Exhibit 24
FORD MOTOR COMPANY
Certificate of Assistant Secretary
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The undersigned, Peter Sherry, Jr., an Assistant Secretary of FORD MOTOR
COMPANY, a Delaware corporation (the "Company"), DOES HEREBY CERTIFY that the
following resolutions were adopted at a meeting of the Board of Directors of the
Company duly called and held on March 12, 2003, adjourned, and then reconvened
on March 13, 2003, and that the same are in full force and effect:
WHEREAS, pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of
2002, on March 12, 2003, William Clay Ford, Jr., Chairman of the Board of
Directors and Chief Executive Officer of the Company, and Allan D. Gilmour, Vice
Chairman and Chief Financial Officer of the Company, each executed
certifications with respect to the Company's Annual Report on Form 10-K for the
year ended December 31, 2002 (the "10-K Report"), which certifications are set
forth in the 10-K Report; and
WHEREAS, such certifications were made, in part, on reliance of the
assurances given by the Company's Disclosure Committee, co-chaired by Donat R.
Leclair, Vice President and Controller of the Company, and Dennis E. Ross, Vice
President and General Counsel of the Company, which committee is responsible for
the preparation of the Company's annual and quarterly reports.
NOW, THEREFORE, BE IT:
RESOLVED, That the draft 10-K Report presented to this meeting to be
filed with the Securities and Exchange Commission (the "Commission") under the
Securities Exchange Act of 1934, as amended, be and hereby is in all respects
authorized and 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, the 10-K Report, and any and all amendments thereto, with such
changes 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 the 10-K Report and any such amendments, so executed, to be
filed with the Commission.
RESOLVED, That each officer and director who may be required to sign and
execute the 10-K Report or any amendment thereto or document in connection
therewith (whether in the name and 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 D. R. Leclair, D. E. Ross, P. J. Sherry, Jr., L. J.
Ghilardi and D. J. Cropsey, and 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 the 10-K Report and any and all amendments thereto and documents
in connection therewith, and to file the same with the 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 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.
WITNESS my hand as of this 13th day of March, 2003.
/s/Peter Sherry, Jr.
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Peter Sherry, Jr.
Assistant Secretary
(SEAL)
POWER OF ATTORNEY WITH RESPECT TO
ANNUAL REPORT OF FORD MOTOR COMPANY ON
FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2002
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Each of the undersigned, a director or officer of FORD MOTOR COMPANY,
appoints each of D. R. Leclair, D. E. Ross, P. J. Sherry, Jr., L. J. Ghilardi
and D. J. Cropsey 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 FORD MOTOR COMPANY to
comply with the Securities Exchange Act of 1934, and any requirements of the
Securities and Exchange Commission, in connection with the Annual Report of FORD
MOTOR COMPANY on Form 10-K for the year ended December 31, 2002 and any and all
amendments thereto, as authorized at a meeting of the Board of Directors of FORD
MOTOR COMPANY duly called and held on March 12, 2003, adjourned, and then
reconvened on March 13, 2003, including, but not limited to, power and authority
to sign his or her name (whether on behalf of FORD MOTOR COMPANY, or as a
director or officer of FORD MOTOR COMPANY, or by attesting the seal of FORD
MOTOR COMPANY, or otherwise) to such instruments and to such Annual Report and
any amendments thereto, and to file them with the Securities and Exchange
Commission. 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 13th day of
March, 2003.
/s/William Clay Ford, Jr. /s/Nicholas V. Scheele
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(William Clay Ford, Jr.) (Nicholas V. Scheele)
/s/John R. H. Bond /s/Edsel B. Ford II
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(John R. H. Bond) (Edsel B. Ford II)
/s/ William Clay Ford /s/Irvine O. Hockaday, Jr.
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(William Clay Ford) (Irvine O. Hockaday, Jr.)
/s/Marie-Josee Kravis /s/Richard A. Manoogian
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(Marie-Josee Kravis) (Richard A. Manoogian)
/s/Ellen R. Marram /s/Homer A. Neal
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(Ellen R. Marram) (Homer A. Neal)
/s/Jorma Ollila /s/Carl E. Reichardt
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(Jorma Ollila) (Carl E. Reichardt)
/s/Robert E. Rubin /s/John L. Thornton
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(Robert E. Rubin) (John L. Thornton)
/s/Allan D. Gilmour /s/Donat R. Leclair
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(Allan D. Gilmour) (Donat R. Leclair)