Executive Separation Allowance Plan - Ford Motor Co.


FORD MOTOR COMPANY

Executive Separation Allowance Plan

(As amended through December 18, 2000 for Separations on or after 
January 1, 1981)

Section 1. Introductory.  This Plan has been established for the purpose of
providing  Leadership  Level One or Two Employees  with an Executive 
Separation Allowance  in the event of their  separation  from  
employment  with the Company under certain circumstances.  The Plan 
is an expression of the Company's present policy with respect to 
separation  allowances  for  Leadership  Level One or Two Employees 
who meet the  eligibility  requirements  set forth below;  it is not a
part of any  contract of  employment  and no employee or other person 
shall have any legal or other  right to any  Executive  Separation  
Allowance.  The Company reserves the right to terminate,  amend or 
modify the Plan, in whole or in part, at any time without notice.

Section 2.  Eligibility.  Each Leadership  Level One or Two Employee 
who is being separated from employment with the approval of the 
Company and who

(1)  has at least five years'  service at the  Leadership  Level One or Two
level, or its equivalent;

(2)  has at least ten years of  contributory  membership  under the General
Retirement Plan;

(3)  is at least 55 years of age; and

(4)  has applied for early retirement at the employee's option

shall be  eligible  to receive an  Executive  Separation  Allowance as 
provided herein.  The Eligible Surviving Spouse of a Leadership Level 
One or Two Employee who (i) has not  separated  from  employment  
with the  Company,  (ii) meets the eligibility  conditions set forth 
in subsections (1) through (3) of this Section 2, and (iii) dies on or 
after  January 1, 1981 shall be  eligible to receive the Executive  
Separation Allowance that the Eligible Surviving Spouse of a deceased
employee would have been eligible to receive if such employee had 
separated from employment  with the  approval  of the  Company  and  
retired on the date of the employee's death.

The eligibility  conditions set forth in subsections (1) and (2) of 
Section 2 may be waived by the Chairman of the Board or the President 
except in the case of a Leadership  Level One or Two Employee who has 
not separated from employment with the Company.



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     Section 3. Calculation of Amount.

     A. Base Monthly Salary. For purposes of the Plan, the "Base Monthly Salary"
of a  Leadership  Level One or Two  Employee  shall be the highest  monthly base
salary  rate of such  employee  during  the  employee's  12  months  of  service
immediately  preceding  separation from  employment  with the Company,  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  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  shall  not  include   supplemental
compensation or any other kind of extra or additional compensation.

     B. Amount of Executive Separation  Allowance.  Subject to any limitation in
other  provisions  of the  Plan,  the  gross  monthly  amount  of the  Executive
Separation  Allowance of an Eligible  Leadership Level One or Two Employee under
Section 2 above shall be such  employee's  Base Monthly  Salary  multiplied by a
percentage,  not to exceed 60%, equal to the sum of (i) 15%, (ii) five tenths of
one percent (.5%) for each month (or fraction  thereof) that such employee's age
at separation  exceeds 55, not to exceed  thirty  percent  (30%),  and (iii) one
percent (1%) for each year of such employee's  service in excess of 15, prorated
for fractions of a year.

     The gross  amount for any month  shall be reduced by any  payments  paid or
payable for such month to the Eligible Leadership Level One or Two Employee, the
employee's surviving spouse,  contingent  annuitant,  or other beneficiary under
the General Retirement Plan or any other private retirement plan, other than the
Supplemental Executive Retirement Plan, to which the Company or its subsidiaries
shall have contributed.

     Section 4. Payments.  Executive Separation  Allowance payments,  in the net
amount  determined in accordance  with Section 3B above,  shall be made monthly.
Payments to an Eligible  Leadership Level One or Two Employee shall cease at the
end of the month in which such employee attains age 65 or dies, whichever occurs
first. In the event of death of an Eligible Leadership Level One or Two Employee
prior to such  employee  attaining  age 65, or in the event of death on or after
January  1,  1981 of a  Leadership  Level  One or Two  Employee  whose  Eligible
Surviving  Spouse meets the  eligibility  conditions  set forth in Section 2 for
payments hereunder, payments shall be made to such employee's Eligible Surviving
Spouse, if any, until the death of such spouse or, if earlier,  until the end of
the month in which the Leadership  Level One or Two Employee would have attained
age 65.

     Anything herein contained to the contrary notwithstanding, the right of any
Eligible  Leadership  Level One or Two  Employee  to receive an  installment  of
Executive  Separation  Allowance  hereunder  for any month shall accrue only if,
during the entire period from the date of such employee's  separation to the end
of such  month,  such  employee  shall  have  earned  out  such  installment  by
refraining  from  engaging in any  activity  that is directly or  



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indirectly in  competition  with any activity of the Company or any Subsidiary
or Affiliate thereof.

     In the  event  of an  Eligible  Leadership  Level  One  or  Two  Employee's
nonfulfillment  of  the  condition  set  forth  in  the  immediately   preceding
paragraph,  no further  installment  shall be paid to such  employee;  provided,
however,  that the  nonfulfillment  of such  condition  may at any time (whether
before,  at  the  time  of  or  subsequent  to  termination  of  the  employee's
employment) be waived in the following manner:

     (1) with  respect  to any such  employee  who at any time shall have been a
member  of  the  Board  of  Directors,  a Vice  President,  the  Treasurer,  the
Controller  or the  Secretary of the Company,  such waiver may be granted by the
Compensation  and  Option  Committee  upon  its  determination  that in its sole
judgment  there  shall  have not 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 employee,  such waiver may be granted by
the Annual Incentive  Compensation  Committee (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,  Executive
Separation Allowance 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 the  employee's  employment)  acted in a manner
inimical to the best interests of the Company.  Any such determination  shall be
made by (i) the Compensation and Option Committee with respect to any Leadership
Level  One  Employee  who at any time  shall  have been a member of the Board of
Directors,  an Executive Vice President,  a Vice President,  the Treasurer,  the
Controller  or the  Secretary  of the  Company,  and (ii) the  Annual  Incentive
Compensation  Committee  with respect to any other  Leadership  Level One or Two
Employee,  and  shall  apply  to any  amounts  payable  after  the  date  of the
applicable  Committee's  action hereunder,  regardless of whether the person has
commenced receiving Executive  Separation  Allowance.  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 four immediately  preceding paragraphs of this Section 4 and shall not be
subject to any determination under this paragraph.

     Any Executive Separation Allowance payments resumed after reemployment with
the Company  under  Section 6A or  employment  with a Subsidiary  of the Company
under  Section 6B shall be paid on the basis of the  percentage  of Base Monthly
Salary applicable at the time of the initial determination under Section 3B.

     Section 5. Deductions. The Company may deduct from any payment of Executive
Separation  Allowance  to an Eligible  Leadership  Level 1 or 2 Employee or such
employee's  



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Eligible  Surviving  Spouse all  amounts  owing to it by such  employee  for any
reason, and all taxes required by law or government regulation to be deducted or
withheld.

     Section 6A. Person Reemployed by the Company.  In the event an employee who
shall have been separated from employment  with the Company under  circumstances
that would  make the  employee  eligible  to  receive  an  Executive  Separation
Allowance  shall be  reemployed  by the Company  before the employee  shall have
received  payment  of the full  amount of the  employee's  Executive  Separation
Allowance,   no  further   allowance   shall  be  paid  during  such  period  of
reemployment.

     Section 6B. Person  Employed by a Subsidiary.  In the event an employee who
shall have been separated from employment  with the Company under  circumstances
that would  make the  employee  eligible  to  receive  an  Executive  Separation
Allowance  shall be employed by a Subsidiary of the Company  before the employee
shall have  received  payment  of the full  amount of the  employee's  Executive
Separation  Allowance,  no further allowance shall be paid during such period of
employment.

     Section 7. Definitions. As used in the Plan, the following terms shall have
the following meanings, respectively:

     "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.

     "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.

     "Eligible  Leadership  Level One or Two  Employee"  shall mean a Leadership
     Level One or Two Employee who meets the  eligibility  criteria set forth in
     Section 2, or for periods prior to January 1, 2000, shall mean an Executive
     Roll Employee who meets the eligibility criteria set forth in Section 2.

     "Eligible  Surviving Spouse" shall mean a spouse to whom a Leadership Level
     One or Two  Employee  has been married at least one year at the date of the
     employee's death.

     "Leadership  Level  One or Two  Employee"  shall  mean an  employee  of the
     Company  (but  for  periods  prior to July 1,  1996,  excluding  a  Company
     employee  who is an employee of Jaguar Cars, a division of the Company) who
     is assigned to the Leadership Level One or Two, or its equivalent,  as such
     term is defined in the  Employee  Relations  Administration  Manual as from
     time to time constituted.



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     "Service"  shall mean an eligible  employee's  years of service  (including
     fractions of years) used in determining eligibility for an early retirement
     benefit under the Ford Motor Company General Retirement Plan.

     "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.

     Section 8.  Administration  and  Interpretation.  Except as the  committees
specified  in  Section 4 and the  Chairman  of the Board and the  President  are
authorized to administer  the Plan in certain  respects,  the  Vice-President  -
Human  Resources 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
executive  separation  allowance  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.

     Section 9.  Visteon  Corporation.  The  following  shall be  applicable  to
employees of Ford who were  transferred  to Visteon  Corporaton 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 sevice as of July 1, 2000. A Group I or Group II Employee shall retain
     eligibility to receive an Executive  Separation Allowance and shall receive
     such  benefits as are  applicable  under the terms of the Plan in effect on
     the retirement date, based on meeting the minimum Leadership Level required
     for eligibility for such benefits as of July 1, 2000, service as of July 1,
     2000, and the Base Monthly Salary as of the retirement date.



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     (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 Executive  Separation Allowance payable to Group III Employees who were
     otherwise  eligible hereunder with respect to service prior to July 1, 2000
     on or after July 1, 2000.