Stmnt re By-Laws Amendment

Ford Motor Co 12 February 2004 Letter to RNS Please be informed that on February 12, 2004, the Board of Directors of Ford Motor Company amended the Company's By-Laws. Article IV, Section 5 was amended to provide the Finance Committee with the authority to approve capital expenditures that relate to product programs that are within the Board approved annual product program budget and schedule. Article IV, Section 3 was amended to provide the Compensation Committee with the authority to make recommendations with respect to the Company's management organization, nominations and election of officers, succession plans and the appointment of other employees of the Company. Article IV, Section 6 was amended to focus the responsibilities of the Nominating and Governance Committee with respect to the nominations and elections of directors of the Company. Letter from Ford Motor Company FORD MOTOR COMPANY CERTIFICATE I, Peter J. Sherry, Jr., Secretary of FORD MOTOR COMPANY, a Delaware corporation (the 'Company'), DO HEREBY CERTIFY that the following are true and correct excerpts from the minutes of a meeting of the Board of Directors of the Company duly called and held on February 12, 2004, and that the same are now in full force and effect: RESOLVED, That Article IV, Section 5 of the By-Laws of the Company is amended and restated in its entirety to read as follows: ARTICLE IV COMMITTEES Section 5. Finance Committee. The Finance Committee shall review all aspects of the Company's policies and practices that relate to the management of the financial affairs of the Company, not inconsistent, however, with law or with such specific directions as to the conduct of affairs as shall have been given by the Board of Directors. The Committee shall have the authority to approve capital expenditures related to product programs within the annual product program budget approved by the Board. The Committee shall report periodically to the Board regarding approval of such capital expenditures. The Committee also shall perform such other functions and exercise such other powers as may be delegated to it from time to time by the Board of Directors. From time to time the Committee shall report and make recommendations to the Board of Directors concerning the results of its review and such other matters relating to the foregoing matters as the Committee believes merit consideration by the Board of Directors. RESOLVED, That Article IV, Section 3 of the By-Laws of the Company is amended and restated in its entirety to read as follows: ARTICLE IV COMMITTEES Section 3. Compensation Committee. The Compensation Committee shall fix from time to time the salaries of members of the Board of Directors who are officers or employees of the Company, the President, and of any and all Vice Chairmen of the Company, Executive Vice Presidents, Group Vice Presidents and Vice Presidents of the Company. The Committee from time to time shall consider and make recommendations to the Board of Directors, to the Chairman of the Board of Directors and to the President with respect to the management organization of the Company, the nominations or elections of officers of the Company, senior management succession plans and the appointments of such other employees of the Company as shall be referred to the Committee. It also shall perform such functions as may be delegated to it under the provisions of any bonus, supplemental compensation, special compensation or stock option plan of the Company. RESOLVED, That Article IV, Section 6 of the By-Laws of the Company is amended and restated in its entirety to read as follows: ARTICLE IV COMMITTEES Section 6. Nominating and Governance Committee The Nominating and Governance Committee from time to time shall consider and make recommendations to the Board of Directors and to the Chairman of the Board of Directors with respect to the nominations or elections of directors of the Company. The Committee from time to time shall consider the size, composition, functioning and compensation of the Board of Directors and make recommendations to the Board of Directors with respect to such matters. Prior to the annual meeting of stockholders each year, and prior to any special meeting of stockholders at which a director is to be elected, the Committee shall recommend to the Board of Directors persons proposed to constitute the nominees whose election at such meeting will be recommended by the Board of Directors. The authority vested in the Committee by this section shall not derogate from the power of individual members of the Board of Directors to recommend or place in nomination persons other than those recommended by the Committee. The Committee also shall perform such other functions and exercise such other powers as may be delegated to it from time to time by the Board of Directors. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of the Company this 12th day of February 2004. By Peter J. Sherry, Jr. Secretary This information is provided by RNS The company news service from the London Stock Exchange
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