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Exhibit 10-E



FORD MOTOR COMPANY



BENEFIT EQUALIZATION PLAN




(as amended as of January 1, 2005)





Section 1. Purpose.



The purpose of this Plan is to preserve certain
benefits of employees under the Company’s tax qualified
General 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.




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
employee’s account before January 1, 1985 pursuant to
a salary reduction agreement under paragraph V-2 of the
SSIP but which by reason of Section 415 of the Code,
exceeds salary reduction contributions that can be made by the
Company on an employee’s behalf under the Tax-Efficient
Savings Program of the SSIP.



     
2.02 “Company”
shall mean Ford Motor Company.



     
2.03 “Committee”
shall mean the committee authorized to
administer and interpret the Plan as provided in Section 6.



     
2.04 The term
“Contributory Service” shall have the meaning
given that term in the GRP. “Distribution”,
“account” and “current market
value” as used in Section 3.02 of this Plan shall
have the meanings given those terms as used in the SSIP.



     
2.05 “ERISA “
shall mean the Employee Retirement
Income Security Act of 1974, as amended from time to time.



     
2.06 “General Retirement Plan”
or “GRP” shall mean the Ford
Motor Company General Retirement Plan for Salaried and Certain
Other Employees, as amended from time to time.



     
2.07 “Internal Revenue Code” or
“Code” shall mean the
Internal Revenue Code of 1986, as amended from time to time.



     
2.08 “Limitations”
shall mean the limitations on benefits
and/or contributions imposed on qualified plans by
Section 415 and Section 401(a)(17) of the Code.



     
2.09 “PBGC”
shall mean the Pension Benefit
Guaranty Corporation.



     
2.10 “Savings and Stock Investment
Plan” or “SSIP” shall
mean the Ford Motor Company Savings and Stock Investment Plan
for Salaried Employees, as amended from time to time.




Section 3. Equalization of
Benefits.


     
3.01 GRP Equalization Benefits.



			
	 	(a)	
    A Periodic GRP Equalization Benefit shall be
    provided for and associated with each payment of a GRP benefit
    that is subject to the Limitations.
    
	 
	 	(b)	
    The Periodic GRP Equalization Benefit shall be
    equal in amount to the difference between the GRP benefit and
    the corresponding benefit that would be payable under the GRP
    without regard to the Limitations. In determining the amount of
    the Periodic GRP
    









 


			
	 		
    Equalization Benefit, the member’s salary
    shall be the member’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 member shall not
    make contributions hereunder based on such BEP Salary Reductions.
    





		
	 	
    The Periodic GRP Equalization Benefit shall be
    paid by the Company to the person receiving payment of the
    corresponding GRP benefit and, as nearly as practicable, at the
    same time.
    





			
	 	(c)	
    As an alternative to the GRP Periodic
    Equalization Benefit, the Company and an employee eligible for
    the Periodic GRP Equalization Benefit under this
    Section 3.01 may agree on payment of the actuarial
    equivalent in a lump sum of such Periodic GRP Equalization
    Benefit, subject to the following conditions and such other
    conditions as may be determined by the Group Vice President and
    Chief Financial Officer, the Vice President-General Counsel and
    the Vice President-Human Resources:
    





			
	 	(i)	
    The actuarial equivalent shall be determined on
    the basis of the interest rates and mortality tables, which
    would be used by the PBGC for determining the present value of
    liability for pensioners’ benefits in the case of a
    terminated retirement plan under Title IV of ERISA and
    which are in effect in the month prior to the month when the
    employee’s GRP benefit begins.
    





			
	 	(ii)	
    The agreement must be entered into (A) prior
    to the year in which the employee’s retirement occurs and
    (B) not later than six months before the actual retirement
    date; provided, however, that the requirement contained in
    Subsection (B) immediately above shall not apply to such an
    agreement entered into in 1984 by the Company and an eligible
    employee who retires before July 1, 1985.
    
	 
	 	(iii)	
    The agreement once entered is irrevocable.
    
	 
	 	(iv)	
    Evidence of good health at the time of the
    agreement will be required.
    





		
	 	
    Payment under such lump sum agreement shall be
    made by the Company as soon as practicable after payment of the
    GRP benefit begins.
    





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 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 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 employee (including any related Company matching
    contributions) to the SSIP would be subject to the Limitations,
    such an employee may have elected to have the Company retain in
    its general funds and have credited for purposes of computing a
    member’s subaccount of the SSIP Equalization Benefit under
    this Section 3.02(a):
    





			
	 	(A)	
    by payroll deduction authorization under this
    Plan that portion of the amount the 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 paragraph IV of the
    SSIP) which, when added to all other actual and projected Annual
    Additions as defined under paragraph XXXI of the SSIP
    during such plan year, exceeded the Limitations.
    





			
	 	(B)	
    that portion of regular savings and related
    earnings which have been returned to the employee pursuant to
    the provisions of paragraph XXXI of the SSIP, and
    




               
(C) the employee’s BEP Salary
Reductions.




			
	 	(iii)	
    There has been established for each eligible
    employee a subaccount for periods of participation under this
    Section 3.02(a) under the SSIP Equalization Benefit
    Account. This subaccount shall be equal to the amounts retained
    by the Company pursuant to Section 3.02(a)(ii) of this Plan
    adjusted on the basis of investment performance and the
    member’s election as to investment of funds under
    paragraph VIII and transfer of the value of employee and
    Company contributions under paragraph IX of the SSIP as
    though contributions and credits to the member’s account
    hereunder had been so invested less any withdrawals pursuant to
    Section 3.02(a)(iv) of this Plan; 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 Section 3.02(a)(ii) of this Plan
    (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 paragraph VIII of the
    SSIP with respect to such amounts.
    
	 
	 	(iv)	
    An employee may not withdraw any amounts in
    excess of the member’s regular savings contributions under
    this Plan and may not borrow against the subaccount of the
    member’s SSIP Equalization Benefit.
    
	 
	 	(v)	
    The SSIP Equalization Benefit under this Section
    3.02(a) shall be equal to the amount at the time of distribution
    credited to the employee’s subaccount of the SSIP Benefit
    Equalization Account as determined under Section 3.02(a)(iii)
    above.
    




     
(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 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
    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 Section 3.02(b) an amount
    equal to the Company matching contributions which would have
    been made under the SSIP based upon the employee’s SSIP
    elections except that such Company matching contributions cannot
    be made because of the Limitations. For periods on or after
    October 1, 1995, the Company Matching Contributions shall
    be made in the form of units in the Ford Stock Fund rather than
    shares of Ford common stock.
    
	 
	 	(ii)	
    There shall be established for each eligible
    employee a subaccount for periods of participation under this
    Section 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 Section 3.02(b)(i) of this Plan adjusted on the basis of
    investment performance and any election by the member to
    transfer the value of matured Company matching contributions
    under paragraph 4.2 of the SSIP, as though credits to the
    member’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
    Section 3.02(b)(i) of this Plan 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
    Article VIII of the SSIP, although they will have separate
    fund codes. Any BEP credits earned prior to May 1, 1996
    will continue to be based on the same SSIP investment elections
    used prior to May 1, 1996 unless the eligible employee
    elects to reallocate or transfer all or part of the subaccount
    balance among other investment options available under
    Article XIII of the SSIP on or after May 1, 1996.
    Fidelity Institutional Retirement Services Company will maintain
    the accounts and process the elections and otherwise be the
    recordkeeper 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.
    
	 
	 	(iii)	
    An employee may not withdraw any amounts credited
    under this Section 3.02(b) and may not borrow against this
    subaccount of the member’s SSIP Equalization Benefit. This
    subaccount will not accept rollovers from other plans.
    
	 
	 	(iv)	
    The SSIP Equalization Benefit under this Section
    3.02(b) shall be equal to the amount at the time of distribution
    credited to the employee’s subaccount of the SSIP Benefit
    Equalization Account as determined under Section 3.02(b)(ii)
    above.
    





			
	 	(v)	
    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 Article XIV of the
    SSIP unless the eligible employee makes a separate designation
    under this Plan pursuant to the rules established by the
    Compensation and Option Committee.
    




     
(c)  Payment of SSIP Equalization
Benefit.




The SSIP Equalization Benefit shall be paid in
cash by the Company to the employee, or if the employee is
deceased, to the employee’s beneficiary under the SSIP, and
shall be made as soon as practicable after death, retirement or
other termination of employment.




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. 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 in respect of any GRP benefit or any SSIP benefit to
which the member’s rights shall have become vested (under
the vesting provisions of the applicable Plans, without regard
to any provisions limiting benefits or contributions) prior to
the date of such action by the Board of Directors.




Section 6. Administration and
Interpretation of the Plan.



Full authority to administer and interpret this
Plan shall be vested in the Compensation and Option Committee of
the Board of Directors of the Company. 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.








 




References to Articles, Sections or paragraphs of
the Code or of the GRP or of the SSIP shall be applicable to any
corresponding provision of the Code or of the applicable plans
containing essentially the same Limitations, in the event that
the applicable Code or plan provisions shall be renumbered.




Section 7. 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.
    





			
	 	(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 8. Miscellaneous.



Notwithstanding anything contained in the Plan to
the contrary, no otherwise permissible distribution is allowed
that would trigger taxation of any amount under section 409(A)
of the Internal Revenue Code of 1986, as amended.