ex10_e.htm


    
      

    

    Exhibit
10-E

    


    


    SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN

    As
applicable to retirements of Eligible Executives on or after January 1,
19921

    Amended
and Restated Effective as of December 31, 2008

    


    Section
1.  Introduction.  On January 1, 1985, the Company
established this Plan for the purpose of providing Eligible Executives, hired or
rehired prior to January 1, 2004, with a monthly Supplemental Benefit for their
lifetime in the event of their retirement from employment with the Company under
certain circumstances.  The Plan also provides for the award of
Conditional Annuities and Pension Parity Benefits to selected Eligible
Executives under certain circumstances.

    


    Section
2.  Definitions.  As used in the Plan, the following
terms shall have the following meanings, respectively:

    


    2.01           "Affiliate" shall mean, as
applied with respect to any person or legal entity specified, a person or legal
entity that directly or indirectly, through one or more intermediaries, controls
or is controlled by, or is under common control with, the person or legal entity
specified.

    


    2.02           "Annual
Incentive Compensation Plan" shall mean the Annual Incentive Compensation
Plan of Ford Motor Company, as it may be amended.

    


    2.03           "Code"
shall mean the Internal Revenue Code of 1986, as amended from time to
time.

    


    2.04           "Committee"
shall mean the Compensation Committee of Ford Motor Company.

    


    2.05           "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.

    


    2.06           "Conditional
Annuity" or "Conditional Annuities" shall mean the benefit(s) payable
under this Plan as determined in accordance with Section 4.

    


    2.07           "Credited
Service" shall mean, without duplication, the years and any fractional
year of credited service at retirement, not exceeding one year for any calendar
year, of the Eligible Executive under all the Retirement Plans.

    


    2.08           "Designated
Beneficiary" shall mean the beneficiary or beneficiaries designated by an
Eligible Executive or Eligible Retired Executive in a writing filed with the
Company (subject to such limitations as to the classes and number of
beneficiaries and contingent beneficiaries and such other limitations as the
Committee may prescribe) to receive, in the event of the death of the Eligible
Executive or Eligible Retired Executive, the Death Benefits provided in Section
4.04.  An Eligible Executive or Eligible Retired Executive shall be
deemed to have designated as beneficiary or beneficiaries under the Plan the
person or persons who receive such Eligible Executive's or Eligible Retired
Executive's life insurance proceeds under the Company-paid Basic Life Insurance
Plan, unless such Eligible Executive or Eligible Retired Executive shall have
assigned such life insurance proceeds, in which event the Death Benefits shall
be paid to such assignee; provided, however, that if the Eligible Executive or
Eligible Retired Executive shall have filed with the Company a written
designation of a different beneficiary or beneficiaries under the Plan, such
beneficiary form shall control.  An Eligible Executive or Eligible
Retired Executive may from time to time revoke or change any such designation of
beneficiary and any designation of beneficiary under the Plan shall be
controlling over any testamentary or other disposition; provided, however, that
if the Committee shall be in doubt as to the right of any such beneficiary to
receive any payment under the Plan, the same may be paid to the legal
representatives of the Eligible Executive or Eligible Retired Executive, in
which case the Company, the Committee and the members thereof shall not be under
any further liability to anyone.

    


    2.09           "Disability
Retirement" shall mean an Eligible Executive's retirement from the
Company on or after reaching at least 10 years of service and becoming Totally
and Permanently Disabled.

    
 

    ________________________________ 

      1See Appendix A for provisions
applicable to retirements of Eligible Executives on or after January 1, 1985 and
prior to January 1, 1992 or retirements of Eligible Executives from certain
former Company Affiliates.

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    2.10           "Early
Retirement" shall mean an Eligible Executive's retirement from the
Company on or after reaching age 55 with at least 10 years of
service.

    


    2.11           "Eligible
Executive" shall mean a person who was hired or rehired prior to January
1, 2004 and who is the Executive Chairman, Chief Executive Officer, an Executive
Vice President, a Group Vice President or a Vice President of the Company
(excluding any such person who is an employee of a foreign Affiliate of the
Company) or a Company employee in Leadership Level Four or above, or its
equivalent.

    


    2.12           "Eligible
Retired Executive" shall mean:

    


    (a)  with
respect to Supplemental Benefits, an Eligible Executive who

    


      (1)  retires
directly from Company employment with Company approval on Normal Retirement,
Disability Retirement, or Early Retirement;

    


      (2)  will
receive a normal, disability or early retirement benefit under one or more
Retirement Plans;

    


      (3)  has
at least ten years of Credited Service without duplication under all Retirement
Plans; and
   

      (4)  has
at least five continuous years of Eligibility Service immediately preceding
retirement (unless the eligibility condition set forth in this subparagraph (4)
is waived by the Chairman of the Board or the President and Chief Executive
Officer).

     


    (b)  with
respect to Conditional Annuity awards and Pension Parity Benefits, an Eligible
Executive (other than an Eligible Executive in Leadership Levels Four through
Two, or their equivalent) who retires directly from Company employment with
Company approval on Normal Retirement, Disability Retirement, or Early
Retirement.

    


    2.13           "Eligible
Surviving Spouse" shall mean, for purposes of the Pension Parity
Surviving Spouse Benefit, a surviving spouse, as defined by the Federal Defense
of Marriage Act of 1996, to whom an Eligible Retired Executive has been married
at least one year at the date of the Eligible Retired Executive's
death.

    


    2.14           "Eligibility
Service" shall mean Company service while an Eligible
Executive.

    


    2.15           "Final
Five Year Average Base Salary" means the average of the final five
year-end Monthly Base Salaries immediately preceding retirement of the Eligible
Retired Executive.

    


    2.16           "Final
Three Year Average Base Salary" means the average of the final three
year-end Monthly Base Salaries immediately preceding retirement or death of the
Eligible Retired Executive.

    


    2.17           "General
Retirement Plan" or "GRP" means the Ford Motor Company General Retirement
Plan, as it may be amended.

    


    2.18           "Monthly
Base Salary" of an Eligible Executive means the monthly base salary paid
to such person while an Eligible Executive on December 31, prior to giving
effect to any salary reduction agreement pursuant to an employee benefit plan,
as defined in Section 3(3) of the Employee Retirement Income Security Act of
1974, as amended, (i) to which Code Section 125 or Code Section 402(e)(3)
applies or (ii) which provides for the elective deferral of
compensation.  It does not include supplemental compensation or any
other kind of extra or additional compensation.

    


    2.19           "Normal
Retirement" shall mean an Eligible Executive's retirement from the
Company on or after reaching age 65 with at least 10 years of
service.

    


    2.20           "Pension
Parity Benefit" shall mean benefits payable under this Plan as determined
in accordance with Section 5.

    


    2.21           "Pension
Parity Surviving Spouse Benefit" shall mean benefits payable under this
Plan to an Eligible Surviving Spouse as determined in accordance with Section
5.03.

    


    2.22           "Plan"
means the Supplemental Executive Retirement Plan of Ford Motor Company, as
amended.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


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

    


    2.24           "Retirement
Plans" shall mean the Ford Motor Company General Retirement Plan or any
other retirement pension plan to which the Company contributes.

    


    2.25           "Separation
From Service" shall occur upon an Eligible Executive' s death, retirement
or other termination of employment with the Company.

    


    2.26           "SERP
Benefit" shall mean any Conditional Annuities, Pension Parity Benefits
and/or Supplemental Benefits payable under this Plan.

    


    2.27           "Specified
Employee" shall mean an employee of the Company 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
employee who is determined to be a Specified Employee shall remain a Specified
Employee throughout such 12-month period regardless of whether the employee
meets the definition of "Specified Employee" on the date the 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).

    


    2.28           "Subsidiary"
shall mean, as applied with respect to any person or legal entity specified, (i)
a person or legal entity 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.

    


    2.29           "Supplemental
Benefit" shall mean benefits payable under this Plan as determined in
accordance with Section 3.

    


    2.30           "Totally
and Permanently Disabled" shall mean an Eligible Executive
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.

            


    

    


    Section
3.  Supplemental Benefits.

    


    3.01  Eligibility.  An
Eligible Retired Executive shall be eligible to receive a Supplemental Benefit
as provided herein.

    


    3.02  Amount
of Supplemental Benefit.

    


    (a)  Subject
to any reductions pursuant to Subsection (b) below and to any limitations and
reductions pursuant to other provisions of the Plan, the monthly Supplemental
Benefit shall be an amount equal to the Eligible Executive's Final Five Year
Average Base Salary multiplied by the Eligible Executive's years of Credited
Service at retirement, and further multiplied by the Applicable Percentage based
on the Eligible Executive's position or salary grade immediately preceding
retirement, as follows:


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    For
retirements on or after January 1, 1992 but prior to August 1, 1995

    


    
      
        
          
            
              
                	
                        Status at Retirement

                      	
                        Applicable Percentage

                      
	
                        Chairman,
      Vice Chairman, President

                      	
                            .90%

                      
	
                        Executive
      Vice President

                      	
                            .80%

                      
	
                        Vice
      President

                      	
                            .70%

                      
	
                        Non-Vice
      Presidents

                      	 
      
	
                        -
      Salary Grade 21, 20, 19

                      	
                            .60%

                      
	
                        -
      Salary Grade 18, 17, 16

                      	
                            .40%

                      
	
                        -
      Salary Grade 15, 14, 13

                      	
                            .20%

                      


              

            

          

        

      

    

    


    For
retirements on or after August 1, 1995 but prior to February 1,
2000

    


    
      
        
          
            
              
                
                  	
                          Status at Retirement

                        	
                          Applicable Percentage

                        
	
                          Vice
      President Band

                        	 
      
	
                          -
      Chairman, Vice Chairman, President

                        	
                              .90%

                        
	
                          -
      Executive Vice President

                        	
                              .80%

                        
	
                          -
      Group Vice President

                        	
                              .75%

                        
	
                          -
      Vice President

                        	
                              .70%

                        
	
                          Non-Vice
      President

                        	 
      
	
                          -
      General Executive Band

                        	
                              .60%

                        
	
                          -
      Executive Band

                        	
                              .40%

                        
	
                          -
      Salary Grade 15, 14, 13

                        	
                              .20%

                        


                

              

            

          

        

      

    

    


    For
retirements on or after February 1, 2000

    


    
      
        
          
            
              
                	
                        Status at Retirement

                      	
                        Applicable Percentage

                      
	
                        Leadership
      Level One

                      	 
      
	
                        -
      Executive Chairman, Vice Chairman,

                      	 
      
	
                        President

                      	
                            .90%

                      
	
                        -
      Executive Vice President

                      	
                            .80%

                      
	
                        -
      Group Vice President

                      	
                            .75%

                      
	
                        -
      Vice President

                      	
                            .70%

                      
	 
      	 
      
	
                        Leadership
      Level Two2

                      	 
      
	
                        -
      Standard Benefit

                      	
                            .40%

                      
	
                        -
      Non-standard Benefit3

                      	
                            .60%

                      
	
                        Leadership
      Level Three

                      	
                            .20%

                      
	
                        Leadership
      Level Four

                      	
                            .20%

                      


              

            

          

        

      

    

    


    (b)  For
an Eligible Retired Executive who shall retire before age 62 the monthly
Supplemental Benefit payable hereunder shall equal the amount calculated in
accordance with the immediately preceding Subsection (a) reduced by 5/18 of 1%
multiplied by the number of months from the later of the date the Supplemental
Benefit commences or age 55 in the case of earlier receipt as a result of a
Disability Retirement to the first day of the month after the Eligible Retired
Executive would attain age 62.

     

    
________________________________ 

    
      1 General Executive
Band  Eligible Executives who, on or after January 1, 2000 were
reclassified as Leadership Level Two Employees, shall retain their entitlement
to the .60% Applicable Percentage regardless of the
reclassification. 

    

    
      2 The non-standard benefit will be
available for Leadership Level Two Eligible Executives only upon approval of the
Executive Chairman , Executive Vice President and Chief Financial Officer and
Group Vice President- Human Resources and Corporate Services (or in the event of
a change in title, their functional equivalent).

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              3.03

            	
              Payments.

            


    

    


    (a)           Subject
to the earning-out conditions set forth in Section 6, Supplemental Benefits, in
the amount determined under Section 3.02, shall be payable out of the Company's
general funds monthly beginning:

    


    (i)   for
distributions that commenced prior to January 1, 2005, on the first day of the
month when the Eligible Retired Executive's retirement benefit under any
Retirement Plan or under the Company's Executive Separation Allowance Plan
begins;

    


    (ii)   for
distributions commencing on or after January 1, 2005, on the first day of the
month following the date which the Eligible Retired Executive has a Separation
From Service or is determined to be Totally and Permanently
Disabled.

    


    (b)           Notwithstanding
any other provisions 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 Supplemental Benefit shall not commence (or be paid)
earlier than the first day of the seventh month following the Separation From
Service.  Any Supplemental 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)           Payments
to an Eligible Retired Executive hereunder shall cease at the end of the month
in which the Eligible Retired Executive dies.

    


    Section
4.  Conditional Annuities.

    


    4.01  Eligibility.  The
Committee may, in its discretion, award to an Eligible Executive (other than an
Eligible Executive in Leadership Levels Four through Two or its equivalent)
additional retirement income in the form of a Conditional Annuity.

    


    4.02  Amount
of Conditional Annuity.

    


    (a)  In
determining the amount of any Conditional Annuity to be awarded to an Eligible
Executive for any year, the Committee shall consider the Company's profit
performance and the amount that is awarded to such Eligible Executive for such
year under the Annual Incentive Compensation Plan.  Awards shall be
made only for years in which the Committee has decided, for reasons other than
individual or corporate performance or termination of employment, to make an
award to an Eligible Executive under the Annual Incentive Compensation Plan
which is less than would have been awarded if the historical relationship to
awards to other executives had been followed.

    


    (b)  The
aggregate annual amount payable under the Conditional Annuities awarded to any
Eligible Executive shall not exceed an amount equal to the Applicable Percentage
of the average of such Eligible Executive's Final Three Year Average Base
Salary, determined in accordance with the following table:

    


    
      
        
          
            
              
                
                  
                    
                      
                        	 	 	
                                Applicable Percentage

                              
	
                                Number
      of Years for

                              	 	
                                Chairman,

                              	 	
                                All
      Other

                              
	
                                which
      a Conditional

                              	 	
                                Vice
      Chairman

                              	 	
                                Eligible

                              
	
                                Annuity is awarded

                              	 	
                                and President

                              	 	
                                Executives

                              
	
                                1

                              	 	
                                30%

                              	 	
                                   20%

                              
	
                                2

                              	 	
                                35

                              	 	
                                   25

                              
	
                                3

                              	 	
                                40

                              	 	
                                   30

                              
	
                                4

                              	 	
                                45

                              	 	
                                   35

                              
	
                                5
      or more

                              	 	
                                50

                              	 	
                                   40

                              


                      

                    

                  

                

              

            

          

        

      

    

    


    The
percentage shall be reduced pro rata to the extent that service at retirement is
less than 30 years.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    4.03  Payments.

    


    (a)           Subject
to the earning-out conditions set forth in Section 6, Conditional Annuities, in
the amount determined under Section 4.02, shall be payable to an Eligible
Executive out of the Company's general funds monthly beginning:

    


    (i)      
     for distributions that commenced prior to January
1, 2005, on the first day of the month when the Eligible Retired Executive's
retirement benefit under any Retirement Plan or under the Company's Executive
Separation Allowance Plan begins; or

    


    (ii)           for
distributions commencing on or after January 1, 2005, on the first day of the
month following the date on which the Eligible Retired Executive has a
Separation From Service or is determined to be Totally and Permanently
Disabled.

    


    (b)           Notwithstanding
any other provisions 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 Conditional Annuities shall not commence (or be paid)
earlier than the first day of the seventh month following the Separation From
Service.  Any Conditional Annuity payments to which a Specified
Employee otherwise would have been entitled during the first 6 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)           Except
as provided in Section 4.04, payments with respect to an Eligible Retired
Executive hereunder shall cease at the end of the month in which such Eligible
Retired Executive dies.

    


    (d)           For
an Eligible Executive who retires before age 65, the monthly payment under any
Conditional Annuity awarded to such Eligible Executive shall equal the actuarial
equivalent (based on factors determined by the Company's independent consulting
actuary) of the monthly amount payable for retirement at age 65.

    


    4.04  Death
Benefits.

    


    (a)           Upon
death before retirement but at or after age 55, the Eligible Executive's
Designated Beneficiary shall be paid a lump sum equal to 30 times (representing
30 months) the aggregate monthly amount payable under such Eligible Executive's
Conditional Annuities if the Eligible Executive had been age 55 at death,
increased by one-third of one month for each full month by which such Eligible
Executive's age at death shall exceed age 55.  Such lump sum payment
shall be paid as soon as administratively practicable following the Eligible
Executive's death, but in no event after the later of (i) the December 31st
immediately following the Eligible Executive's death, or (ii) the 15th day of
the third month immediately following the Eligible Executive's
death.

    


    (b)           If
death occurs within 120 months following retirement, the monthly payments under
the Conditional Annuity shall be continued to the Designated Beneficiary for the
remaining balance of the 120 month period following
retirement.  Notwithstanding the preceding sentence, if the Designated
Beneficiary should die prior to receiving all of the remaining monthly payments,
any remaining monthly payments under the Conditional Annuity shall
cease.

    


    Section
5.  Pension Parity Benefits.

    


    5.01  Eligibility.  For
retirements on or after October 1, 1998, an Eligible Retired Executive at Ford
Motor Company (U.S.) or Ford Motor Credit Company (U.S.) who held the position
of a Vice President or above at Ford Motor Company (U.S.) immediately prior to
retirement and who had service with a subsidiary, including an international
subsidiary, at any time prior to becoming an employee of Ford Motor Company
(U.S.) or Ford Motor Credit Company (U.S.) shall be eligible to receive a
Pension Parity Benefit as provided below.

    


    5.02  Amount
of Pension Parity Benefit.

    


    (a)           The
monthly Pension Parity Benefit shall be an amount equal to the difference
between (i) and (ii), where (i) is the amount of the monthly retirement benefit
which would be payable under the GRP, the Supplemental Benefit and/or
Conditional Annuity under this Plan, the Executive Separation Allowance Plan
("ESAP"), the Benefit Equalization Plan ("BEP"), and the Select Retirement Plan
("SRP") if all of the Eligible Retired Executive's years of service under the
GRP/ESAP/BEP/SRP and each of the subsidiary's retirement plans were counted as
years of contributory service under the GRP/ESAP/BEP/SRP and (ii) is the amount
of monthly retirement benefit that is or was payable under the GRP/ESAP/BEP/SRP,
under the subsidiary's retirement plans, under this Plan as a Supplemental
Benefit or a Conditional Annuity, if applicable, or under any other plan
sponsored by a subsidiary which provided pension-type benefits (and if such
benefits were paid in a lump sum as a termination benefit, this Plan shall
convert the lump sum into an actuarial equivalent annuity (as determined by an
independent actuary appointed by Ford Motor Company) payable at age 65 to the
Eligible Retired Executive, or as was otherwise required pursuant to a qualified
domestic relations order for purposes of determining the appropriate
offset.)


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (b)           For
purposes of determining the amount of an Eligible Retired Executive's Pension
Parity Benefit, the Eligible Retired Executive 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 Retired Executive).  The amount of any Pension Parity Benefit
payable to an Eligible Retired Executive whose benefit under the ESAP is not
offset or reduced by the amount of any GRP benefit payable to such Eligible
Retired Executive prior to age 65 shall be increased upon the Eligible Retired
Executive's attainment of age 65 to reflect an unreduced normal retirement
benefit under the GRP.

    


    5.03  Pension
Parity Surviving Spouse Benefits.

    


    (a)           An
Eligible Surviving Spouse shall be entitled to receive a monthly Pension Parity
Surviving Spouse Benefit upon the death of the Eligible Retired Executive in an
amount equal to the difference between (i) and (ii), where (i) is the actuarial
equivalent (as determined by an independent actuary appointed by Ford Motor
Company) of the amount of the monthly survivor's benefit that would be payable
under the GRP, the ESAP, the BEP, and the SRP if all of the Eligible Retired
Executive's years of service under the GRP/ESAP/BEP/SRP and each of the
subsidiary's retirement plans were counted as years of contributory service
under the GRP/ESAP/BEP/SRP and (ii) is the actuarial equivalent (under the
method described in (i) above) of the amount of the monthly survivor's benefit
that is or was payable under the GRP/ESAP/BEP/SRP, under Section 4.04 if the
Designated Beneficiary was an Eligible Surviving Spouse, under the subsidiary's
retirement plans, or under any other plan sponsored by a subsidiary which
provided pension-type survivor benefits.

    


    (b)           If
an Eligible Retired Executive dies prior to reaching age 65, such monthly
Pension Parity Surviving Spouse Benefit shall commence on the first day of the
month following the month in which the Eligible Retired Executive would have
reached age 65.  If an Eligible Retired Executive dies after reaching
age 65, such monthly Pension Parity Surviving Spouse Benefit shall commence as
soon as administratively practicable following the Eligible Retired Executive's
death, but in no event after the later of (i) the December 31st
immediately following the Eligible Retired Executive's death, or (ii) the
15th
day of the third month immediately following the Eligible Executive's
death.  Monthly Pension Parity Surviving Spouse Benefits payable
pursuant to this Section 5.03 shall continue until the Eligible Surviving Spouse
dies.

    


    5.04  Payment.

    


    (a)           Subject
to the earning-out conditions set forth in Section 6, the Pension Parity
Benefit, in the amount determined under Section 5.02, shall be payable to an
Eligible Retired Executive out of the Company's general funds monthly
beginning:

    


    (i)     
      for distributions that commenced prior to
January 1, 2005, on the first day of the month when the Eligible Retired
Executive's retirement benefit under any Retirement Plan commences;
or

    


    (ii)           for
distributions commencing on or after January 1, 2005, on the first day of the
month following the date on which the Eligible Retired Executive has a
Separation From Service or is determined to be Totally and Permanently
Disabled.

    


    (b)           Notwithstanding
any other provisions 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 Pension Parity benefit shall not commence (or be paid)
earlier than the first day of the seventh month following  Separation
from Service.  Any Pension Parity Benefit payments to which a
Specified Employee otherwise would have been entitled during the first 6 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)           Payments
to an Eligible Retired Executive hereunder shall cease at the end of the month
in which the Eligible Retired Executive dies.  The Pension Parity
Surviving Spouse Benefit, in the amount determined under Section 5.03, shall be
payable out of the Company's general funds monthly beginning on the first day of
the month following the Eligible Retired executive's death.  Pension
Parity Surviving Spouse Benefits paid to an Eligible Surviving Spouse shall
cease at the end of the month in which the Eligible Surviving Spouse
dies.

    


    5.05  Administration and
Interpretation.  The Group Vice President - Human Resources and
Corporate Services and the Executive Vice President and Chief Financial Officer
(or, in the event of a change in title, their functional equivalent) shall have
the full power and authority to develop uniform administrative rules and
procedures to administer the Pension Parity Benefit and the Pension Parity
Surviving Spouse Benefit, and specifically shall have the authority to develop
rules to cover specific situations that may require that the Pension Parity
Benefit or the Pension Parity Surviving Spouse Benefit to be adjusted to reflect
retirement payments from other sources in respect of prior subsidiary service of
the Eligible Retired Executive.  In the event of a change in the
designated officer's title, the officer or officers with functional
responsibility for Retirement Plans shall have the power and authority to
administer and interpret this Plan.

    


    Section 6.  Earning Out
Conditions.  Anything herein contained to the contrary
notwithstanding, the right of any Eligible Retired Executive to receive
Supplemental Benefit, Conditional Annuity or Pension Parity payments hereunder
for any month shall accrue only if, during the entire period from the date of
retirement to the end of such month, the Eligible Retired Executive shall have
earned out such payment by refraining from engaging in any activity that is
directly or indirectly in competition with any activity of the Company or any
Subsidiary or Affiliate thereof.

    


    In the
event of an Eligible Retired Executive's nonfulfillment of the condition set
forth in the immediately preceding paragraph, no further payment shall be made
to the Eligible Retired Executive or the Designated Beneficiary; provided,
however, that the nonfulfillment of such condition may at any time (whether
before, at the time of or subsequent to termination of employment) be waived in
the following manner:

    


    (1) with
respect to any such Eligible Retired Executive who at any time shall have been a
member of the Board of Directors, an Executive Vice President, a Group Vice
President, a Vice President, the Treasurer, the Controller or the Secretary of
the Company, such waiver may be granted by the Committee upon its determination
that in its sole judgment there shall not have been and will not be any
substantial adverse effect upon the Company or any Subsidiary or Affiliate
thereof by reason of the nonfulfillment of such condition; and

    


    (2) with
respect to any other such Eligible Retired Executive, such waiver may be granted
by the Annual Incentive Compensation Committee of Ford Motor Company (or any
committee appointed for the purpose) upon its determination that in its sole
judgment there shall not have been and will not be any such substantial adverse
effect.

    


    Anything
herein contained to the contrary notwithstanding, Supplemental Benefit,
Conditional Annuity and Pension Parity payments shall not be paid to or with
respect to any person as to whom it has been determined that such person at any
time (whether before or subsequent to termination of employment) acted in a
manner inimical to the best interests of the Company.  Any such
determination shall be made by (i) the Committee with respect to any Eligible
Retired Executive who at any time shall have been a member of the Board of
Directors, an Executive Vice President, a Group Vice President, a Vice
President, the Treasurer, the Controller or the Secretary of the Company, and
(ii) the Annual Incentive Compensation Committee of Ford Motor Company (or any
committee appointed for the purpose) with respect to any other Eligible
Retired

    Executive,
and shall apply to any amounts payable after the date of the applicable
committee's action hereunder, regardless of whether the Eligible Retired
Executive has commenced receiving any benefits hereunder.  Conduct
which constitutes engaging in an activity that is directly or indirectly in
competition with any activity of the Company or any Subsidiary or Affiliate
thereof shall be governed by the two immediately preceding paragraphs of this
Section and shall not be subject to any determination under this
paragraph.

    


    Section
7.  General Provisions.

    


    7.01  Administration and
Interpretation.  An otherwise Eligible Executive's Early
Retirement under the Plan is subject to approval by the Executive Personnel
Committee.  Except as otherwise provided in the preceding sentence and
except as the committees specified in Sections 4 and 6 are authorized to
administer the Plan in certain respects, the Group Vice President –Human
Resources and Corporate Services and the Executive Vice President and Chief
Financial Officer (or, in the event of a change in title, their functional
equivalent) shall have full power and authority on behalf of the Company to
administer and interpret the Plan.  In the event of a change in a
designated officer's title, the officer or officers with functional
responsibility for Retirement Plans shall have the power and authority to
administer and
interpret the Plan.  All decisions with respect to the administration
and interpretation of the Plan shall be final and shall be binding upon all
persons.  In the event that an Article, Section or paragraph of the
Code, Treasury Regulations, or Retirement Plans is renumbered, such renumbered
Article, Section or paragraph shall apply to applicable references
herein.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    7.02  Deductions.  The
Company may deduct from any payment of Supplemental Benefits, Conditional
Annuity awards, or Pension Parity Benefits to an Eligible Retired Executive or
Pension Parity Surviving Spouse Benefits to an Eligible Surviving Spouse all
amounts owing to it by such Eligible Retired Executive or Eligible Surviving
Spouse for any reason, and all taxes required by law or government regulation to
be deducted or withheld.

    


    7.03  No Contract of
Employment.  The Plan is an expression of the Company's present
policy with respect to Company executives who meet the eligibility requirements
set forth herein; it is not a part of any contract of employment.  No
Eligible Executive, Designated Beneficiary, Eligible Surviving Spouse or any
other person shall have any legal or other right to any Supplemental Benefit,
Conditional Annuity, Pension Parity Benefit or Pension Parity Surviving Spouse
Benefit.

    


    7.04  Governing
Law.  Except as otherwise provided under federal law, the Plan
and all rights thereunder shall be governed, construed and administered in
accordance with the laws of the State of Michigan.

    


    7.05  Amendment or
Termination.  The Company reserves the right to modify or
amend, in whole or in part, or to terminate this Plan, at any time without
notice; provided, however, that no distribution of SERP Benefits shall occur
upon termination of this Plan unless applicable requirements of Code Section
409A have been met.

    


    7.06  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 Eligible Retired Executives in accordance
with plan provisions.

    


    7.07  Code
Section 409A.

    


    (a)           The
Company reserves the right to take such action, on a uniform and consistent
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 any SERP 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 between Plan benefits under Code
Section 409A.

    


    (d)           In
the event an Eligible Executive or Eligible Retired Executive is reemployed
following a Separation From Service, distribution of any SERP Benefit shall not
cease upon such Eligible Executive's or Eligible Retired Executive's
reemployment.

    


    (e)           After
receipt of Plan benefits, the obligations of the Company with respect to such
benefits shall be satisfied and no Eligible Executive, Eligible Surviving
Spouse, or Designated Beneficiary shall have any further claims against the Plan
or the Company with respect to Plan benefits.

    


    Section
8. Claim for Benefits

    


    8.01 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
Eligible Retired Executive 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 date sent electronically to the
Eligible Retired Executive.  If the plan administrator determines that
an extension of time for processing is required, written notice of the extension
shall be furnished to the Eligible Retired Executive as soon as
practical.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      8.02 Review of Denial of
Claim.  In the event that the plan administrator denies a claim
for benefits or participation, an eligible retired executive may request a
review by filing a written appeal to the group vice president - human resources
and corporate service and the executive vice president and chief financial
officer (or, in the event of a change in title, their functional equivalent), or
their designee(s), within sixty (60) days of receipt of the written notification
of denial.  The appeal will be considered and a decision shall be
rendered as soon as practical.  In the event an extension of time is
needed to consider the appeal and render the decision, written notice shall be
provided to the eligible retired executive notifying them of such time
extension.

      


      8.03 Decision on
Appeal.  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 eligible
retired executive.  Decisions rendered on the appeal are final and
conclusive and are only subject to the arbitrary and capricious standard of
judicial review.

      


      8.04 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.


       

      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


    

    
      Appendix
A

    

    


    Applicable
to retirements of Eligible Executives on or after January 1, 1985 but prior to
January 1, 1992, or retirements of Eligible Executives from certain former
Company Affiliates.

    


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

    


    1.01           "Contributory Service" shall
mean without duplication the years and any fractional year of contributory
service at retirement, not exceeding one year for any calendar year, of the
Eligible Executive under all Retirement Plans.

    


    1.02           "Eligible Executive" shall mean
a person who is the Chairman of the Board and Chief Executive Officer, an
Executive Vice President or a Vice President of the Company (excluding any such
person who is an employee of a foreign Affiliate of the Company) or a Company
employee in Salary Grade 13 or its equivalent or above (Salary Grade 20 or its
equivalent or above for Company employees prior to January 1,
1989).

    


    Section 2.  Supplemental
Benefits.

    


    2.01  Eligibility.  An
Eligible Retired Executive shall be eligible to receive a Supplemental Benefit
as provided herein.

    


    2.02           Amount
of Supplemental Benefit.

    


    (a)  Subject
to any reductions pursuant to Subsection (b) below and to any limitations and
reductions pursuant to other provisions of the Plan, the monthly Supplemental
Benefit shall be an amount determined as follows:

    


    (1)  For
those employees who were Eligible Executives on or after January 1, 1989 and
retired prior to January 1, 1992, an amount equal to the Eligible Executive's
Final Five Year Average Base Salary multiplied by the Eligible Executive's years
of Contributory Service at retirement, and further multiplied by the Applicable
Percentage based on the Eligible Executive's position or salary grade
immediately preceding retirement and on when the Contributory Service occurred,
as follows:

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	
                                                  Status at Retirement

                                                	 	
                                                   Applicable Percentage

                                                
	 
      	 	
                                                  Contributory

                                                	 	
                                                  Contributory

                                                
	 
      	 	
                                                      
      Service

                                                	 	
                                                      
      Service

                                                
	 
      	 	
                                                  before 1/1/89

                                                	 	
                                                  from 1/1/89

                                                
	
                                                  Chairman,
      Vice Chairman,

                                                	 	 
      	 	 
      
	
                                                  President

                                                	 	
                                                  .60%

                                                	 	
                                                  .90%

                                                
	
                                                  Executive
      Vice President

                                                	 	
                                                  .50%

                                                	 	
                                                  .80%

                                                
	
                                                  Vice
      Presidents

                                                	 	 
      	 	 
      
	
                                                  Salary
      Grade 23

                                                	 	
                                                  .40%

                                                	 	
                                                  .70%

                                                
	
                                                  Salary
      Grade 22

                                                	 	
                                                  .40%

                                                	 	
                                                  .70%

                                                
	
                                                  Salary
      Grade 21

                                                	 	
                                                  .40%

                                                	 	
                                                  .70%

                                                
	
                                                  Salary
      Grade 20

                                                	 	
                                                  .40%

                                                	 	
                                                  .70%

                                                
	 
      	 	
                                                   
      

                                                	 	 
      
	
                                                  Non-Vice
      Presidents

                                                	 	 
      	 	 
      
	
                                                  Salary
      Grade 21

                                                	 	
                                                  .30%

                                                	 	
                                                  .60%

                                                
	
                                                  Salary
      Grade 20

                                                	 	
                                                  .30%

                                                	 	
                                                  .60%

                                                
	
                                                  Salary
      Grade 19

                                                	 	
                                                  .30%

                                                	 	
                                                  .60%

                                                
	
                                                  Salary
      Grade 18, 17, 16

                                                	 	
                                                  .20%

                                                	 	
                                                  .40%

                                                
	
                                                  Salary
      Grade 15, 14, 13

                                                	 	
                                                  .10%

                                                	 	
                                                  .20%

                                                


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (2)  For
those employees who were Eligible Executives prior to January 1, 1989 and who
retired prior to January 1, 1992, the greater of (A) or (B):

    


    (A)  the
Eligible Executive's Final Five Year Average Base Salary multiplied by the
Eligible Executive's Credited Service, and further multiplied by the Applicable
Percentage based on the Eligible Executive's position or salary grade
immediately preceding retirement, as follows:

    


    
      
        
          
            
              
                
                  
                    	
                            Status at Retirement

                          	 	
                            Applicable Percentage

                          
	
                            Chairman,
      Vice Chairman, President

                          	 	
                                .50%

                          
	
                            Executive
      Vice President

                          	 	
                                .40%

                          
	
                            Vice
      President

                          	 	 
      
	
                            Salary
      Grade 23

                          	 	
                                .35%

                          
	
                            Salary
      Grade 22

                          	 	
                                .30%

                          
	
                            Salary
      Grade 21

                          	 	
                                .25%

                          
	
                            Salary
      Grade 20

                          	 	
                                .20%

                          
	
                            Non-Vice
      Presidents

                          	 	 
      
	
                            Salary
      Grade 21

                          	 	
                                .25%

                          
	
                            Salary
      Grade 20

                          	 	
                                .20%

                          


                  

                

              

            

          

        

      

    

    


    (B)  the
Eligible Executive's Final Five Year Average Base Salary multiplied by the
Eligible Executive's Contributory Service, and further multiplied by the
Applicable Percentage set forth in Section (a)(1) above based on the Eligible
Executive's position or salary grade immediately preceding retirement and on
when the Contributory Service occurred.

    


    (b)  For
an Eligible Retired Executive who shall retire before age 62 the monthly
Supplemental Benefit payable hereunder shall equal the amount calculated in
accordance with the immediately preceding Subsection (a) reduced by 5/18 of 1%
multiplied by the number of months from the later of the date the Supplemental
Benefit commences or age 55 in the case of earlier receipt as a result of
Disability Retirement to the first day of the month after the Eligible Retired
Executive would attain age 62.

    


    Section
3.  Former Affiliates and Former Employees.

    


    3.01   Ford Aerospace
Corporation.  An employee of Ford Aerospace Corporation who was
a Vice President of Ford Motor Company as of April 1, 1985 and retired May 1,
1985 shall be deemed to be an Eligible Executive under the Plan only for
Supplemental Benefits and shall be eligible to receive such benefits under the
Plan based on Credited Service under the Salaried Retirement Plan of Ford
Aerospace Corporation.

    


    3.02   Ford New Holland,
Inc.  The following shall be applicable to former employees of
Ford Tractor Operations who were transferred to Ford New Holland (FNH) and who
participated in the General Retirement Plan for service through December 31,
1989 ("FNH Employees").

    


    (a)  Retirement-Eligible
FNH Employees as of January 1, 1989.

    


    A FNH
Employee who was eligible to retire under the General Retirement Plan on or
prior to January 1, 1989, and who was in a position equivalent to a Salary Grade
13 or above on December 31, 1989, and who retires directly from FNH shall be
deemed to be an Eligible Executive under the Plan only for Supplemental Benefits
and shall receive such benefits as are applicable under the terms of the Plan in
effect at the date of retirement, if retired prior to January 1, 1992, or the
terms of the Plan in effect on January 1, 1992, if retired on or after January
1, 1992; provided, however, that for purposes of calculating the Supplemental
Benefit, the Plan shall use (i) the employee's position or salary grade at FNH
as of December 31, 1989; (ii) the Final Five Year Average Base Salary
immediately preceding retirement of the Eligible Executive from FNH; and (iii)
the employee's Credited Service or Contributory Service, as applicable, as of
December 31, 1989.

    


    (b)  Non-Retirement
Eligible Employees as of January 1, 1989.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    A FNH
Employee who was not eligible to retire under the General Retirement Plan on or
prior to January 1, 1989, and who was in a position equivalent to a Salary Grade
13 or above on December 31, 1989, and who retires directly from FNH shall be
deemed to be an Eligible Executive under the Plan only for Supplemental Benefits
and shall receive such benefits as are applicable under the terms of the Plan in
effect as of January 1, 1989; provided, however, that for purposes of
calculating the Supplemental Benefit, the Plan shall use (i) the employee's
position or salary grade at FNH as of December 31, 1989; (ii) the Final Five
Year Average Base Salary as of January 1, 1989; and (iii) the employee's
Contributory Service as of December 31, 1989.

    


    3.03  Sale of Favesa Operations to Lear
Seating Corporation.

    


    An
Eligible Executive whose employment was transferred to Lear Seating Corporation
by reason of the sale of a portion of Plastic and Trim Product Division's seat
operations to Lear on November 1, 1993 and who was eligible to retire under the
terms of the General Retirement Plan as of December 31, 1993, shall retain
eligibility to receive a Supplemental Benefit, and shall receive such benefits
as are applicable under the terms of the Plan in effect as of December 31, 1993;
provided, however that for purposes of calculating the Supplemental Benefit, the
Plan shall use (i) the employee's position or salary grade with the Company as
of December 31, 1993; (ii) the Final Five Year Average Base Salary as of
December 31, 1993; and (iii) the employee's Credited Service as of December 31,
1993.

    


    3.04  Transition
of Jaguar/Land Rover Employee to Tata Motors.

    


    An
Eligible Executive whose employment was transferred to Tata Motors by reason of
the sale of the assets of Jaguar/Land Rover divisions to Tata Motors on January
1, 2009 and who was eligible to retire under the terms
of the General Retirement Plan as of December 31, 2008, shall retain eligibility
to receive a Supplemental Benefit, and shall receive such benefits as are
applicable under the terms of the Plan in effect as of December 31, 2008;
provided, however that for purposes of calculating the Supplemental Benefit, the
Plan shall use (i) the employee's position or salary grade with the Company as
of December 31, 2008; (ii) the Final Five Year Average Base Salary as of
December 31, 2008; and (iii) the employee's Credited Service as of December 31,
2008.

    


    3.05  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 Supplemental 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 and Credited Service on July 1, 2000 and
the Final Five Year Average Base Salary as of the retirement date.

    


    
      	
               
      

            	
              (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 Employee.  The Plan shall have no liability for any
benefits payable to Group III Employees who were otherwise eligible hereunder
with respect to Credited Service prior to July 1, 2000 on or after July 1,
2000.

    


    Section
4.  General.  Except as otherwise provided in this
Appendix A, the terms of the Plan applicable to retirements of Eligible
Executives on or after January 1, 1992 shall be applicable to the retirements of
Eligible Executives on or after January 1, 1985 but prior to January 1,
1992.