Benefit Equalization Plan - Ford Motor Co.

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.



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     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 3.0l 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 l984 by the
               Company and an eligible employee who retires before July l, l985.

          (iii) The agreement once entered is irrevocable.



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          (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



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               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  l,  l985.  

          (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  



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               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.



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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, 



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               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.