FORD MOTOR COMPANY BENEFIT EQUALIZATION PLAN

(as amended as of December 18, 2000)

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 4l5 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 "S-SIP" 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.

(c) 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.

(d) As an alternative to the GRP Periodic Equalization Benefit, the Company and an employee eligible for the Periodic GRP Equalization Benefit under this Section 3.0l 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 l 984 by the Company and an eligible employee who retires before July l, l 985.

(iii) The agreement once entered is irrevocable.

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