exv10wg



 




Exhibit 10-G



SUPPLEMENTAL EXECUTIVE RETIREMENT
PLAN



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




Amended through January 1, 2005




     
Section 1. Introduction.
On January 1, 1985, the Company
established this Plan for the purpose of providing Eligible
Executives 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 “Committee”
shall mean the Compensation and Option
Committee of Ford Motor Company.



     
2.03 “Company”
shall mean Ford Motor Company, Ford
Motor Credit Company, and such of the subsidiaries of the
Company as, with the consent of the Company, shall have adopted
the Plan.



     
2.04 “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.



     
2.05 “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 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.



     
2.06 “Eligible Executive”
shall mean a person who is the
Chairman of the Board, the Vice Chairman, the President and
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








		
	1 	
    See 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.








 




foreign Affiliate of the Company) or a Company
employee in Leadership Level Four or above, or its
equivalent, (but for periods prior to July 1, 1996,
excluding a Company employee who is an employee of Jaguar Cars,
a division of the Company).




     
2.07 “Eligible Retired
Executive” shall mean




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





		
	 	
    (1) shall retire directly from Company
    employment (i) on normal or disability retirement or
    (ii) with the approval of the Company at or after age 55 on
    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 its equivalent) who shall retire directly from
    Company employment, (i) on normal or disability retirement
    or (ii) with the approval of the Company at or after age 55
    on early retirement.
    




     
2.08 “Eligible Surviving
Spouse” for purposes of the
Pension Parity Surviving Spouse Benefit shall mean a spouse to
whom an Eligible Retired Executive has been married at least one
year at the date of the Eligible Retired Executive’s death.



     
2.09 “Eligibility Service”
shall mean Company service while an
Eligible Executive.



     
2.10 “FE&R”
shall mean Ford Electronics and
Refrigeration LLC, but for periods prior to February 1,
1999 shall mean Ford Electronics and Refrigeration Corporation.



     
2.11 “FE&R Retirement Plan”
means the Salaried Retirement Plan of
FE&R as it may be amended.



     
2.12 “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.



     
2.13 “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.



     
2.14 “General Retirement Plan”
or “GRP” means the
Ford Motor Company General Retirement Plan, as it may be amended.



     
2.15 “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
Section 125 or Section 402(e)(3) of the Internal
Revenue Code of 1986, as amended, 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.



     
2.16 “Plan”
means the Supplemental Executive
Retirement Plan of Ford Motor Company, as amended.



     
2.17 “Retirement Plans”
includes the General Retirement Plan
and the FE&R Retirement Plan for periods prior to
July 1, 2000.








 



     
2.18 “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.



     
2.19 “Annual Incentive Compensation
Plan” shall mean the Annual
Incentive Compensation Plan of Ford Motor Company.



     
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
    

    	 	 	 	 
	 	
    
    — 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 by reason of
disability retirement to the first day of the month after the
Eligible Retired Executive would attain age 62.



     
3.03 Payments.
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 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. 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








		
	2 	
    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.
    
	 
	3 	
    The non-standard benefit will be available for
    Leadership Level Two Eligible Executives only upon approval
    of the President and Chief Executive Officer, Group Vice
    President and Chief Financial Officer and Executive Vice
    President-Human Resources.
    







 




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 out
of the Company’s general funds monthly beginning 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. 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.



     
(b) 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.
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.
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.



     
Section 5. Pension Parity
Benefits.


     
Section 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.



     
Section 5.02 Amount of Pension Parity
Benefit. 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 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 in the same form as the GRP pension
payable to the Eligible Retired Executive, or as was otherwise
required pursuant to a qualified domestic relations order for
purposes of determining the appropriate offset.)




     
Section 5.03 Pension Parity Surviving
Spouse Benefits. 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 of this Plan 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.



     
Section 5.04 Payment.
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 out
of the Company’s general funds monthly beginning on the
first day of the month when the Eligible Retired
Executive’s retirement benefit under any Retirement Plan or
under the ESAP commences. 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.



     
Section 5.05 Administration and
Interpretation. The Vice
President-Human Resources and the Group Vice President and Chief
Financial Officer 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 by it 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 by it 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 6 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 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 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.



     
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.








 



     
7.06 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.




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, the Vice Chairman, the President, 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 participants 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:
    





	 	 	 	 	 	 	 	 	 	 
			
			Applicable Percentage	
			
	
			Contributory			Contributory	
			Service			Service	
	Status at Retirement		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 participants 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 by reason 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 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.