Michigan,  excluding its
choice of laws  provisions.  Specifically,  it is intended that the  restrictive
covenants in this Agreement be construed under the laws of the State of Michigan
and not any foreign  jurisdiction.  Any disputes  arising out of this  Agreement
shall be resolved  through binding  arbitration  under the rules of the American
Arbitration  Association.  The venue for any such dispute shall be Wayne County,

              FORD MOTOR COMPANY

              /s/ Joe Laymon

Agreed:       /s/ David Thursfield
              David Thursfield

Date:     April 28, 2004


                                                                    Attachment 1

Equipment and Other Support

Computer and Other IT Equipment

One  state-of-the-art  desktop  replacement  laptop  computer  with  appropriate
software and one docking station with monitor, printer, fax machine and wireless
support, e-mail, Internet connection, Blackberry PDA and RNA service for you.

Optional Right to Purchase

At the end of the  consulting  Agreement,  you  will be  able  to  purchase  the
equipment for $1.