Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FORD MOTOR COMPANY
(Exact name of registrant as specified in its charter)
Delaware 38-0549190
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
One American Road
Dearborn, Michigan 48126-1899
(Address of principal executive offices) (Zip Code)
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FORD MOTOR COMPANY DEFERRED COMPENSATION PLAN
(Full title of the Plan)
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J. M. RINTAMAKI, Esq.
Ford Motor Company
P. O. Box 1899
One American Road
Dearborn, Michigan 48126-1899
(313) 323-2260
(Name, address and telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum Amount of
Title of securities to Amount to be registered offering price per aggregate offering registration
be registered obligation price** fee
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Deferred Compensation
Obligations* $10,000,000 100% $10,000,000 $920
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* The Deferred Compensation Obligations are unsecured obligations of Ford
Motor Company to pay deferred compensation in the future in accordance with
the terms of the Ford Motor Company Deferred Compensation Plan.
** Estimated solely for the purpose of determining the registration fee.
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FORD MOTOR COMPANY DEFERRED COMPENSATION PLAN
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INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENT
The contents of Registration Statement Nos. 333-56660, 333-31466,
333-65703, 333-47733, 333-20725, 33-62227 and 333-74313 are incorporated herein
by reference.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
Exhibit 4.1 - Ford Motor Company Deferred Compensation Plan as amended and
restated as of January 1, 2000, filed as Exhibit 10-R to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1999 and incorporated herein by reference.
Exhibit 4.2 - Amendment to Ford Motor Company Deferred Compensation Plan,
effective as of April 12, 2000. Filed as Exhibit 4.2 to
Registration Statement No. 333-56660 and incorporated herein by
reference.
Exhibit 4.3 - Amendment to Ford Motor Company Deferred Compensation Plan,
effective as of June 1, 2000. Filed as Exhibit 4.3 to
Registration Statement No. 333-56660 and incorporated herein by
reference.
Exhibit 5.1 - Opinion of Kathryn S. Lamping, an Assistant Secretary and
Counsel of Ford Motor Company, with respect to the legality of
the securities being registered hereunder. Filed with this
Registration Statement.
Exhibit 5.2 - Opinion of Bonnie S. Gorichan, Counsel to Ford Motor Company,
with respect to compliance requirements of the Employee
Retirement Income Security Act of 1974. Filed with this
Registration Statement.
Exhibit 23 - Consent of Independent Certified Public Accountants. Filed with
this Registration Statement.
Exhibit 24.1 - Powers of Attorney authorizing signature. Filed as Exhibit 24
to Registration Statement No. 333-75124 and incorporated herein
by reference.
Exhibit 24.2 - Power of Attorney authorizing signature. Filed with this
Registration Statement.
Exhibit 24.3 - Certified resolutions of Board of Directors authorizing
signature pursuant to a power of attorney. Filed as Exhibit 24
to Registration Statement No. 333-75124 and incorporated herein
by reference.
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The Registrant. Pursuant to the requirements of the Securities Act of
1933, 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 28th day of
March, 2002.
FORD MOTOR COMPANY
By: William Clay Ford, Jr.*
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(William Clay Ford, Jr.)
Chairman of the Board of Directors
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 Title Date
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William Clay Ford, Jr.* Director, Chairman of the Board
----------------------------- and Chief Executive Officer and
(William Clay Ford, Jr.) Chairman of the Environmental
and Public Policy Committee
and the Nominating and
Governance Committee
(principal executive officer)
March 28, 2002
John R. H. Bond* Director
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(John R. H. Bond)
Michael D. Dingman* Director and Chairman
----------------------------- of the Compensation
(Michael D. Dingman) Committee
Edsel B. Ford II* Director
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(Edsel B. Ford II)
William Clay Ford* Director
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(William Clay Ford)
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Signature Title Date
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Irvine O. Hockaday, Jr.* Director and Chairman
----------------------------- of the Audit Committee
(Irvine O. Hockaday, Jr.)
Marie-Josee Kravis* Director
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(Marie-Josee Kravis)
Richard A. Manoogian* Director
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(Richard A. Manoogian)
Ellen R. Marram* Director
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(Ellen R. Marram)
Homer A. Neal* Director March 28, 2002
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(Homer A. Neal)
Jorma Ollila* Director
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(Jorma Ollila)
Carl E. Reichardt* Director, Chairman of
----------------------------- the Finance Committee
(Carl E. Reichardt) and Vice Chairman
Robert E. Rubin* Director
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(Robert E. Rubin)
Nicholas V. Scheele* Director and President and
----------------------------- Chief Operating Officer
(Nicholas V. Scheele)
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Signature Title Date
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John L. Thornton* Director
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(John L. Thornton)
March 28, 2002
I. Martin Inglis* Group Vice President
----------------------------- and Chief Financial Officer
(I. Martin Inglis) (principal financial officer)
Vice President and Controller
Don Leclair* (principal accounting officer)
-----------------------------
(Don Leclair)
*By: /s/K. S. Lamping
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(K. S. Lamping)
Attorney-in-Fact
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EXHIBIT INDEX
Sequential Page
at Which Found
(or Incorporated
by Reference)
Exhibit 4.1 - Ford Motor Company Deferred Compensation Plan as amended and
restated as of January 1, 2000, filed as Exhibit 10-R to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1999 and incorporated herein by reference.
Exhibit 4.2 - Amendment to Ford Motor Company Deferred Compensation Plan,
effective as of April 12, 2000. Filed as Exhibit 4.2 to
Registration Statement No. 333-56660 and incorporated herein by
reference.
Exhibit 4.3 - Amendment to Ford Motor Company Deferred Compensation Plan,
effective as of June 1, 2000. Filed as Exhibit 4.3 to
Registration Statement No. 333-56660 and incorporated herein by
reference.
Exhibit 5.1 - Opinion of Kathryn S. Lamping, an Assistant Secretary and
Counsel of Ford Motor Company, with respect to the legality of
the securities being registered hereunder. Filed with this
Registration Statement.
Exhibit 5.2 - Opinion of Bonnie S. Gorichan, Counsel to Ford Motor Company,
with respect to compliance requirements of the Employee
Retirement Income Security Act of 1974. Filed with this
Registration Statement.
Exhibit 23 - Consent of Independent Certified Public Accountants. Filed with
this Registration Statement.
Exhibit 24.1 - Powers of Attorney authorizing signature. Filed as Exhibit 24
to Registration Statement No. 333-75124 and incorporated herein
by reference.
Exhibit 24.2 - Power of Attorney authorizing signature. Filed with this
Registration Statement.
Exhibit 24.3 - Certified resolutions of Board of Directors authorizing
signature pursuant to a power of attorney. Filed as Exhibit 24
to Registration Statement No. 333-75124 and incorporated herein
by reference.