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Exhibit 10-N



SELECT RETIREMENT PLAN



Amended through January 1, 2005



     
Section 1. Introduction.
On June 9, 1994, the Company
established this Plan for the purpose of providing voluntary
retirement incentives to selected U.S. Company employees
who are assigned to Leadership Levels 1 through 5 of the
Company, or their equivalent, constituting a select group of
management or highly compensated employees.



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




			
	 	2.01 	
    “Benefit Equalization Plan” or
    “BEP” means the Ford
    Motor Company Benefit Equalization Plan, as it may be amended.
    
	 
	 	2.02 	
    “Company” means
    Ford Motor Company and such of its domestic Subsidiaries that
    participate in the Retirement Plans.
    
	 
	 	2.03 	
    “Contributory
    Service” means 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 the General Retirement
    Plan.
    
	 
	 	2.04 	
    “Credited
    Service” means 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 the General Retirement
    Plan.
    
	 
	 	2.05 	
    “Deferred Equalization Plan” or
    “DEP” means the Ford
    Motor Credit Company Deferred Equalization Plan, as it may be
    amended.
    
	 
	 	2.06 	
    “Eligible
    Executive” means a full time
    Company employee who is
    





			
	 	(i)	
    at least age 55 as of the Retirement Effective
    Date, except as otherwise provided in Section 8, and who
    has at least ten years of service recognized for eligibility to
    receive a benefit under the General Retirement Plan as of the
    Retirement Effective Date,
    




           
(ii)  assigned to Leadership
Levels 1 through 5 of the Company, or their equivalents,



           
(iii) selected by the Company to participate
in the Select Retirement Plan, and



           
(iv) in good standing as of the last day of
employment.




		
	 	
    An Eligible Executive shall not include a Company
    employee who is an employee of Jaguar Cars, a division of the
    Company, until such an employee becomes a participant in one or
    more of the Retirement Plans, and then only to the extent of
    service recognized under such Retirement Plans for benefit
    calculation purposes.
    





			
	 	2.07 	
    “Executive Separation Allowance
    Plan” or
    “ESAP” means the Ford
    Motor Company Executive Separation Allowance Plan, as it may be
    amended.
    
	 
	 	2.08 	
    “General Retirement Plan” or
    “GRP” means the Ford
    Motor Company General Retirement Plan, as it may be amended.
    
	 
	 	2.09 	
    “Plan” means
    the Select Retirement Plan of Ford Motor Company.
    
	 
	 	2.10 	
    “Retired
    Executive” means an Eligible
    Executive who voluntarily elects to retire from the Company
    under the terms and conditions of this Plan and who retires on
    the Retirement Effective Date.
    









 




			
	 	2.11 	
    “Retirement Effective
    Date” means the date that
    the Eligible Executive and the Company mutually agree shall be
    the effective date of his or her retirement under the
    Company’s Retirement Plans, and such date shall be only on
    the first of a month. If a Retired Executive elects an ESAP
    benefit as of the Retirement Effective Date and defers receipt
    of the GRP benefit until the Retired Executive attains age 65,
    Retirement Effective Date means the date the Retired Executive
    commences receipt of the GRP benefit, for purposes of
    determining the minimum 15% improvement described in
    Section 5.01.
    
	 
	 	2.12 	
    “Retirement
    Plans” means the General
    Retirement Plan, the Benefit Equalization Plan, the Supplemental
    Executive Retirement Plan, the Executive Separation Allowance
    Plan and the Deferred Equalization Plan.
    
	 
	 	2.13 	
    “Select
    Benefits” means the
    retirement benefits described in Section 5 of this Plan.
    
	 
	 	2.14 	
    “Subsidiary” means,
    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.
    
	 
	 	2.15 	
    “Supplemental Executive Retirement
    Plan” or
    “SERP” means the Ford Motor Company
    Supplemental Executive Retirement Plan, as it may be amended.
    




     
Section 3. Elections



			
	 	3.01 	
    Effective Elections.
    An Eligible Executive who voluntarily
    elects to retire under the terms of the Plan must submit to the
    Company a completed and signed election form stating that the
    retirement is voluntary and designating a Retirement Effective
    Date. The Company shall provide the election forms and no other
    election forms shall be used.
    
	 
	 	3.02 	
    Revocations of Elections.
    An Eligible Executive may revoke an
    election to retire by giving written notice to the Company prior
    to the Retirement Effective Date. No revocations will be
    effective if received after the Retirement Effective Date.
    




     
Section 4. Eligibility for Retirement
Plans. The eligibility of an Eligible
Executive to receive a benefit under this Plan shall be
determined in accordance with the provisions of the Retirement
Plans after giving effect to the following adjustments:




		
	 	
    Eligibility Service under the SERP shall be
    adjusted by adding three years of Eligibility Service to the
    years of Eligibility Service the Eligible Executive has attained
    as of the Retirement Effective Date; and
    
	 
	 	
    For purposes of meeting the minimum eligibility
    requirements under Section 2 of ESAP, (i) three years
    of Executive Roll service shall be added to the Eligible Retired
    Executive’s Executive Roll Service as of the Retirement
    Effective Date, and (ii) three years of Contributory
    Service shall be added to the Eligible Executive’s years of
    Contributory Service as of the Retirement Effective Date,
    without the requirement of employee contributions.
    





In the event an Eligible Executive becomes
eligible to receive a benefit under this Plan solely because of
the service adjustments described above, the Select Benefits
shall be calculated as provided in Section 5 below and
shall be payable exclusively under this Plan rather than SERP or
ESAP, as applicable.








 



     
Section 5. Calculation of Select
Benefits.



			
	 	5.01 	
    GRP Select Benefits.
    The GRP Select Benefit payable to a
    Retired Executive shall be an amount equal to the difference
    between (X) and (Y) where (X) is the GRP benefit
    determined under the terms of the GRP after giving effect to the
    following adjustments:
    





		
	 	
    Add three years to the Retired Executive’s
    attained age as of the Retirement Effective Date only for the
    purpose of determining the applicable early retirement reduction
    factors set forth in Appendix G to the GRP and three years
    to the Retired Executive’s years of Contributory Service as
    of the Retirement Effective Date, without the requirement of
    employee contributions; and
    
	 
	 	
    Final Average Monthly Salary for a Retired
    Executive under the terms of this Plan shall be determined as if
    the Retired Executive had been a Contributing member and
    received Contributory Service for three additional years after
    the Retirement Effective Date at the Retired Executive’s
    Salary in effect as of the date immediately preceding the
    Retirement Effective Date;
    





		
	 	
    and (Y) is the GRP benefit determined under
    the terms of the GRP in effect as of the Retirement Effective
    Date, regardless of whether an application for GRP benefits has
    been submitted or GRP benefit payments have begun.
    
	 
	 	
    The GRP Select Benefit determined as of the
    Retirement Effective Date shall be an amount equal to at least a
    fifteen percent (15%) improvement to the GRP benefit determined
    under the terms of the GRP in effect as of the Retirement
    Effective Date. If the Retired Executive’s benefit under
    the GRP is redetermined at Age 62 and One Month, the GRP
    Select Benefit shall be redetermined and adjusted such that the
    GRP Select Benefit shall be an amount equal to at least a
    fifteen percent (15%) improvement to the GRP benefit
    redetermined under the terms of the GRP then in effect as of the
    redetermination date.
    





			
	 	5.02 	
    SERP Select Benefits.
    The SERP Select Benefit applicable to
    a Retired Executive who is otherwise eligible, or who becomes
    eligible, for a SERP benefit under the terms of the SERP in
    effect as of the Retirement Effective Date, as modified by
    Section 4 of this Plan, shall be an amount equal to the
    difference between (X) and (Y) where (X) is the SERP
    benefit determined under the terms of the SERP after giving
    effect to the following adjustments:
    





		
	 	
    Add three years to the Retired Executive’s
    attained age as of the Retirement Effective Date and three years
    of Credited Service to the Retired Executive’s years of
    Credited Service as of the Retirement Effective Date; and
    
	 
	 	
    The Final Five Year Average Base Salary for a
    Retired Executive receiving Credited Service immediately
    preceding his or her Retirement Effective Date under the terms
    of this Plan shall be determined as if the Retired Executive had
    continued to receive Credited Service for three additional years
    after the Retirement Effective Date at the Retired
    Executive’s Monthly Base Salary;
    





		
	 	
    and (Y) is the SERP benefit determined under
    the terms of the SERP in effect as of the Retirement Effective
    Date.
    
	 
	 	
    The SERP Select Benefit determined as of the
    Retirement Effective Date shall be an amount equal to at least a
    fifteen percent (15%) improvement to the SERP benefit determined
    under the terms of the SERP in effect as of the Retirement
    Effective Date.
    





			
	 	5.03 	
    ESAP Select Benefits.
    The ESAP Select Benefit applicable to
    a Retired Executive who is otherwise eligible, or who becomes
    eligible, for an ESAP benefit under the terms of the ESAP in
    effect as of the Retirement Effective Date, as modified by
    Section 4 of this Plan,
    









 


			
	 		
    shall be an amount equal to the difference
    between (X) and (Y) where (X) is the ESAP benefit
    determined under the terms of the ESAP in effect as of the
    Retirement Effective Date after giving effect to the following
    adjustments:
    





		
	 	
    Add three years to the Retired Executive’s
    attained age as of the Retirement Effective Date; and
    
	 
	 	
    Add three years of service to the Retired
    Executive’s years of service as of the Retirement Effective
    Date;
    





		
	 	
    and (Y) is the ESAP benefit calculated under
    the terms of the ESAP in effect as of the Retirement Effective
    Date.
    
	 
	 	
    The ESAP Select Benefit determined as of the
    Retirement Effective Date shall be an amount equal to at least a
    fifteen percent (15%) improvement to the ESAP benefit determined
    under the terms of the ESAP in effect as of the Retirement
    Effective Date.
    





			
	 	5.04 	
    DEP Select Benefits.
    The DEP Select Benefit applicable to a
    Retired Executive who is otherwise eligible for a DEP benefit
    under the terms of the DEP in effect as of the Retirement
    Effective Date, shall be an amount equal to the difference
    between (X) and (Y) where (X) is the DEP benefit
    determined under the terms of the DEP after adjusting Final
    Average Monthly Salary as if the Retired Executive had been a
    Contributing member and received Contributory Service for three
    additional years after the Retirement Effective Date at the
    Retired Executive’s Salary and (Y) is the DEP benefit
    determined under the terms of the DEP in effect as of the
    Retirement Effective Date.
    




     
Section 6. Administration of Select
Benefits. Except as otherwise
specifically provided in this Plan, the Select Benefits
attributable to the Retirement Plans shall be administered by
the Company in the same manner as if the Select Benefits were
payable directly from such Retirement Plans. This means that the
underlying eligibility rules (except as modified by
Section 4 of this Plan), vesting rules, earning out
provisions and survivorship provisions of the Retirement Plans,
if any, shall apply to the Select Benefits as if such provisions
were fully incorporated in this Plan.



     
Section 7. Payments.
The Select Benefits determined under
Section 5 shall be payable out of the Company’s
general funds monthly, beginning on the Retirement Effective
Date. Payments to a Retired Executive shall cease at the end of
the month in which the Retired Executive dies. Survivor
benefits, if any, payable under this Plan shall be determined in
accordance with the Retirement Plans after giving effect to the
adjustments described herein.



     
Section 8. Reduction of Minimum
Age Eligibility.



			
	 	8.01 	
    Authority to Reduce Minimum
    Age Eligibility. The Chief
    Executive Officer of the Company shall have the authority, from
    time to time in his or her sole and absolute discretion, to
    reduce the minimum age eligibility specified in
    Section 2.06(i) of the Plan from age 55 to age 52.
    
	 
	 	8.02 	
    Under Age 55 Select Benefits.
    If an Eligible Executive becomes
    eligible to receive a Select Benefit under this Plan pursuant to
    Section 8.01, the Select Benefits shall be calculated as
    provided in Sections 5 and 7 above. When a benefit becomes
    payable to the Eligible Executive under the Retirement Plans,
    the amount of the Select Benefits shall be reduced by the
    amounts payable from such other Retirement Plans.
    
	 
	 	8.03 	
    Subsidiary Retirement Plans.
    If an Eligible Executive under age 55
    would have become eligible for a regular early retirement
    benefit from a Subsidiary’s retirement plan if he or she
    had remained in Subsidiary employment until the minimum age or
    service eligibility requirements under such Subsidiary’s
    plan were met, this Plan shall pay the equivalent Subsidiary
    early retirement benefit that otherwise would have been paid if
    the minimum eligibility requirements were met on the Retirement
    Effective Date. The payment shall
    









 


			
	 		
    cease at such time as the regular early
    retirement benefit from the Subsidiary’s plan becomes
    payable. If the Subsidiary’s plan shall pay only a deferred
    vested benefit at age 55, the payment shall cease at death of
    the Eligible Executive. Survivor benefits, if any, shall cease
    at death of the Surviving Spouse. Any payments payable under
    this Plan shall be reduced by the amount of the deferred vested
    or survivor’s benefit payable under such Subsidiary’s
    plan. The amounts payable pursuant to this paragraph shall be in
    addition to any other Select Benefits that otherwise may be
    payable under this Plan.
    




     
Section 9. General
Provisions.



			
	 	9.01 	
    Plan Administration and Interpretation.
    The Vice President — Human
    Resources and the Group Vice President and Chief Financial
    Officer 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 the 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 binding upon all
    persons.
    
	 
	 	9.02 	
    Deductions. The
    Company may deduct from any payment of Select Benefits to a
    Retired Executive all amounts owing to it by such Retired
    Executive for any reason, and all taxes required by law or
    government regulation to be deducted or withheld.
    
	 
	 	9.03 	
    No Contract of Employment.
    The Plan is an expression of the
    Company’s present policy with respect to Eligible
    Executives. It is not a part of any contract of employment. No
    Eligible Executive, Retired Executive or any other person shall
    have any legal or other right to any Select Benefit.
    
	 
	 	9.04 	
    No Company Reemployment.
    A Retired Executive shall not be
    eligible for reemployment by the Company either directly or
    indirectly through an agency or otherwise. This includes, but is
    not limited to, employment of a Retired Executive by the Company
    as a supplemental employee, independent contractor, consultant,
    advisor, or agency employee, regardless of the length of
    employment. It also includes employment of a Retired Executive
    by a sole or single source supplier to the Company, or
    employment by any supplier of the Company if the
    responsibilities of the Retired Executive relate primarily to
    the Company’s business with the supplier, and are not
    merely incidental to the performance of the Retired
    Executive’s other job duties. A review panel consisting of
    at least two representatives from Human Resources and one
    representative from the Office of the General Counsel shall be
    established to review Retired Executive’s requests for
    reemployment. The Retired Executive shall furnish to the Review
    Panel such information about the proposed employment as is
    reasonably requested to enable the Review Panel to evaluate the
    request. The Review Panel shall have sole and absolute
    discretion to determine whether the request for reemployment
    violates this provision. Decisions of the Review Panel are final
    and binding on all parties and are not subject to further review.
    





		
	 	
    The reemployment condition may be waived by the
    Executive Personnel Committee (EPC) if the proposed
    employment advances the strategic interests of the Company or is
    otherwise determined to be in the best interests of the Company.
    
	 
	 	
    In the event a Retired Executive becomes
    reemployed in violation of this provision without obtaining a
    waiver, the EPC may suspend Select Benefits retroactively to the
    date of reemployment and recover amounts overpaid from the
    Retired Executive’s non-qualified benefits, if any, or any
    other source permitted by law. The EPC also may terminate a
    Retired Executive’s future eligibility for Select Benefits
    or take any other action reasonably necessary, in the EPC’s
    sole discretion, to enforce the provisions of this Section.
    









 




			
	 	9.05 	
    Select Benefits Not Funded.
    The Company’s obligations under
    this Plan are not funded. Select Benefits under this Plan shall
    be payable only out of the general funds of the Company.
    
	 
	 	9.06 	
    Continuing Plan. The
    Plan shall be an ongoing Plan and shall be made available at the
    discretion of the Company. The Company may designate certain
    periods within a calendar year in which offers of Select
    Benefits may be made and may provide that no offers of Select
    Benefits may be accepted before or after designated dates within
    a calendar year. The Company also may limit the offer of Select
    Benefits to those within a designated salary roll or band.
    Select Benefits may be combined with additional types of
    termination incentives upon the direction of the Company.
    Provisions of such other termination incentives are not governed
    by the terms of this Plan.
    
	 
	 	9.07 	
    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.
    
	 
	 	9.08 	
    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.
    
	 
	 	9.09 	
    Terms Not Otherwise Defined.
    Capitalized terms not otherwise
    defined in this Plan shall have the same meanings ascribed to
    such terms under the applicable Retirement Plans.
    
	 
	 	9.10 	
    Miscellaneous.
    Notwithstanding anything contained in
    the Plan to the contrary, no otherwise permissible election is
    allowed that would trigger taxation of any amount under section
    409(A) of the Internal Revenue Code of 1986, as amended.