Exhibit
24.2
FORD
MOTOR COMPANY
Excerpts
from the Minutes of a Meeting
Of the
Board of Directors of the Company
Held on May 7,
2008
RESOLUTIONS
RELATING TO EMPLOYEE PLANS
RESOLVED,
That, in order to comply with the United States Securities Act of 1933, as
amended, or with the applicable laws of any other jurisdiction, the directors
and appropriate officers of the Company 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 Registration Statements and amendments to
Registration Statements relating to the Ford Motor Company Deferred Compensation
Plan, the Ford Motor Company Benefit Equalization Plan, the Ford Motor Company
Savings and Stock Investment Plan for Salaried Employees, the Ford Motor Company
Tax-Efficient Savings Plan for Hourly Employees, the Ford Motor Company 1998
Long-Term Incentive Plan, the Ford Motor Company 2008 Long-Term Incentive Plan,
The Hertz Corporation Long-Term Equity Compensation Plan and such
other employee plans as may be adopted by the Company or any of its subsidiaries
(collectively, the "Employee Plans"), including the Prospectuses and the
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 such Registration Statements and
amendments, so executed, to be filed with the United States Securities and
Exchange Commission (the "Commission") or with any other applicable governmental
or regulatory agency or authority ("Other Commission").
RESOLVED,
That each officer and director who may be required to sign and execute any of
the aforesaid Registration Statements or amendments or any 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, R. T. Biskup, J.
F. Zaremba, and D. J. Cropsey, 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 and all such Registration Statements and amendments, further
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 necessary or
advisable to be done in connection therewith as fully and to all intents and
purposes as such officer or director might or could do in person.
RESOLVED,
That shares of the Company's Common Stock, par value $0.01 per share ("Common
Stock"), and obligations of the Company be and hereby are authorized to be
issued and sold from time to time to satisfy Common Stock requirements and
obligations under the Employee Plans, and when any shares of Common Stock are
issued and paid for in accordance with the Employee Plans they will be fully
paid and non-assessable.
RESOLVED,
That the Company may deliver shares of Common Stock from its treasury to satisfy
Common Stock requirements of the Employee Plans.
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, the payment of expenses and the
purchase and sale of securities to support the Company's obligations under the
Employee Plans) and to execute (by manual or facsimile signature) and deliver
any and all agreements, certificates, instruments and documents (under the
corporate seal of the Company or otherwise) as such officer or officers may deem
necessary, appropriate or desirable in order to carry out the purposes and
intents of each and all of the foregoing resolutions.