Common use of Sinking Fund Provisions Clause in Contracts

Sinking Fund Provisions. [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire $ principal amount of Designated Securities on in each of the years through at 100% of their principal amount plus accrued interest] [, together with [cumulative] [non-cumulative] redemptions at the option of the Company to retire an additional $ principal amount of Designated Securities in the years through at 100% of their principal amount plus accrued interest.] [If Designated Securities are Extendable Debt Securities, insert— Extendable Provisions: The Designated Securities are repayable on , at the option of the holder, at their principal amount with accrued interest. The initial annual interest rate will be %, and thereafter the annual interest rate will be adjusted on , , and to a rate not less than % of the effective annual interest rate on obligations with year maturities as of the [interest date 15 days prior to maturity date] prior to such [insert maturity date].] [If Designated Securities are Floating Rate Debt Securities, insert— The initial annual interest rate will be % through [and thereafter will be adjusted [monthly] [on each , , and ] [to an annual rate of % above the average rate for -year [-month] [securities] [certificates of deposit] by and [insert names of banks].] [and the annual interest rate [thereafter] [from through ] will be the interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills plus % of the Interest Differential (the excess, if any, of (i) the then-current weekly average per annum secondary market yield for -month certificates of deposit over (ii) the then- current interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills); [from and thereafter the rate will be the then-current interest yield equivalent plus % of the Interest Differential].] [time and date], 20 The offices of Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. [Immediately available funds] [[New York] Clearing House funds] [None] [Underwriters’ commission shall be % of the principal amount of Designated Securities for which Delayed Delivery Contracts have been entered into. Such commission shall be payable to the order of .] [Minimum aggregate principal amount of Designated Securities to be offered and sold pursuant to Delayed Delivery Contracts: $ .] [Minimum aggregate principal amount of Designated Securities to be offered and sold pursuant to Delayed Delivery Contracts: $ .] Materials other than the Statutory Prospectus that comprise the General Disclosure Package: Term Sheet, dated [ ] Issuer: Ford Motor Company Size: Maturity: Coupon: Trade Date: [Initial Interest Determination Date:] Issue Date: Settlement Date: Price to Public: [Proceeds (Before Expenses) to Issuer]: Interest Payment [and Reset] Dates: Underwriters: [Name of Representative] as Representative of the Several Underwriters named in Schedule I hereto [Address of Representative] [ ], 20 Ladies and Gentlemen: Ford Motor Company, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Master Underwriting Agreement dated , (the “Underwriting Agreement”) among the Company and (the “Representative”) to issue and sell to the Underwriters named in Schedule I thereto (the “Underwriters”) on the terms specified in Schedule II hereto the Securities specified in Exhibit A hereto (the “Designated Securities”). Except to the extent amended hereby, each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the aggregate number of shares of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto attributable to such Underwriter as determined pursuant to Section 3 of the Underwriting Agreement. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. You represent that you are authorized on behalf of yourselves and each of the Underwriters to enter into this Pricing Agreement. Very truly yours FORD MOTOR COMPANY By: Name: Title: Accepted as of the date hereof: On behalf of itself and the other Underwriters [REPRESENTATIVE] By: Name: Title: Total Title of Designated Securities: [Shares of common stock, par value $0.01 per share (the “Common Stock’) of the Company.]

Sinking Fund Provisions. [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire $ [$]__________ principal amount of Designated Securities on ____________ in each of the years _____ through _____ at 100% of their principal amount plus accrued interest] [, together with [cumulative] [non-cumulativenoncumulative] redemptions at the option of the Company to retire an additional $ [$]_________ principal amount of Designated Securities in the years _____ through _____ at 100% of their principal amount plus accrued interest.] ]. [If Designated Securities are Extendable Debt extendable debt Securities, insert— Extendable Provisions: The Designated insert ---] Securities are repayable on ________, ___ [insert day and years], at the option of the holder, at their principal amount with accrued interest. The initial Initial annual interest rate will be ___%, and thereafter the annual interest rate will be adjusted on __________, __ and ______, and __ to a rate not less than ___% of the effective annual interest rate on U.S. Treasury obligations with year ____-year maturities as of the [interest insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Designated Securities are Floating Rate Debt Securities, insert— The initial debt Securities insert ---] Initial annual interest rate will be ___% through ___[and thereafter will be adjusted [monthly] [on each _________, _________, ________ and __________] [to an annual rate of ____% above the average rate for ____-year [-monthmonth] [securities] [certificates of deposit] issued by ________ and ________ [insert names of banks].] [and the annual interest rate [thereafter] [from _________ through _________] will be the interest yield equivalent of the weekly average per annum market discount rate for ____-month Treasury bills plus ___% of the Interest Differential (the excess, if any, of (i) the then-current then currently weekly average per annum secondary market yield for ___-month certificates of deposit over (ii) the then- then current interest yield equivalent of the weekly average per annum market discount rate for ___-month Treasury bills); [from _________ and thereafter the rate will be the then-then current interest yield equivalent plus ___% of the Interest Differential].] Designated Representatives: Address for Notices, etc.: [time and dateOther Terms]* * A description of particular tax, 20 The offices accounting or other unusual features (such as the addition of Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. [Immediately available funds] [[New York] Clearing House funds] [None] [Underwriters’ commission shall be % event risk language) of the principal amount of Designated Securities for which Delayed Delivery Contracts have been entered into. Such commission shall should be payable set forth, or referenced to an attached and accompanying description, if necessary to ensure agreement as to the order terms of .] [Minimum aggregate principal amount of Designated the Securities to be offered purchased and sold pursuant to Delayed Delivery Contracts: $ .] [Minimum aggregate principal amount of Designated Securities to sold. Such a description might appropriately be offered and sold pursuant to Delayed Delivery Contracts: $ .] Materials other than the Statutory Prospectus that comprise the General Disclosure Package: Term Sheet, dated [ ] Issuer: Ford Motor Company Size: Maturity: Coupon: Trade Date: [Initial Interest Determination Date:] Issue Date: Settlement Date: Price to Public: [Proceeds (Before Expenses) to Issuer]: Interest Payment [and Reset] Dates: Underwriters: [Name of Representative] as Representative of the Several Underwriters named in Schedule I hereto [Address of Representative] [ ], 20 Ladies and Gentlemen: Ford Motor Company, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Master Underwriting Agreement dated , (the “Underwriting Agreement”) among the Company and (the “Representative”) to issue and sell to the Underwriters named form in Schedule I thereto (the “Underwriters”) on the terms specified in Schedule II hereto the Securities specified in Exhibit A hereto (the “Designated Securities”). Except to the extent amended hereby, each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety and shall which such features will be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Unless otherwise defined herein, terms defined described in the Underwriting Agreement are used herein as therein defined. Subject to Prospectus Supplement for the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the aggregate number of shares of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto attributable to such Underwriter as determined pursuant to Section 3 of the Underwriting Agreement. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. You represent that you are authorized on behalf of yourselves and each of the Underwriters to enter into this Pricing Agreement. Very truly yours FORD MOTOR COMPANY By: Name: Title: Accepted as of the date hereof: On behalf of itself and the other Underwriters [REPRESENTATIVE] By: Name: Title: Total Title of Designated Securities: [Shares of common stock, par value $0.01 per share (the “Common Stock’) of the Companyoffering.]

Sinking Fund Provisions. [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire [$ ] principal amount of Designated Securities on in each of the years through at 100% of their principal amount plus accrued interest] [, together with [cumulative] [non-cumulativenoncumulative] redemptions at the option of the Company to retire an additional [$ ] principal amount of Designated Securities in the years through at 100% of their principal amount plus accrued interest.] [If Designated Securities are Extendable Debt Securities, insert— Extendable Provisions: The Designated Securities are repayable on , [insert date and years], at the option of the holder, at their principal amount with accrued interest. The initial annual interest rate will be %, and thereafter the annual interest rate will be adjusted on , , and to a rate not less than % of the effective annual interest rate on U.S. Treasury obligations with year -year maturities as of the [interest insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Designated Securities are Floating Rate Debt Securities, insert— The initial Initial annual interest rate will be % through [and thereafter will be adjusted [monthly] [on each , , and ] [to an annual rate of % above the average rate for -year [-month] [securities] [certificates month][securities][certificates of deposit] issued by and [insert names of banks].] [and the annual interest rate [thereafter] [from through ] will be the interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills plus % of the Interest Differential (the excess, if any, of (i) the then-then current weekly average per annum secondary market yield for -month certificates of deposit over (ii) the then- then current interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills); [from and thereafter the rate will be the then-then current interest yield equivalent plus % of the Interest Differential].] [time and date], 20 The offices of Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. [Immediately available funds] [[New York] Clearing House funds] [None] [Underwriters’ commission shall be % of the principal amount of Designated Securities for which Delayed Delivery Contracts have been entered into. Such commission shall be payable to the order of .] [Minimum aggregate principal amount of Designated Securities to be offered and sold pursuant to Delayed Delivery Contracts: $ .] [Minimum aggregate principal amount of Designated Securities to be offered and sold pursuant to Delayed Delivery Contracts: $ .] Materials other than the Statutory Prospectus that comprise the General Disclosure Package: Term Sheet, dated [ ] Issuer: Ford Motor Company Size: Maturity: Coupon: Trade Date: [Initial Interest Determination Date:] Issue Date: Settlement Date: Price to Public: [Proceeds (Before Expenses) to Issuer]: Interest Payment [and Reset] Dates: Underwriters: [Name of Representative] as Representative of the Several Underwriters named in Schedule I hereto [Address of Representative] [ ], 20 Ladies and Gentlemen: Ford Motor Company, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Master Underwriting Agreement dated , (the “Underwriting Agreement”) among the Company and (the “Representative”) to issue and sell to the Underwriters named in Schedule I thereto (the “Underwriters”) on the terms specified in Schedule II hereto the Securities specified in Exhibit A hereto (the “Designated Securities”). Except to the extent amended hereby, each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the aggregate number of shares of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto attributable to such Underwriter as determined pursuant to Section 3 of the Underwriting Agreement. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. You represent that you are authorized on behalf of yourselves and each of the Underwriters to enter into this Pricing Agreement. Very truly yours FORD MOTOR COMPANY By: Name: Title: Accepted as of the date hereof: On behalf of itself and the other Underwriters [REPRESENTATIVE] By: Name: Title: Total Title of Designated Securities: [Shares of common stock, par value $0.01 per share (the “Common Stock’) of the Company.]

Sinking Fund Provisions. [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire $ [$] principal amount of Designated Securities on in each of the years through at 100% of their principal amount plus accrued interest] [, ,together with [cumulative] [non-cumulativenoncumulative] redemptions at the option of the Company to retire an additional $ [$] principal amount of Designated Securities in the years through at 100% of their principal amount plus accrued interest.] [If Designated Securities are Extendable Debt Securities, insert— Extendable Provisions: The Designated ]. Securities are repayable on , [insert date and years], at the option of the holder, at their principal amount with accrued interest. The initial Initial annual interest rate will be %, and thereafter the annual interest rate will be adjusted on , , and to a rate not less than % of the effective annual interest rate on U.S. Treasury obligations with —year maturities as of the [interest insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Designated Securities are Floating Rate Debt Securities, insert— The initial Initial annual interest rate will be % through [and thereafter will be adjusted [monthly] [on each , , and ] [to an annual rate of % above the average rate for -year —year [-monthmonth] [securities] [certificates of deposit] issued by and [insert names of banks].] [and the annual interest rate [thereafter] [from through ] will be the interest yield equivalent of the weekly average per annum market discount rate for -month —month Treasury bills plus % of the Interest Differential (the excess, if any, of (i) the then-then current weekly average per annum secondary market yield for -month —month certificates of deposit over (ii) the then- then current interest yield equivalent of the weekly average per annum market discount rate for -month —month Treasury bills); [from and thereafter the rate will be the then-then current interest yield equivalent plus % of the Interest Differential].] [time and date]Designated Representatives: Address for Notices, etc.: Issuer: The Kroger Co. Principal Amount: $ Security Type: Senior Note Maturity: , 20 The offices of Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. [Immediately available funds] [[New York] Clearing House funds] [None] [Underwriters’ commission shall be % of the principal amount of Designated Securities for which Delayed Delivery Contracts have been entered into. Such commission shall be payable to the order of .] [Minimum aggregate principal amount of Designated Securities to be offered and sold pursuant to Delayed Delivery Contracts: $ .] [Minimum aggregate principal amount of Designated Securities to be offered and sold pursuant to Delayed Delivery Contracts: $ .] Materials other than the Statutory Prospectus that comprise the General Disclosure Package: Term Sheet, dated [ ] Issuer: Ford Motor Company Size: Maturity: Coupon: Trade Date: [Initial Interest Determination Date:] Issue Date: Settlement Date: % Price to Public: [Proceeds (Before Expenses) % Yield to Issuer]Maturity: % Spread to Benchmark Treasury: % Benchmark Treasury: Benchmark Treasury Spot and Yield: % Interest Payment [and Reset] Dates: Underwritersand , commencing , 2010 Make-Whole Call: [Name Treasury Rate plus basis points Trade Date: , 2009 Settlement Date: , 2009 (T+5) Denominations: $2,000 x $1,000 Ratings: Joint Bookrunners: Banc of Representative] as Representative of the Several Underwriters named in Schedule I hereto [Address of Representative] [ ], 20 Ladies and GentlemenAmerica Securities LLC X.X. Xxxxxx Securities Inc. Co-Managers: Ford Motor Company, a Delaware corporation Citigroup Global Markets Inc. Fortis Securities LLC Mitsubishi UFJ Securities (the “Company”USA), proposesInc. The Xxxxxxxx Capital Group, subject to the terms and conditions stated herein and in the Master Underwriting Agreement dated L.P. U.S. Bancorp Investments, (the “Underwriting Agreement”) among the Company and (the “Representative”) to issue and sell to the Underwriters named in Schedule I thereto (the “Underwriters”) on the terms specified in Schedule II hereto the Securities specified in Exhibit A hereto (the “Designated Inc. Xxxxx Fargo Securities”). Except to the extent amended hereby, each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the aggregate number of shares of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto attributable to such Underwriter as determined pursuant LLC Pursuant to Section 3 8(d) of the Underwriting Agreement. If , the foregoing is in accordance with your understanding, please sign and return accountants shall furnish letters to us a counterpart hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. You represent that you are authorized on behalf of yourselves and each of the Underwriters to enter into this Pricing Agreement. Very truly yours FORD MOTOR COMPANY By: Name: Title: Accepted as of the date hereof: On behalf of itself and the other Underwriters [REPRESENTATIVE] By: Name: Title: Total Title of Designated Securities: [Shares of common stock, par value $0.01 per share (the “Common Stock’) of the Company.]effect that:

Sinking Fund Provisions. [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire $ [$] principal amount of Designated Securities on in each of the years through at 100% of their principal amount plus accrued interest] [, ,together with [cumulative] [non-cumulativenoncumulative] redemptions at the option of the Company to retire an additional $ [$] principal amount of Designated Securities in the years through at 100% of their principal amount plus accrued interest.] [If Designated Securities are Extendable Debt Securities, insert— Extendable Provisions: The Designated ]. Securities are repayable on , [insert date and years], at the option of the holder, at their principal amount with accrued interest. The initial Initial annual interest rate will be %, and thereafter the annual interest rate will be adjusted on , , and to a rate not less than % of the effective annual interest rate on U.S. Treasury obligations with year -year maturities as of the [interest insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Designated Securities are Floating Rate Debt Securities, insert— The initial Initial annual interest rate will be % through [and thereafter will be adjusted [monthly] [on each , , and ] [to an annual rate of % above the average rate for -year [-monthmonth] [securities] [certificates of deposit] issued by and [insert names of banks].] [and the annual interest rate [thereafter] [from through ] will be the interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills plus % of the Interest Differential (the excess, if any, of (i) the then-then current weekly average per annum secondary market yield for -month certificates of deposit over (ii) the then- then current interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills); [from and thereafter the rate will be the then-then current interest yield equivalent plus % of the Interest Differential].] [time and date]Designated Representatives: Address for Notices, etc.: Issuer: The Kroger Co. Principal Amount: $ Security Type: Senior Note Maturity: , 20 The offices of Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. [Immediately available funds] [[New York] Clearing House funds] [None] [Underwriters’ commission shall be % of the principal amount of Designated Securities for which Delayed Delivery Contracts have been entered into. Such commission shall be payable to the order of .] [Minimum aggregate principal amount of Designated Securities to be offered and sold pursuant to Delayed Delivery Contracts: $ .] [Minimum aggregate principal amount of Designated Securities to be offered and sold pursuant to Delayed Delivery Contracts: $ .] Materials other than the Statutory Prospectus that comprise the General Disclosure Package: Term Sheet, dated [ ] Issuer: Ford Motor Company Size: Maturity: Coupon: Trade Date: [Initial Interest Determination Date:] Issue Date: Settlement Date: % Price to Public: [Proceeds (Before Expenses) % Yield to Issuer]Maturity: % Spread to Benchmark Treasury: % Benchmark Treasury: Benchmark Treasury Spot and Yield: % Interest Payment [and Reset] Dates: Underwritersand , commencing , 2012 Make-Whole Call: [Name of Representative] as Representative of the Several Underwriters named in Schedule I hereto [Address of Representative] [ ]Treasury Rate plus basis points Trade Date: , 20 Ladies and Gentlemen2012 Settlement Date: Ford Motor Company, a Delaware corporation (the “Company”)2012 Denominations: $2,000 x $1,000 Joint Bookrunners: Citigroup Global Markets Inc. Xxxxxxx, proposesXxxxx & Co. RBS Securities Inc. Xxxxxxx Xxxxx Xxxxxx, subject to the terms and conditions stated herein and in the Master Underwriting Agreement dated Xxxxxx & Xxxxx Incorporated U.S. Bancorp Investments, (the “Underwriting Agreement”) among the Company and (the “Representative”) to issue and sell to the Underwriters named in Schedule I thereto (the “Underwriters”) on the terms specified in Schedule II hereto the Securities specified in Exhibit A hereto (the “Designated Inc. Xxxxx Fargo Securities”). Except to the extent amended hereby, each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Unless otherwise defined hereinLLC Senior Co-Managers: BNY Mellon Capital Markets, terms defined in the Underwriting Agreement are used herein as therein defined. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by referenceLLC Fifth Third Securities, the Company agrees to issue and sell to each of the UnderwritersInc. PNC Capital Markets LLC RBC Capital Markets, and each of the Underwriters agreesLLC Co-Managers: CastleOak Securities, severally and not jointlyL.P. The Xxxxxxxx Capital Group, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the aggregate number of shares of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto attributable to such Underwriter as determined pursuant L.P. Pursuant to Section 3 8(d) of the Underwriting Agreement. If , the foregoing is in accordance with your understanding, please sign and return accountants shall furnish letters to us a counterpart hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. You represent that you are authorized on behalf of yourselves and each of the Underwriters to enter into this Pricing Agreement. Very truly yours FORD MOTOR COMPANY By: Name: Title: Accepted as of the date hereof: On behalf of itself and the other Underwriters [REPRESENTATIVE] By: Name: Title: Total Title of Designated Securities: [Shares of common stock, par value $0.01 per share (the “Common Stock’) of the Company.]effect that:

Sinking Fund Provisions. [No sinking fund provisions] [The Designated Offered Debt Securities are entitled to the benefit of a sinking fund to retire $ [$] principal amount of Designated Offered Debt Securities on in each of the years through at 100% of their principal amount plus accrued interest] [, together with [cumulative] [non-cumulativecumulative][noncumulative] redemptions at the option of the Company to retire an additional $ [$] principal amount of Designated Offered Debt Securities in the years through at 100% of their principal amount plus accrued interest.] ]. [If Designated Securities are Extendable Debt extendable debt Securities, insert— Extendable Provisionsinsert - EXTENDABLE PROVISIONS: The Designated Offered Debt Securities are repayable on , [insert date and years], at the option of the holder, at their principal amount with accrued interest. The initial Initial annual interest rate will be %, and thereafter the annual interest rate will be adjusted on , , and to a rate not less than % of the effective annual interest rate on U.S. Treasury obligations with year -year maturities as of the [interest insert date 15 days prior to maturity date] prior to such [insert maturity date].] . [If Designated Securities are Floating Rate Debt Securities, insert— The initial insert - FLOATING RATE PROVISIONS: Initial annual interest rate will be % through [and thereafter will be adjusted [monthly] [on monthly][on each , , and ] ][to an annual rate of % above the average rate for -year [-month] [securities] [certificates month][securities][certificates of deposit] issued by and [insert names of banks].,] [and the annual interest rate [thereafter] [from thereafter][from through ] will be the interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills plus % of the Interest Differential (the excess, if any, of (i) the then-then current weekly average per annum secondary market yield for -month certificates of deposit over (ii) the then- then current interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills); [from and thereafter the rate will be the then-then current interest yield equivalent plus % of the Interest Differential].] TIME OF DELIVERY: CLOSING LOCATION: NAMES AND ADDRESSES OF REPRESENTATIVES: Designated Representatives: Address for Notices, etc.: [time and date], 20 The offices OTHER TERMS] SCHEDULE II Principal Amount of Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. [Immediately available funds] [[New York] Clearing House funds] [None] [Underwriters’ commission shall be % of the principal amount of Designated Securities for which Delayed Delivery Contracts have been entered into. Such commission shall be payable to the order of .] [Minimum aggregate principal amount of Designated Offered Debt Securities to be offered and sold pursuant to Delayed Delivery Contracts: $ .] Underwriter Purchased ----------- ------------ [Minimum aggregate principal amount of Designated Securities to be offered and sold pursuant to Delayed Delivery Contracts: $ .] Materials other than the Statutory Prospectus that comprise the General Disclosure Package: Term Sheet, dated [ ] Issuer: Ford Motor Company Size: Maturity: Coupon: Trade Date: [Initial Interest Determination Date:] Issue Date: Settlement Date: Price to Public: [Proceeds (Before Expenses) to Issuer]: Interest Payment [and Reset] Dates: Underwriters: [Name of Representative] as Representative of the Several Underwriters named in Schedule I hereto [Address of Representative] [ ], 20 Ladies and Gentlemen: Ford Motor Company, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Master Underwriting Agreement dated , (the “Underwriting Agreement”) among the Company and (the “Representative”) to issue and sell to the Underwriters named in Schedule I thereto (the “Underwriters”) on the terms specified in Schedule II hereto the Securities specified in Exhibit A hereto (the “Designated Securities”). Except to the extent amended hereby, each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the aggregate number of shares of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto attributable to such Underwriter as determined pursuant to Section 3 of the Underwriting Agreement. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. You represent that you are authorized on behalf of yourselves and each of the Underwriters to enter into this Pricing Agreement. Very truly yours FORD MOTOR COMPANY By: Name: Title: Accepted as of the date hereof: On behalf of itself and the other Underwriters [REPRESENTATIVE] By: Name: Title: Total Title of Designated Securities: [Shares of common stock, par value $0.01 per share (the “Common Stock’Name(s) of the Company.Representative(s)].................................. [Name(s) of Underwriter(s)]..................................... -------------- Total........................................................ $ -------------- SCHEDULE III

Sinking Fund Provisions. [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire $ [$] principal amount of Designated Securities on in each of the years through at 100% of their principal amount plus accrued interest] [, ,together with [cumulative] [non-cumulativenoncumulative] redemptions at the option of the Company to retire an additional $ [$] principal amount of Designated Securities in the years through at 100% of their principal amount plus accrued interest.] [If Designated Securities are Extendable Debt Securities, insert— Extendable Provisions: The Designated ]. Securities are repayable on , [insert date and years], at the option of the holder, at their principal amount with accrued interest. The initial Initial annual interest rate will be %, and thereafter the annual interest rate will be adjusted on , , and to a rate not less than % of the effective annual interest rate on U.S. Treasury obligations with year -year maturities as of the [interest insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Designated Securities are Floating Rate Debt Securities, insert— The initial Initial annual interest rate will be % through [and thereafter will be adjusted [monthly] [on each , , and ] [to an annual rate of % above the average rate for -year [-monthmonth] [securities] [certificates of deposit] issued by and [insert names of banks].] [and the annual interest rate [thereafter] [from through ] will be the interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills plus % of the Interest Differential (the excess, if any, of (i) the then-then current weekly average per annum secondary market yield for -month certificates of deposit over (ii) the then- then current interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills); [from and thereafter the rate will be the then-then current interest yield equivalent plus % of the Interest Differential].] [time and date]Designated Representatives: Address for Notices, etc.: Issuer: The Kroger Co. Principal Amount: $ Security Type: Senior Note Maturity: , 20 The offices of Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. [Immediately available funds] [[New York] Clearing House funds] [None] [Underwriters’ commission shall be % of the principal amount of Designated Securities for which Delayed Delivery Contracts have been entered into. Such commission shall be payable to the order of .] [Minimum aggregate principal amount of Designated Securities to be offered and sold pursuant to Delayed Delivery Contracts: $ .] [Minimum aggregate principal amount of Designated Securities to be offered and sold pursuant to Delayed Delivery Contracts: $ .] Materials other than the Statutory Prospectus that comprise the General Disclosure Package: Term Sheet, dated [ ] Issuer: Ford Motor Company Size: Maturity: Coupon: Trade Date: [Initial Interest Determination Date:] Issue Date: Settlement Date: % Price to Public: [Proceeds (Before Expenses) % Yield to Issuer]Maturity: % Spread to Benchmark Treasury: % Benchmark Treasury: Benchmark Treasury Spot and Yield: % Interest Payment [and Reset] Dates: Underwritersand , commencing 2016 Make-Whole Call: [Name of Representative] as Representative of the Several Underwriters named in Schedule I hereto [Address of Representative] [ ]Treasury Rate plus basis points Trade Date: , 20 Ladies and Gentlemen2016 Settlement Date: Ford Motor Company, 2016 Denominations: $2,000 x $1,000 Joint Bookrunners: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Mizuho Securities USA Inc. U.S. Bancorp Investments, Inc. Citigroup Global Markets Inc. RBC Capital Markets, LLC BNY Mellon Capital Markets, LLC Co-Managers: BB&T Capital Markets, a Delaware corporation division of BB&T Securities, LLC Fifth Third Securities, Inc. Xxxxxxx, Xxxxx & Co. Mitsubishi UFJ Securities (the “Company”USA), proposesInc. PNC Capital Markets LLC Santander Investment Securities Inc. Xxxxx Fargo Securities, subject to the terms and conditions stated herein and in the Master Underwriting Agreement dated LLC Xxxxxx Xxxxxxxx, (the “Underwriting Agreement”) among the Company and (the “Representative”) to issue and sell to the Underwriters named in Schedule I thereto (the “Underwriters”) on the terms specified in Schedule II hereto the Securities specified in Exhibit A hereto (the “Designated Securities”). Except to the extent amended hereby, each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the aggregate number of shares of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto attributable to such Underwriter as determined pursuant LLC Pursuant to Section 3 8(d) of the Underwriting Agreement. If , the foregoing is in accordance with your understanding, please sign and return accountants shall furnish letters to us a counterpart hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. You represent that you are authorized on behalf of yourselves and each of the Underwriters to enter into this Pricing Agreement. Very truly yours FORD MOTOR COMPANY By: Name: Title: Accepted as of the date hereof: On behalf of itself and the other Underwriters [REPRESENTATIVE] By: Name: Title: Total Title of Designated Securities: [Shares of common stock, par value $0.01 per share (the “Common Stock’) of the Company.]effect that:

Sinking Fund Provisions. [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire [$ ] principal amount of Designated Securities on in each of the years through at 100% of their principal amount plus accrued interest] [, together with [cumulative] [non-cumulativenoncumulative] redemptions at the option of the Company to retire an additional [$ ] principal amount of Designated Securities in the years through at 100% of their principal amount plus accrued interest.] [If Designated Securities are Extendable Debt Securitiesextendable debt securities, insert— Extendable Provisionsinsert-- EXTENDABLE PROVISIONS: The Designated Securities are repayable on , [insert date and years], at the option of the holder, at their principal amount with accrued interest. The initial annual interest rate will be %, and thereafter the annual interest rate will be adjusted on , , and to a rate not less than % of the effective annual interest rate on U.S. Treasury obligations with year maturities as of the [interest insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Designated Securities are Floating Rate Debt Securitiesfloating rate debt securities, insert— The initial insert-- FLOATING RATE PROVISIONS: Initial annual interest rate will be % through [and thereafter will be adjusted [monthly] [on each , , and ] [to an annual rate of % above the average rate for -year or year [-month] [securities] [certificates month][securities][certificates of deposit] issued by and [insert names of banks].] [and the annual interest rate [thereafter] [from through ] will be the interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills plus % of the Interest Differential (the excess, if any, of (i) the then-then current weekly average per annum secondary market yield for -month certificates of deposit over (ii) the then- then current interest yield equivalent of the weekly average per annum market discount rate for -month month Treasury bills); [from and thereafter the rate will be the then-then current interest yield equivalent plus % of the Interest Differential].] [time and date]CONVERTIBILITY OR EXCHANGEABILITY PROVISIONS: DEFEASANCE PROVISIONS: CLOSING LOCATION FOR DELIVERY OF DESIGNATED SECURITIES: ADDITIONAL CLOSING CONDITIONS: NAMES AND ADDRESSES OF REPRESENTATIVES: Designated Representatives: Address for Notices, 20 The offices of Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. [Immediately available funds] [[New York] Clearing House funds] [None] [Underwriters’ commission shall be % of the principal amount of Designated Securities for which Delayed Delivery Contracts have been entered into. Such commission shall be payable to the order of etc.] [Minimum aggregate principal amount of Designated Securities to be offered and sold pursuant to Delayed Delivery Contracts: $ .] [Minimum aggregate principal amount of Designated Securities to be offered and sold pursuant to Delayed Delivery Contracts: $ .] Materials other than the Statutory Prospectus that comprise the General Disclosure Package: Term Sheet, dated [ ] Issuer: Ford Motor Company Size: Maturity: Coupon: Trade Date: [Initial Interest Determination Date:] Issue Date: Settlement Date: Price to Public: [Proceeds OTHER TERMS]/*/ ---------- /*/ A DESCRIPTION OF PARTICULAR TAX, ACCOUNTING OR OTHER UNUSUAL FEATURES (Before ExpensesSUCH AS THE ADDITION OF EVENT RISK PROVISIONS) to Issuer]: Interest Payment [and Reset] Dates: Underwriters: [Name of Representative] as Representative of the Several Underwriters named in Schedule I hereto [Address of Representative] [ ]OF THE DESIGNATED SECURITIES SHOULD BE SET FORTH, 20 Ladies and Gentlemen: Ford Motor CompanyOR REFERENCED TO AN ATTACHED AND ACCOMPANYING DESCRIPTION, a Delaware corporation (the “Company”)IF NECESSARY, proposes, subject to the terms and conditions stated herein and in the Master Underwriting Agreement dated , (the “Underwriting Agreement”) among the Company and (the “Representative”) to issue and sell to the Underwriters named in Schedule I thereto (the “Underwriters”) on the terms specified in Schedule TO ENSURE AGREEMENT AS TO THE TERMS OF THE DESIGNATED SECURITIES TO BE PURCHASED AND SOLD. SUCH A DESCRIPTION MIGHT APPROPRIATELY BE IN THE FORM IN WHICH SUCH FEATURES WILL BE DESCRIBED IN THE PROSPECTUS SUPPLEMENT FOR THE OFFERING. ANNEX II hereto the Securities specified in Exhibit A hereto (the “Designated Securities”). Except to the extent amended hereby, each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the aggregate number of shares of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto attributable to such Underwriter as determined pursuant Accountants' Letter ------------------- Pursuant to Section 3 7(e) of the Underwriting Agreement. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. You represent that you are authorized on behalf of yourselves and each of 's independent certified public accountants shall furnish letters to the Underwriters to enter into this Pricing Agreement. Very truly yours FORD MOTOR COMPANY By: Name: Title: Accepted as of the date hereof: On behalf of itself and the other Underwriters [REPRESENTATIVE] By: Name: Title: Total Title of Designated Securities: [Shares of common stock, par value $0.01 per share (the “Common Stock’) of the Company.]effect that:

Sinking Fund Provisions. [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire [$ ] principal amount of Designated Securities on in each of the years through at 100% of their principal amount plus accrued interest] [, together with [cumulative] [non-cumulativenoncumulative] redemptions at the option of the Company to retire an additional [$ ] principal amount of Designated Securities in the years through at 100% of their principal amount plus accrued interest.] [If Designated Securities are Extendable Debt Securitiesextendable debt securities, insert— Extendable Provisionsinsert-- EXTENDABLE PROVISIONS: The Designated Securities are repayable on , [insert date and years], at the option of the holder, at their principal amount with accrued interest. The initial annual interest rate will be %, and thereafter the annual interest rate will be adjusted on , , and to a rate not less than % of the effective annual interest rate on U.S. Treasury obligations with year -year maturities as of the [interest insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Designated Securities are Floating Rate Debt Securitiesfloating rate debt securities, insert— The initial insert-- FLOATING RATE PROVISIONS: Initial annual interest rate will be % through [and thereafter will be adjusted [monthly] [on each , , and ] [to an annual rate of % above the average rate for -year [-month] [securities] [certificates month][securities][certificates of deposit] issued by and [insert names of banks].] [and the annual interest rate [thereafter] [from through ] will be the interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills plus % of the Interest Differential (the excess, if any, of (i) the then-then current weekly average per annum secondary market yield for -month certificates of deposit over (ii) the then- then current interest yield equivalent of equivalentof the weekly average per annum market discount rate for -month Treasury bills); [from and thereafter the rate will be the then-then current interest yield equivalent plus % of the Interest Differential].] [time and date]DEFEASANCE PROVISIONS: LOCK-UP PROVISIONS: CLOSING LOCATION FOR DELIVERY OF DESIGNATED SECURITIES: NAMES AND ADDRESSES OF REPRESENTATIVES: Designated Representatives: Address for Notices, 20 The offices of Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. [Immediately available funds] [[New York] Clearing House funds] [None] [Underwriters’ commission shall be % of the principal amount of Designated Securities for which Delayed Delivery Contracts have been entered into. Such commission shall be payable to the order of etc.] [Minimum aggregate principal amount of Designated Securities to be offered and sold pursuant to Delayed Delivery Contracts: $ .] [Minimum aggregate principal amount of Designated Securities to be offered and sold pursuant to Delayed Delivery ContractsCAPTIONS OF PROSPECTUS SUPPLEMENT: $ .] Materials other than the Statutory Prospectus that comprise the General Disclosure PackageOTHER TERMS: Term Sheet, dated [ ] Issuer: Ford Motor Company Size: Maturity: Coupon: Trade Date: [Initial Interest Determination Date:] Issue Date: Settlement Date: Price to Public: [Proceeds (Before Expenses) to Issuer]: Interest Payment [and Reset] Dates: Underwriters: [Name of Representative] as Representative of the Several Underwriters named in Schedule I hereto [Address of Representative] [ ], 20 Ladies and Gentlemen: Ford Motor Company, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Master Underwriting Agreement dated , (the “Underwriting Agreement”) among the Company and (the “Representative”) to issue and sell to the Underwriters named in Schedule I thereto (the “Underwriters”) on the terms specified in Schedule ANNEX II hereto the Securities specified in Exhibit A hereto (the “Designated Securities”). Except to the extent amended hereby, each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the aggregate number of shares of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto attributable to such Underwriter as determined pursuant Pursuant to Section 3 7(d) of the Underwriting Agreement. If , the foregoing is in accordance with your understanding, please sign and return accountants shall furnish letters to us a counterpart hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. You represent that you are authorized on behalf of yourselves and each of the Underwriters to enter into this Pricing Agreement. Very truly yours FORD MOTOR COMPANY By: Name: Title: Accepted as of the date hereof: On behalf of itself and the other Underwriters [REPRESENTATIVE] By: Name: Title: Total Title of Designated Securities: [Shares of common stock, par value $0.01 per share (the “Common Stock’) of the Company.]effect that:

Sinking Fund Provisions. [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire $ [$] principal amount of Designated Securities on in each of the years through at 100% of their principal amount plus accrued interest] [, ,together with [cumulative] [non-cumulativenoncumulative] redemptions at the option of the Company to retire an additional $ [$] principal amount of Designated Securities in the years through at 100% of their principal amount plus accrued interest.] [If Designated Securities are Extendable Debt Securities, insert— Extendable Provisions: The Designated ]. Securities are repayable on , [insert date and years], at the option of the holder, at their principal amount with accrued interest. The initial Initial annual interest rate will be %, and thereafter the annual interest rate will be adjusted on , , and to a rate not less than % of the effective annual interest rate on U.S. Treasury obligations with year -year maturities as of the [interest insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Designated Securities are Floating Rate Debt Securities, insert— The initial Initial annual interest rate will be % through [and thereafter will be adjusted [monthly] [on each , , and ] [to an annual rate of % above the average rate for -year [-monthmonth] [securities] [certificates of deposit] issued by and [insert names of banks].] [and the annual interest rate [thereafter] [from through ] will be the interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills plus % of the Interest Differential (the excess, if any, of (i) the then-then current weekly average per annum secondary market yield for -month certificates of deposit over (ii) the then- then current interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills); [from and thereafter the rate will be the then-then current interest yield equivalent plus % of the Interest Differential].] [time and date]Designated Representatives: Address for Notices, 20 The offices of Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. [Immediately available funds] [[New York] Clearing House funds] [None] [Underwriters’ commission shall be % of the principal amount of Designated Securities for which Delayed Delivery Contracts have been entered into. Such commission shall be payable to the order of etc.] [Minimum aggregate principal amount of Designated Securities to be offered and sold pursuant to Delayed Delivery Contracts: $ .] [Minimum aggregate principal amount of Designated Securities to be offered and sold pursuant to Delayed Delivery Contracts: $ .] Materials other than the Statutory Prospectus that comprise the General Disclosure Package: Term Sheet, dated [ ] Issuer: Ford Motor Company SizeThe Kroger Co. Principal Amount: $_____ Security Type: Senior Note Maturity: ______ __, 20__ Coupon: Trade Date: [Initial Interest Determination Date:] Issue Date: Settlement Date: ____% Price to Public: [Proceeds (Before Expenses) ____% Yield to Issuer]Maturity: ____% Spread to Benchmark Treasury: ____% Benchmark Treasury: _____ Benchmark Treasury Spot and Yield: _____ _____% Interest Payment [and Reset] Dates: Underwriters_____ and _____, commencing _____ 2020 Make-Whole Call: Treasury Rate plus ___ basis points Trade Date: ______ __, 2021 Settlement Date: ______ __, 2021 Denominations: $2,000 x $1,000 Joint Book-Running Managers: U.S. Bancorp Investments, Inc. BofA Securities, Inc. Citigroup Global Markets Inc. Mizuho Securities USA LLC Santander Investment Securities Inc. Xxxxx Fargo Securities, LLC Co-Managers [Name of Representative•] as Representative of the Several Underwriters named in Schedule I hereto [Address of Representative] [ ], 20 Ladies and Gentlemen: Ford Motor Company, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Master Underwriting Agreement dated , (the “Underwriting Agreement”) among the Company and (the “Representative”) to issue and sell to the Underwriters named in Schedule I thereto (the “Underwriters”) on the terms specified in Schedule II hereto the Securities specified in Exhibit A hereto (the “Designated Securities”). Except to the extent amended hereby, each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the aggregate number of shares of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto attributable to such Underwriter as determined pursuant Pursuant to Section 3 8(d) of the Underwriting Agreement. If , the foregoing is in accordance with your understanding, please sign and return accountants shall furnish letters to us a counterpart hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. You represent that you are authorized on behalf of yourselves and each of the Underwriters to enter into this Pricing Agreement. Very truly yours FORD MOTOR COMPANY By: Name: Title: Accepted as of the date hereof: On behalf of itself and the other Underwriters [REPRESENTATIVE] By: Name: Title: Total Title of Designated Securities: [Shares of common stock, par value $0.01 per share (the “Common Stock’) of the Company.]effect that:

Sinking Fund Provisions. [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire $ [$] principal amount of Designated Securities on in each of the years through at 100% of their principal amount plus accrued interest] [, ,together with [cumulative] [non-cumulativenoncumulative] redemptions at the option of the Company to retire an additional $ [$] principal amount of Designated Securities in the years through at 100% of their principal amount plus accrued interest.] [If Designated Securities are Extendable Debt Securities, insert— Extendable Provisions: The Designated ]. Securities are repayable on , [insert date and years], at the option of the holder, at their principal amount with accrued interest. The initial Initial annual interest rate will be %, and thereafter the annual interest rate will be adjusted on , , and to a rate not less than % of the effective annual interest rate on U.S. Treasury obligations with year -year maturities as of the [interest insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Designated Securities are Floating Rate Debt Securities, insert— The initial Initial annual interest rate will be % through [and thereafter will be adjusted [monthly] [on each , , and ] [to an annual rate of % above the average rate for -year [-monthmonth] [securities] [certificates of deposit] issued by and [insert names of banks].] [and the annual interest rate [thereafter] [from through ] will be the interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills plus % of the Interest Differential (the excess, if any, of (i) the then-then current weekly average per annum secondary market yield for -month certificates of deposit over (ii) the then- then current interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills); [from and thereafter the rate will be the then-then current interest yield equivalent plus % of the Interest Differential].] [time and date]Designated Representatives: Address for Notices, etc.: Issuer: The Kroger Co. Principal Amount: $ Security Type: Senior Note Maturity: , 20 The offices of Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. [Immediately available funds] [[New York] Clearing House funds] [None] [Underwriters’ commission shall be % of the principal amount of Designated Securities for which Delayed Delivery Contracts have been entered into. Such commission shall be payable to the order of .] [Minimum aggregate principal amount of Designated Securities to be offered and sold pursuant to Delayed Delivery Contracts: $ .] [Minimum aggregate principal amount of Designated Securities to be offered and sold pursuant to Delayed Delivery Contracts: $ .] Materials other than the Statutory Prospectus that comprise the General Disclosure Package: Term Sheet, dated [ ] Issuer: Ford Motor Company Size: Maturity: Coupon: Trade Date: [Initial Interest Determination Date:] Issue Date: Settlement Date: % Price to Public: [Proceeds (Before Expenses) % Yield to Issuer]Maturity: % Spread to Benchmark Treasury: % Benchmark Treasury: Benchmark Treasury Spot and Yield: % Interest Payment [and Reset] Dates: Underwritersand , commencing , 2014 Make-Whole Call: [Name of Representative] as Representative of the Several Underwriters named in Schedule I hereto [Address of Representative] [ ]Treasury Rate plus basis points Trade Date: , 20 Ladies and Gentlemen2013 Settlement Date: Ford Motor Company, a Delaware corporation 2013 Denominations: $2,000 x $1,000 Ratings: Joint Bookrunners: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated U.S. Bancorp Investments, Inc. Xxxxx Fargo Securities, LLC Citigroup Global Markets Inc. RBS Securities Inc. Co-Managers: Fifth Third Securities, Inc. BNY Mellon Capital Markets, LLC Mitsubishi UFJ Securities (the “Company”USA), proposesInc. RBC Capital Markets, subject to the terms and conditions stated herein and in the Master Underwriting Agreement dated LLC PNC Capital Markets LLC CastleOak Securities, (the “Underwriting Agreement”) among the Company and (the “Representative”) to issue and sell to the Underwriters named in Schedule I thereto (the “Underwriters”) on the terms specified in Schedule II hereto the Securities specified in Exhibit A hereto (the “Designated Securities”). Except to the extent amended herebyL.P. The Xxxxxxxx Capital Group, each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the aggregate number of shares of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto attributable to such Underwriter as determined pursuant L.P. Pursuant to Section 3 8(d) of the Underwriting Agreement. If , the foregoing is in accordance with your understanding, please sign and return accountants shall furnish letters to us a counterpart hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. You represent that you are authorized on behalf of yourselves and each of the Underwriters to enter into this Pricing Agreement. Very truly yours FORD MOTOR COMPANY By: Name: Title: Accepted as of the date hereof: On behalf of itself and the other Underwriters [REPRESENTATIVE] By: Name: Title: Total Title of Designated Securities: [Shares of common stock, par value $0.01 per share (the “Common Stock’) of the Company.]effect that:

Sinking Fund Provisions. [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire $ [$] principal amount of Designated Securities on in each of the years through at 100% of their principal amount plus accrued interest] [, together with [cumulative] [non-cumulativenoncumulative] redemptions at the option of the Company to retire an additional $ [$] principal amount of Designated Securities in the years through at 100% of their principal amount plus accrued interest.] [If Designated Securities are Extendable Debt Securities, insert— Extendable Provisions: The ]. Designated Securities are repayable on [insert date and years], at the option of the holder, at their principal amount with accrued interest. The initial annual interest rate will be %, and thereafter the annual interest rate will be adjusted on , , and to a rate not less than % of the effective annual interest rate on U.S. Treasury obligations with year -year maturities as of the [interest insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Designated Securities are Floating Rate Debt Securities, insert— The initial Initial annual interest rate will be % through [and thereafter will be adjusted [monthly] [on each , , and ] [to an annual rate of % above the average rate for -year [-monthmonth] [securities] [certificates of deposit] issued by and [insert names of banks].] [and the annual interest rate [thereafter] [from through ] will be the interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills plus % of the Interest Differential (the excess, if any, of (i) the then-then current weekly average per annum secondary market yield for -month certificates of deposit over (ii) the then- then current interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills); [from and thereafter the rate will be the then-then current interest yield equivalent plus % of the Interest Differential].] Designated Representatives: Address for Notices, etc.: [time and dateOther Terms]·: · Set forth or reference to an attached description any particular tax, 20 The offices of Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. [Immediately available funds] [[New York] Clearing House funds] [None] [Underwriters’ commission shall be % accounting or other unusual features of the principal amount of Designated Securities for which Delayed Delivery Contracts have been entered into. Such commission shall be payable to the order of Securities.] [Minimum aggregate principal amount of Designated Securities to be offered and sold pursuant to Delayed Delivery Contracts: $ .] [Minimum aggregate principal amount of Designated Securities to be offered and sold pursuant to Delayed Delivery Contracts: $ .] Materials other than the Statutory Prospectus that comprise the General Disclosure Package: Term Sheet, dated [ ] Issuer: Ford Motor Company Size: Maturity: Coupon: Trade Date: [Initial Interest Determination Date:] Issue Date: Settlement Date: Price to Public: [Proceeds (Before Expenses) to Issuer]: Interest Payment [and Reset] Dates: Underwriters: [Name of Representative] as Representative of the Several Underwriters named in Schedule I hereto [Address of Representative] [ ], 20 Ladies and Gentlemen: Ford Motor Company, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Master Underwriting Agreement dated , (the “Underwriting Agreement”) among the Company and (the “Representative”) to issue and sell to the Underwriters named in Schedule I thereto (the “Underwriters”) on the terms specified in Schedule II hereto the Securities specified in Exhibit A hereto (the “Designated Securities”). Except to the extent amended hereby, each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the aggregate number of shares of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto attributable to such Underwriter as determined pursuant to Section 3 of the Underwriting Agreement. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. You represent that you are authorized on behalf of yourselves and each of the Underwriters to enter into this Pricing Agreement. Very truly yours FORD MOTOR COMPANY By: Name: Title: Accepted as of the date hereof: On behalf of itself and the other Underwriters [REPRESENTATIVE] By: Name: Title: Total Title of Designated Securities: [Shares of common stock, par value $0.01 per share (the “Common Stock’) of the Company.]

Sinking Fund Provisions. [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire $ $[ ] principal amount of Designated Securities on [ ] in each of the years [ ] through [ ] at 100% of their principal amount plus accrued interest] [, together with [cumulative] [non-cumulative] redemptions at the option of the Company to retire an additional $ principal amount of Designated Securities in the years [ ] through [ ] at 100% of their principal amount plus accrued interest.] [If Designated Securities are Extendable Debt Securities, insert— Extendable Provisions: The Designated Securities are repayable on [ ], at the option of the holder, at their principal amount with accrued interest. The initial annual interest rate will be [ ]%, and thereafter the annual interest rate will be adjusted on , [ ], and [ ] to a rate not less than [ ]% of the effective annual interest rate on [ ] obligations with [ ] year maturities as of the [interest date 15 days prior to maturity date] prior to such [insert maturity date].] [If Designated Securities are Floating Rate Debt Securities, insert— Provisions: The initial annual interest rate will be [ ]% through [ ] [and thereafter will be adjusted [monthly] [on each , [ ], and ] [to an annual rate of [ ]% above the average rate for -year [-month] [securities] [certificates of deposit] by and [insert names of banks].] [and the annual interest rate [thereafter] [from [ ] through [ ]] will be the interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills plus [ ]% of the Interest Differential (the excess, if any, of (i) the then-current weekly average per annum secondary market yield for -month certificates of deposit over (ii) the then- then-current interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills); [from and thereafter the rate will be the then-current interest yield equivalent plus [ ]% of the Interest Differential].] [time and date], 20 The offices Time of Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. [Immediately available funds] [[New York] Clearing House funds] [None] [Underwriters’ commission shall be % of the principal amount of Designated Securities for which Delayed Delivery Contracts have been entered into. Such commission shall be payable to the order of .] [Minimum aggregate principal amount of Designated Securities to be offered and sold pursuant to Delayed Delivery ContractsDelivery: $ .] [Minimum aggregate principal amount of Designated Securities to be offered and sold pursuant to Delayed Delivery Contracts: $ .] Materials other than the Statutory Prospectus that comprise the General Disclosure Package: Term Sheet, dated [ ] IssuerClosing Location: Ford Motor Company Size: Maturity: Coupon: Trade Date: [Initial Interest Determination Date:] Issue Date: Settlement Date: Price to Public: [Proceeds (Before Expenses) to Issuer]: Interest Payment [and Reset] Dates: Underwriters: [Name of Representative] as Representative of the Several Underwriters named in Schedule I hereto [Address of Representative] [ ], 20 Ladies and Gentlemen: Ford Motor Company, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Master Underwriting Agreement dated , (the “Underwriting Agreement”) among the Company and (the “Representative”) to issue and sell to the Underwriters named in Schedule I thereto (the “Underwriters”) on the terms specified in Schedule II hereto the Securities specified in Exhibit A hereto (the “Designated Securities”). Except to the extent amended hereby, each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the aggregate number of shares of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto attributable to such Underwriter as determined pursuant to Section 3 of the Underwriting Agreement. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. You represent that you are authorized on behalf of yourselves and each of the Underwriters to enter into this Pricing Agreement. Very truly yours FORD MOTOR COMPANY By: Name: Title: Accepted as of the date hereof: On behalf of itself and the other Underwriters [REPRESENTATIVE] By: Name: Title: Total Title of Designated Securities: [Shares of common stock, par value $0.01 per share (the “Common Stock’) of the Company.]

Sinking Fund Provisions. [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire [$ ] principal amount of Designated Securities on in each of the years through at 100% of their principal amount plus accrued interest] ][, together with [cumulative] [non-cumulativenoncumulative] redemptions at the option of the Company Issuer to retire an additional [$ ] principal amount of Designated Securities in the years through at 100% of their principal amount plus accrued interest.] [If Designated Securities are Extendable Debt Securities, insert— Extendable Provisions: The Designated ]. Securities are repayable on , [insert date and years], at the option of the holder, at their principal amount with accrued interest. The initial Initial annual interest rate will be %, and thereafter the annual interest rate will be adjusted on , , and to a rate not less than % of the effective annual interest rate on U.S. Treasury obligations with year -year maturities as of the [interest insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Designated Securities are Floating Rate Debt Securities, insert— The initial Initial annual interest rate will be % through [and thereafter will be adjusted [monthly] [on each , , and ] [to an annual rate of % above the average rate for -year [-monthmonth] [securities] [certificates of deposit] issued by and [insert names of banks].] [and the annual interest rate [thereafter] [from through ] will be the interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills plus % of the Interest Differential (the excess, if any, of (i) the then-then current weekly average per annum secondary market yield for -month certificates of deposit over (ii) the then- then current interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills); [from and thereafter the rate will be the then-then current interest yield equivalent plus % of the Interest Differential].] [time and date]Designated Representatives: Address for Notices, 20 The offices of Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. [Immediately available funds] [[New York] Clearing House funds] [None] [Underwriters’ commission shall be % of the principal amount of Designated Securities for which Delayed Delivery Contracts have been entered into. Such commission shall be payable to the order of etc.] [Minimum aggregate principal amount of Designated Securities to be offered and sold pursuant to Delayed Delivery Contracts: $ .] [Minimum aggregate principal amount of Designated Securities to be offered and sold pursuant to Delayed Delivery Contracts: $ .] Materials other than the Statutory Prospectus that comprise the General Disclosure Package: Term Sheet, dated [ ] Issuer: Ford Motor Company Size: Maturity: Coupon: Trade Date: [Initial Interest Determination Date:] Issue Date: Settlement Date: Price to Public: [Proceeds (Before Expenses) to Issuer]: Interest Payment [and Reset] Dates: Underwriters: [Name of Representative] as Representative of the Several Underwriters named in Schedule I hereto [Address of Representative] [ ], 20 Ladies and Gentlemen: Ford Motor Company, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Master Underwriting Agreement dated , (the “Underwriting Agreement”) among the Company and (the “Representative”) to issue and sell to the Underwriters named in Schedule I thereto (the “Underwriters”) on the terms specified in Schedule II hereto the Securities specified in Exhibit A hereto (the “Designated Securities”). Except to the extent amended hereby, each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the aggregate number of shares of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto attributable to such Underwriter as determined pursuant to Section 3 of the Underwriting Agreement. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. You represent that you are authorized on behalf of yourselves and each of the Underwriters to enter into this Pricing Agreement. Very truly yours FORD MOTOR COMPANY By: Name: Title: Accepted as of the date hereof: On behalf of itself and the other Underwriters [REPRESENTATIVE] By: Name: Title: Total Title of Designated Securities: [Shares of common stock, par value $0.01 per share (the “Common Stock’) of the Company.]:

Sinking Fund Provisions. [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire [$ ] principal amount of Designated Securities on in each of the years through at 100% of their principal amount plus accrued interest] [, together with [cumulative] [non-cumulativenoncumulative] redemptions at the option of the Company to retire an additional [$ ] principal amount of Designated Securities in the years through at 100% of their principal amount plus accrued interest.] [If Designated Securities are Extendable Debt Securities, insert— Extendable Provisions: The Designated Securities are repayable on , [insert date and years], at the option of the holder, at their principal amount with accrued interest. The initial annual interest rate will be %, and thereafter the annual interest rate will be adjusted on , , and to a rate not less than % of the effective annual interest rate on U.S. Treasury obligations with year -year maturities as of the [interest insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Designated Securities are Floating Rate Debt Securities, insert— The initial Initial annual interest rate will be % through [and thereafter will be adjusted [monthly] [on each , , and ] [to an annual rate of % above the average rate for -year [-month] [securities] [certificates month][securities][certificates of deposit] issued by and [insert names of banks].] [and the annual interest rate [thereafter] [from through ] will be the interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills plus % of the Interest Differential (the excess, if any, of (i) the then-then current weekly average per annum secondary market yield for -month certificates of deposit over (ii) the then- then current interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills); [from and thereafter the rate will be the then-then current interest yield equivalent plus % of the Interest Differential].] [time and date], 20 The offices of Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. [Immediately available funds] [[New York] Clearing House funds] [None] [Underwriters’ commission shall be % of the principal amount of Designated Securities for which Delayed Delivery Contracts have been entered into. Such commission shall be payable to the order of .] [Minimum aggregate principal amount of Designated Securities to be offered and sold pursuant to Delayed Delivery Contracts: $ .] [Minimum aggregate principal amount of Designated Securities to be offered and sold pursuant to Delayed Delivery Contracts: $ .] Materials other than the Statutory Prospectus that comprise the General Disclosure Package: Term Sheet, dated [ ] Issuer: Ford Motor Company Size: Maturity: Coupon: Trade Date: [Initial Interest Determination Date:] Issue Date: Settlement Date: Price to Public: [Proceeds (Before Expenses) to Issuer]: Interest Payment [and Reset] Dates: Underwriters: [Name of Representative] as Representative of the Several Underwriters named in Schedule I hereto [Address of Representative] [ ], 20 Ladies and Gentlemen: Ford Motor Company, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Master Underwriting Agreement dated , (the “Underwriting Agreement”) among the Company and (the “Representative”) to issue and sell to the Underwriters named in Schedule I thereto (the “Underwriters”) on the terms specified in Schedule II hereto the Securities specified in Exhibit A hereto (the “Designated Securities”). Except to the extent amended hereby, each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the aggregate number of shares of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto attributable to such Underwriter as determined pursuant to Section 3 of the Underwriting Agreement. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. You represent that you are authorized on behalf of yourselves and each of the Underwriters to enter into this Pricing Agreement. Very truly yours FORD MOTOR COMPANY By: Name: Title: Accepted as of the date hereof: On behalf of itself and the other Underwriters [REPRESENTATIVE] By: Name: Title: Total Title of Designated Securities: [Shares of common stock, par value $0.01 per share (the “Common Stock’) of the Company.]

Sinking Fund Provisions. [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire $ [$] principal amount of Designated Securities on in each of the years through at 100% of their principal amount plus accrued interest] [, ,together with [cumulative] [non-cumulativenoncumulative] redemptions at the option of the Company to retire an additional $ [$] principal amount of Designated Securities in the years through at 100% of their principal amount plus accrued interest.] [If Designated Securities are Extendable Debt Securities, insert— Extendable Provisions: The Designated ]. Securities are repayable on , [insert date and years], at the option of the holder, at their principal amount with accrued interest. The initial Initial annual interest rate will be %, and thereafter the annual interest rate will be adjusted on , , and to a rate not less than % of the effective annual interest rate on U.S. Treasury obligations with year -year maturities as of the [interest insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Designated Securities are Floating Rate Debt Securities, insert— The initial Initial annual interest rate will be % through [and thereafter will be adjusted [monthly] [on each , , and ] [to an annual rate of % above the average rate for -year [-monthmonth] [securities] [certificates of deposit] issued by and [insert names of banks].] [and the annual interest rate [thereafter] [from through ] will be the interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills plus % of the Interest Differential (the excess, if any, of (i) the then-then current weekly average per annum secondary market yield for -month certificates of deposit over (ii) the then- then current interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills); [from and thereafter the rate will be the then-then current interest yield equivalent plus % of the Interest Differential].] [time and date]Designated Representatives: Address for Notices, 20 The offices of Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. [Immediately available funds] [[New York] Clearing House funds] [None] [Underwriters’ commission shall be % of the principal amount of Designated Securities for which Delayed Delivery Contracts have been entered into. Such commission shall be payable to the order of etc.] [Minimum aggregate principal amount of Designated Securities to be offered and sold pursuant to Delayed Delivery Contracts: $ .] [Minimum aggregate principal amount of Designated Securities to be offered and sold pursuant to Delayed Delivery Contracts: $ .] Materials other than the Statutory Prospectus that comprise the General Disclosure Package: Term Sheet, dated [ ] Issuer: Ford Motor Company SizeThe Kroger Co. Principal Amount: $_____ Security Type: Senior Note Maturity: ______ __, 20__ Coupon: Trade Date: [Initial Interest Determination Date:] Issue Date: Settlement Date: ____% Price to Public: [Proceeds (Before Expenses) ____% Yield to Issuer]Maturity: ____% Spread to Benchmark Treasury: ____% Benchmark Treasury: _____ Benchmark Treasury Spot and Yield: _____ _____% Interest Payment [and Reset] Dates: Underwriters_____ and _____, commencing _____ 2020 Make-Whole Call: [Name of Representative] as Representative of the Several Underwriters named in Schedule I hereto [Address of Representative] [ ]Treasury Rate plus ___ basis points Trade Date: ______ __, 20 Ladies and Gentlemen2020 Settlement Date: Ford Motor Company______ __, a Delaware corporation (the “Company”)2020 Denominations: $2,000 x $1,000 Joint Bookrunners / Co-Managers: BofA Securities, proposesInc. Mizuho Securities USA LLC RBC Capital Markets, subject to the terms and conditions stated herein and in the Master Underwriting Agreement dated LLC Citigroup Global Markets Inc. Fifth Third Securities, (the “Underwriting Agreement”) among the Company and (the “Representative”) to issue and sell to the Underwriters named in Schedule I thereto (the “Underwriters”) on the terms specified in Schedule II hereto the Inc. MUFG Securities specified in Exhibit A hereto (the “Designated Americas Inc. BNY Mellon Capital Markets, LLC Xxxxxxx Xxxxx & Co. LLC PNC Capital Markets LLC Santander Investment Securities Inc. SunTrust Xxxxxxxx Xxxxxxxx, Inc. U.S. Bancorp Investments, Inc. Xxxxx Fargo Securities”). Except to the extent amended hereby, each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Unless otherwise defined hereinLLC CastleOak Securities, terms defined in the Underwriting Agreement are used herein as therein defined. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the aggregate number of shares of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto attributable to such Underwriter as determined pursuant L.P. Pursuant to Section 3 8(d) of the Underwriting Agreement. If , the foregoing is in accordance with your understanding, please sign and return accountants shall furnish letters to us a counterpart hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. You represent that you are authorized on behalf of yourselves and each of the Underwriters to enter into this Pricing Agreement. Very truly yours FORD MOTOR COMPANY By: Name: Title: Accepted as of the date hereof: On behalf of itself and the other Underwriters [REPRESENTATIVE] By: Name: Title: Total Title of Designated Securities: [Shares of common stock, par value $0.01 per share (the “Common Stock’) of the Company.]effect that:

Sinking Fund Provisions. [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire [$ ] principal amount of Designated Securities on in each of the years through at 100% of their principal amount plus accrued interest] [, together with [cumulative] [non-cumulativenoncumulative] redemptions at the option of the Company to retire an additional [$ ] principal amount of Designated Securities in the years through at 100% of their principal amount plus accrued interest.] [If Designated Securities are Extendable Debt Securities, insert— Extendable Provisions: The Designated Securities are repayable on , [insert date and years], at the option of the holder, at their principal amount with accrued interest. The initial annual interest rate will be %, and thereafter the annual interest rate will be adjusted on , , and to a rate not less than % of the effective annual interest rate on U.S. Treasury obligations with year -year maturities as of the [interest insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Designated Securities are Floating Rate Debt Securities, insert— The initial Initial annual interest rate will be % through [and thereafter will be adjusted [monthly] [on each , , and ] [to an annual rate of % above the average rate for -year [-month] [securities] [certificates month][securities][certificates of deposit] issued by and [insert names of banks].] [and the annual interest rate [thereafter] [from through ] will be the interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills plus % of the Interest Differential (the excess, if any, of (i) the then-then current weekly average per annum secondary market yield for -month - month certificates of deposit over (ii) the then- then current interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills); [from and thereafter the rate will be the then-then current interest yield equivalent plus % of the Interest Differential].] [time and date], 20 The offices of Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. [Immediately available funds] [[New York] Clearing House funds] [None] [Underwriters’ commission shall be % of the principal amount of Designated Securities for which Delayed Delivery Contracts have been entered into. Such commission shall be payable to the order of .] [Minimum aggregate principal amount of Designated Securities to be offered and sold pursuant to Delayed Delivery Contracts: $ .] [Minimum aggregate principal amount of Designated Securities to be offered and sold pursuant to Delayed Delivery Contracts: $ .] Materials other than the Statutory Prospectus that comprise the General Disclosure Package: Term Sheet, dated [ ] Issuer: Ford Motor Company Size: Maturity: Coupon: Trade Date: [Initial Interest Determination Date:] Issue Date: Settlement Date: Price to Public: [Proceeds (Before Expenses) to Issuer]: Interest Payment [and Reset] Dates: Underwriters: [Name of Representative] as Representative of the Several Underwriters named in Schedule I hereto [Address of Representative] [ ], 20 Ladies and Gentlemen: Ford Motor Company, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Master Underwriting Agreement dated , (the “Underwriting Agreement”) among the Company and (the “Representative”) to issue and sell to the Underwriters named in Schedule I thereto (the “Underwriters”) on the terms specified in Schedule II hereto the Securities specified in Exhibit A hereto (the “Designated Securities”). Except to the extent amended hereby, each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the aggregate number of shares of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto attributable to such Underwriter as determined pursuant to Section 3 of the Underwriting Agreement. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. You represent that you are authorized on behalf of yourselves and each of the Underwriters to enter into this Pricing Agreement. Very truly yours FORD MOTOR COMPANY By: Name: Title: Accepted as of the date hereof: On behalf of itself and the other Underwriters [REPRESENTATIVE] By: Name: Title: Total Title of Designated Securities: [Shares of common stock, par value $0.01 per share (the “Common Stock’) of the Company.]

Sinking Fund Provisions. [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire $ [$] principal amount of Designated Securities on in each of the years through at 100% of their principal amount plus accrued interest] [, ,together with [cumulative] [non-cumulativenoncumulative] redemptions at the option of the Company to retire an additional $ [$] principal amount of Designated Securities in the years through at 100% of their principal amount plus accrued interest.] [If Designated Securities are Extendable Debt Securities, insert— Extendable Provisions: The Designated ]. Securities are repayable on , [insert date and years], at the option of the holder, at their principal amount with accrued interest. The initial Initial annual interest rate will be %, and thereafter the annual interest rate will be adjusted on , , and to a rate not less than % of the effective annual interest rate on U.S. Treasury obligations with year -year maturities as of the [interest insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Designated Securities are Floating Rate Debt Securities, insert— The initial Initial annual interest rate will be % through [and thereafter will be adjusted [monthly] [on each , , and ] [to an annual rate of % above the average rate for -year [-monthmonth] [securities] [certificates of deposit] issued by and [insert names of banks].] [and the annual interest rate [thereafter] [from through ] will be the interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills plus % of the Interest Differential (the excess, if any, of (i) the then-then current weekly average per annum secondary market yield for -month certificates of deposit over (ii) the then- then current interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills); [from and thereafter the rate will be the then-then current interest yield equivalent plus % of the Interest Differential].] [time and date]Designated Representatives: Address for Notices, etc.: Issuer: The Kroger Co. Principal Amount: $ Security Type: Senior Note Maturity: , 20 The offices of Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. [Immediately available funds] [[New York] Clearing House funds] [None] [Underwriters’ commission shall be % of the principal amount of Designated Securities for which Delayed Delivery Contracts have been entered into. Such commission shall be payable to the order of .] [Minimum aggregate principal amount of Designated Securities to be offered and sold pursuant to Delayed Delivery Contracts: $ .] [Minimum aggregate principal amount of Designated Securities to be offered and sold pursuant to Delayed Delivery Contracts: $ .] Materials other than the Statutory Prospectus that comprise the General Disclosure Package: Term Sheet, dated [ ] Issuer: Ford Motor Company Size: Maturity: Coupon: Trade Date: [Initial Interest Determination Date:] Issue Date: Settlement Date: % Price to Public: [Proceeds (Before Expenses) % Yield to Issuer]Maturity: % Spread to Benchmark Treasury: % Benchmark Treasury: Benchmark Treasury Spot and Yield: % Interest Payment [and Reset] Dates: Underwritersand , commencing 2019 Make-Whole Call: [Name of Representative] as Representative of the Several Underwriters named in Schedule I hereto [Address of Representative] [ ]Treasury Rate plus basis points Trade Date: , 20 Ladies and Gentlemen2019 Settlement Date: Ford Motor Company, 2019 Denominations: $2,000 x $1,000 Joint Bookrunners / Co-Managers: Xxxxx Fargo Securities, LLC Citigroup Global Markets Inc. Xxxxxxx Sachs & Co. LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated U.S. Bancorp Investments, Inc. BB&T Capital Markets, a Delaware corporation (the “Company”)division of BB&T Securities, proposesLLC BNY Mellon Capital Markets, subject to the terms and conditions stated herein and in the Master Underwriting Agreement dated LLC Fifth Third Securities, (the “Underwriting Agreement”) among the Company and (the “Representative”) to issue and sell to the Underwriters named in Schedule I thereto (the “Underwriters”) on the terms specified in Schedule II hereto the Inc. MUFG Securities specified in Exhibit A hereto (the “Designated Securities”). Except to the extent amended herebyAmericas Inc. RBC Capital Markets, each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Unless otherwise defined hereinLLC Santander Investment Securities Inc. Mizuho Securities USA LLC PNC Capital Markets LLC Xxxxxx Xxxxxxxx, terms defined in the Underwriting Agreement are used herein as therein defined. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by referenceLLC The Xxxxxxxx Capital Group, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the aggregate number of shares of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto attributable to such Underwriter as determined pursuant L.P. Pursuant to Section 3 8(d) of the Underwriting Agreement. If , the foregoing is in accordance with your understanding, please sign and return accountants shall furnish letters to us a counterpart hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. You represent that you are authorized on behalf of yourselves and each of the Underwriters to enter into this Pricing Agreement. Very truly yours FORD MOTOR COMPANY By: Name: Title: Accepted as of the date hereof: On behalf of itself and the other Underwriters [REPRESENTATIVE] By: Name: Title: Total Title of Designated Securities: [Shares of common stock, par value $0.01 per share (the “Common Stock’) of the Company.]effect that:

Sinking Fund Provisions. [No sinking fund provisions] [The Designated Purchased Securities are entitled to the benefit of a sinking fund to retire [$ ] principal amount of Designated Purchased Securities on , 20 in each of the years 20 through 20 at 100% of their principal amount plus accrued interest] [, together with [cumulative] [non-cumulativenoncumulative] redemptions at the option of the Company to retire an additional [$ ] principal amount of Designated Purchased Securities in the years 20 through 20 at 100% of their principal amount plus accrued interest.] [If Designated Securities are Extendable Debt Securities, insert— Extendable Provisions: The Designated Purchased Securities are repayable on , 20 [insert date and years], at the option of the holder, at their principal amount with accrued interest. The initial annual interest rate will be %, and thereafter the annual interest rate will be adjusted on , , 20 and 20 to a rate not less than % of the effective annual interest rate on U.S. Treasury obligations with year -year maturities as of the [interest insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Designated Securities are Floating Rate Debt Securities, insert— The initial Initial annual interest rate will be % through , 20 , [and thereafter will be adjusted [monthly] [on each , , and ] [to an annual rate of % above the average rate for -year [-monthmonth] [securities] [certificates of deposit] issued by and [insert names of banks].] [and the annual interest rate [thereafter] [from , 20 , through , 20 ] will be the interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills plus % of the Interest Differential (the excess, if any, of (i) the then-current weekly average per annum secondary market yield for -month certificates of deposit over (ii) the then- then current interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills); [from , 20 , and thereafter the rate will be the then-current interest yield equivalent plus % of the Interest Differential].] [time and date]If Purchased Securities are exchangeable securities, 20 The offices insert – Exchangeable Note: Whether the Purchased Securities are Optionally Exchangeable or Mandatorily Exchangeable or are otherwise a form of Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. [Immediately available funds] [[New York] Clearing House funds] [None] [Underwriters’ commission shall be % of the principal amount of Designated Securities for which Delayed Delivery Contracts have been entered into. Such commission shall be payable to the order of .] [Minimum aggregate principal amount of Designated Securities to be offered and sold pursuant to Delayed Delivery Contracts: $ .] [Minimum aggregate principal amount of Designated Securities to be offered and sold pursuant to Delayed Delivery Contracts: $ .] Materials other than the Statutory Prospectus that comprise the General Disclosure Package: Term Sheet, dated [ ] Issuer: Ford Motor Company Size: Maturity: Coupon: Trade Date: [Initial Interest Determination Date:] Issue Date: Settlement Date: Price to Public: [Proceeds (Before Expenses) to Issuer]: Interest Payment [and Reset] Dates: Underwriters: [Name of Representative] as Representative of the Several Underwriters named in Schedule I hereto [Address of Representative] [ ], 20 Ladies and Gentlemen: Ford Motor Company, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Master Underwriting Agreement dated , (the “Underwriting Agreement”) among the Company and (the “Representative”) to issue and sell to the Underwriters named in Schedule I thereto (the “Underwriters”) on the terms specified in Schedule II hereto the Securities specified in Exhibit A hereto (the “Designated Securities”). Except to the extent amended hereby, each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the aggregate number of shares of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto attributable to such Underwriter as determined pursuant to Section 3 of the Underwriting Agreement. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. You represent that you are authorized on behalf of yourselves and each of the Underwriters to enter into this Pricing Agreement. Very truly yours FORD MOTOR COMPANY By: Name: Title: Accepted as of the date hereof: On behalf of itself and the other Underwriters [REPRESENTATIVE] By: Name: Title: Total Title of Designated Securities: [Shares of common stock, par value $0.01 per share (the “Common Stock’) of the Companyexchangeable security.]

Sinking Fund Provisions. [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire [$ ] principal amount of Designated Securities on in each of the years through at 100% of their principal amount plus accrued interest] [, together with [cumulative] [non-cumulativenoncumulative] redemptions at the option of the Company to retire an additional [$ ] principal amount of Designated Securities in the years through at 100% of their principal amount plus accrued interest.] [If Designated Securities are Extendable Debt Securitiesextendable debt securities, insert— Extendable Provisionsinsert-- --------------------------------------------------------------- EXTENDABLE PROVISIONS: The Designated Securities are repayable on , [insert date and years], at the option of the holder, at their principal amount with accrued interest. The initial annual interest rate will be %, and thereafter the annual interest rate will be adjusted on , , and to a rate not less than % of the effective annual interest rate on U.S. Treasury obligations with year -year maturities as of the [interest insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Designated Securities are Floating Rate Debt Securitiesfloating rate debt securities, insert— The initial insert-- ------------------------------------------------------------------ FLOATING RATE PROVISIONS: Initial annual interest rate will be % through [and thereafter will be adjusted [monthly] [on each , , and ] [to an annual rate of % above the average rate for -year [-month] [securities] [certificates month][securities][certificates of deposit] issued by and [insert names of banks].] [and the annual interest rate [thereafter] [from through ] will be the interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills plus % of the Interest Differential (the excess, if any, of (i) the then-then current weekly average per annum secondary market yield for -month certificates of deposit over (ii) the then- then current interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills); [from and thereafter the rate will be the then-then current interest yield equivalent plus % of the Interest Differential].] [time and date]DEFEASANCE PROVISIONS: CLOSING LOCATION FOR DELIVERY OF DESIGNATED SECURITIES: ADDITIONAL CLOSING CONDITIONS: NAMES AND ADDRESSES OF REPRESENTATIVES: Designated Representatives: Address for Notices, 20 The offices of Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. [Immediately available funds] [[New York] Clearing House funds] [None] [Underwriters’ commission shall be % of the principal amount of Designated Securities for which Delayed Delivery Contracts have been entered into. Such commission shall be payable to the order of etc.] [Minimum aggregate principal amount of Designated Securities to be offered and sold pursuant to Delayed Delivery Contracts: $ .] [Minimum aggregate principal amount of Designated Securities to be offered and sold pursuant to Delayed Delivery Contracts: $ .] Materials other than the Statutory Prospectus that comprise the General Disclosure Package: Term Sheet, dated [ ] Issuer: Ford Motor Company Size: Maturity: Coupon: Trade Date: [Initial Interest Determination Date:] Issue DateOTHER TERMS] : Settlement Date: Price to Public: [Proceeds (Before Expenses) to Issuer]: Interest Payment [and Reset] Dates: Underwriters: [Name of Representative] as Representative of the Several Underwriters named in Schedule I hereto [Address of Representative] [ ], 20 Ladies and Gentlemen: Ford Motor Company, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Master Underwriting Agreement dated , (the “Underwriting Agreement”) among the Company and (the “Representative”) to issue and sell to the Underwriters named in Schedule I thereto (the “Underwriters”) on the terms specified in Schedule ANNEX II hereto the Securities specified in Exhibit A hereto (the “Designated Securities”). Except to the extent amended hereby, each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the aggregate number of shares of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto attributable to such Underwriter as determined pursuant Pursuant to Section 3 7(e) of the Underwriting Agreement. If , the foregoing is in accordance with your understanding, please sign and return accountants shall furnish letters to us a counterpart hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. You represent that you are authorized on behalf of yourselves and each of the Underwriters to enter into this Pricing Agreement. Very truly yours FORD MOTOR COMPANY By: Name: Title: Accepted as of the date hereof: On behalf of itself and the other Underwriters [REPRESENTATIVE] By: Name: Title: Total Title of Designated Securities: [Shares of common stock, par value $0.01 per share (the “Common Stock’) of the Company.]effect that:

Sinking Fund Provisions. [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire $ [$]__________ principal amount of Designated Securities on ____________ in each of the years _____ through _____ at 100% of their principal amount plus accrued interest] [, together with [cumulative] [non-cumulativenoncumulative] redemptions at the option of the Company Issuer to retire an additional $ [$]_________ principal amount of Designated Securities in the years _____ through _____ at 100% of their principal amount plus accrued interest.] ]. [If Designated Securities are Extendable Debt extendable debt Securities, insert— Extendable Provisions: The Designated insert ---] Securities are repayable on ________, ___ [insert day and years], at the option of the holder, at their principal amount with accrued interest. The initial Initial annual interest rate will be ___%, and thereafter the annual interest rate will be adjusted on __________, __ and ______, and __ to a rate not less than ___% of the effective annual interest rate on U.S. Treasury obligations with year ____-year maturities as of the [interest insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Designated Securities are Floating Rate Debt Securities, insert— The initial debt Securities insert ---] Initial annual interest rate will be ___% through ___[and thereafter will be adjusted [monthly] [on each _________, _________, ________ and __________] [to an annual rate of ____% above the average rate for ____-year [-monthmonth] [securities] [certificates of deposit] issued by ________ and ________ [insert names of banks].] [and the annual interest rate [thereafter] [from _________ through _________] will be the interest yield equivalent of the weekly average per annum market discount rate for ____-month Treasury bills plus ___% of the Interest Differential (the excess, if any, of (i) the then-current then currently weekly average per annum secondary market yield for ___-month certificates of deposit over (ii) the then- then current interest yield equivalent of the weekly average per annum market discount rate for ___-month Treasury bills); [from _________ and thereafter the rate will be the then-then current interest yield equivalent plus ___% of the Interest Differential].] [time and date]Designated Representatives: Address for Notices, 20 The offices etc.: * A description of Shearman & Sterling LLPparticular tax, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. [Immediately available funds] [[New York] Clearing House funds] [None] [Underwriters’ commission shall be % accounting or other unusual features (such as the addition of event risk language) of the principal amount of Designated Securities for which Delayed Delivery Contracts have been entered into. Such commission shall should be payable set forth, or referenced to an attached and accompanying description, if necessary to ensure agreement as to the order terms of .] [Minimum aggregate principal amount of Designated the Securities to be offered purchased and sold pursuant to Delayed Delivery Contracts: $ .] [Minimum aggregate principal amount of Designated Securities to sold. Such a description might appropriately be offered and sold pursuant to Delayed Delivery Contracts: $ .] Materials other than the Statutory Prospectus that comprise the General Disclosure Package: Term Sheet, dated [ ] Issuer: Ford Motor Company Size: Maturity: Coupon: Trade Date: [Initial Interest Determination Date:] Issue Date: Settlement Date: Price to Public: [Proceeds (Before Expenses) to Issuer]: Interest Payment [and Reset] Dates: Underwriters: [Name of Representative] as Representative of the Several Underwriters named in Schedule I hereto [Address of Representative] [ ], 20 Ladies and Gentlemen: Ford Motor Company, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Master Underwriting Agreement dated , (the “Underwriting Agreement”) among the Company and (the “Representative”) to issue and sell to the Underwriters named form in Schedule I thereto (the “Underwriters”) on the terms specified in Schedule II hereto the Securities specified in Exhibit A hereto (the “Designated Securities”). Except to the extent amended hereby, each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety and shall which such features will be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Unless otherwise defined herein, terms defined described in the Underwriting Agreement are used herein as therein defined. Subject to Prospectus Supplement for the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the aggregate number of shares of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto attributable to such Underwriter as determined pursuant to Section 3 of the Underwriting Agreement. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. You represent that you are authorized on behalf of yourselves and each of the Underwriters to enter into this Pricing Agreement. Very truly yours FORD MOTOR COMPANY By: Name: Title: Accepted as of the date hereof: On behalf of itself and the other Underwriters [REPRESENTATIVE] By: Name: Title: Total Title of Designated Securities: [Shares of common stock, par value $0.01 per share (the “Common Stock’) of the Companyoffering.]

Sinking Fund Provisions. [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire $ [$] principal amount of Designated Securities on in each of the years through at 100% of their principal amount plus accrued interest] [, ,together with [cumulative] [non-cumulativenoncumulative] redemptions at the option of the Company to retire an additional $ [$] principal amount of Designated Securities in the years through at 100% of their principal amount plus accrued interest.] ]. [If Designated Securities are Extendable Debt extendable debt Securities, insertinsert — Extendable Provisions: The Designated Securities are repayable on , [insert date and years], at the option of the holder, at their principal amount with accrued interest. The initial Initial annual interest rate will be %, and thereafter the annual interest rate will be adjusted on , , and to a rate not less than % of the effective annual interest rate on U.S. Treasury obligations with year -year maturities as of the [interest insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Designated Securities are Floating Rate Debt Securities, insert— The initial Initial annual interest rate will be % through [and thereafter will be adjusted [monthly] [on each , , and ] [to an annual rate of % above the average rate for -year [-monthmonth] [securities] [certificates of deposit] issued by and [insert names of banks].] [and the annual interest rate [thereafter] [from through ] will be the interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills plus % of the Interest Differential (the excess, if any, of (i) the then-then current weekly average per annum secondary market yield for -month certificates of deposit over (ii) the then- then current interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills); [from and thereafter the rate will be the then-then current interest yield equivalent plus % of the Interest Differential].] [time and date]Designated Representatives: Address for Notices, etc.: Issuer: The Kroger Co. Principal Amount: $ Security Type: Senior Note Maturity: , 20 The offices of Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. [Immediately available funds] [[New York] Clearing House funds] [None] [Underwriters’ commission shall be % of the principal amount of Designated Securities for which Delayed Delivery Contracts have been entered into. Such commission shall be payable to the order of .] [Minimum aggregate principal amount of Designated Securities to be offered and sold pursuant to Delayed Delivery Contracts: $ .] [Minimum aggregate principal amount of Designated Securities to be offered and sold pursuant to Delayed Delivery Contracts: $ .] Materials other than the Statutory Prospectus that comprise the General Disclosure Package: Term Sheet, dated [ ] Issuer: Ford Motor Company Size: Maturity: Coupon: Trade Date: [Initial Interest Determination Date:] Issue Date: Settlement Date: % Price to Public: [Proceeds (Before Expenses) % Yield to Issuer]Maturity: % Spread to Benchmark Treasury: % Benchmark Treasury: Benchmark Treasury Spot and Yield: % Interest Payment [and Reset] Dates: Underwritersand , commencing 2018 Make-Whole Call: [Name of Representative] as Representative of the Several Underwriters named in Schedule I hereto [Address of Representative] [ ]Treasury Rate plus basis points Trade Date: , 20 Ladies and Gentlemen2017 Settlement Date: Ford Motor Company, 2017 Denominations: $2,000 x $1,000 Joint Bookrunners / Co-Managers: Mizuho Securities USA LLC Citigroup Global Markets Inc. Xxxxxxx Sachs & Co. LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated RBC Capital Markets, LLC U.S. Bancorp Investments, Inc. Xxxxx Fargo Securities, LLC BB&T Capital Markets, a Delaware corporation (the “Company”)division of BB&T Securities, proposesLLC BNY Mellon Capital Markets, subject to the terms and conditions stated herein and in the Master Underwriting Agreement dated LLC Fifth Third Securities, (the “Underwriting Agreement”) among the Company and (the “Representative”) to issue and sell to the Underwriters named in Schedule I thereto (the “Underwriters”) on the terms specified in Schedule II hereto the Inc. MUFG Securities specified in Exhibit A hereto (the “Designated Americas Inc. PNC Capital Markets LLC Santander Investment Securities Inc. The Xxxxxxxx Capital Group, L.P. CastleOak Securities”). Except to the extent amended hereby, each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the aggregate number of shares of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto attributable to such Underwriter as determined pursuant L.P. Pursuant to Section 3 8(d) of the Underwriting Agreement. If , the foregoing is in accordance with your understanding, please sign and return accountants shall furnish letters to us a counterpart hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. You represent that you are authorized on behalf of yourselves and each of the Underwriters to enter into this Pricing Agreement. Very truly yours FORD MOTOR COMPANY By: Name: Title: Accepted as of the date hereof: On behalf of itself and the other Underwriters [REPRESENTATIVE] By: Name: Title: Total Title of Designated Securities: [Shares of common stock, par value $0.01 per share (the “Common Stock’) of the Company.]effect that:

Sinking Fund Provisions. [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire $ [$] principal amount of Designated Securities on in each of the years through at 100% of their principal amount plus accrued interest] [, ,together with [cumulative] [non-cumulativenoncumulative] redemptions at the option of the Company to retire an additional $ [$] principal amount of Designated Securities in the years through at 100% of their principal amount plus accrued interest.] [If Designated Securities are Extendable Debt Securities, insert— Extendable Provisions: The Designated ]. Securities are repayable on , [insert date and years], at the option of the holder, at their principal amount with accrued interest. The initial Initial annual interest rate will be %, and thereafter the annual interest rate will be adjusted on , , and to a rate not less than % of the effective annual interest rate on U.S. Treasury obligations with year -year maturities as of the [interest insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Designated Securities are Floating Rate Debt Securities, insert— The initial Initial annual interest rate will be % through [and thereafter will be adjusted [monthly] [on each , , and ] [to an annual rate of % above the average rate for -year [-monthmonth] [securities] [certificates of deposit] issued by and [insert names of banks].] [and the annual interest rate [thereafter] [from through ] will be the interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills plus % of the Interest Differential (the excess, if any, of (i) the then-then current weekly average per annum secondary market yield for -month certificates of deposit over (ii) the then- then current interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills); [from and thereafter the rate will be the then-then current interest yield equivalent plus % of the Interest Differential].] [time and date]Designated Representatives: Address for Notices, etc.: % Notes due Issuer: The Kroger Co. Principal Amount: $ Security Type: Senior Note Maturity: , 20 The offices of Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. [Immediately available funds] [[New York] Clearing House funds] [None] [Underwriters’ commission shall be % of the principal amount of Designated Securities for which Delayed Delivery Contracts have been entered into. Such commission shall be payable to the order of .] [Minimum aggregate principal amount of Designated Securities to be offered and sold pursuant to Delayed Delivery Contracts: $ .] [Minimum aggregate principal amount of Designated Securities to be offered and sold pursuant to Delayed Delivery Contracts: $ .] Materials other than the Statutory Prospectus that comprise the General Disclosure Package: Term Sheet, dated [ ] Issuer: Ford Motor Company Size: Maturity: Coupon: Trade Date: [Initial Interest Determination Date:] Issue Date: Settlement Date: % Price to Public: [Proceeds (Before Expenses) % Yield to Issuer]Maturity: % Spread to Benchmark Treasury: % Benchmark Treasury: Benchmark Treasury Spot and Yield: % Interest Payment [and Reset] Dates: Underwritersand , commencing 2017 Make-Whole Call: [Name of Representative] as Representative of the Several Underwriters named in Schedule I hereto [Address of Representative] [ ]Treasury Rate plus basis points Trade Date: , 20 Ladies and Gentlemen2016 Settlement Date: Ford Motor Company, 2016 Denominations: $2,000 x $1,000 Joint Bookrunners: Citigroup Global Markets Inc. Xxxxxxx, Xxxxx & Co. Xxxxx Fargo Securities, LLC BB&T Capital Markets, a Delaware corporation (the “Company”)division of BB&T Securities, proposesLLC BNY Mellon Capital Markets, subject to the terms and conditions stated herein and in the Master Underwriting Agreement dated LLC Fifth Third Securities, (the “Underwriting Agreement”) among the Company and (the “Representative”) to issue and sell to the Underwriters named in Schedule I thereto (the “Underwriters”) on the terms specified in Schedule II hereto the Inc. PNC Capital Markets LLC Santander Investment Securities specified in Exhibit A hereto (the “Designated Inc. Co-Managers: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated MUFG Securities Americas Inc. Mizuho Securities USA Inc. RBC Capital Markets, LLC U.S. Bancorp Investments, Inc. The Xxxxxxxx Capital Group, L.P. CastleOak Securities”). Except to the extent amended hereby, each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the aggregate number of shares of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto attributable to such Underwriter as determined pursuant L.P. Pursuant to Section 3 8(d) of the Underwriting Agreement. If , the foregoing is in accordance with your understanding, please sign and return accountants shall furnish letters to us a counterpart hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. You represent that you are authorized on behalf of yourselves and each of the Underwriters to enter into this Pricing Agreement. Very truly yours FORD MOTOR COMPANY By: Name: Title: Accepted as of the date hereof: On behalf of itself and the other Underwriters [REPRESENTATIVE] By: Name: Title: Total Title of Designated Securities: [Shares of common stock, par value $0.01 per share (the “Common Stock’) of the Company.]effect that:

Sinking Fund Provisions. [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire $ [$] principal amount of Designated Securities on in each of the years through at 100% of their principal amount plus accrued interest] [, ,together with [cumulative] [non-cumulativenoncumulative] redemptions at the option of the Company to retire an additional $ [$] principal amount of Designated Securities in the years through at 100% of their principal amount plus accrued interest.] [If Designated Securities are Extendable Debt Securities, insert— Extendable Provisions: The Designated ]. Securities are repayable on , [insert date and years], at the option of the holder, at their principal amount with accrued interest. The initial Initial annual interest rate will be %, and thereafter the annual interest rate will be adjusted on , , and to a rate not less than % of the effective annual interest rate on U.S. Treasury obligations with year -year maturities as of the [interest insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Designated Securities are Floating Rate Debt Securities, insert— The initial Initial annual interest rate will be % through [and thereafter will be adjusted [monthly] [on each , , and ] [to an annual rate of % above the average rate for -year [-monthmonth] [securities] [certificates of deposit] issued by and [insert names of banks].] [and the annual interest rate [thereafter] [from through ] will be the interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills plus % of the Interest Differential (the excess, if any, of (i) the then-then current weekly average per annum secondary market yield for -month certificates of deposit over (ii) the then- then current interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills); [from and thereafter the rate will be the then-then current interest yield equivalent plus % of the Interest Differential].] [time and date]Designated Representatives: Address for Notices, etc.: Issuer: The Kroger Co. Principal Amount: $ Security Type: Senior Note Maturity: , 20 The offices of Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. [Immediately available funds] [[New York] Clearing House funds] [None] [Underwriters’ commission shall be % of the principal amount of Designated Securities for which Delayed Delivery Contracts have been entered into. Such commission shall be payable to the order of .] [Minimum aggregate principal amount of Designated Securities to be offered and sold pursuant to Delayed Delivery Contracts: $ .] [Minimum aggregate principal amount of Designated Securities to be offered and sold pursuant to Delayed Delivery Contracts: $ .] Materials other than the Statutory Prospectus that comprise the General Disclosure Package: Term Sheet, dated [ ] Issuer: Ford Motor Company Size: Maturity: Coupon: Trade Date: [Initial Interest Determination Date:] Issue Date: Settlement Date: % Price to Public: [Proceeds (Before Expenses) % Yield to Issuer]Maturity: % Spread to Benchmark Treasury: % Benchmark Treasury: Benchmark Treasury Spot and Yield: % Interest Payment [and Reset] Dates: Underwritersand , commencing , 2012 Make-Whole Call: [Name of Representative] as Representative of the Several Underwriters named in Schedule I hereto [Address of Representative] [ ]Treasury Rate plus basis points Trade Date: , 20 Ladies and Gentlemen2012 Settlement Date: Ford Motor Company, a Delaware corporation 2012 Denominations: $2,000 x $1,000 Ratings: Joint Bookrunners: Xxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated Mitsubishi UFJ Securities (the “Company”USA), proposesInc. U.S. Bancorp Investments, subject to the terms and conditions stated herein and in the Master Underwriting Agreement dated Inc. Co-Managers: BNY Mellon Capital Markets, (the “Underwriting Agreement”) among the Company and (the “Representative”) to issue and sell to the Underwriters named in Schedule I thereto (the “Underwriters”) on the terms specified in Schedule II hereto the Securities specified in Exhibit A hereto (the “Designated LLC Citigroup Global Markets Inc. Xxxxxx Xxxxxxxx, LLC Fifth Third Securities”). Except to the extent amended hereby, each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the aggregate number of shares of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto attributable to such Underwriter as determined pursuant Inc. PNC Capital Markets LLC Pursuant to Section 3 8(d) of the Underwriting Agreement. If , the foregoing is in accordance with your understanding, please sign and return accountants shall furnish letters to us a counterpart hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. You represent that you are authorized on behalf of yourselves and each of the Underwriters to enter into this Pricing Agreement. Very truly yours FORD MOTOR COMPANY By: Name: Title: Accepted as of the date hereof: On behalf of itself and the other Underwriters [REPRESENTATIVE] By: Name: Title: Total Title of Designated Securities: [Shares of common stock, par value $0.01 per share (the “Common Stock’) of the Company.]effect that:

Sinking Fund Provisions. [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire $ [$] principal amount of Designated Securities on in each of the years through at 100% of their principal amount plus accrued interest] [, ,together with [cumulative] [non-cumulativenoncumulative] redemptions at the option of the Company to retire an additional $ [$] principal amount of Designated Securities in the years through at 100% of their principal amount plus accrued interest.] [If Designated Securities are Extendable Debt Securities, insert— Extendable Provisions: The Designated ]. Securities are repayable on , [insert date and years], at the option of the holder, at their principal amount with accrued interest. The initial Initial annual interest rate will be %, and thereafter the annual interest rate will be adjusted on , , and to a rate not less than % of the effective annual interest rate on U.S. Treasury obligations with year -year maturities as of the [interest insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Designated Securities are Floating Rate Debt Securities, insert— The initial Initial annual interest rate will be % through [and thereafter will be adjusted [monthly] [on each , , and ] [to an annual rate of % above the average rate for -year [-monthmonth] [securities] [certificates of deposit] issued by and [insert names of banks].] [and the annual interest rate [thereafter] [from through ] will be the interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills plus % of the Interest Differential (the excess, if any, of (i) the then-then current weekly average per annum secondary market yield for -month certificates of deposit over (ii) the then- then current interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills); [from and thereafter the rate will be the then-then current interest yield equivalent plus % of the Interest Differential].] [time and date]Designated Representatives: Address for Notices, etc.: Issuer: The Kroger Co. Principal Amount: $ Security Type: Senior Note Maturity: , 20 The offices of Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. [Immediately available funds] [[New York] Clearing House funds] [None] [Underwriters’ commission shall be % of the principal amount of Designated Securities for which Delayed Delivery Contracts have been entered into. Such commission shall be payable to the order of .] [Minimum aggregate principal amount of Designated Securities to be offered and sold pursuant to Delayed Delivery Contracts: $ .] [Minimum aggregate principal amount of Designated Securities to be offered and sold pursuant to Delayed Delivery Contracts: $ .] Materials other than the Statutory Prospectus that comprise the General Disclosure Package: Term Sheet, dated [ ] Issuer: Ford Motor Company Size: Maturity: Coupon: Trade Date: [Initial Interest Determination Date:] Issue Date: Settlement Date: % Price to Public: [Proceeds (Before Expenses) % Yield to Issuer]Maturity: % Spread to Benchmark Treasury: % Benchmark Treasury: Benchmark Treasury Spot and Yield: % Interest Payment [and Reset] Dates: Underwritersand , commencing , 2010 Make-Whole Call: [Name Treasury Rate plus basis points (no call premium in six months prior to maturity) Trade Date: , 2010 Settlement Date: , 2010 Denominations: $2,000 x $1,000 Ratings: Joint Bookrunners: Banc of Representative] as Representative of the Several Underwriters named in Schedule I hereto [Address of Representative] [ ]America Securities LLC U.S. Bancorp Investments, 20 Ladies and GentlemenInc. Xxxxx Fargo Securities, LLC Co-Managers: Ford Motor CompanyBNY Mellon Capital Markets, a Delaware corporation (the “Company”)LLC RBS Securities Inc. Rabo Securities USA, proposesInc. CastleOak Securities, subject to the terms and conditions stated herein and in the Master Underwriting Agreement dated , (the “Underwriting Agreement”) among the Company and (the “Representative”) to issue and sell to the Underwriters named in Schedule I thereto (the “Underwriters”) on the terms specified in Schedule II hereto the Securities specified in Exhibit A hereto (the “Designated Securities”). Except to the extent amended hereby, each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the aggregate number of shares of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto attributable to such Underwriter as determined pursuant L.P. Pursuant to Section 3 8(d) of the Underwriting Agreement. If , the foregoing is in accordance with your understanding, please sign and return accountants shall furnish letters to us a counterpart hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. You represent that you are authorized on behalf of yourselves and each of the Underwriters to enter into this Pricing Agreement. Very truly yours FORD MOTOR COMPANY By: Name: Title: Accepted as of the date hereof: On behalf of itself and the other Underwriters [REPRESENTATIVE] By: Name: Title: Total Title of Designated Securities: [Shares of common stock, par value $0.01 per share (the “Common Stock’) of the Company.]effect that:

Sinking Fund Provisions. [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire $ [$] principal amount of Designated Securities on in each of the years through at 100% of their principal amount plus accrued interest] [, together with [cumulative] [non-cumulativenoncumulative] redemptions at the option of the Company to retire an additional $ [$] principal amount of Designated Securities in the years through at 100% of their principal amount plus accrued interest.] [If Designated Securities are Extendable Debt Securities, insert— Extendable Provisions: The ]. Designated Securities are repayable on [insert date and years], at the option of the holder, at their principal amount with accrued interest. The initial annual interest rate will be %, and thereafter the annual interest rate will be adjusted on , , and to a rate not less than % of the effective annual interest rate on U.S. Treasury obligations with year -year maturities as of the [interest insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Designated Securities are Floating Rate Debt Securities, insert— The initial Initial annual interest rate will be % through [and thereafter will be adjusted [monthly] [on each , , and ] [to an annual rate of % above the average rate for -year [-monthmonth] [securities] [certificates of deposit] issued by and [insert names of banks].] [and the annual interest rate [thereafter] [from through ] will be the interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills plus % of the Interest Differential (the excess, if any, of (i) the then-then current weekly average per annum secondary market yield for -month certificates of deposit over (ii) the then- then current interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills); [from and thereafter the rate will be the then-then current interest yield equivalent plus % of the Interest Differential].] Designated Representatives: Address for Notices, etc.: [time and date]Other Terms]•: • Set forth or reference to an attached description any particular tax, 20 The offices of Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. [Immediately available funds] [[New York] Clearing House funds] [None] [Underwriters’ commission shall be % accounting or other unusual features of the principal amount of Designated Securities for which Delayed Delivery Contracts have been entered into. Such commission shall be payable to the order of Securities.] [Minimum aggregate principal amount of Designated Securities to be offered and sold pursuant to Delayed Delivery Contracts: $ .] [Minimum aggregate principal amount of Designated Securities to be offered and sold pursuant to Delayed Delivery Contracts: $ .] Materials other than the Statutory Prospectus that comprise the General Disclosure Package: Term Sheet, dated [ ] Issuer: Ford Motor Company Size: Maturity: Coupon: Trade Date: [Initial Interest Determination Date:] Issue Date: Settlement Date: Price to Public: [Proceeds (Before Expenses) to Issuer]: Interest Payment [and Reset] Dates: Underwriters: [Name of Representative] as Representative of the Several Underwriters named in Schedule I hereto [Address of Representative] [ ], 20 Ladies and Gentlemen: Ford Motor Company, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Master Underwriting Agreement dated , (the “Underwriting Agreement”) among the Company and (the “Representative”) to issue and sell to the Underwriters named in Schedule I thereto (the “Underwriters”) on the terms specified in Schedule II hereto the Securities specified in Exhibit A hereto (the “Designated Securities”). Except to the extent amended hereby, each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the aggregate number of shares of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto attributable to such Underwriter as determined pursuant to Section 3 of the Underwriting Agreement. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. You represent that you are authorized on behalf of yourselves and each of the Underwriters to enter into this Pricing Agreement. Very truly yours FORD MOTOR COMPANY By: Name: Title: Accepted as of the date hereof: On behalf of itself and the other Underwriters [REPRESENTATIVE] By: Name: Title: Total Title of Designated Securities: [Shares of common stock, par value $0.01 per share (the “Common Stock’) of the Company.]

Sinking Fund Provisions. [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire $ [$]__________ principal amount of Designated Securities on ____________ in each of the years _____ through _____ at 100% of their principal amount plus accrued interest] [, together with [cumulative] [non-cumulativenoncumulative] redemptions at the option of the Company to retire an additional $ [$]_________ principal amount of Designated Securities in the years _____ through _____ at 100% of their principal amount plus accrued interest.] ]. [If Designated Securities are Extendable Debt extendable debt Securities, insert— Extendable Provisions: The Designated insert ---] Securities are repayable on ________, ___ [insert day and years], at the option of the holder, at their principal amount with accrued interest. The initial Initial annual interest rate will be ___%, and thereafter the annual interest rate will be adjusted on __________, __ and ______, and __ to a rate not less than ___% of the effective annual interest rate on U.S. Treasury obligations with year ____-year maturities as of the [interest insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Designated Securities are Floating Rate Debt Securities, insert— The initial debt Securities insert ---] Initial annual interest rate will be ___% through ___[and thereafter will be adjusted [monthly] [on each _________, _________, ________ and __________] [to an annual rate of ____% above the average rate for ____-year [-monthmonth] [securities] [certificates of deposit] issued by ________ and ________ [insert names of banks].] [and the annual interest rate [thereafter] [from _________ through _________] will be the interest yield equivalent of the weekly average per annum market discount rate for ____-month Treasury bills plus ___% of the Interest Differential (the excess, if any, of (i) the then-current then currently weekly average per annum secondary market yield for ___-month certificates of deposit over (ii) the then- then current interest yield equivalent of the weekly average per annum market discount rate for ___-month Treasury bills); [from _________ and thereafter the rate will be the then-then current interest yield equivalent plus ___% of the Interest Differential].] [time and date]Designated Representatives: Address for Notices, 20 The offices etc.: * A description of Shearman & Sterling LLPparticular tax, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. [Immediately available funds] [[New York] Clearing House funds] [None] [Underwriters’ commission shall be % accounting or other unusual features (such as the addition of event risk language) of the principal amount of Designated Securities for which Delayed Delivery Contracts have been entered into. Such commission shall should be payable set forth, or referenced to an attached and accompanying description, if necessary to ensure agreement as to the order terms of .] [Minimum aggregate principal amount of Designated the Securities to be offered purchased and sold pursuant to Delayed Delivery Contracts: $ .] [Minimum aggregate principal amount of Designated Securities to sold. Such a description might appropriately be offered and sold pursuant to Delayed Delivery Contracts: $ .] Materials other than the Statutory Prospectus that comprise the General Disclosure Package: Term Sheet, dated [ ] Issuer: Ford Motor Company Size: Maturity: Coupon: Trade Date: [Initial Interest Determination Date:] Issue Date: Settlement Date: Price to Public: [Proceeds (Before Expenses) to Issuer]: Interest Payment [and Reset] Dates: Underwriters: [Name of Representative] as Representative of the Several Underwriters named in Schedule I hereto [Address of Representative] [ ], 20 Ladies and Gentlemen: Ford Motor Company, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Master Underwriting Agreement dated , (the “Underwriting Agreement”) among the Company and (the “Representative”) to issue and sell to the Underwriters named form in Schedule I thereto (the “Underwriters”) on the terms specified in Schedule II hereto the Securities specified in Exhibit A hereto (the “Designated Securities”). Except to the extent amended hereby, each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety and shall which such features will be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Unless otherwise defined herein, terms defined described in the Underwriting Agreement are used herein as therein defined. Subject to Prospectus Supplement for the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the aggregate number of shares of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto attributable to such Underwriter as determined pursuant to Section 3 of the Underwriting Agreement. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. You represent that you are authorized on behalf of yourselves and each of the Underwriters to enter into this Pricing Agreement. Very truly yours FORD MOTOR COMPANY By: Name: Title: Accepted as of the date hereof: On behalf of itself and the other Underwriters [REPRESENTATIVE] By: Name: Title: Total Title of Designated Securities: [Shares of common stock, par value $0.01 per share (the “Common Stock’) of the Companyoffering.]

Sinking Fund Provisions. [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire $ [$] principal amount of Designated Securities on in each of the years through at 100% of their principal amount plus accrued interest] [, ,together with [cumulative] [non-cumulativenoncumulative] redemptions at the option of the Company to retire an additional $ [$] principal amount of Designated Securities in the years through at 100% of their principal amount plus accrued interest.] [If Designated Securities are Extendable Debt Securities, insert— Extendable Provisions: The Designated ]. Securities are repayable on , [insert date and years], at the option of the holder, at their principal amount with accrued interest. The initial Initial annual interest rate will be %, and thereafter the annual interest rate will be adjusted on , , and to a rate not less than % of the effective annual interest rate on U.S. Treasury obligations with —year maturities as of the [interest insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Designated Securities are Floating Rate Debt Securities, insert— The initial Initial annual interest rate will be % through [and thereafter will be adjusted [monthly] [on each , , and ] [to an annual rate of % above the average rate for -year [-monthmonth] [securities] [certificates of deposit] issued by and [insert names of banks].] [and the annual interest rate [thereafter] [from through ] will be the interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills plus % of the Interest Differential (the excess, if any, of (i) the then-then current weekly average per annum secondary market yield for -month certificates of deposit over (ii) the then- then current interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills); [from and thereafter the rate will be the then-then current interest yield equivalent plus % of the Interest Differential].] [time and date]Designated Representatives: Address for Notices, etc.: Issuer: The Kroger Co. Principal Amount: $ Security Type: Senior Note Maturity: , 20 The offices of Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. [Immediately available funds] [[New York] Clearing House funds] [None] [Underwriters’ commission shall be % of the principal amount of Designated Securities for which Delayed Delivery Contracts have been entered into. Such commission shall be payable to the order of .] [Minimum aggregate principal amount of Designated Securities to be offered and sold pursuant to Delayed Delivery Contracts: $ .] [Minimum aggregate principal amount of Designated Securities to be offered and sold pursuant to Delayed Delivery Contracts: $ .] Materials other than the Statutory Prospectus that comprise the General Disclosure Package: Term Sheet, dated [ ] Issuer: Ford Motor Company Size: Maturity: Coupon: Trade Date: [Initial Interest Determination Date:] Issue Date: Settlement Date: % Price to Public: [Proceeds (Before Expenses) % Yield to Issuer]Maturity: % Spread to Benchmark Treasury: % Benchmark Treasury: Benchmark Treasury Spot and Yield: % Interest Payment [and Reset] Dates: Underwritersand , commencing , 2014 Make-Whole Call: [Name of Representative] as Representative of the Several Underwriters named in Schedule I hereto [Address of Representative] [ ]Treasury Rate plus basis points Trade Date: , 20 Ladies and Gentlemen2012 Settlement Date: Ford Motor Company, a Delaware corporation 2012 Denominations: $2,000 x $1,000 Ratings: Joint Bookrunners: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated U.S. Bancorp Investments, Inc. Xxxxx Fargo Securities, LLC Citigroup Global Markets Inc. RBS Securities Inc. Co-Managers: Fifth Third Securities, Inc. BNY Mellon Capital Markets, LLC Mitsubishi UFJ Securities (the “Company”USA), proposesInc. RBC Capital Markets, subject to the terms and conditions stated herein and in the Master Underwriting Agreement dated LLC PNC Capital Markets LLC CastleOak Securities, (the “Underwriting Agreement”) among the Company and (the “Representative”) to issue and sell to the Underwriters named in Schedule I thereto (the “Underwriters”) on the terms specified in Schedule II hereto the Securities specified in Exhibit A hereto (the “Designated Securities”). Except to the extent amended herebyL.P. Xxxxxx Xxxxxxxx, each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the aggregate number of shares of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto attributable to such Underwriter as determined pursuant LLC Pursuant to Section 3 8(d) of the Underwriting Agreement. If , the foregoing is in accordance with your understanding, please sign and return accountants shall furnish letters to us a counterpart hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. You represent that you are authorized on behalf of yourselves and each of the Underwriters to enter into this Pricing Agreement. Very truly yours FORD MOTOR COMPANY By: Name: Title: Accepted as of the date hereof: On behalf of itself and the other Underwriters [REPRESENTATIVE] By: Name: Title: Total Title of Designated Securities: [Shares of common stock, par value $0.01 per share (the “Common Stock’) of the Company.]effect that:

Sinking Fund Provisions. [No sinking fund provisions] [The Designated Purchased Securities are entitled to the benefit of a sinking fund to retire [$ ] principal amount of Designated Purchased Securities on in each of the years through at 100% of their principal amount plus accrued interest] [, together with [cumulative] [non-cumulativenoncumulative] redemptions at the option of the Company Bank to retire an additional [$ ] principal amount of Designated Purchased Securities in the years through at 100% of their principal amount plus accrued interest.] [If Designated Securities are Extendable Debt Securities, insert— Extendable Provisions: The Designated Purchased Securities are repayable on , [insert date and years], at the option of the holder, at their principal amount with accrued interest. The initial annual interest rate will be %, and thereafter the annual interest rate will be adjusted on , , and to a rate not less than % of the effective annual interest rate on U.S. Treasury obligations with year -year maturities as of the [interest insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Designated Securities are Floating Rate Debt Securities, insert— The initial Initial annual interest rate will be % through [and thereafter will be adjusted [monthly] [on each , , and ] [to an annual rate of % above the average rate for -year [-monthmonth] [securities] [certificates of deposit] issued by and [insert names of banks].] [and the annual interest rate [thereafter] [from through ] will be the interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills plus % of the Interest Differential (the excess, if any, of (i) the then-current weekly average per annum secondary market yield for -month certificates of deposit over (ii) the then- then current interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills); [from and thereafter the rate will be the then-current interest yield equivalent plus % of the Interest Differential].] [time and date], 20 The offices of Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. [Immediately available funds] [[New York] Clearing House funds] following documents referred to in the Distribution Agreement shall be delivered as a condition to the Closing: [None] [Underwriters’ commission shall be % of the principal amount of Designated Securities for which Delayed Delivery Contracts have been entered into. Such commission shall be payable to the order of .] [Minimum aggregate principal amount of Designated Securities to be offered and sold pursuant to Delayed Delivery Contracts: $ .] [Minimum aggregate principal amount of Designated Securities to be offered and sold pursuant to Delayed Delivery Contracts: $ .] Materials other than the Statutory Prospectus that comprise the General Disclosure Package: Term Sheet, dated [ ] Issuer: Ford Motor Company Size: Maturity: Coupon: Trade Date: [Initial Interest Determination Date:] Issue Date: Settlement Date: Price to Public: [Proceeds (Before Expenses) to Issuer]: Interest Payment [and Reset] Dates: Underwriters: [Name of Representative] as Representative of the Several Underwriters named in Schedule I hereto [Address of Representative] [ ], 20 Ladies and Gentlemen: Ford Motor Company, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Master Underwriting Agreement dated , (the “Underwriting Agreement”) among the Company and (the “Representative”) to issue and sell to the Underwriters named in Schedule I thereto (the “Underwriters”) on the terms specified in Schedule II hereto the Securities specified in Exhibit A hereto (the “Designated Securities”). Except to the extent amended hereby, each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the aggregate number of shares of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto attributable to such Underwriter as determined pursuant to Section 3 of the Underwriting Agreement. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. You represent that you are authorized on behalf of yourselves and each of the Underwriters to enter into this Pricing Agreement. Very truly yours FORD MOTOR COMPANY By: Name: Title: Accepted as of the date hereof: On behalf of itself and the other Underwriters [REPRESENTATIVE] By: Name: Title: Total Title of Designated Securities: [Shares of common stock, par value $0.01 per share (the “Common Stock’) of the Company.]

Sinking Fund Provisions. [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire $ [$] principal amount of Designated Securities on in each of the years through at 100% of their principal amount plus accrued interest] [, ,together with [cumulative] [non-cumulativenoncumulative] redemptions at the option of the Company to retire an additional $ [$] principal amount of Designated Securities in the years through at 100% of their principal amount plus accrued interest.] [If Designated Securities are Extendable Debt Securities, insert— Extendable Provisions: The Designated ]. Securities are repayable on , [insert date and years], at the option of the holder, at their principal amount with accrued interest. The initial Initial annual interest rate will be %, and thereafter the annual interest rate will be adjusted on , , and to a rate not less than % of the effective annual interest rate on U.S. Treasury obligations with year -year maturities as of the [interest insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Designated Securities are Floating Rate Debt Securities, insert— The initial Initial annual interest rate will be % through [and thereafter will be adjusted [monthly] [on each , , and ] [to an annual rate of % above the average rate for -year [-monthmonth] [securities] [certificates of deposit] issued by and [insert names of banks].] [and the annual interest rate [thereafter] [from through ] will be the interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills plus % of the Interest Differential (the excess, if any, of (i) the then-then current weekly average per annum secondary market yield for -month certificates of deposit over (ii) the then- then current interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills); [from and thereafter the rate will be the then-then current interest yield equivalent plus % of the Interest Differential].] [time and date]Designated Representatives: Address for Notices, etc.: Issuer: The Kroger Co. Principal Amount: $ Security Type: Senior Note Maturity: , 20 The offices of Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. [Immediately available funds] [[New York] Clearing House funds] [None] [Underwriters’ commission shall be % of the principal amount of Designated Securities for which Delayed Delivery Contracts have been entered into. Such commission shall be payable to the order of .] [Minimum aggregate principal amount of Designated Securities to be offered and sold pursuant to Delayed Delivery Contracts: $ .] [Minimum aggregate principal amount of Designated Securities to be offered and sold pursuant to Delayed Delivery Contracts: $ .] Materials other than the Statutory Prospectus that comprise the General Disclosure Package: Term Sheet, dated [ ] Issuer: Ford Motor Company Size: Maturity: Coupon: Trade Date: [Initial Interest Determination Date:] Issue Date: Settlement Date: % Price to Public: [Proceeds (Before Expenses) % Yield to Issuer]Maturity: % Spread to Benchmark Treasury: % Benchmark Treasury: Benchmark Treasury Spot and Yield: % Interest Payment [and Reset] Dates: Underwritersand , commencing , 2014 Make-Whole Call: [Name of Representative] as Representative of the Several Underwriters named in Schedule I hereto [Address of Representative] [ ]Treasury Rate plus basis points Trade Date: , 20 Ladies and Gentlemen2014 Settlement Date: Ford Motor Company, a Delaware corporation 2014 Denominations: $2,000 x $1,000 Joint Bookrunners: Citigroup Global Markets Inc. RBC Capital Markets, LLC RBS Securities Inc. Xxxxx Fargo Securities, LLC Co-Managers: Fifth Third Securities, Inc. BNY Mellon Capital Markets, LLC Xxxxxx Xxxxxxxx, LLC Xxxxxxx, Xxxxx & Co. Mitsubishi UFJ Securities (the “Company”USA), proposes, subject to the terms and conditions stated herein and in the Master Underwriting Agreement dated , (the “Underwriting Agreement”) among the Company and (the “Representative”) to issue and sell to the Underwriters named in Schedule I thereto (the “Underwriters”) on the terms specified in Schedule II hereto the Securities specified in Exhibit A hereto (the “Designated Securities”). Except to the extent amended hereby, each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the aggregate number of shares of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto attributable to such Underwriter as determined pursuant Inc. Pursuant to Section 3 8(d) of the Underwriting Agreement. If , the foregoing is in accordance with your understanding, please sign and return accountants shall furnish letters to us a counterpart hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. You represent that you are authorized on behalf of yourselves and each of the Underwriters to enter into this Pricing Agreement. Very truly yours FORD MOTOR COMPANY By: Name: Title: Accepted as of the date hereof: On behalf of itself and the other Underwriters [REPRESENTATIVE] By: Name: Title: Total Title of Designated Securities: [Shares of common stock, par value $0.01 per share (the “Common Stock’) of the Company.]effect that:

Sinking Fund Provisions. [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire $ principal amount of Designated Securities on in each of the years through at 100% of their principal amount plus accrued interest] [, together with [cumulative] [non-cumulative] redemptions at the option of the Company to retire an additional $ principal amount of Designated Securities in the years through at 100% of their principal amount plus accrued interest.] [If Designated Securities are Extendable Debt Securities, insert— Extendable Provisions: The Designated Securities are repayable on , at the option of the holder, at their principal amount with accrued interest. The initial annual interest rate will be %, and thereafter the annual interest rate will be adjusted on , , and to a rate not less than % of the effective annual interest rate on obligations with year maturities as of the [interest date 15 days prior to maturity date] prior to such [insert maturity date].] [If Designated Securities are Floating Rate Debt Securities, insert— The initial annual interest rate will be % through [and thereafter will be adjusted [monthly] [on each , , and ] [to an annual rate of % above the average rate for -year [-month] [securities] [certificates of deposit] by and [insert names of banks].] [and the annual interest rate [thereafter] [from through ] will be the interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills plus % of the Interest Differential (the excess, if any, of (i) the then-current weekly average per annum secondary market yield for -month certificates of deposit over (ii) the then- current interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills); [from and thereafter the rate will be the then-current interest yield equivalent plus % of the Interest Differential].] [time and date], 20 The offices of Shearman Gxxxxx, Dxxx & Sterling Cxxxxxxx LLP, 000 Xxxxxxxxx 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000. [Immediately available funds] [[New York] Clearing House funds] [None] [Underwriters’ commission shall be % of the principal amount of Designated Securities for which Delayed Delivery Contracts have been entered into. Such commission shall be payable to the order of .] [Minimum aggregate principal amount of Designated Securities to be offered and sold pursuant to Delayed Delivery Contracts: $ .] [Minimum aggregate principal amount of Designated Securities to be offered and sold pursuant to Delayed Delivery Contracts: $ .] Materials other than the Statutory Prospectus that comprise the General Disclosure Package: Term Sheet, dated [ ] Issuer: Ford Motor Company Size: Maturity: Coupon: Trade Date: [Initial Interest Determination Date:] Issue Date: Settlement Date: Price to Public: [Proceeds (Before Expenses) to Issuer]: Interest Payment [and Reset] Dates: Underwriters: [Name of Representative] as Representative of the Several Underwriters named in Schedule I hereto [Address of Representative] [ ], 20 Ladies and Gentlemen: Ford Motor Company, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Master Underwriting Agreement dated , (the “Underwriting Agreement”) among the Company and (the “Representative”) to issue and sell to the Underwriters named in Schedule I thereto (the “Underwriters”) on the terms specified in Schedule II hereto the Securities specified in Exhibit A hereto (the “Designated Securities”). Except to the extent amended hereby, each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the aggregate number of shares of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto attributable to such Underwriter as determined pursuant to Section 3 of the Underwriting Agreement. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. You represent that you are authorized on behalf of yourselves and each of the Underwriters to enter into this Pricing Agreement. Very truly yours FORD MOTOR COMPANY By: Name: Title: Accepted as of the date hereof: On behalf of itself and the other Underwriters [REPRESENTATIVE] By: Name: Title: Underwriters Number of Shares $ $ Total Title of Designated Securities: $ [Shares of common stock, par value $0.01 per share (the “Common Stock’) of the Company.]

Sinking Fund Provisions. [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire $ [$] principal amount of Designated Securities on in each of the years through at 100% of their principal amount plus accrued interest] [, together with [cumulative] [non-cumulativenoncumulative] redemptions at the option of the Designated Company to retire an additional $ [$] principal amount of Designated Securities in the years through at 100% of their principal amount plus accrued interest.] ]. [If Designated Securities are Extendable Debt extendable debt Securities, insert— Extendable Provisions: The Designated –] Securities are repayable on , [insert day and years], at the option of the holder, at their principal amount with accrued interest. The initial Initial annual interest rate will be %, and thereafter the annual interest rate will be adjusted on , and, and , to a rate not less than % of the effective annual interest rate on U.S. Treasury obligations with year -year maturities as of the [interest insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Designated Securities are Floating Rate Debt Securities, insert— The initial debt Securities insert –] Initial annual interest rate will be % through [and thereafter will be adjusted [monthly] [on each , , and ] [to an annual rate of % above the average rate for -year , year [-monthmonth] [securities] [certificates of deposit] issued by and [insert names of banks].] [and the annual interest rate [thereafter] [from through ] will be the interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills plus % of the Interest Differential (the excess, if any, of (i) the then-current then currently weekly average per annum secondary market yield for -month certificates of deposit over (ii) the then- then current interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills); [from and thereafter the rate will be the then-then current interest yield equivalent plus % of the Interest Differential].] [time and date]Designated Representatives: Address for Notices, 20 The offices etc.: * A description of Shearman & Sterling LLPparticular tax, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. [Immediately available funds] [[New York] Clearing House funds] [None] [Underwriters’ commission shall be % accounting or other unusual features (such as the addition of event risk language) of the principal amount of Designated Securities for which Delayed Delivery Contracts have been entered into. Such commission shall should be payable set forth, or referenced to an attached and accompanying description, if necessary to ensure agreement as to the order terms of .] [Minimum aggregate principal amount of Designated the Securities to be offered purchased and sold pursuant to Delayed Delivery Contracts: $ .] [Minimum aggregate principal amount of Designated Securities to sold. Such a description might appropriately be offered and sold pursuant to Delayed Delivery Contracts: $ .] Materials other than the Statutory Prospectus that comprise the General Disclosure Package: Term Sheet, dated [ ] Issuer: Ford Motor Company Size: Maturity: Coupon: Trade Date: [Initial Interest Determination Date:] Issue Date: Settlement Date: Price to Public: [Proceeds (Before Expenses) to Issuer]: Interest Payment [and Reset] Dates: Underwriters: [Name of Representative] as Representative of the Several Underwriters named in Schedule I hereto [Address of Representative] [ ], 20 Ladies and Gentlemen: Ford Motor Company, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Master Underwriting Agreement dated , (the “Underwriting Agreement”) among the Company and (the “Representative”) to issue and sell to the Underwriters named form in Schedule I thereto (the “Underwriters”) on the terms specified in Schedule II hereto the Securities specified in Exhibit A hereto (the “Designated Securities”). Except to the extent amended hereby, each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety and shall which such features will be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Unless otherwise defined herein, terms defined described in the Underwriting Agreement are used herein as therein defined. Subject to Prospectus Supplement for the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the aggregate number of shares of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto attributable to such Underwriter as determined pursuant to Section 3 of the Underwriting Agreement. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. You represent that you are authorized on behalf of yourselves and each of the Underwriters to enter into this Pricing Agreement. Very truly yours FORD MOTOR COMPANY By: Name: Title: Accepted as of the date hereof: On behalf of itself and the other Underwriters [REPRESENTATIVE] By: Name: Title: Total Title of Designated Securities: [Shares of common stock, par value $0.01 per share (the “Common Stock’) of the Companyoffering.]

Sinking Fund Provisions. [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire $ [$]__________ principal amount of Designated Securities on ____________ in each of the years _____ through _____ at 100% of their principal amount plus accrued interest] [, together with [cumulative] [non-cumulativenoncumulative] redemptions at the option of the Company to retire an additional $ [$]_________ principal amount of Designated Securities in the years _____ through _____ at 100% of their principal amount plus accrued interest.] ]. [If Designated Securities are Extendable Debt extendable debt Securities, insert— Extendable Provisions: The Designated insert ---] Securities are repayable on ________, ___ [insert day and years], at the option of the holder, at their principal amount with accrued interest. The initial Initial annual interest rate will be ___%, and thereafter the annual interest rate will be adjusted on __________, __ and ______, and __ to a rate not less than ___% of the effective annual interest rate on U.S. Treasury obligations with year ____-year maturities as of the [interest insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Designated Securities are Floating Rate Debt Securities, insert— The initial debt Securities insert ---] Initial annual interest rate will be ___% through ___[and thereafter will be adjusted [monthly] [on each _________, _________, ________ and __________] [to an annual rate of ____% above the average rate for ____-year [-monthmonth] [securities] [certificates of deposit] issued by ________ and ________ [insert names of banks].] [and the annual interest rate [thereafter] [from _________ through _________] will be the interest yield equivalent of the weekly average per annum market discount rate for ____-month Treasury bills plus ___% of the Interest Differential (the excess, if any, of (i) the then-current then currently weekly average per annum secondary market yield for ___-month certificates of deposit over (ii) the then- then current interest yield equivalent of the weekly average per annum market discount rate for ___-month Treasury bills); [from _________ and thereafter the rate will be the then-then current interest yield equivalent plus ___% of the Interest Differential].] [time and date]Designated Representatives: Address for Notices, 20 The offices etc.: ____________________ * A description of Shearman & Sterling LLPparticular tax, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. [Immediately available funds] [[New York] Clearing House funds] [None] [Underwriters’ commission shall be % accounting or other unusual features (such as the addition of event risk language) of the principal amount of Designated Securities for which Delayed Delivery Contracts have been entered into. Such commission shall should be payable set forth, or referenced to an attached and accompanying description, if necessary to ensure agreement as to the order terms of .] [Minimum aggregate principal amount of Designated the Securities to be offered purchased and sold pursuant to Delayed Delivery Contracts: $ .] [Minimum aggregate principal amount of Designated Securities to sold. Such a description might appropriately be offered and sold pursuant to Delayed Delivery Contracts: $ .] Materials other than the Statutory Prospectus that comprise the General Disclosure Package: Term Sheet, dated [ ] Issuer: Ford Motor Company Size: Maturity: Coupon: Trade Date: [Initial Interest Determination Date:] Issue Date: Settlement Date: Price to Public: [Proceeds (Before Expenses) to Issuer]: Interest Payment [and Reset] Dates: Underwriters: [Name of Representative] as Representative of the Several Underwriters named in Schedule I hereto [Address of Representative] [ ], 20 Ladies and Gentlemen: Ford Motor Company, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Master Underwriting Agreement dated , (the “Underwriting Agreement”) among the Company and (the “Representative”) to issue and sell to the Underwriters named form in Schedule I thereto (the “Underwriters”) on the terms specified in Schedule II hereto the Securities specified in Exhibit A hereto (the “Designated Securities”). Except to the extent amended hereby, each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety and shall which such features will be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Unless otherwise defined herein, terms defined described in the Underwriting Agreement are used herein as therein defined. Subject to Prospectus Supplement for the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the aggregate number of shares of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto attributable to such Underwriter as determined pursuant to Section 3 of the Underwriting Agreement. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. You represent that you are authorized on behalf of yourselves and each of the Underwriters to enter into this Pricing Agreement. Very truly yours FORD MOTOR COMPANY By: Name: Title: Accepted as of the date hereof: On behalf of itself and the other Underwriters [REPRESENTATIVE] By: Name: Title: Total Title of Designated Securities: [Shares of common stock, par value $0.01 per share (the “Common Stock’) of the Companyoffering.]

Sinking Fund Provisions. [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire $ [$] principal amount of Designated Securities on in each of the years through at 100% of their principal amount plus accrued interest] [, ,together with [cumulative] [non-cumulativenoncumulative] redemptions at the option of the Company to retire an additional $ [$] principal amount of Designated Securities in the years through at 100% of their principal amount plus accrued interest.] [If Designated Securities are Extendable Debt Securities, insert— Extendable Provisions: The Designated ]. Securities are repayable on , [insert date and years], at the option of the holder, at their principal amount with accrued interest. The initial Initial annual interest rate will be %, and thereafter the annual interest rate will be adjusted on , , and to a rate not less than % of the effective annual interest rate on U.S. Treasury obligations with year -year maturities as of the [interest insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Designated Securities are Floating Rate Debt Securities, insert— The initial Initial annual interest rate will be % through [and thereafter will be adjusted [monthly] [on each , , and ] [to an annual rate of % above the average rate for -year [-monthmonth] [securities] [certificates of deposit] issued by and [insert names of banks].] [and the annual interest rate [thereafter] [from through ] will be the interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills plus % of the Interest Differential (the excess, if any, of (i) the then-then current weekly average per annum secondary market yield for -month certificates of deposit over (ii) the then- then current interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills); [from and thereafter the rate will be the then-then current interest yield equivalent plus % of the Interest Differential].] [time and date]Designated Representatives: Address for Notices, etc.: Issuer: The Kroger Co. Principal Amount: $ Security Type: Senior Note Maturity: , 20 The offices of Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. [Immediately available funds] [[New York] Clearing House funds] [None] [Underwriters’ commission shall be % of the principal amount of Designated Securities for which Delayed Delivery Contracts have been entered into. Such commission shall be payable to the order of .] [Minimum aggregate principal amount of Designated Securities to be offered and sold pursuant to Delayed Delivery Contracts: $ .] [Minimum aggregate principal amount of Designated Securities to be offered and sold pursuant to Delayed Delivery Contracts: $ .] Materials other than the Statutory Prospectus that comprise the General Disclosure Package: Term Sheet, dated [ ] Issuer: Ford Motor Company Size: Maturity: Coupon: Trade Date: [Initial Interest Determination Date:] Issue Date: Settlement Date: % Price to Public: [Proceeds (Before Expenses) % Yield to Issuer]Maturity: % Spread to Benchmark Treasury: % Benchmark Treasury: Benchmark Treasury Spot and Yield: % Interest Payment [and Reset] Dates: Underwritersand , commencing 2015 Make-Whole Call: [Name of Representative] as Representative of the Several Underwriters named in Schedule I hereto [Address of Representative] [ ]Treasury Rate plus basis points Trade Date: , 20 Ladies and Gentlemen2014 Settlement Date: Ford Motor Company, 2014 Denominations: $2,000 x $1,000 Joint Bookrunners: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Mitsubishi UFJ Securities (USA), Inc. Xxxxx Fargo Securities, LLC Citigroup Global Markets Inc. RBS Securities Inc. U.S. Bancorp Investments, Inc. Co-Managers: BB&T Capital Markets, a Delaware corporation (the “Company”)division of BB&T Securities, proposesLLC BNY Mellon Capital Markets, subject to the terms and conditions stated herein and in the Master Underwriting Agreement dated LLC Fifth Third Securities, (the “Underwriting Agreement”) among the Company and (the “Representative”) to issue and sell to the Underwriters named in Schedule I thereto (the “Underwriters”) on the terms specified in Schedule II hereto the Inc. Xxxxxxx, Xxxxx & Co. PNC Capital Markets LLC RBC Capital Markets, LLC Santander Investment Securities specified in Exhibit A hereto (the “Designated Securities”). Except to the extent amended herebyInc. The Xxxxxxxx Capital Group, each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the aggregate number of shares of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto attributable to such Underwriter as determined pursuant L.P. Pursuant to Section 3 8(d) of the Underwriting Agreement. If , the foregoing is in accordance with your understanding, please sign and return accountants shall furnish letters to us a counterpart hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. You represent that you are authorized on behalf of yourselves and each of the Underwriters to enter into this Pricing Agreement. Very truly yours FORD MOTOR COMPANY By: Name: Title: Accepted as of the date hereof: On behalf of itself and the other Underwriters [REPRESENTATIVE] By: Name: Title: Total Title of Designated Securities: [Shares of common stock, par value $0.01 per share (the “Common Stock’) of the Company.]effect that:

Sinking Fund Provisions. [No sinking fund provisions.] [The Designated Securities are entitled to the benefit of a sinking fund to retire $ [$] principal amount of Designated Securities on in each of the years through at 100% of their principal amount plus accrued interest] [, together with [cumulative] [non-cumulativenoncumulative] redemptions at the option of the Company to retire an additional $ [$] principal amount of Designated Securities in the years through at 100% of their principal amount plus accrued interest.] [If Designated Securities are Extendable Debt Securities, insert— Extendable Provisions: The Designated ]. Securities are repayable on , [insert date and years], at the option of the holder, at their principal amount with accrued interest. The , initial annual interest rate will be %, and thereafter the annual interest rate will be adjusted on , , and to a rate not less than % of the effective annual interest rate on U.S. Treasury obligations with year -year maturities as of the [interest insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Designated Securities are Floating Rate Debt Securities, insert— The initial Initial annual interest rate rates will be % [LIBOR plus [ ] %] [ %] through [and thereafter will be adjusted [monthlyquarterly] [on each , , and ] [to an annual rate of LIBOR plus [ ] %] [to an annual rate of % above the average rate for -year [-monthmonth] [securities] [certificates of deposit] issued by and [insert names of banks].] , [and the annual interest rate [thereafter] [from through ] will be the interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills plus % of the Interest Differential (the excess, if any, of (i) the then-then current weekly average per annum secondary second market yield for -month certificates of deposit over (ii) the then- then current interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills); [from and thereafter the rate will be the then-then current interest yield equivalent plus % of the Interest Differential].] [time and date], 20 The offices of Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. [Immediately available funds] [[New York] Clearing House funds] [None] [Underwriters’ commission shall be % of the principal amount of Designated Securities for which Delayed Delivery Contracts have been entered into. Such commission shall be payable to the order of .] [Minimum aggregate principal amount of Designated Securities to be offered and sold pursuant to Delayed Delivery Contracts: $ .] [Minimum aggregate principal amount of Designated Securities to be offered and sold pursuant to Delayed Delivery Contracts: $ .] Materials other than the Statutory Prospectus that comprise the General Disclosure Package: Term Sheet, dated [ ] Issuer: Ford Motor Company Size: Maturity: Coupon: Trade Date: [Initial Interest Determination Date:] Issue Date: Settlement Date: Price to Public: [Proceeds (Before Expenses) to Issuer]: Interest Payment [and Reset] Dates: Underwriters: [Name of Representative] as Representative of the Several Underwriters named in Schedule I hereto [Address of Representative] [ ], 20 Ladies and Gentlemen: Ford Motor Company, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Master Underwriting Agreement dated , (the “Underwriting Agreement”) among the Company and (the “Representative”) to issue and sell to the Underwriters named in Schedule I thereto (the “Underwriters”) on the terms specified in Schedule II hereto the Securities specified in Exhibit A hereto (the “Designated Securities”). Except to the extent amended hereby, each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the aggregate number of shares of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto attributable to such Underwriter as determined pursuant to Section 3 of the Underwriting Agreement. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. You represent that you are authorized on behalf of yourselves and each of the Underwriters to enter into this Pricing Agreement. Very truly yours FORD MOTOR COMPANY By: Name: Title: Accepted as of the date hereof: On behalf of itself and the other Underwriters [REPRESENTATIVE] By: Name: Title: Total Title of Designated Securities: [Shares of common stock, par value $0.01 per share (the “Common Stock’) of the Company.]

Sinking Fund Provisions. [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire [$ ] principal amount of Designated Securities on in each of the years through at 100% of their principal amount plus accrued interest] [, together with [cumulative] [non-cumulativenoncumulative] redemptions at the option of the Company to retire an additional [$ ] principal amount of Designated Securities in the years through at 100% of their principal amount plus accrued interest.] [If Designated Securities are Extendable Debt Securities, insert— Extendable Provisions: The Designated Securities are repayable on , [insert date and years], at the option of the holder, at their principal amount with accrued interest. The initial annual interest rate will be %, and thereafter the annual interest rate will be adjusted on , , and to a rate not less than % of the effective annual interest rate on U.S. Treasury obligations with year -year maturities as of the [interest insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Designated Securities are Floating Rate Debt Securities, insert— The initial Initial annual interest rate will be % through [and thereafter will be adjusted [monthly] [on each , , and ] [to an annual rate of % above the average rate for -year [-month] [securities] [certificates month][securities][certificates of deposit] issued by and [insert names of banks].] [and the annual interest rate [thereafter] [from through ] will be the interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills plus % of the Interest Differential (the excess, if any, of (i) the then-then current weekly average per annum secondary market yield for -month certificates of deposit over (ii) the then- then current interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills); [from and thereafter the rate will be the then-then current interest yield equivalent plus % of the Interest Differential].] [time and date], 20 The offices of Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. [Immediately available funds] [[New York] Clearing House funds] [None] [Underwriters’ commission shall be % "; ( ) the imposition of the principal amount proposal of exchange controls by any governmental authority in [insert the country or countries issuing such currency, currencies or composite currency]". Names and addresses of Representatives: Designated Securities Representatives: Address for which Delayed Delivery Contracts have been entered into. Such commission shall be payable to the order of Notices, etc.] [Minimum aggregate principal amount of Designated Securities to be offered and sold pursuant to Delayed Delivery Contracts: $ .] [Minimum aggregate principal amount of Designated Securities to be offered and sold pursuant to Delayed Delivery Contracts: $ .] Materials other than the Statutory Prospectus that comprise the General Disclosure Package: Term Sheet26 ANNEX II FORM OF OPINION OF XXXXXX XXXXXXXX XXXXX & XXXXXXXX, dated [ ] Issuer: Ford Motor Company Size: Maturity: Coupon: Trade Date: [Initial Interest Determination Date:] Issue Date: Settlement Date: Price to Public: [Proceeds (Before Expenses) to Issuer]: Interest Payment [and Reset] Dates: Underwriters: [Name of Representative] as Representative of the Several Underwriters named in Schedule I hereto [Address of Representative] [ ], 20 Ladies and Gentlemen: Ford Motor Company, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Master Underwriting Agreement dated , (the “Underwriting Agreement”) among the Company and (the “Representative”) to issue and sell to the Underwriters named in Schedule I thereto (the “Underwriters”) on the terms specified in Schedule II hereto the Securities specified in Exhibit A hereto (the “Designated Securities”). Except to the extent amended hereby, each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the aggregate number of shares of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto attributable to such Underwriter as determined pursuant to Section 3 of the Underwriting Agreement. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. You represent that you are authorized on behalf of yourselves and each of the Underwriters to enter into this Pricing Agreement. Very truly yours FORD MOTOR COMPANY By: Name: Title: Accepted as of the date hereof: On behalf of itself and the other Underwriters [REPRESENTATIVE] By: Name: Title: Total Title of Designated Securities: [Shares of common stock, par value $0.01 per share (the “Common Stock’) of the Company.]UNITED STATES COUNSEL TO THE COMPANY

Sinking Fund Provisions. [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire $ [$] principal amount of Designated Securities on in each of the years through at 100% of their principal amount plus accrued interest] [, ,together with [cumulative] [non-cumulativenoncumulative] redemptions at the option of the Company to retire an additional $ [$] principal amount of Designated Securities in the years through at 100% of their principal amount plus accrued interest.] [If Designated Securities are Extendable Debt Securities, insert— Extendable Provisions: The Designated ]. Securities are repayable on , [insert date and years], at the option of the holder, at their principal amount with accrued interest. The initial Initial annual interest rate will be %, and thereafter the annual interest rate will be adjusted on , , and to a rate not less than % of the effective annual interest rate on U.S. Treasury obligations with year -year maturities as of the [interest insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Designated Securities are Floating Rate Debt Securities, insert— The initial Initial annual interest rate will be % through [and thereafter will be adjusted [monthly] [on each , , and ] [to an annual rate of % above the average rate for -year [-monthmonth] [securities] [certificates of deposit] issued by and [insert names of banks].] [and the annual interest rate [thereafter] [from through ] will be the interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills plus % of the Interest Differential (the excess, if any, of (i) the then-then current weekly average per annum secondary market yield for -month certificates of deposit over (ii) the then- then current interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills); [from and thereafter the rate will be the then-then current interest yield equivalent plus % of the Interest Differential].] [time and date]Designated Representatives: Address for Notices, etc.: Issuer: The Kroger Co. Principal Amount: $ Security Type: Senior Note Maturity: , 20 The offices of Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. [Immediately available funds] [[New York] Clearing House funds] [None] [Underwriters’ commission shall be % of the principal amount of Designated Securities for which Delayed Delivery Contracts have been entered into. Such commission shall be payable to the order of .] [Minimum aggregate principal amount of Designated Securities to be offered and sold pursuant to Delayed Delivery Contracts: $ .] [Minimum aggregate principal amount of Designated Securities to be offered and sold pursuant to Delayed Delivery Contracts: $ .] Materials other than the Statutory Prospectus that comprise the General Disclosure Package: Term Sheet, dated [ ] Issuer: Ford Motor Company Size: Maturity: Coupon: Trade Date: [Initial Interest Determination Date:] Issue Date: Settlement Date: % Price to Public: [Proceeds (Before Expenses) % Yield to Issuer]Maturity: % Spread to Benchmark Treasury: % Benchmark Treasury: Benchmark Treasury Spot and Yield: % Interest Payment [and Reset] Dates: Underwriters: [Name of Representative] as Representative of the Several Underwriters named in Schedule I hereto [Address of Representative] [ ]and , commencing , 20 Ladies and GentlemenMake-Whole Call: Ford Motor CompanyTreasury Rate plus basis points (no call premium in six months prior to maturity) Trade Date: , a Delaware corporation (the “Company”)20 Settlement Date: , proposes, subject to the terms and conditions stated herein and in the Master Underwriting Agreement dated , (the “Underwriting Agreement”) among the Company and (the “Representative”) to issue and sell to the Underwriters named in Schedule I thereto (the “Underwriters”) on the terms specified in Schedule II hereto the Securities specified in Exhibit A hereto (the “Designated Securities”). Except to the extent amended hereby, each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the aggregate number of shares of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto attributable to such Underwriter as determined pursuant 20 Denominations: $2,000 x $1,000 Ratings: Joint Bookrunners: Co-Managers: Pursuant to Section 3 8(d) of the Underwriting Agreement. If , the foregoing is in accordance with your understanding, please sign and return accountants shall furnish letters to us a counterpart hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. You represent that you are authorized on behalf of yourselves and each of the Underwriters to enter into this Pricing Agreement. Very truly yours FORD MOTOR COMPANY By: Name: Title: Accepted as of the date hereof: On behalf of itself and the other Underwriters [REPRESENTATIVE] By: Name: Title: Total Title of Designated Securities: [Shares of common stock, par value $0.01 per share (the “Common Stock’) of the Company.]effect that:

Sinking Fund Provisions. [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire $ [$] principal amount of Designated Securities on in each of the years through at 100% of their principal amount plus accrued interest] [, ,together with [cumulative] [non-cumulativenoncumulative] redemptions at the option of the Company to retire an additional $ [$] principal amount of Designated Securities in the years through at 100% of their principal amount plus accrued interest.] [If Designated Securities are Extendable Debt Securities, insert— Extendable Provisions: The Designated ]. Securities are repayable on , [insert date and years], at the option of the holder, at their principal amount with accrued interest. The initial Initial annual interest rate will be %, and thereafter the annual interest rate will be adjusted on , , and to a rate not less than % of the effective annual interest rate on U.S. Treasury obligations with year -year maturities as of the [interest insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Designated Securities are Floating Rate Debt Securities, insert— The initial Initial annual interest rate will be % through [and thereafter will be adjusted [monthly] [on each , , and ] [to an annual rate of % above the average rate for -year [-monthmonth] [securities] [certificates of deposit] issued by and [insert names of banks].] [and the annual interest rate [thereafter] [from through ] will be the interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills plus % of the Interest Differential (the excess, if any, of (i) the then-then current weekly average per annum secondary market yield for -month certificates of deposit over (ii) the then- then current interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills); [from and thereafter the rate will be the then-then current interest yield equivalent plus % of the Interest Differential].] [time and date]Designated Representatives: Address for Notices, etc.: Issuer: The Kroger Co. Principal Amount: $ Security Type: Senior Note Maturity: , 20 The offices of Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. [Immediately available funds] [[New York] Clearing House funds] [None] [Underwriters’ commission shall be % of the principal amount of Designated Securities for which Delayed Delivery Contracts have been entered into. Such commission shall be payable to the order of .] [Minimum aggregate principal amount of Designated Securities to be offered and sold pursuant to Delayed Delivery Contracts: $ .] [Minimum aggregate principal amount of Designated Securities to be offered and sold pursuant to Delayed Delivery Contracts: $ .] Materials other than the Statutory Prospectus that comprise the General Disclosure Package: Term Sheet, dated [ ] Issuer: Ford Motor Company Size: Maturity: Coupon: Trade Date: [Initial Interest Determination Date:] Issue Date: Settlement Date: % Price to Public: [Proceeds (Before Expenses) % Yield to Issuer]Maturity: % Spread to Benchmark Treasury: % Benchmark Treasury: Benchmark Treasury Spot and Yield: % Interest Payment [and Reset] Dates: Underwriters: [Name of Representative] as Representative of the Several Underwriters named in Schedule I hereto [Address of Representative] [ ]and , commencing , 20 Ladies and GentlemenMake-Whole Call: Ford Motor CompanyTreasury Rate plus basis points Trade Date: , a Delaware corporation (the “Company”)20 Settlement Date: , proposes, subject to the terms and conditions stated herein and in the Master Underwriting Agreement dated , (the “Underwriting Agreement”) among the Company and (the “Representative”) to issue and sell to the Underwriters named in Schedule I thereto (the “Underwriters”) on the terms specified in Schedule II hereto the Securities specified in Exhibit A hereto (the “Designated Securities”). Except to the extent amended hereby, each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the aggregate number of shares of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto attributable to such Underwriter as determined pursuant 20 Denominations: $2,000 x $1,000 Ratings: Joint Bookrunners: Co-Managers: Pursuant to Section 3 8(d) of the Underwriting Agreement. If , the foregoing is in accordance with your understanding, please sign and return accountants shall furnish letters to us a counterpart hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. You represent that you are authorized on behalf of yourselves and each of the Underwriters to enter into this Pricing Agreement. Very truly yours FORD MOTOR COMPANY By: Name: Title: Accepted as of the date hereof: On behalf of itself and the other Underwriters [REPRESENTATIVE] By: Name: Title: Total Title of Designated Securities: [Shares of common stock, par value $0.01 per share (the “Common Stock’) of the Company.]effect that:

Sinking Fund Provisions. [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire $ [$] principal amount of Designated Securities on in each of the years through at 100% of their principal amount plus accrued interest] [, ,together with [cumulative] [non-cumulativenoncumulative] redemptions at the option of the Company to retire an additional $ [$] principal amount of Designated Securities in the years through at 100% of their principal amount plus accrued interest.] [If Designated Securities are Extendable Debt Securities, insert— Extendable Provisions: The Designated ]. Securities are repayable on , [insert date and years], at the option of the holder, at their principal amount with accrued interest. The initial Initial annual interest rate will be %, and thereafter the annual interest rate will be adjusted on , , and to a rate not less than % of the effective annual interest rate on U.S. Treasury obligations with year -year maturities as of the [interest insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Designated Securities are Floating Rate Debt Securities, insert— The initial Initial annual interest rate will be % through [and thereafter will be adjusted [monthly] [on each , , and ] [to an annual rate of % above the average rate for -year [-monthmonth] [securities] [certificates of deposit] issued by and [insert names of banks].] [and the annual interest rate [thereafter] [from through ] will be the interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills plus % of the Interest Differential (the excess, if any, of (i) the then-then current weekly average per annum secondary market yield for -month certificates of deposit over (ii) the then- then current interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills); [from and thereafter the rate will be the then-then current interest yield equivalent plus % of the Interest Differential].] [time and date]Designated Representatives: Address for Notices, 20 The offices of Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. [Immediately available funds] [[New York] Clearing House funds] [None] [Underwriters’ commission shall be % of the principal amount of Designated Securities for which Delayed Delivery Contracts have been entered into. Such commission shall be payable to the order of etc.] [Minimum aggregate principal amount of Designated Securities to be offered and sold pursuant to Delayed Delivery Contracts: $ .] [Minimum aggregate principal amount of Designated Securities to be offered and sold pursuant to Delayed Delivery Contracts: $ .] Materials other than the Statutory Prospectus that comprise the General Disclosure Package: Term Sheet, dated [ ] Issuer: Ford Motor Company SizeThe Kroger Co. Principal Amount: $_____ Security Type: Senior Note Maturity: ______ __, 20__ Coupon: Trade Date: [Initial Interest Determination Date:] Issue Date: Settlement Date: ____% Price to Public: [Proceeds (Before Expenses) ____% Yield to Issuer]Maturity: ____% Spread to Benchmark Treasury: ____% Benchmark Treasury: _____ Benchmark Treasury Spot and Yield: _____ _____% Interest Payment [and Reset] Dates: Underwriters_____ and _____, commencing _____ 2020 Make-Whole Call: [Name of Representative] as Representative of the Several Underwriters named in Schedule I hereto [Address of Representative] [ ]Treasury Rate plus ___ basis points Trade Date: ______ __, 20 Ladies and Gentlemen2020 Settlement Date: Ford Motor Company______ __, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Master Underwriting Agreement dated , (the “Underwriting Agreement”) among the Company and (the “Representative”) to issue and sell to the Underwriters named in Schedule I thereto (the “Underwriters”) on the terms specified in Schedule II hereto the Securities specified in Exhibit A hereto (the “Designated Securities”). Except to the extent amended hereby, each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the aggregate number of shares of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto attributable to such Underwriter as determined pursuant 2020 Denominations: $2,000 x $1,000 Joint Bookrunners / Co-Managers: Pursuant to Section 3 8(d) of the Underwriting Agreement. If , the foregoing is in accordance with your understanding, please sign and return accountants shall furnish letters to us a counterpart hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. You represent that you are authorized on behalf of yourselves and each of the Underwriters to enter into this Pricing Agreement. Very truly yours FORD MOTOR COMPANY By: Name: Title: Accepted as of the date hereof: On behalf of itself and the other Underwriters [REPRESENTATIVE] By: Name: Title: Total Title of Designated Securities: [Shares of common stock, par value $0.01 per share (the “Common Stock’) of the Company.]effect that:

Sinking Fund Provisions. [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire $ [$] principal amount of Designated Securities on in each of the years through at 100% of their principal amount plus accrued interest] [, ,together with [cumulative] [non-cumulativenoncumulative] redemptions at the option of the Company to retire an additional $ [$] principal amount of Designated Securities in the years through at 100% of their principal amount plus accrued interest.] [If Designated Securities are Extendable Debt Securities, insert— Extendable Provisions: The Designated ]. Securities are repayable on , [insert date and years], at the option of the holder, at their principal amount with accrued interest. The initial Initial annual interest rate will be %, and thereafter the annual interest rate will be adjusted on , , and to a rate not less than % of the effective annual interest rate on U.S. Treasury obligations with year -year maturities as of the [interest insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Designated Securities are Floating Rate Debt Securities, insert— The initial Initial annual interest rate will be % through [and thereafter will be adjusted [monthly] [on each , , and ] [to an annual rate of % above the average rate for -year [-monthmonth] [securities] [certificates of deposit] issued by and [insert names of banks].] [and the annual interest rate [thereafter] [from through ] will be the interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills plus % of the Interest Differential (the excess, if any, of (i) the then-then current weekly average per annum secondary market yield for -month certificates of deposit over (ii) the then- then current interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills); [from and thereafter the rate will be the then-then current interest yield equivalent plus % of the Interest Differential].] [time and date]Designated Representatives: Address for Notices, etc.: % Notes due Issuer: The Kroger Co. Principal Amount: $ Security Type: Senior Note Maturity: , 20 The offices of Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. [Immediately available funds] [[New York] Clearing House funds] [None] [Underwriters’ commission shall be % of the principal amount of Designated Securities for which Delayed Delivery Contracts have been entered into. Such commission shall be payable to the order of .] [Minimum aggregate principal amount of Designated Securities to be offered and sold pursuant to Delayed Delivery Contracts: $ .] [Minimum aggregate principal amount of Designated Securities to be offered and sold pursuant to Delayed Delivery Contracts: $ .] Materials other than the Statutory Prospectus that comprise the General Disclosure Package: Term Sheet, dated [ ] Issuer: Ford Motor Company Size: Maturity: Coupon: Trade Date: [Initial Interest Determination Date:] Issue Date: Settlement Date: % Price to Public: [Proceeds (Before Expenses) % Yield to Issuer]Maturity: % Spread to Benchmark Treasury: % Benchmark Treasury: Benchmark Treasury Spot and Yield: % Interest Payment [and Reset] Dates: Underwritersand , commencing 2017 Make-Whole Call: [Name of Representative] as Representative of the Several Underwriters named in Schedule I hereto [Address of Representative] [ ]Treasury Rate plus basis points Trade Date: , 20 Ladies and Gentlemen2017 Settlement Date: Ford Motor Company, 2017 Denominations: $2,000 x $1,000 Ratings: Joint Bookrunners: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated RBC Capital Markets, LLC U.S. Bancorp Investments, Inc. Citigroup Global Markets Inc. Mizuho Securities USA Inc. MUFG Securities Americas Inc. Co-Managers: BB&T Capital Markets, a Delaware corporation (the “Company”)division of BB&T Securities, proposesLLC BNY Mellon Capital Markets, subject to the terms and conditions stated herein and in the Master Underwriting Agreement dated LLC Fifth Third Securities, (the “Underwriting Agreement”) among the Company and (the “Representative”) to issue and sell to the Underwriters named in Schedule I thereto (the “Underwriters”) on the terms specified in Schedule II hereto the Inc. Xxxxxxx, Xxxxx & Co. PNC Capital Markets LLC Santander Investment Securities specified in Exhibit A hereto (the “Designated Inc. Xxxxx Fargo Securities”). Except to the extent amended hereby, each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Unless otherwise defined hereinLLC Xxxxxx Xxxxxxxx, terms defined in the Underwriting Agreement are used herein as therein defined. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the aggregate number of shares of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto attributable to such Underwriter as determined pursuant LLC Pursuant to Section 3 8(d) of the Underwriting Agreement. If , the foregoing is in accordance with your understanding, please sign and return accountants shall furnish letters to us a counterpart hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. You represent that you are authorized on behalf of yourselves and each of the Underwriters to enter into this Pricing Agreement. Very truly yours FORD MOTOR COMPANY By: Name: Title: Accepted as of the date hereof: On behalf of itself and the other Underwriters [REPRESENTATIVE] By: Name: Title: Total Title of Designated Securities: [Shares of common stock, par value $0.01 per share (the “Common Stock’) of the Company.]effect that:

Sinking Fund Provisions. [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire [$ ] principal amount of Designated Securities on in each of the years through at 100% of their principal amount plus accrued interest] [, together with [cumulative] [non-cumulativenoncumulative] redemptions at the option of the Company to retire an additional [$ ] principal amount of Designated Securities in the years through at 100% of their principal amount plus accrued interest.] [If Designated Securities are Extendable Debt Securities, insert— Extendable Provisions: The Designated Securities are repayable on , [insert date and years], at the option of the holder, at their principal amount with accrued interest. The initial annual interest rate will be %, and thereafter the annual interest rate will be adjusted on , , and to a rate not less than % of the effective annual interest rate on U.S. Treasury obligations with year -year maturities as of the [interest insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Designated Securities are Floating Rate Debt Securities, insert— The initial Initial annual interest rate will be % through [and thereafter will be adjusted [monthly] [on each , , and ] [to an annual rate of % above the average rate for -year [-month] [securities] [certificates month][securities][certificates of deposit] issued by and [insert names of banks].] [and the annual interest rate [thereafter] [from through ] will be the interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills plus % of the Interest Differential (the excess, if any, of (i) the then-then current weekly average per annum secondary market yield for -month certificates of deposit over (ii) the then- then current interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills); [from and thereafter the rate will be the then-then current interest yield equivalent plus % of the Interest Differential].] [time and date], 20 The offices of Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. [Immediately available funds] [[New York] Clearing House funds] [None] [Underwriters’ commission shall be % “; ( ) the imposition of the principal amount proposal of exchange controls by any governmental authority in [insert the country or countries issuing such currency, currencies or composite currency]”. Designated Representatives: Address for Notices, etc.: * A description of particular tax, accounting or other unusual features (such as the addition of event risk provisions) of the Designated Securities for which Delayed Delivery Contracts have been entered into. Such commission shall should be payable set forth, or referenced to an attached and accompanying description, if necessary, to ensure agreement as to the order terms of .] [Minimum aggregate principal amount of the Designated Securities to be offered purchased and sold pursuant to Delayed Delivery Contracts: $ .] [Minimum aggregate principal amount of Designated Securities to sold. Such a description might appropriately be offered and sold pursuant to Delayed Delivery Contracts: $ .] Materials other than the Statutory Prospectus that comprise the General Disclosure Package: Term Sheet, dated [ ] Issuer: Ford Motor Company Size: Maturity: Coupon: Trade Date: [Initial Interest Determination Date:] Issue Date: Settlement Date: Price to Public: [Proceeds (Before Expenses) to Issuer]: Interest Payment [and Reset] Dates: Underwriters: [Name of Representative] as Representative of the Several Underwriters named in Schedule I hereto [Address of Representative] [ ], 20 Ladies and Gentlemen: Ford Motor Company, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Master Underwriting Agreement dated , (the “Underwriting Agreement”) among the Company and (the “Representative”) to issue and sell to the Underwriters named form in Schedule I thereto (the “Underwriters”) on the terms specified in Schedule II hereto the Securities specified in Exhibit A hereto (the “Designated Securities”). Except to the extent amended hereby, each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety and shall which such features will be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Unless otherwise defined herein, terms defined described in the Underwriting Agreement are used herein as therein definedProspectus Supplement for the offering. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the aggregate number of shares of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto attributable to such Underwriter as determined pursuant Pursuant to Section 3 7(d) of the Underwriting Agreement. If , the foregoing is in accordance with your understanding, please sign and return accountants shall furnish letters to us a counterpart hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. You represent that you are authorized on behalf of yourselves and each of the Underwriters to enter into this Pricing Agreement. Very truly yours FORD MOTOR COMPANY By: Name: Title: Accepted as of the date hereof: On behalf of itself and the other Underwriters [REPRESENTATIVE] By: Name: Title: Total Title of Designated Securities: [Shares of common stock, par value $0.01 per share (the “Common Stock’) of the Company.]effect that: