EXHIBIT 24
FORD MOTOR COMPANY
CERTIFICATE OF AN ASSISTANT SECRETARY
The undersigned, Kathryn S. Lamping, an Assistant Secretary of Ford
Motor Company, a Delaware corporation (the "Company"), DOES HEREBY CERTIFY THAT
the resolutions attached as Attachment A hereto are true and correct copies of
the resolutions excerpted from the minutes of proceedings of the Board of
Directors of the Company; such resolutions were duly adopted by the Board of
Directors of the Company at a meeting held on April 11, 2001; and such
resolutions are in full force and effect on the date hereof.
WITNESS my hand and the seal of the Company this 7th day of December,
2001.
/s/ Kathryn S. Lamping
-----------------------
Kathryn S. Lamping
Assistant Secretary
[SEAL]
Attachment A
FORD MOTOR COMPANY
Excerpts from the Minutes of a Meeting of the
Board of Directors of the Company
Held on April 11, 2001
RESOLUTIONS RELATING TO THE REGISTRATION OF SECURITIES,
THE LISTING OF SECURITIES ON STOCK EXCHANGES
AND RELATED MATTERS
RESOLVED, That the Company be and hereby is authorized to
register with the Securities and Exchange Commission (the "Commission") pursuant
to the United States Securities Act of 1933, as amended (the "Act"), or with any
other governmental or regulatory agency or authority ("Other Commission")
pursuant to the applicable laws of any other jurisdiction, Debt Securities,
Lease Securities, guarantees to be executed and delivered on behalf of the
Company (the "Guarantees") in connection with the offering or offerings from
time to time of debt securities issued by any Company subsidiary, consisting of
notes, debentures, warrants or other securities, or any combination thereof, and
other securities which may be issued by the Company, including, without
limitation, subordinated debt securities, preferred stock and related depositary
shares, common stock, and warrants to purchase any of the foregoing ("Other
Securities") (such Debt Securities, Lease Securities, Guarantees and Other
Securities are collectively referred to as "Securities").
RESOLVED, That the preparation by the Company of one or more
Registration Statements on Form S-3 or such other form as may be appropriate
covering the Securities, including prospectuses, exhibits and other documents,
to be filed with the Commission or Other Commission for the purpose of
registering the offer and sale of the Securities, be and it hereby is in all
respects approved; that the directors and appropriate officers of the Company,
and each of them, be and hereby are authorized to sign and execute in their own
behalf, or in the name and on behalf of the Company, or both, as the case may
be, any such Registration Statement, with such changes, if any, therein,
including amendments to the prospectus and the addition or amendment of exhibits
and other documents relating thereto or required by law or regulation in
connection therewith, all in such form as such directors and officers may deem
necessary, appropriate or desirable, as conclusively evidenced by their
execution thereof, and that the appropriate officers of the Company, and each of
them, be and hereby are authorized to cause any such Registration Statement, so
executed, to be filed with the Commission or Other Commission; and, prior to the
effective date of any such Registration Statement and if the General Counsel or
Secretary deems it advisable, the appropriate officers of the Company are
directed to use their best efforts to furnish each director and each officer
signing such Registration Statement with a copy of such Registration Statement,
and if, prior to the effective date of any such Registration Statement, material
changes therein or material additions thereto are proposed to be made, other
than changes and additions of a type authorized under these resolutions to be
approved by officers of the Company, and if the General Counsel or Secretary
deems it advisable, the appropriate officers of the Company are directed to use
their best efforts to furnish each director, and each officer signing any such
Registration Statement, with a copy of such Registration Statement and each
amendment thereto as filed with the Commission or Other Commission, or a
description of such changes or additions, or a combination thereof, in as
complete and final form as practicable and in sufficient time to permit each
director and each such officer so desiring to object to any part of any such
Registration Statement before it becomes effective.
RESOLVED, That the directors and appropriate officers of the
Company, and each of them, be and hereby are authorized to sign and execute in
their own behalf, or in the name and on behalf of the Company, or both, as the
case may be, any and all amendments (including post-effective amendments) to any
Registration Statement, including amendments to the prospectus and the addition
or amendment of exhibits and other documents relating thereto or required by law
or regulation in connection therewith, all in such form, with such changes, if
any, therein, as such directors and officers may deem necessary, appropriate or
desirable, as conclusively evidenced by their execution thereof, and that the
appropriate officers of the Company, and each of them, be and hereby are
authorized to cause such amendment or amendments, so executed, to be filed with
the Commission or Other Commission; and if, prior to the effective date of each
such post-effective amendment, material changes or material additions are
proposed to be made in or to any such Registration Statement or any amendment
thereto in the form in which it most recently became effective, other than
changes and additions of a type authorized under these resolutions to be
approved by officers of the Company, and if the General Counsel or Secretary
deems it advisable, the appropriate officers of the Company are directed to use
their best efforts to furnish each director, and each officer signing such
post-effective amendment, with a copy of such post-effective amendment or a
description of all material changes or additions therein, or a combination
thereof, in as complete and final form as practicable and in sufficient time to
permit each director and each such officer so desiring to object to any part of
such post-effective amendment before it becomes effective.
RESOLVED, That each officer and director who may be required
to sign and execute any such Registration Statement or any amendment thereto or
document in connection therewith (whether on behalf of the Company, or as an
officer or director of the Company, or otherwise), be and hereby is authorized
to execute a power of attorney appointing P. J. Sherry, Jr., L. J. Ghilardi,
K. S. Lamping, J. F. Zaremba, D. J. Cropsey, and E. J. Lukas, each of them,
severally, his or her true and lawful attorney or attorneys to sign in his or
her name, place and stead in any such capacity any such Registration Statement
and any and all amendments (including post-effective amendments) thereto and
documents in connection therewith, and to file the same with the Commission or
Other Commission, each of said attorneys to have power to act with or without
the other, and to have full power and authority to do and perform, in the name
and on behalf of each of said officers and directors who shall have executed
such a power of attorney, every act whatsoever which such attorneys, or any of
them, may deem necessary, appropriate or desirable to be done in connection
therewith as fully and to all intents and purposes as such officers or directors
might or could do in person.
RESOLVED, That the President and Chief Executive Officer, any
Vice Chairman, any Executive Vice President, any Group Vice President, any Vice
President, the Secretary, any Assistant Secretary, the Treasurer and any
Assistant Treasurer, and each of them, be and hereby are authorized in the name
and on behalf of the Company to take any and all action which such persons, or
any of them, may deem necessary, appropriate or desirable in order to obtain a
permit, register or qualify the Securities for issuance and sale or to request
an exemption from registration of the Securities or to register or obtain a
license for the Company as a dealer or broker under the securities laws of such
of the states of the United States of America or any foreign jurisdiction as
such persons, or any of them, may deem necessary, appropriate or desirable, and
in connection with such registrations, permits, licenses, qualifications and
exemptions to execute, acknowledge, verify, deliver, file and publish all such
applications, reports, resolutions, irrevocable consents to service of process,
powers of attorney and other papers and instruments as may be required under
such laws, and to take any and all further action which such persons, or any of
them, may deem necessary, appropriate or desirable in order to maintain such
registrations in effect for as long as such persons, or any of
them, may deem to be in the best interests of the Company.
RESOLVED, That the President and Chief Executive Officer, any
Vice Chairman, any Executive Vice President, any Group Vice President, any Vice
President, the Secretary, any Assistant Secretary, the Treasurer and any
Assistant Treasurer, and each of them, be and hereby are authorized to designate
any licensed California broker-dealer as the Company's attorney-in-fact for the
purpose of executing and filing one or more applications and amendments thereto
on behalf of the Company, under applicable provisions of the California
Corporate Securities Law of 1968, for the registration or qualification of part
or all of the Securities (whether or not subordinated) for offering and sale in
the State of California.
RESOLVED, That any and all haec verba resolutions which may be
required by the Blue Sky or securities laws of any state in which the Company
intends to offer to sell the Securities be, and they hereby are, adopted; that
the proper officers of the Company be, and they hereby are, authorized to
certify that such resolutions were duly adopted at this meeting; and that the
Secretary of the Company shall cause a copy of each resolution so certified to
be attached to the minutes of this meeting.
* * *
RESOLVED, That the appropriate officers of the Company, and
each of them, be and hereby are authorized on behalf of the Company to take such
action as such officers, or any of them, may deem necessary, appropriate or
desirable to make application for the listing on the New York Stock Exchange,
Inc. or any other Stock Exchange of the Securities and that the President and
Chief Executive Officer, any Vice Chairman, any Executive Vice President, any
Group Vice President, any Vice President, the Secretary, any Assistant
Secretary, the Treasurer and any Assistant Treasurer, and each of them, be and
hereby are designated a representative of the Company to appear before the
Corporate Services Division or other appropriate body of any such Exchange and
take all such other steps as such persons, or any of them, may deem necessary,
appropriate or desirable to effect such listing.
RESOLVED, That each officer and director who may be required
to sign and execute any such listing application or any amendment thereto or
document in connection therewith (whether on behalf of the Company, or as an
officer or director of the Company, or otherwise), be and hereby is authorized
to execute a power of attorney appointing P. J. Sherry, Jr., L. J. Ghilardi,
K. S. Lamping, J. F. Zaremba, D. J. Cropsey, and E. J. Lukas, each of them,
severally, his or her true and lawful attorney or attorneys to sign in his or
her name, place and stead in any such capacity any such listing application and
any and all amendments (including post-effective amendments) thereto and
documents in connection therewith, and to file the same with the applicable
Stock Exchange, each of said attorneys to have power to act with or without the
other, and to have full power and authority to do and perform, in the name and
on behalf of each of said officers and directors who shall have executed such a
power of attorney, every act whatsoever which such attorneys, or any of them,
may deem necessary, appropriate or desirable to be done in connection therewith
as fully and to all intents and purposes as such officers or directors might or
could do in person.
RESOLVED, That the President and Chief Executive Officer, any
Vice Chairman, any Executive Vice President, any Group Vice President, any Vice
President, the Secretary, any Assistant Secretary, the Treasurer and any
Assistant Treasurer, and each of them, be and hereby are authorized to execute
and file with the Commission and the New York Stock Exchange, Inc., or any other
Stock Exchange, in the name and on behalf of the Company, one
or more Registration Statements, on Form 8-A or such other form as may be
appropriate, including any and all exhibits and other documents relating
thereto, for the registration under the Securities Exchange Act of 1934, as
amended, of the Securities and any and all amendments to such Registration
Statements, in such forms as the person or persons executing the same may deem
necessary, appropriate or desirable, as conclusively evidenced by his, her or
their execution thereof.
RESOLVED, That, in connection with each application of the
Company to the New York Stock Exchange, Inc., or any other Stock Exchange, for
the listing on such Exchange of the Securities, the Company enter into an
agreement providing for the indemnification by the Company of the New York Stock
Exchange, Inc., or any other Stock Exchange, its governors, officers, employees
and its subsidiary companies and innocent purchasers for value of the Securities
or any one or more of them, as the case may be, from and against losses,
liabilities, claims, damages or accidents in connection with the use of
facsimile signatures on the Securities; and that the President and Chief
Executive Officer, any Vice Chairman, any Executive Vice President, any Group
Vice President, any Vice President, the Secretary, any Assistant Secretary, the
Treasurer and any Assistant Treasurer, and each of them, be and hereby are
authorized in the name and on behalf of the Company and under its corporate seal
to execute and deliver to the New York Stock Exchange, Inc., or any other Stock
Exchange, the aforesaid indemnification agreement in such form as the person or
persons executing the same may deem necessary, appropriate or desirable, as
conclusively evidenced by his, her or their execution thereof.
RESOLVED, That the Company be and hereby is authorized to
enter into one or more indentures and supplements thereto, each with a bank or
trust company as Trustee (the "Indentures"), providing for the issuance of the
Securities and that the President and Chief Executive Officer, any Vice
Chairman, any Executive Vice President, any Group Vice President, any Vice
President, the Secretary, any Assistant Secretary, the Treasurer and any
Assistant Treasurer, and each of them, be and hereby are authorized, in the name
and on behalf of the Company, (i) to select such trustee or trustees and (ii) to
execute, acknowledge and deliver the Indentures and supplements thereto, under
the seal of the Company, attested by the Secretary or any Assistant Secretary,
containing such terms and provisions as the officer or officers executing such
Indentures or supplements thereto may deem necessary, appropriate or desirable,
as conclusively evidenced by his, her or their execution thereof.
RESOLVED, That the President and Chief Executive Officer, any
Vice Chairman, any Executive Vice President, any Group Vice President, any Vice
President, the Treasurer, or any Assistant Treasurer, and the Secretary or any
Assistant Secretary, be and hereby are authorized, in the name and on behalf of
the Company and under its corporate seal (which may be a facsimile of such
seal), to execute (by manual or facsimile signature) Securities (and, in
addition, Securities to replace any of the Securities which are lost, stolen,
mutilated or destroyed and Securities required for exchange, substitution or
transfer, all as provided in the respective Indentures, or supplements thereto),
in fully registered form in substantially the forms of Securities to be set
forth in the respective Indentures, or supplements thereto, with such changes
therein and additions thereto as the officer or officers executing the
Securities may deem necessary, appropriate or desirable, as conclusively
evidenced by his, her or their execution thereof.
RESOLVED, That the President and Chief Executive Officer, any
Vice Chairman,
any Executive Vice President, any Group Vice President, any Vice President, the
Secretary, any Assistant Secretary, the Treasurer and any Assistant Treasurer,
and each of them, be and hereby are authorized to appoint one or more paying
agents, registrars, issuing agents, transfer agents, warrant agents and other
agents and functionaries, and to execute and deliver, in the name and on behalf
of the Company, any agreement, instrument or document relating to any such
appointment, for the purpose of, among other things, issuing or countersigning,
making transfers of, or registering the certificates representing the
Securities; implementing or acting in connection with any auction or remarketing
procedures applicable to the Securities; or implementing and giving effect to
the provisions of the Indentures and supplements thereto or the Securities in
the forms in which they shall be executed and delivered pursuant to the
foregoing resolutions; provided, however, that the Company may at any time elect
to act in any such capacity itself.
RESOLVED, That the Company be and hereby is authorized to
enter into one or more underwriting agreements, including pricing agreements
pursuant thereto, or other letters, agreements, documents and other writings
necessary, appropriate or desirable in order to facilitate the issuance and sale
of securities, with any underwriter or underwriters designated by the proper
officers of the Company, or between the Company and any other persons, including
securities brokers and dealers, or any firm, institution or partnership acting
on behalf of themselves or itself and the several underwriters (such
underwriting and other agreements and documents being herein collectively called
the "Underwriting Agreements"), and that, when such Underwriting Agreements or
pricing agreements pursuant thereto, or any of them, have been completed to set
forth the prices at and terms and conditions upon which the Securities are to be
sold and the compensation to be received by the underwriters (such matters first
having been presented to and approved by the Chief Executive Officer, the Chief
Financial Officer, or the Treasurer), the President and Chief Executive Officer,
any Vice Chairman, any Executive Vice President, any Group Vice President, any
Vice President, the Secretary, any Assistant Secretary, the Treasurer and any
Assistant Treasurer, and each of them, be and hereby are authorized to execute
and deliver, in the name and on behalf of the Company, the respective
Underwriting Agreements and pricing agreements pursuant thereto, with the
inclusion of such underwriters and containing such other terms and provisions as
the officer or officers executing the same may deem necessary, appropriate or
desirable, as conclusively evidenced by his, her or their execution thereof.
RESOLVED, That the Company be and hereby is authorized to
enter into one or more Sales Agency Agreements, Purchase Agreements and other
Agreements with any placement agent or agents designated by the proper officers
of the Company, including securities brokers and dealers, and each of them,
providing for the sale of the Securities by such placement agent or agents, and
each of them, on a "best efforts" basis, and/or for the purchase from time to
time by such placement agent or agents, and each of them, of Securities, as
principal, and that when such Agreements have been completed to set forth the
terms and conditions on which the Securities are to be sold (such matters first
having been presented to and approved by the Chief Executive Officer, the Chief
Financial Officer, or the Treasurer), the President and Chief Executive Officer,
any Vice Chairman, any Executive Vice President, any Group Vice President, any
Vice President, the Secretary, any Assistant Secretary, the Treasurer and any
Assistant Treasurer, and each of them, be and hereby are authorized to execute
and deliver, in the name and on behalf of the Company, such Sales Agency
Agreements, Purchase Agreements and other Agreements with such placement agent
or agents, and each of them, containing such other terms and provisions as the
officer or officers executing the same may deem necessary, appropriate or
desirable, as conclusively
evidenced by his, her or their execution thereof.
RESOLVED, That the Company be and hereby is authorized to
enter into one or more delayed delivery contracts ("Delayed Delivery Contracts")
between the Company and institutional or other investors providing for the sale
of Securities at any time, and that, when such Delayed Delivery Contracts have
been completed to set forth the respective prices, terms and conditions on which
the Securities are to be sold (such matters first having been presented to and
approved by the Chief Executive Officer, the Chief Financial Officer, or the
Treasurer), the President and Chief Executive Officer, any Vice Chairman, any
Executive Vice President, any Group Vice President, any Vice President, the
Secretary, any Assistant Secretary, the Treasurer and any Assistant Treasurer,
and each of them, be and hereby are authorized to execute and deliver in the
name and on behalf of the Company one or more Delayed Delivery Contracts, with
such changes therein and additions thereto as the officer or officers executing
the same may deem necessary, appropriate or desirable, as conclusively evidenced
by his, her or their execution thereof.
RESOLVED, That, subject to the right of the Board of Directors
to rescind or modify the dividends to be declared and payable on any dividend
payment date with respect to any shares of Securities which are equity
securities ("Equity Securities"), the dividend rate of which is determined
pursuant to a formula or procedure ("Variable Equity Securities"), there shall
be deemed to be declared, and be declared, with respect to each dividend period
thereof (any such declaration to be effective on the declaration date applicable
to such dividend period, without further action of the Board of Directors), a
dividend on each of the outstanding shares of Variable Equity Securities to
which such dividend period relates at the dividend rate per annum (as determined
in accordance with the Certificate of Designations) that may be payable with
respect to such shares, payable on the dividend payment date for such dividend
period to the holders of such shares of Variable Equity Securities as such
holders appear on the stock transfer books of the Company on the related record
date, all determined in accordance with the Certificate of Designations;
provided that any such declaration shall not be effective with respect to any
dividend on any such dividend payment date, unless the Chief Financial Officer,
Treasurer or any Assistant Treasurer of the Company shall have prepared and
delivered to the Secretary of the Company for filing in the minutes of the Board
of Directors, on or before the declaration date with respect to such dividend
period, a certificate in which such officer certifies that, based upon the most
recent financial statements of the Company, as of such declaration date, the
Company had either (i) net profits for the calendar year in which such
declaration date falls and/or the preceding calendar year or (ii) surplus (as
defined and computed under Sections 154 and 244 of the Delaware General
Corporation Law) in an amount sufficient to pay such dividend.
RESOLVED, That the Company be and hereby is authorized to
enter into one or more deposit agreements and one or more supplements thereto,
each with a bank or trust company as depositary ("Deposit Agreements"),
providing for the deposit of Equity Securities, the issuance of the depositary
shares ("Depositary Shares") and other matters relating thereto, and that the
President and Chief Executive Officer; any Vice Chairman; any Executive Vice
President; any Group Vice President, any Vice President, the Secretary, any
Assistant Secretary, the Treasurer and any Assistant Treasurer, and each of
them, be and hereby are authorized, in the name and on behalf of the Company,
(i) to select such depositary or depositaries and (ii) to execute, acknowledge
and deliver Deposit Agreements and supplements thereto, whether or not under the
seal of the Company, and whether or not attested by the Secretary or any
Assistant Secretary, containing such terms and provisions as the officer or
officers executing such Deposit Agreements or supplements thereto may deem
necessary,
appropriate or desirable, as conclusively evidenced by his, her or their
execution thereof.
RESOLVED, That, when shares of Equity Securities and, if such
shares of Equity Securities are represented by Depositary Shares, the Depositary
Shares shall be issued, sold and delivered in accordance with the terms of any
Deposit Agreement and any Underwriting Agreement or Purchase Agreement, such
shares of Equity Securities shall be, and are hereby declared to be, fully-paid
and non-assessable shares of Equity Securities of the Company and not liable to
any further calls or assessments thereon, and the holders thereof shall not be
liable for any further payment in respect thereof.
RESOLVED, That, upon the issuance and sale of the Equity
Securities and any Depositary Shares in accordance with the foregoing
resolutions, an amount equal to the par value of the Equity Securities so issued
shall be credited to the capital stock account of the Company.
RESOLVED, That the President and Chief Executive Officer, any
Vice Chairman, any Executive Vice President, any Group Vice President, any Vice
President, the Treasurer and any Assistant Treasurer, and each of them, be and
hereby are authorized in the name and on behalf of the Company to purchase, or
arrange for the purchase of, Securities in connection with any sinking fund
under the provisions of any of the Indentures or supplements thereto.
RESOLVED, That the appropriate officers of the Company, and
each of them, be and hereby are authorized and empowered, in the name and on
behalf of the Company, to take any action (including, without limitation, (i)
the appointment of Registrars, Issuing Agents, Paying Agents and other agents
and (ii) the payment of expenses) and to execute (by manual or facsimile
signature) and deliver any and all agreement, certificates, instruments and
other documents (under the corporate seal of the Company or otherwise) that such
officer or officers may deem necessary, appropriate or desirable to carry out
the purposes and intents of each and all of the foregoing resolutions.
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENTS AND LISTING APPLICATIONS
COVERING COMMON STOCK, DEBT SECURITIES,
LEASE SECURITIES, GUARANTEES AND OTHER SECURITIES
ISSUED BY FORD MOTOR COMPANY
Each of the undersigned, a director, officer or employee of FORD MOTOR
COMPANY (the "Company"), appoints each of P. J. Sherry, Jr., L. J. Ghilardi, K.
S. Lamping, J. F. Zaremba, D. J. Cropsey, and E. J. Lukas his or her true and
lawful attorney and agent to do any and all acts and things and execute any and
all instruments which the attorney and agent may deem necessary or advisable in
order to enable the Company to (i) register the above-captioned securities for
issuance and sale under, and otherwise to comply with, the United States
Securities Act of 1933, as amended, or any other applicable law, and any
requirements of the United States Securities and Exchange Commission or any
other applicable governmental or regulatory agency or authority in respect
thereof, including, but not limited to, power and authority to sign his or her
name (whether on behalf of the Company or otherwise) to one or more Registration
Statements, any amendments thereto and any of the exhibits, financial
statements, schedules or prospectuses filed therewith, and to file them with
such Commission, agency or authority, and (ii) list the above-captioned
securities with any stock exchange, including, but not limited to, power and
authority to sign his or her name (whether on behalf of the Company or
otherwise) to one or more listing applications, any amendments thereto and any
of the exhibits, financial statements or schedules filed therewith, and to file
them with any such stock exchange, in each case, all as authorized at a meeting
of the Board of Directors of the Company held on April 11, 2001, adjourned, and
reconvened on April 12, 2001. Each of the undersigned ratifies and confirms all
that any of the attorneys and agents shall do or cause to be done by virtue
hereof. Any one of the attorneys and agents shall have, and may exercise, all
the powers conferred by this instrument.
Each of the undersigned has signed his or her name as of the 12th of
April, 2001.
/s/ William Clay Ford, Jr. /s/ Jacques Nasser
--------------------------- -------------------------------
William Clay Ford, Jr. Jacques Nasser
/s/ John R. H. Bond /s/ Michael D. Dingman
--------------------------- -------------------------------
John R. H. Bond Michael D. Dingman
/s/ Edsel B. Ford II /s/ William Clay Ford
--------------------------- -------------------------------
Edsel B. Ford II William Clay Ford
- 2 -
/s/ Irvine O. Hockaday, Jr. /s/ Marie-Josee Kravis
--------------------------- -------------------------------
Irvine O. Hockaday, Jr. Marie-Josee Kravis
/s/ Ellen R. Marram /s/ Homer A. Neal
--------------------------- -------------------------------
Ellen R. Marram Homer A. Neal
/s/ Jorma Ollila /s/ Carl E. Reichardt
--------------------------- -------------------------------
Jorma Ollila Carl E. Reichardt
/s/ Robert E. Rubin /s/ John L. Thornton
--------------------------- -------------------------------
Robert E. Rubin John L. Thornton
/s/ Henry D. G. Wallace /s/ Lloyd E. Hansen
--------------------------- -------------------------------
Henry D. G. Wallace Lloyd E. Hansen
---------------
POWER OF ATTORNEY
WITH RESPECT TO REGISTRATION STATEMENTS
COVERING COMMON STOCK, DEBT SECURITIES, LEASE SECURITIES,
GUARANTEES AND OTHER SECURITIES ISSUED BY FORD MOTOR COMPANY
The undersigned, an officer of FORD MOTOR COMPANY (the "Company"),
appoints each of P. J. Sherry, Jr., L. J. Ghilardi, K. S. Lamping, J. F.
Zaremba, D. J. Cropsey, and E. J. Lukas his true and lawful attorney and agent
to do any and all acts and things and execute any and all instruments which the
attorney and agent may deem necessary or advisable in order to enable the
Company to register the above-captioned securities for issuance and sale under,
and otherwise to comply with, the Securities Act of 1933 and any requirements of
the Securities and Exchange Commission (the "Commission") in respect thereof,
including but not limited to, power and authority to sign his name (whether on
behalf of the Company, or otherwise) to one or more Registration Statements and
any amendments thereto, or any of the exhibits, financial statements and
schedules, or the prospectuses, filed therewith, and to file them with the
Commission, all as authorized at a meeting of the Board of Directors of the
Company held on April 11, 2001, adjourned, and reconvened on April 12, 2001. The
undersigned ratifies and confirms all that any of the attorneys and agents shall
do or cause to be done by virtue hereof. Any one of the attorneys and agents
shall have, and may exercise, all the powers conferred by this instrument.
The undersigned has signed his name as of the 27th of September, 2001.
/s/ I. Martin Inglis
----------------------
I. Martin Inglis
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENTS AND LISTING APPLICATIONS
COVERING COMMON STOCK, DEBT SECURITIES,
LEASE SECURITIES, GUARANTEES AND OTHER SECURITIES
ISSUED BY FORD MOTOR COMPANY
The undersigned, a director, officer or employee of FORD MOTOR COMPANY
(the "Company"), appoints each of P. J. Sherry, Jr., L. J. Ghilardi, K. S.
Lamping, J. F. Zaremba, D. J. Cropsey, and E. J. Lukas his true and lawful
attorney and agent to do any and all acts and things and execute any and all
instruments which the attorney and agent may deem necessary or advisable in
order to enable the Company to (i) register the above-captioned securities for
issuance and sale under, and otherwise to comply with, the United States
Securities Act of 1933, as amended, or any other applicable law, and any
requirements of the United States Securities and Exchange Commission or any
other applicable governmental or regulatory agency or authority in respect
thereof, including, but not limited to, power and authority to sign his name
(whether on behalf of the Company or otherwise) to one or more Registration
Statements, any amendments thereto and any of the exhibits, financial
statements, schedules or prospectuses filed therewith, and to file them with
such Commission, agency or authority, and (ii) list the above-captioned
securities with any stock exchange, including, but not limited to, power and
authority to sign his name (whether on behalf of the Company or otherwise) to
one or more listing applications, any amendments thereto and any of the
exhibits, financial statements or schedules filed therewith, and to file them
with any such stock exchange, in each case, all as authorized at a meeting of
the Board of Directors of the Company held on April 11, 2001, adjourned, and
reconvened on April 12, 2001. The undersigned ratifies and confirms all that any
of the attorneys and agents shall do or cause to be done by virtue hereof. Any
one of the attorneys and agents shall have, and may exercise, all the powers
conferred by this instrument.
The undersigned has signed his name as of the 5th of December, 2001.
/s/ Donat R. Leclair
--------------------
Donat R. Leclair
------------
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENTS AND LISTING APPLICATIONS
COVERING COMMON STOCK, DEBT SECURITIES,
LEASE SECURITIES, GUARANTEES AND OTHER SECURITIES
ISSUED BY FORD MOTOR COMPANY
The undersigned, a director, officer or employee of FORD MOTOR COMPANY
(the "Company"), appoints each of P. J. Sherry, Jr., L. J. Ghilardi, K. S.
Lamping, J. F. Zaremba, and D. J. Cropsey his true and lawful attorney and agent
to do any and all acts and things and execute any and all instruments which the
attorney and agent may deem necessary or advisable in order to enable the
Company to (i) register the above-captioned securities for issuance and sale
under, and otherwise to comply with, the United States Securities Act of 1933,
as amended, or any other applicable law, and any requirements of the United
States Securities and Exchange Commission or any other applicable governmental
or regulatory agency or authority in respect thereof, including, but not limited
to, power and authority to sign his name (whether on behalf of the Company or
otherwise) to one or more Registration Statements, any amendments thereto and
any of the exhibits, financial statements, schedules or prospectuses filed
therewith, and to file them with such Commission, agency or authority, and (ii)
list the above-captioned securities with any stock exchange, including, but not
limited to, power and authority to sign his name (whether on behalf of the
Company or otherwise) to one or more listing applications, any amendments
thereto and any of the exhibits, financial statements or schedules filed
therewith, and to file them with any such stock exchange, in each case, all as
authorized at a meeting of the Board of Directors of the Company held on April
11, 2001, adjourned, and reconvened on April 12, 2001. The undersigned ratifies
and confirms all that any of the attorneys and agents shall do or cause to be
done by virtue hereof. Any one of the attorneys and agents shall have, and may
exercise, all the powers conferred by this instrument.
The undersigned has signed his name as of the 14th of December, 2001.
/s/ Nicholas V. Scheele
------------------------------------
Nicholas V. Scheele