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Sample Business Contracts

Select Retirement Plan - Ford Motor Co.

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                             SELECT RETIREMENT PLAN

                         Amended through January 1, 2000

     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

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                                       2

               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

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                                       3

               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

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                                       4

               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.

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                                       5

     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.

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                                       6

     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.

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                                       7

     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.


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                                       8

     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.