AMENDED AND RESTATED TAX SHARING AGREEMENT BETWEEN FORD MOTOR COMPANY AND FORD MOTOR CREDIT COMPANY

AMENDED AND RESTATED

TAX SHARING AGREEMENT

BETWEEN FORD MOTOR COMPANY AND

FORD MOTOR CREDIT COMPANY

THIS TAX SHARING AGREEMENT (this “Agreement”) dated December 12, 2006, is made and entered into by Ford Motor Company (“Ford”), a Delaware corporation, and Ford Motor Credit Company (“Ford Credit”), a Delaware corporation.

RECITALS

WHEREAS, Ford is the common parent corporation of an affiliated group of corporations within the meaning of Section 1504(a) of the Internal Revenue Code of 1986, as amended (the “Code”) and of combined groups as defined under similar laws of other jurisdictions and Ford Credit is a member of such groups; and

WHEREAS, the groups of which Ford is the common parent and Ford Credit is a member file or intend to file Consolidated Returns and Combined Returns; and

WHEREAS, Ford and Ford Credit desire to provide for the allocation of liabilities and procedures to be followed with respect to certain tax matters arising on and after January 1, 2006.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Section 1.   Definitions

1.1.  “Adjusted Tax Asset Balance” means Ford Credit's aggregate Tax Assets adjusted to reflect only the portion of such assets that Ford determines to have resulted in an actual cash tax benefit to the Ford Group.

1.2.  “Audit” includes any audit, assessment of Taxes, other examination by any Tax Authority, proceeding, or appeal of such proceeding relating to Taxes, whether administrative or judicial.

1.3.   “Combined   Group” means, for each Non-Federal Combined Tax, the group of corporations or other entities that files the Combined Return.

1.4.  “Combined Return” means any Tax Return with respect to Non-Federal Taxes filed on a consolidated, combined (including nexus combination, worldwide combination, domestic combination, line of business combination or any other form of combination) or unitary basis wherein Ford Credit joins in the filing of such Tax Return (for any taxable period or portion thereof) with Ford or one or more Ford Affiliates.

1.5.  “Consolidated Group” means an affiliated group of corporations within the meaning of Section 1504(a) of the Code of which Ford is the common parent and that files a consolidated return.

1.6.  “Consolidated Return” means any Tax Return with respect to Federal Income Taxes filed on a consolidated basis wherein Ford Credit joins in the filing of such Tax Return (for any taxable period or portion thereof) with Ford or one or more Ford Affiliates.

1.7.   “Contingent Tax Liability" means Ford's estimate of an expected Redetermination Amount.

1.8.  “Estimated Tax Installment Date” means the installment due dates prescribed in Section 6655(c) of the Code (presently April 15, June 15 , September 15 and December 15).

1.9.   “Federal Income Tax” means any tax imposed under Subtitle A of the Code (including the taxes imposed by Sections 11, 55, 59A, and 1201(a) of the Code) and any other income based United States Federal Tax which is hereinafter imposed upon corporations.

1.10.  “Federal Tax” means any Tax imposed or required to be withheld by any Tax Authority of the United States.

1.11.   “Final Determination” means any of (a) the final resolution of any Tax (or other matter) for a taxable period that, under applicable law, is not subject to further appeal, review or modification through proceedings or otherwise, including (1) by the expiration of a statute of limitations (giving effect to any extension, waiver or mitigation thereof) or a period for the filing of claims for   refunds, amending Tax Returns, appealing from adverse determinations, or recovering any refund (including by offset), (2) by a decision, judgment, decree, or other order by a court of competent jurisdiction, which has become final and unappealable, (3) by a closing agreement or an accepted offer in compromise under Section 7121 or 7122 of the Code, or comparable agreements under laws of other jurisdictions, (4) by execution of an Internal Revenue Service Form 870AD, or by a comparable form under the laws of other jurisdictions (excluding, however, with respect to a particular Tax Item for a particular taxable period any such form that reserves (whether by its terms or by operation of law) the right of the taxpayer to file a claim for refund and/or the right of the Taxing Authority to assert a further deficiency with respect to such Tax Item for such period), or (5) by any allowance of a refund or credit, but only after the expiration of all periods during which such refund or credit may be recovered (including by way of offset) or (b) the payment of Tax by any member of the Consolidated Group or Combined Group with respect to any Tax Item disallowed or adjusted by a Taxing Authority provided that Ford determines that no action should be taken to recoup such payment.

1.12.   “Ford Credit Combined Tax Liability” means, with respect to any taxable period, Ford Credit's liability for Non-Federal Combined Taxes as determined under Section 3.3 of this Agreement.

1.13.  “Ford Credit Federal Income Tax Liability” means, with respect to any taxable period, Ford Credit's liability for Federal Income Taxes as determined under Section 3.2 of this Agreement.

1.14.  “Ford Affiliate” means any corporation or other entity directly or indirectly controlled by Ford, but excluding Ford Credit.

1.15.  “Ford Group” means the affiliated group of corporations as defined in Section

1504(a) of the Code, or similar group of entities as defined under corresponding provisions of the laws of other jurisdictions, of which Ford is the common parent, and any corporation or other entity which may be, may have been or may become a member of such group from time to time, but excluding Ford Credit.

1.16.  “Non-Federal Combined Tax” means any Non-Federal Tax with respect to which a Combined Return is filed.

1.17.  “Non-Federal Separate Tax” means any Non-Federal Tax other than a Non-Federal Combined Tax.

1.18 .   “Non-Federal Tax” means any Tax other than a Federal Tax.

1.19.  “Pro Forma Ford Credit Combined Return” means a pro forma Non-Federal Combined Tax return or other schedule prepared pursuant to Section 3.3 of this Agreement.

1.20.  “Pro Forma Ford Credit Federal Return” means a pro forma Federal Income Tax return or other schedule prepared pursuant to Section 3.2 of this Agreement.

1.21. “Redetermination Amount” means, with respect to any Tax for any taxable period, the amount determined under Section 4.7 of this Agreement.

1.22.  “Tax” means any charges, fees, levies, imposts, duties, or other assessments of a similar nature, including income, alternative or add-on minimum, gross receipts, profits, lease, service, service use, wage, wage withholding, employment, workers compensation, business occupation, occupation, premiums, environmental, estimated, excise, employment, sales, use, transfer, license, payroll, franchise, severance, stamp, collection, windfall profits, withholding, social security, unemployment, disability, ad valorem, highway use, commercial rent, capital stock, paid up capital, recording, registration, property, real property gains, value added, business license, customs duties, or other tax or governmental fee of any kind whatsoever, imposed or required to be withheld by any Tax Authority.

1.23.  “Tax Asset” means any Tax Item that could reduce a Tax, including a net operating loss, net capital loss, investment tax credit, foreign tax credit, charitable deduction or credit related to alternative minimum tax.

1.24.  “Tax Authority” means any governmental authority or any subdivision, agency, commission or authority thereof or any quasi-governmental or private body having jurisdiction over the assessment, determination, collection or Imposition of any Tax (including the Internal Revenue Service).

1.25.  "Tax Item” means any item of income, gain, loss, deduction or credit, or other attribute than may have the effect of increasing or decreasing any Tax.

1.26.  “Tax Return” means any return, report, schedule, certificate, form or similar statement or document (including any related or supporting information or schedule attached thereto and any information return, amended tax return, claim for refund or declaration of estimated tax) required to be supplied to, or flied with, a Tax Authority in connection with the determination, assessment or collection of any Tax or the administration of any laws, regulations or administrative requirements relating to any Tax.

Section 2. In General

2.1.   Preparation and Filing of Tax   Returns. Ford shall have the sole and exclusive responsibility for the preparation and filing of all Consolidated Returns and all Combined Returns. Ford shall have the exclusive right, in its sole discretion, with respect to any such Tax Return to determine (a) the manner in which such Tax Return shall be prepared and filed, including the elections, methods of accounting, positions, conventions and principles of taxation to be used and the manner in which any Tax Item shall be reported, (b) whether any extensions may be requested, (c) the elections that will be made by Ford, any Ford Affiliate and Ford Credit in such Tax Return, (d) whether any amended Tax Returns shall be flied, (e) whether any claims for refund shall be made, (f) whether any refunds shall be paid by way of refund or credited against any liability for the related Tax, and (g) whether to retain outside specialists to prepare such Tax Return, whom to retain for such p