ex10_c.htm


    
      

    

    Exhibit
10-C

    


    FORD
MOTOR COMPANY

    BENEFIT
EQUALIZATION PLAN

    (Amended
and Restated Effective as of December 31, 2008)

    


    


    Section
1.  Purpose.

    


    The
purpose of this Plan is to preserve certain benefits of employees under the
Company's tax qualified General Retirement Plan, Ford Retirement Plan and
Savings and Stock Investment Plan for Salaried Employees by providing
appropriate Equalization Benefits under this Plan in place of benefits which
cannot be provided under such tax qualified plans because of limitations imposed
by Section 415 and Section 401(a)(17) of the Internal Revenue Code of 1986, as
amended, as well as base salary amounts deferred to the Ford Motor Company
Deferred Compensation Plan.

    


    Section
2.  Definitions.

    


    As used
in this Plan, the following terms shall have the following meanings,
respectively:

    


    2.01           "BEP Salary Reductions" shall
mean that portion of salary at the basic salary rate which would have been
credited to an Eligible Employee's account before January 1, 1985 pursuant to a
salary reduction agreement under the SSIP but which, by reason of Code Section
415, exceeds salary reduction contributions that can be made by the Company on
an Eligible Employee's behalf under the Tax-Efficient Savings Program of the
SSIP.

    


    2.02           "Code" shall mean the Internal
Revenue Code of 1986, as amended.

    


    2.03           "Committee" shall mean the
Compensation Committee of the Board of Directors of Ford Motor
Company.

    


    2.04           "Company" shall mean Ford
Motor Company and such of the subsidiaries of Ford Motor Company as, with the
consent of Ford Motor Company, shall have adopted this Plan.

    


    2.05           "DCP" shall mean the Ford
Motor Company Deferred Compensation Plan.

    


    2.06           "Designated Third Party
Administrator" shall be Fidelity Institutional Retirement Services
Company or a successor vendor who the Company shall employ to act as record
keeper to maintain Eligible Employee subaccounts and process notional investment
elections.

    


    2.07           "Eligible Employee" shall mean
a salaried employee of the Company whose benefits under the GRP, FRP and/or SSIP
are limited as a result of the application of the limitations imposed by Code
Sections 415 and/or 401(a)(17) or due to base salary deferrals under the
DCP.

    


    2.08           "Eligible Surviving Spouse"
shall mean an Eligible Employee's spouse, as defined by the Federal Defense of
Marriage Act of 1996, to whom the Eligible Employee has been married for at
least one year prior to the Eligible Employee's date of death.

    


    2.09           "Equalization Benefits" shall
mean FRP Equalization Benefits, Periodic GRP Equalization Benefits and/or SSIP
Equalization Benefits.

    


    2.10           "ERISA" shall mean the
Employee Retirement Income Security Act of 1974, as amended.

    


    2.11           "ESAP" shall mean the Ford
Motor Company Executive Separation Allowance Plan, as amended from time to
time.

    


    2.12           “FERCO SRP” shall mean the
Ford Electronics and Refrigeration Corporation Salaried Retirement
Plan.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.13           "FRP"
shall mean the Ford Retirement Plan, as amended from time to time.

    


    2.14           "FRP
Equalization Benefit" shall mean the benefit provided pursuant to Section
3.03.

    


    2.15           "GRP"
shall mean the Ford Motor Company General Retirement Plan, as amended from time
to time.

    


    2.16           "Limitations"
shall mean the limitations on benefits and/or contributions imposed on qualified
plans by Code Sections 415 and 401(a)(17).

    


    2.17           "Periodic
GRP Equalization Benefit" shall mean the benefit provided pursuant to
Section 3.01.

    


    2.18           "Plan"
shall mean this Ford Motor Company Benefit Equalization Plan, as amended from
time to time.

    


    2.19           "Plan
Administrator" shall mean such person or persons to whom the Committee
shall delegate authority to administer the Plan.

    


    2.20           "SSIP"
shall mean the Ford Motor Company Savings and Stock Investment Plan for Salaried
Eligible Employees, as amended from time to time.

    


    2.21           "SSIP
Equalization Benefit" shall mean the benefit provided pursuant to Section
3.02.

    


    2.22           "Separation
From Service" shall occur upon an Eligible Employee's death, retirement
or other termination from employment with the Company.

    


    2.23           "Specified
Employee" shall mean an Eligible Employee who is a "Key Employee" as
defined in Code Section 416(i)(1)(A)(i), (ii) or (iii), applied in accordance
with the regulations thereunder and disregarding Subsection
416(i)(5).  A Specified Employee shall be identified as of December
31st of each calendar year and such identification shall apply to any Specified
Employee who shall incur a Separation From Service in the 12-month period
commencing April 1st of the immediately succeeding calendar year.  An
Eligible Employee who is determined to be a Specified Employee shall remain a
Specified Employee throughout such 12-month period regardless of whether the
Eligible Employee meets the definition of "Specified Employee" on the date the
Eligible Employee incurs a Separation From Service.  This provision is
effective for Specified Employees who incur a Separation From Service on or
after January 1, 2005.  For purposes of determining Specified
Employees, the definition of compensation under Treasury Regulation Section
1.415(c)-2(d)(3) shall be used, applied without the use of any of the special
timing rules provided in Treasury Regulation Section 1.415(c)-2(e) or the
special rule in Treasury Regulation Section 1.415(c)-2(g)(5)(i), but applied
with the use of the special rule in Treasury Regulation Section
1.415(c)-2(g)(5)(ii).

    


    2.24           "Subsidiary"
shall mean, as applied with respect to any person or legal entity specified, (i)
a person or legal entity with a majority of the voting stock of which is owned
or controlled, directly or indirectly, by the person or legal entity specified
or (ii) any other type of business organization in which the person or legal
entity specified owns or controls, directly or indirectly, a majority
interest.

    


    2.25           "Totally
and Permanently Disabled" shall mean an Eligible Employee
who:

    


    
      	
               
      

            	
              (a)

            	
              is
      not engaged in regular employment or occupation for remuneration or profit
      (including employment with the Company and/or its Subsidiaries, but
      excluding employment or occupation which the Plan Administrator determines
      to be for purposes of
rehabilitation);

            


    

    


    
      	
               
      

            	
              (b)

            	
              is
      determined by the Plan Administrator, on the basis of medical evidence, to
      be totally disabled by bodily injury or disease so as to be prevented
      thereby from engaging in any regular occupation with the Company, where
      such disability has been continuous for at least 5 months, and where the
      Plan Administrator determines such disability will be permanent and
      continuous during the remainder of such Eligible Employee's life;
      and

            


    

    


    
      	
               
      

            	
              (c)

            	
              has
      earned at least 10 years of credited service under the
  GRP.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Section
3.  Equalization of Benefits.

    


    3.01   GRP Equalization
Benefits.

    


    
      	
               
      

            	
              (a)

            	
              A
      Periodic GRP Equalization Benefit shall be provided to any Eligible
      Employee (i) whose GRP benefit is subject to the Limitations or delayed
      pursuant to provisions set forth in (b)(iii),  and (ii) who, at
      the time of Separation From Service, has earned at least 5 years of
      credited service under the GRP (or, if age 65 or older, has earned at
      least 1 year of credited service under the
GRP).

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      Periodic GRP Equalization Benefit:

            


    

    


    
      	
               
      

            	
              (i)

            	
              Shall
      be equal in amount to the difference between the GRP benefit the Eligible
      Employee would receive if the Eligible Employee commenced GRP benefits
      upon Separation From Service and the corresponding benefit that would be
      payable under the GRP without regard to the Limitations.  For
      purposes of determining such amount, the Eligible Employee shall be
      treated as if he or she elected to receive his or her GRP benefit in the
      form of the qualified joint and survivor annuity benefit under the GRP if
      married, or the single life annuity form of benefit under the GRP if
      unmarried (including, a divorced or widowed Eligible
      Employee).  The amount of any Periodic GRP Equalization Benefit
      payable to an Eligible Employee whose benefit under the ESAP is not offset
      or reduced by the amount of any GRP benefit payable to such Eligible
      Employee prior to age 65 shall be increased upon the Eligible Employee's
      attainment of age 65 to reflect an unreduced normal retirement benefit
      under the GRP.  In determining the amount of the Periodic GRP
      Equalization Benefit, the Eligible Employee's salary shall be the Eligible
      Employee's salary (as that term is defined in the GRP) plus BEP Salary
      Reductions for periods before January 1, 1985 which are credited under
      this Plan pursuant to Section 3.02(a)(ii)(C) below, but the Eligible
      Employee shall not make contributions hereunder based on such BEP Salary
      Reductions.

            


    

    


    
      	
               
      

            	
              (ii)

            	
              Shall
      be paid monthly by the Company to an Eligible Employee who has had a
      Separation From Service and, for distributions commencing on and after
      January 1, 2005, shall be paid commencing on the first day of the month
      following the earliest of the following
dates:

            


    

    


    (A) the
first date on or after Separation From Service on which such Eligible Employee
attains age 55, if the Separation From Service occurs prior to
the date on which the Eligible Employee earns 30 years of credited service under
the GRP;

    (B) the
date of Separation From Service, if the Separation From Service occurs on or
after the date on which the Eligible Employee earned 30 years of credited
service under the GRP; or

    (C) the
date on which such Eligible Employee is determined to be Totally and Permanently
Disabled.

    


    
      	
               
      

            	
              (iii)

            	
              Notwithstanding
      any other provision of the Plan to the contrary, if a Specified Employee
      incurs a Separation From Service, other than as a result of such Specified
      Employee's death, payment of any Periodic GRP Equalization Benefit, shall
      not commence (or be paid) earlier than the first day of the seventh month
      following Separation From Service.  Any Periodic GRP
      Equalization Benefit payments to which a Specified Employee otherwise
      would have been entitled during the first six months following such
      Specified Employee's Separation From Service shall be accumulated and paid
      in a lump sum payment on or after the first day of the seventh month
      following such Separation From Service.  The payment delayed
      under this Section shall not bear
interest.

            


    

    


    
      	
               
      

            	
              (c)

            	
              Upon
      an Eligible Employee's death, the Eligible Employee's Eligible Surviving
      Spouse will receive a monthly benefit under the Plan in an amount equal to
      the difference between any GRP benefit the Eligible Surviving Spouse
      receives and the corresponding benefit that would be payable to the
      Eligible Surviving Spouse under the GRP without regard to the
      Limitations.  Payment of any such Eligible Surviving Spouse
      benefit shall commence as soon as administratively practicable following
      the Eligible Employee's death, but in no event after the later
      of:  (i) the December 31st
      immediately following the Eligible Employee's death, or (ii) the 15th
      day of the third month immediately following the Eligible Employee's
      death.  Any such Eligible Surviving Spouse benefit shall cease
      upon the death of the Eligible Surviving
Spouse.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (d)

            	
              GRP
      Equalization Benefits commencing on or before December 31, 2004, shall be
      made in accordance with the terms and conditions of the Plan in effect at
      the time of such commencement.  GRP Equalization Benefits
      commencing on and after January 1, 2005 shall be made as periodic payments
      pursuant to Section 3.01(b).

            


    

    


    3.02  Savings
and Stock Investment Plan Equalization Benefits.

    


    
      	
               
      

            	
              (a)

            	
              Pre-1985
      Subaccount.

            


    

    


    The
provisions of this Subsection 3.02(a) shall apply in determining that part of an
Eligible Employee's SSIP Equalization Benefit subaccount based on periods of
service until December 31, 1984.

    


    
      	
               
      

            	
              (i)

            	
              For
      an Eligible Employee who made the election regarding payroll deductions
      provided in this Subsection, or who elected to have credited under this
      Plan BEP Salary Reductions, a SSIP Equalization Benefit shall be provided
      with respect to any class or classes of the SSIP before January 1, 1985
      with respect to which Company or Eligible Employee contributions were
      subject to the Limitations.

            


    

    


    
      	
               
      

            	
              (ii)

            	
              If
      at any time during a plan year ending before January 1, 1985 it appeared
      that contributions by or on behalf of an Eligible Employee (including any
      related Company matching contributions) to the SSIP would be subject to
      the Limitations, such Eligible Employee may have elected to have the
      Company retain in its general funds and have credited for purposes of
      computing the Eligible Employee's subaccount of the SSIP Equalization
      Benefit under this Subsection
3.02(a):

            


    

    


    
      	
               
      

            	
              (A)

            	
              by
      payroll deduction authorization under this Plan that portion of the amount
      the Eligible Employee had elected to contribute as employee regular
      savings contributions to the SSIP for such pay period (by a payroll
      deduction authorization in effect for such pay period under the SSIP)
      which, when added to all other actual and projected Annual Additions as
      defined under the SSIP during such plan year, exceeded the
      Limitations.

            


    

    


    
      	
               
      

            	
              (B)

            	
              that
      portion of regular savings and related earnings which have been returned
      to the Eligible Employee pursuant to the SSIP,
  and

            


    

    


    
      	
               
      

            	
              (C)

            	
              the
      Eligible Employee's BEP Salary
Reductions.

            


    

    


    
      	
               
      

            	
              (iii)

            	
              There
      has been established for each Eligible Employee a subaccount for periods
      of participation under this Subsection 3.02(a) under the SSIP Equalization
      Benefit Account.  This subaccount shall be equal to the amounts
      retained by the Company pursuant to Subsection 3.02(a)(ii), adjusted on
      the basis of investment performance and the Eligible Employee's election
      as to investment of funds under the SSIP and transfer of the value of
      employee and Company contributions under the SSIP as though contributions
      and credits to the Eligible Employee's account hereunder had been so
      invested, less any withdrawals pursuant to Subsection 3.02(a)(iv);
      provided, however, that an election by a Company officer of investment in
      Company common stock shall not apply under this Plan with respect to
      contributions pursuant to Subsection 3.02(a)(ii) (other than related
      Company matching contributions) which were made or credited hereunder by
      or on behalf of such Company officer; and the officer will be required to
      make any other investment election permitted under the SSIP with respect
      to such amounts.

            


    

    


    
      	
               
      

            	
              (iv)

            	
              An
      Eligible Employee may not withdraw any amounts in excess of the Eligible
      Employee's regular savings contributions under this Plan and may not
      borrow against the subaccount of the Eligible Employee's SSIP Equalization
      Benefit.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (v)

            	
              The
      SSIP Equalization Benefit under this Subsection 3.02(a) shall be equal to
      the amount at the time of distribution credited to the Eligible Employee's
      subaccount of the SSIP Benefit Equalization Account as determined under
      Subsection 3.02(a)(iii).

            


    

    


    (b)  Post-1984
Subaccount.

    


    The
provisions of this Subsection 3.02(b) shall apply in determining an Eligible
Employee's SSIP Equalization Benefit subaccount based on periods of service
beginning on or after January 1, 1985.

    


    
      	
               
      

            	
              (i)

            	
              If
      at any time during a plan year beginning on or after January 1, 1985
      contributions by or on behalf of an Eligible Employee and related Company
      matching contributions to the SSIP are subject to the Limitations, there
      shall be credited for purposes of computing the Eligible Employee's SSIP
      Equalization Benefit under this Subsection 3.02(b) an amount equal to the
      Company matching contributions which would have been made under the SSIP
      based upon the Eligible Employee's SSIP elections, except that such
      Company matching contributions cannot be made because of the
      Limitations.  For plan years beginning on or after January 1,
      2005, if the amount credited as an Eligible Employee's SSIP Equalization
      Benefit for a plan year increases or decreases as a result of a change in
      the Eligible Employee's SSIP deferral elections for such plan year, such
      increase or decrease in the SSIP Equalization Benefit shall be adjusted to
      the extent necessary to prevent such increase or decrease, when aggregated
      with all SSIP Equalization Benefits credited for such plan year, from
      exceeding the amount of Company matching contributions that would have
      been contributed to the SSIP had the Limitations not
    applied.

            


    

    


    
      	
               
      

            	
              (ii)

            	
              If
      at any time during a plan year an Eligible Employee elects to defer base
      salary amounts to the DCP, there shall be credited for purposes of
      computing the Eligible Employee's SSIP Equalization Benefit under this
      Subsection 3.02(b) an amount equal to the Company matching contributions
      that would have been contributed to the SSIP had the Eligible Employee not
      made base salary deferrals to the
DCP.

            


    

    


    
      	
               
      

            	
              (iii)

            	
              For
      periods on or after October 1, 1995 until May 31, 2007, any Company
      matching contributions credited for purposes of computing an Eligible
      Employee's SSIP Equalization Benefit shall be credited in the form of
      units in the Ford Stock Fund rather than shares of Ford common
      stock.  For periods on or after June 1, 2007, any Company
      matching contributions so credited shall be credited in the form of
      cash.

            


    

    


    
      	
               
      

            	
              (iv)

            	
              There
      shall be established for each Eligible Employee a subaccount for periods
      of participation under this Subsection 3.02(b) under the SSIP Equalization
      Benefit Account.  For periods prior to May 1, 1996, this
      subaccount shall be equal to the amounts credited by the Company pursuant
      to Subsection 3.02(b)(i), adjusted on the basis of investment performance
      and any election by the Eligible Employee to transfer the value of matured
      Company matching contributions under the SSIP, as though credits to the
      Eligible Employee's account hereunder had been so invested.  For
      periods May 1, 1996 and after, this subaccount shall be equal to the
      amounts credited by the Company pursuant to Subsection 3.02(b)(i), and
      adjusted on the basis of investment performance attributable to any
      separate investment election made by an Eligible Employee (other than a
      Company officer) on or after May 1, 1996.  The investment
      options for managing the subaccount shall be identical to the investment
      options specified in the SSIP, although they will have separate fund
      codes.  Any BEP credits earned will be based on the investment
      options available under the SSIP.  The Designated Third Party
      Administrator will maintain the accounts and process the elections and
      otherwise be the record keeper with respect to this
      subaccount.  Company officers with this subaccount are not
      eligible to reallocate or transfer credits under the subaccount from the
      Ford Stock Fund to other investment options, or from other investment
      options to the Ford Stock Fund.

            


    

    


    
      	
               
      

            	
              (v)

            	
              An
      Eligible Employee may not withdraw any amounts credited under this
      Subsection 3.02(b) and may not borrow against this subaccount of the
      Eligible Employee's SSIP Equalization Benefit.  This subaccount
      will not accept rollovers from other
plans.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (vi)

            	
              The
      SSIP Equalization Benefit under this Subsection 3.02(b) shall be equal to
      the amount at the time of distribution credited to the Eligible Employee's
      subaccount of the SSIP Benefit Equalization Account as determined under
      Subsection 3.02(b)(ii).

            


    

    


    
      	
               
      

            	
              (vii)

            	
              In
      the event of death of an Eligible Employee with an SSIP Benefit
      Equalization subaccount, the balance of the subaccount shall be payable to
      the same beneficiary as the Eligible Employee has designated under the
      SSIP, unless the Eligible Employee makes a separate designation under this
      Plan pursuant to the rules established by the
  Committee.

            


    

    


    
      	
               
      

            	
              (c)

            	
              Payment of SSIP Equalization
      Benefit.

            


    

    


    The SSIP
Equalization Benefit:

    


    
      
        	
              	
                (i)

              	
                Shall
      be paid in a lump sum cash payment by the Company to the Eligible Employee
      or, if the Eligible Employee is deceased, to the Eligible Employee's
      beneficiary under the SSIP, and shall be made as soon as practicable after
      the earlier of the Eligible Employee’s Separation From Service or death,
      but in no event shall such payment be made after the later of (i) the
      December 31st
      following the Eligible Employee's Separation From Service or death, or
      (ii) the 15th
      day of the third month following the Eligible Employee's Separation From
      Service or death.  In the event of an Eligible Employee’s death,
      the balance of the Eligible Employee’s SSIP Equalization Benefit book
      entry account, if any, shall be payable to the same beneficiary as the
      Eligible Employee's beneficiary under the SSIP, unless the Eligible
      Employee makes a separate designation under this Plan pursuant to the
      rules established by the
Committee.

              


      

    

    


    
      
        	
              	
                (ii)

              	
                Notwithstanding
      any other provision of the Plan to the contrary, if a Specified Employee
      incurs a Separation From Service, other than as a result of death, payment
      of the amount credited to such Specified Employee’s SSIP Equalization
      Benefit subaccount, accrued or vested after December 31, 2004, shall be
      paid no earlier than the first day of the seventh month following such
      Separation From Service.  A Specified Employee who is subject to
      a six-month distribution delay pursuant to this Subsection 3.02(c)(ii)
      will be permitted to continue to manage the investment elections
      applicable to such Specified Employee’s subaccount during the six-month
      distribution delay.

              


      

    

    


    
      
        	
              	
                (iii)

              	
                The
      SSIP Equalization Benefit under this Subsection 3.02(c) shall be equal to
      the amount credited to the Eligible Employee's book entry account at the
      time of distribution, as determined under Subsection 3.03(a) or (b), as
      applicable.

              


      

    

    


    
      3.03
Ford Retirement Plan (FRP) Equalization Benefits

    

    


    
      (a)  FRP
Subaccount.

    

    


    The
provisions of this Subsection 3.03(a) shall apply in determining an Eligible
Employee's FRP Equalization Benefit for periods of service beginning on or after
January 1, 2004.

    


    
      	
               
      

            	
              (i)

            	
              The
      Company shall establish a book entry account for each Eligible Employee
      for purposes of computing the Eligible Employee's FRP Equalization Benefit
      under this Section 3.03.  The Eligible Employee's FRP
      Equalization Benefit under this Subsection 3.03(a) shall be equal to the
      amount(s) credited to the book entry account at the time of
      distribution.

            


    

    


    
      	
               
      

            	
              (ii)

            	
              If,
      at any time during a plan year beginning on or after January 1, 2004,
      contributions made to the FRP on behalf of an Eligible Employee are
      limited due to the application of the Limitations, there shall be credited
      to the book entry account established for the Eligible Employee pursuant
      to this Subsection 3.03(a) an amount equal to the amount of Company
      contributions that would have been made under the FRP on behalf of the
      Eligible Employee but for the application of the
    Limitations.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (iii)

            	
              Each
      Eligible Employee's book entry account also will be credited or debited
      with amounts determined based on investment options selected by the
      Eligible Employee under this Subsection 3.03(a)(iii).  The
      investment options available for selection under this Subsection
      3.03(a)(iii) shall be identical to the investment options available under
      the FRP, but will have separate fund codes.  Each Eligible
      Employee shall select which investment options are to be used in
      determining the Eligible Employee's FRP Equalization
      Benefit.  In the absence of an investment selection by an
      Eligible Employee, the Eligible Employee's book entry account will be
      credited or debited with amounts based on the appropriate target date –
      retirement fund offered under the FRP as identified by the Company for the
      Eligible Employee.  The Designated Third Party Administrator
      will maintain a record of each book entry account, process investment
      selections, and otherwise be the record keeper of the book entry
      accounts.  Investment options selected under this Section 3.03
      shall be used solely for purposes of determining an Eligible Employee's
      FRP Equalization Benefit.  An Eligible Employee's FRP
      Equalization Benefit will be based on the value of the Eligible Employee's
      book entry account as if the amounts in the book entry account had been
      invested in actual investments selected by the Eligible Employee; however,
      no such investments shall be made on behalf of the Eligible
      Employee.  Eligible Employees shall not have voting rights or
      any other ownership rights with respect to any investment options selected
      as the measuring mechanism for book entry accounts established under this
      Section 3.03.

            


    

    


    
      	
               
      

            	
              (iv)

            	
              Eligible
      Employees may not withdraw or borrow against amounts credited to any book
      account under this Subsection 3.03(a).  Book entry accounts will
      not accept rollovers from other
plans.

            


    

    


    
      	
              (b)

            	
              Payment of FRP Equalization
      Benefit.

            


    

    


    The FRP
Equalization Benefit:

    


    
      	
               
      

            	
              (i)

            	
              Shall
      be paid in a lump sum cash payment by the Company to the Eligible Employee
      or, if the Eligible Employee is deceased, to the Eligible Employee's
      beneficiary under the FRP, and shall be made as soon as practicable after
      the earlier of the Eligible Employee's Separation From Service or death,
      but in no event shall such payment be made after the later of (i) the
      December 31st
      following the Eligible Employee's Separation From Service or death, or
      (ii) the 15th
      day of the third month following the Eligible Employee's Separation From
      Service or death.  In the event of an Eligible Employee’s death,
      the balance of the Eligible Employee’s FRP Equalization Benefit book entry
      account, if any, shall be payable to the same beneficiary as the Eligible
      Employee designated under the FRP, unless the Eligible Employee makes a
      separate designation under this Plan pursuant to the rules established by
      the Committee.

            


    

    


    
      	
               
      

            	
              (ii)

            	
              Notwithstanding
      any other provision of the Plan to the contrary, if a Specified Employee
      incurs a Separation From Service, other than as a result of death, payment
      of any amount credited to the Specified Employee's FRP Equalization
      Benefit book entry account, accrued or vested after December 31, 2004,
      shall not be made earlier than the first day of the seventh month
      following Separation From Service.  A Specified Employee 

                who
      is subject to a six-month distribution delay pursuant to this Subsection
      3.02(c)(ii) will be permitted to continue to manage the investment
      elections applicable to such Specified Employee’s book entry account
      during the six-month distribution
delay.

              

            


    

    
      
      

    

    


    
      	
               
      

            	
              (iii)

            	
              The
      FRP Equalization Benefit under this Subsection 3.03(b) shall be equal to
      the amount credited to the Eligible Employee's book entry account at the
      time of distribution, as determined under Subsection
    3.03(a).

            


    

    


    Section
4.  Equalization Benefits Not Funded.

    


    The
Company's obligations under this Plan shall not be funded and Equalization
Benefits under this Plan shall be payable only out of the general funds of the
Company.

    


    Section
5.  No Contract of Employment.

    


    The Plan
is an expression of the Company's present policy with respect to Eligible
Employees; it is not a part of any contract of employment.  No
Eligible Employee, Eligible Surviving Spouse, or any other person shall have any
legal or other right to any benefit under this Plan.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Section
6.  Amendment, Termination, Etc.

    


    The Board
of Directors of the Company shall have the right at any time to amend, modify,
discontinue or terminate this Plan in whole or in part; provided, however, that
no such action shall deprive any person of an Equalization Benefit under this
Plan if payment of such Equalization Benefit shall have commenced prior to the
date of such action by the Board of Directors; provided, further, however, that
no distribution of benefits shall occur upon termination of this Plan unless
applicable requirements of Code Section 409A have been
met.  Notwithstanding anything contained in this Section to the
contrary, Equalization Benefits payable under this Plan remain subject to the
claims of the Company’s general creditors at all times.

    


    Section
7.  Administration and Interpretation of the Plan.

    


    Full
authority to administer and interpret this Plan shall be vested in the
Committee.  The Committee is authorized from time to time to establish
such rules and regulations as it may deem appropriate for the proper
administration of the Plan, and to make such determinations under, and such
interpretations of, and to take such steps in connection with, the Plan as it
may deem necessary or advisable.  Each determination, interpretation,
or other action by the Committee shall be in its sole discretion and shall be
final, binding and conclusive for all purposes and upon all
persons.  The Committee may act, in its sole discretion, to delegate
administrative and interpretative authority under this
Section to the Plan Administrator.

    


    In the
event that an Article, Section or paragraph of the Code, Treasury Regulations,
GRP, FRP or SSIP concerning the Limitations is renumbered, such renumbered
Article, Section or paragraph shall apply to applicable references
herein,.

    


    Section
8.  Local Payment Authorities

    


    The Vice
President and Treasurer and the Assistant Treasurer (or, in the event of a
change in title, their functional equivalent) may act individually to delegate
authority to administrative personnel to make benefit payments to employees in
accordance with plan provisions.

    


    Section
9. Deductions

    


    The
Company may deduct from any Benefit Equalization payment to an Eligible
Employee, or such Eligible Employee's Eligible Surviving Spouse, any and all
amounts owing to it by such Eligible Employee for any reason, and all taxes
required by law or government regulation to be deducted or
withheld.

    


    Section
10.  Visteon Corporation.

    


    The
following shall be applicable to employees of Ford who were transferred to
Visteon Corporation on April 1, 2000 ("U.S. Visteon Employees") and who ceased
active participation in the Plan as of June 30, 2000 after Visteon Corporation
was spun-off from Ford, June 28, 2000.

    


    
      	
               
      

            	
              (a)

            	
              Group
      I and Group II Employees

            


    

    


    For
purposes of this paragraph, a "Group I Employee" shall mean a U.S. Visteon
Employee who as of July 1, 2000 was eligible for immediate normal or regular
early retirement under the provisions of the GRP as in effect on July 1,
2000.  A "Group II Employee" shall mean a U.S. Visteon Employee who
(i) was not a Group I Employee; (ii) had as of July 1, 2000 a combination of age
and continuous service that equals or exceeds sixty (60) points (partial months
disregarded); and (iii) could become eligible for normal or regular early
retirement under the provisions of the GRP as in effect on July 1, 2000 within
the period after July 1, 2000 equal to the employee's Ford service as of July 1,
2000. A Group I or Group II Employee shall retain eligibility to receive a GRP
Equalization Benefit and/or a SSIP Equalization Benefit and shall receive such
benefits as are applicable under the terms of the Plan in effect on the
retirement date, based on meeting eligibility criteria as of July 1, 2000 with
respect to GRP or SSIP participation prior to July 1, 2000 and upon incurring a
Separation From Service from Visteon, or from the Company for Group I or II
Employees who return to Company employment pursuant to the Visteon Salaried
Employee Transition Agreement dated as of October 1, 2005 and any subsequent
amendments thereto.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (b)

            	
              Group
      III Employees.

            


    

    


    For
purposes of this paragraph, a "Group III Employee" shall mean a U.S. Visteon
Employee who participated in the GRP prior to July 1, 2000 other than a Group I
or Group II Employees.  The Plan shall have no liability for a GRP
Equalization Benefit and/or a SSIP Equalization Benefit payable to Group III
Employees who were otherwise eligible hereunder with respect to GRP or SSIP
participation prior to July 1, 2000 on or after July 1, 2000.

    


    Section 11.  Code Section
409A.

    


    
      	
              (a)

            	
              With
      respect to Equalization Benefits, the Company reserves the right to take
      such action, on a uniform basis, as the Company deems necessary or
      desirable to ensure compliance with Code Section 409A, and applicable
      additional regulatory guidance thereunder, or to achieve the goals of the
      Plan without having adverse tax consequences under this Plan for any
      employee or beneficiary.

            


    

    


    
      	
              (b)

            	
              In
      no event shall any transfer of liabilities to or from this Plan result in
      an impermissible acceleration or deferral of Equalization Benefits under
      Code Section 409A. In the event such a transfer would cause an
      impermissible acceleration or deferral under Code Section 409A, such
      transfer shall not occur.

            


    

    


    
      	
              (c)

            	
              In
      no event will application of any eligibility requirements under this Plan
      cause an impermissible acceleration or deferral of any Plan benefits under
      Code Section 409A.

            


    

    


    
      	
              (d)

            	
              In
      the event an Eligible Employee is reemployed following a Separation From
      Service, distribution of any Equalization Benefit shall not cease upon
      such Eligible Employee's
reemployment.

            


    

    


    
      	
              (e)

            	
              After
      receipt of any Equalization Benefits, the obligations of the Company with
      respect to such Equalization Benefits shall be satisfied and no Eligible
      Employee, Eligible Surviving Spouse, or other beneficiary shall have any
      further claims against the Plan or the Company with respect to
      Equalization Benefits.

            


    

    


    Section
12. Claim for Benefits

    


    
      
        	
                (a) 

              	
                Denial
      of a Claim

              


      

    

    


    A claim
for benefits under the Plan shall be submitted in writing to the Plan
Administrator.  If a claim for benefits or participation is denied in
whole or in part by the Plan Administrator, the employee will receive written
notification within a reasonable period from the date the claim for benefits or
participation is received.  Such notice shall be deemed given upon
mailing, full postage prepaid in the United States mail or on the date sent
electronically to the employee.  If the Plan Administrator determines
that an extensive period of time for processing is required, written notice
shall be furnished to the employee as soon as practical.

    


    
      	
              (b)

            	
              Review
      of Denial of the Claim to the
Committee

            


    

    


    In the
event that the Plan Administrator denies a claim for benefits or participation,
the employee may request a review by filing a written appeal to the Committee
within sixty (60) days of receipt of the written notification of
denial.  The appeal will be considered at the Committee's next
scheduled meeting.  Under special circumstances, an extension of time
for processing may be required in which case a decision shall be rendered as
soon as practical.  In the event such an extension is needed, written
notice shall be provided to the employee.

    


    
      	
              (c)

            	
              Decision
      of the Committee

            


    

    


    The
decision on review of the appeal shall be in writing.  Such notice
shall be deemed given upon mailing, full postage prepaid in the United States
mail or on the date sent electronically to the employee.  Decisions of
the Committee are final and conclusive and are only subject to the arbitrary and
capricious standard of judicial review.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              (d)

            	
              Limitations
      Period

            


    

    


    No legal
action for benefits under the Plan may be brought against the Plan until after
the claims and appeal procedures have been exhausted.  Legal actions
under the Plan for benefits must be brought no later than two (2) years after
the claim arises.  No other action may be brought against the Plan
more than six (6) months after the claim arises.

    


    Section
13. Special BEP Equalization Benefit.

    


    Effective
as of November 1, 2001, certain named Company officers specified on Appendix A
shall receive an additional monthly benefit under the Plan in an amount equal to
the monthly benefit the officer would have received under the GRP had the
officer participated in the GRP on a contributory basis throughout all years of
service with the Company for which such officers did not receive a base
salary.  Upon
the death of any such Company officer, such officer's Eligible Surviving Spouse
will receive the monthly benefit provided by this Section until such Eligible
Surviving Spouse's death.  Any monthly benefit paid pursuant to this
Section shall be paid in accordance with the payment timing provisions provided
in Subsections 3.01(b)(ii), (b)(iii) and (c).

    


    Section
14. FERCO Equalization Benefits.

    


    Effective
as of December 31, 1999, former salaried employees of the Company, excluding any
former salaried employees of the Company who transferred to Visteon Corporation
as part of its spin-off from the Company  in June 2000, who
participated in the FERCO SRP and whose benefits under the FERCO SRP were
limited as a result of the application of the Limitations shall be eligible to
receive FERCO Equalization Benefits pursuant to the terms of Appendix
B.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Appendix
A

    Special BEP Equalization
Benefit

     

    Company
Officers

     

    William
Clay Ford, Jr.

    Carl E.
Reichardt


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Appendix
B

    FERCO Equalization
Benefits

    


    


    Except as
otherwise provided in this Appendix, all terms and provisions of the Ford Motor
Company Benefit Equalization Plan shall apply to any FERCO Equalization Benefit
provided pursuant to this Appendix.

    


    Section
1.  Definitions.  The terms used in this Appendix
shall have the same meaning as those in the Plan, except as
follows:

    


    
      
        	
              	
                1.01

              	
                "Eligible Employee"
      shall mean a former salaried employee of FERCO, excluding any former
      salaried employee of FERCO who transferred to Visteon Corporation as part
      of its spin-off from the Company in June 2000, whose benefits under the
      FERCO SRP were limited as a result of the application of the
      Limitations.

              


      

       

    

    
      	
            	
              1.02

            	
              “FERCO” shall mean the
      Ford Electronics and Refrigeration
Corporation.

            


    

    


    
      
        	
              	
                1.03

              	
                “FERCO Equalization
      Benefit” shall mean any of the benefits described in this
      Appendix.

              


      

    

    


    
      
        	
              	
                1.04

              	
                "PBGC" shall mean the
      Pension Benefit Guaranty
Corporation.

              


      

    

    


    Section 2.  FERCO
Equalization Benefits.  A FERCO Equalization Benefit shall be
provided as follows to any Eligible Employee whose FERCO SRP benefit was subject
to the Limitations:

    


    2.01  Amount of
Benefit.  The amount of any FERCO Equalization Benefit payable
pursuant to this Subsection shall be equal in amount to the difference between
the FERCO SRP benefit the Eligible Employee would have received if the Eligible
Employee commenced FERCO SRP benefits upon Separation From Service and the
corresponding benefit that would have been payable under the FERCO SRP without
regard to the Limitations.  For purposes of determining such amount,
the Eligible Employee shall be treated as if he or she elected to receive his or
her FERCO SRP benefit in the form of the qualified joint and survivor annuity
benefit under the FERCO SRP if married, or the single life annuity form of
benefit under the FERCO SRP if unmarried (including Eligible Employees who are
widowed or divorced).  The amount of any Equalization Benefit payable
to an Eligible Employee whose benefit under the ESAP is not offset or reduced by
the amount of any FERCO SRP benefit payable to such Eligible Employee prior to
age 65 shall be increased upon the Eligible Employee's attainment of age 65 to
reflect an unreduced normal retirement benefit under the FERCO
SRP.  In determining the amount of the Equalization Benefit, the
Eligible Employee's salary shall be the Eligible Employee's salary as defined in
the FERCO SRP.

    


    2.02  Payment of FERCO
Benefit.  FERCO Equalization Benefits shall be payable in
accordance with Subsections 3.01(b)(ii) and (iii), 3.01(c), and
3.01(d).