Registration No. 333-_________
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                           ---------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      Under

                           THE SECURITIES ACT OF 1933

                               ------------------

                               VISTEON CORPORATION
             (Exact name of registrant as specified in its charter)

                    Delaware                                   38-3519512
        (State or other jurisdiction of                     (I.R.S. Employer
         incorporation or organization)                    Identification No.)

              5500 Auto Club Drive
               Dearborn, Michigan                                 48126
    (Address of principal executive offices)                   (Zip Code)

               The Visteon Investment Plan for Salaried Employees
                            (Full title of the plan)

                                  Stacy L. Fox
              Senior Vice President, General Counsel and Secretary
                               Visteon Corporation
                              5500 Auto Club Drive
                            Dearborn, Michigan 48126
                                  (800) VISTEON
                 (Name, address and telephone number, including
                        area code, of agent for service)

                           --------------------------

                         CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------
                                  Proposed        Proposed 
  Title of                         Maximum        Maximum 
Securities to    Amount to be   Offering Price    Aggregate        Amount of
be Registered    Registered(1)    Per Share     Offering Price  Registration Fee
--------------------------------------------------------------------------------
Common Stock,      5,000,000
$1.00 par value     shares       $16.0625(2)    $80,312,500(2)     $21,202.50
--------------------------------------------------------------------------------
(1) Plus an  indeterminate  number of shares  which may be issued as a result of
anti-dilution provisions contained in the Plan.

(2) Based on the  market  price of the Common  Stock of the  Company on June 14,
2000, in accordance with Rules 457(c) and (h) under the Securities Act of 1933.

In addition,  pursuant to Rule 416(c)  under the  Securities  Act of 1933,  this
Registration Statement covers an indeterminate amount of interests to be offered
or sold pursuant to the Plan described herein.

                        ---------------------------------

<PAGE>

                                     PART I


              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


          The document or documents containing the information specified in Part
I are not  required  to be filed with the  Securities  and  Exchange  Commission
("Commission") as part of this Form S-8 Registration Statement.


                                     PART II


               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.   Incorporation of Documents by Reference.
          ---------------------------------------

          The following  documents filed by Visteon  Corporation (the "Company")
and the Visteon  Investment  Plan for Salaried  Employees  (the "Plan") with the
Commission are incorporated herein by reference:

          (a) The latest prospectus of the Company filed pursuant to Rule 424(b)
under  the  Securities  Act of 1933,  as  amended  (File No.  333-38388),  which
includes audited financial statements for the year ended December 31, 1999.

          (b) The  description  of the  Company's  Common Stock set forth in the
Company's Registration Statement on Form 8-A (File No. 001-15827), dated June 2,
2000,  filed  with the  Commission  pursuant  to  Section  12 of the  Securities
Exchange Act of 1934, as amended (the  "Exchange  Act"),  and any  amendments or
reports filed for the purpose of updating such description.

          All documents  subsequently filed by the Company and the Plan pursuant
to Sections  13(a),  13(c),  14 and 15(d) of the  Exchange Act after the date of
filing of this  Registration  Statement  and  prior to such time as the  Company
files a post-effective  amendment to this Registration Statement which indicates
that all  securities  offered  hereby  have been sold or which  deregisters  all
securities then remaining unsold shall be deemed to be incorporated by reference
in this  Registration  Statement and to be a part hereof from the date of filing
of such documents.

Item 4.   Description of Securities.
          -------------------------

          Not applicable.

Item 5.   Interests of Named Experts and Counsel.
          --------------------------------------

          Stacy L. Fox, who is the Company's  Senior Vice  President,  Secretary
and General Counsel, will give an opinion about the validity of the Common Stock
being  registered.  Ms. Fox does not own any Common Stock as of the date of this
Registration  Statement,  but is  likely to own  Common  Stock  and  options  to
purchase  shares of Common Stock at or shortly  after such time as the Company's
parent distributes the Common Stock to its stockholders.


                                      -2-

<PAGE>

Item 6.   Indemnification of Directors and Officers.
          -----------------------------------------

General Corporate Law
          The Company is  incorporated  under the laws of the State of Delaware.
Section  145  ("Section  145") of the  General  Corporation  Law of the State of
Delaware,  as the  same  exists  or  may  hereafter  be  amended  (the  "General
Corporation  Law"),  inter  alia,  provides  that  a  Delaware  corporation  may
indemnify any persons who were, are or are threatened to be made, parties to any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative or investigative (other than action by or in the right
of such  corporation),  by  reason  of the fact  that  such  person is or was an
officer, director,  employee or agent of such corporation,  or is or was serving
at the request of such corporation as a director,  officer, employee or agent of
another corporation or enterprise. The indemnity may include expenses (including
attorneys' fees),  judgments,  fines and amounts paid in settlement actually and
reasonably  incurred  by such person in  connection  with such  action,  suit or
proceeding,  provided  such person acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the Company's best interests and,
with respect to any criminal  action or proceeding,  had no reasonable  cause to
believe that his conduct was illegal.  A Delaware  corporation may indemnify any
persons  who are,  were or  threatened  to be made,  a party to any  threatened,
pending or  completed  action or suit by or in the right of the  corporation  by
reason of the fact that such person was a director,  officer,  employee or agent
of such corporation, or is or was serving at the request of such corporation, as
a director, officer, employee or agent of another corporation or enterprise. The
indemnity  may  include  expenses  (including   attorneys'  fees)  actually  and
reasonably  incurred by such person in connection with the defense or settlement
of such action or suit, provided such person acted in good faith and in a manner
he or she reasonably  believed to be in or not opposed to the corporation's best
interests,  provided  that no  indemnification  is  permitted  without  judicial
approval if the officer, director, employee or agent is adjudged to be liable to
the corporation.  Where an officer, director, employee or agent is successful on
the merits or  otherwise  in the defense of any action  referred  to above,  the
corporation must indemnify him or her against the expenses which such officer or
director has actually and reasonably occurred.

          Section 145 further  authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director,  officer, employee or agent of another corporation or enterprise,
against any liability  asserted against him or her and incurred by him or her in
any such capacity,  arising out of his or her status as such, whether or not the
corporation would otherwise have the power to indemnify him or her under Section
145.

Certificate of Incorporation
          The Company's Restated Certificate of Incorporation and Bylaws provide
for  the  indemnification  of  directors  and  officers  to the  fullest  extent
permitted by the General Corporation Law.

          All of the  Company's  directors  and  officers  will  be  covered  by
insurance  policies  maintained by the Company against  certain  liabilities for
actions  taken in their  capacities  as such,  including  liabilities  under the
Securities Act of 1933, as amended.

Item 7.   Exemption from Registration Claimed.
          -----------------------------------

          Not Applicable.


                                      -3-

<PAGE>

Item 8.   Exhibits.
          --------

          The  following  exhibits  have  been  filed  (except  where  otherwise
indicated) as part of this Registration Statement:

       Exhibit No.                  Exhibit
       ----------                   -------

          (4)       The Visteon Investment Plan for Salaried Employees

          (5A)      Opinion of Stacy L. Fox,  Senior Vice  President,  Secretary
                    and General Counsel of Visteon Corporation,  with respect to
                    the legality of the securities being registered hereunder.

          (5B)      The  Company  hereby  undertakes  to submit the Plan and any
                    amendments  thereto to the Internal  Revenue Service ("IRS")
                    in a timely manner and will make all changes required by the
                    IRS in order to qualify the Plan.

          (23)      Consent of PricewaterhouseCoopers LLP

          (24)      Power  of  Attorney   relating  to   subsequent   amendments
                    (included  on  the  signature  page  to  this   Registration
                    Statement)

Item 9.   Undertakings.
          ------------

          (a)  The undersigned Registrant hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
made, a post-effective  amendment to this Registration  Statement to include any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  the  Registration  Statement  or  any  material  change  to  such
information in the Registration Statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration  statement relating to the securities offered herein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

          (b) The undersigned Registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

          (c)  Insofar as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such


                                      -4-

<PAGE>

liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.



                                      -5-

<PAGE>

                                   SIGNATURES

          The Registrant.  Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Dearborn,  and State of Michigan,  on this 16th
day of June, 2000.


                                        VISTEON CORPORATION



                                        By:/s/ Peter J. Pestillo
                                           ------------------------------------
                                          Peter J. Pestillo
                                          Chairman of the Board, Chief Executive
                                            Officer and President

                                POWER OF ATTORNEY

          Pursuant  to the  requirements  of the  Securities  Act of 1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated. Each person whose signature appears below
constitutes  and appoints  Peter J.  Pestillo and Stacy L. Fox, and each of them
individually,  his or her true and lawful  attorney-in-fact and agent, with full
power of  substitution  and  revocation,  for him or her and in his or her name,
place  and  stead,  in any and all  capacities,  to sign any and all  amendments
(including post-effective amendments) to this Registration Statement and to file
the  same,  with  all  exhibits  thereto,  and  other  documents  in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
connection therewith, as fully to all intents and purposes as he or she might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact  and agents, or either of them, may lawfully do or cause to be
done by virtue hereof.


                                      S-1

<PAGE>

    Signature                    Title                              Date
    ---------                    -----                              ----

                             Chairman of the Board, Chief              
/s/ Peter J. Pestillo        Executive Officer, President and            
---------------------------  Director (Principal Executive
Peter J. Pestillo            Officer)                             June 16, 2000


/s/ Daniel R. Coulson        Executive Vice President and Chief 
---------------------------  Financial Officer (Principal          
Daniel R. Coulson            Financial and Accounting Officer)    June 16, 2000


/s/ W. Wayne Booker
---------------------------
W. Wayne Booker              Director                             June 16, 2000


/s/ John M. Rintamaki
---------------------------
John M. Rintamaki            Director                             June 16, 2000


/s/ Henry D.G. Wallace
---------------------------
Henry D.G. Wallace           Director                             June 16, 2000



                                      S-2


<PAGE>

          The Plan.  Pursuant to the requirements of the Securities Act of 1933,
the Plan has duly caused this Registration  Statement to be signed on its behalf
by the  undersigned,  thereunto duly  authorized,  in the City of Dearborn,  and
State of Michigan, on this 16th day of June, 2000.

                                        The Visteon Investment Plan for 
                                        Salaried Employees


                                        /s/ Daniel R. Coulson
                                        ---------------------------------------
                                        Daniel R. Coulson


                                        /s/ Robert H. Marcin
                                        ---------------------------------------
                                        Robert H. Marcin


                                        /s/ Stacy L. Fox
                                        ---------------------------------------
                                        Stacy L. Fox


                                        Visteon Investment Plan Committee



                                      S-3


<PAGE>

                                  EXHIBIT INDEX


                 VISTEON INVESTMENT PLAN FOR SALARIED EMPLOYEES


       Exhibit No.                  Exhibit
       -----------                  -------

          (4)       The Visteon Investment Plan for Salaried Employees

          (5A)      Opinion of Stacy L. Fox,  Senior Vice  President,  Secretary
                    and General Counsel of Visteon Corporation,  with respect to
                    the legality of the securities being registered hereunder.

          (5B)      The  Company  hereby  undertakes  to submit the Plan and any
                    amendments  thereto to the Internal  Revenue Service ("IRS")
                    in a timely manner and will make all changes required by the
                    IRS in order to qualify the Plan.

          (23)      Consent of PricewaterhouseCoopers LLP

          (24)      Power  of  Attorney   relating  to   subsequent   amendments
                    (included  on  the  signature  page  to  this   Registration
                    Statement)







                             VISTEON INVESTMENT PLAN

                            (Effective July 1, 2000)



<PAGE>
                             VISTEON INVESTMENT PLAN

                                Table of Contents

                                                                            Page

ARTICLE I. PURPOSE AND EFFECTIVE DATE OF PLAN..................................1

ARTICLE II. DEFINITIONS AND CONSTRUCTION.......................................2
   Section 2.01. Definitions...................................................2
   Section 2.02. Construction and Applicable Law...............................6

ARTICLE III. PARTICIPATION AND VESTING.........................................7
   Section 3.01. Participation.................................................7
   Section 3.02. Vesting Service...............................................7
   Section 3.03. Transfers of Employment.......................................7
   Section 3.04. Status of Leased Employees....................................8
   Section 3.05. Rollover Contributions........................................8
   Section 3.06. Maximum Annual Additions......................................8

ARTICLE IV. PRE-TAX AND AFTER-TAX CONTRIBUTIONS...............................10
   Section 4.01. Election to Participate......................................10
   Section 4.02. Amount of Participant's Contributions........................10
   Section 4.03. Employer Matching Contributions..............................11
   Section 4.04. Section 402(g) Limit on Pre-Tax Contributions................11
   Section 4.05. Payment of Contributions  to Trustee.........................13
   Section 4.06. Average Deferral Percentage Test.............................13
   Section 4.07. Average Contribution Percentage Test.........................14

ARTICLE V. INVESTMENT AND PARTICIPANT ACCOUNTS................................17
   Section 5.01. Participant Accounts.........................................17
   Section 5.02. Establishment of Investment Funds............................17
   Section 5.03. Investment of Contributions..................................17
   Section 5.04. Valuation of Accounts........................................18
   Section 5.05. Participant Investment Election .............................19
   Section
 5.06. Special Rules Applicable to the Visteon Stock Fund...........20

ARTICLE VI. VESTING AND DISTRIBUTION OF ACCOUNTS UPON TERMINATION
              OF EMPLOYMENT...................................................22
   Section 6.01. Vesting......................................................22
   Section 6.02. Forfeiture of Non-vested Amounts.............................22
   Section 6.03. Time and Form of Distributions...............................22
   Section 6.04. Required Distribution Dates..................................24


                                       i

<PAGE>
                                                                            Page
                                                                            ----

   Section 6.05. Death Benefit Distribution...................................24
   Section 6.06. Participation After Termination of Employment................25
   Section 6.07. Distribution Notice..........................................25
   Section 6.08. Compliance with Code Section 401(a)(9).......................25
   Section 6.09. Direct Rollovers.............................................25

ARTICLE VII. WITHDRAWALS DURING EMPLOYMENT AND LOANS..........................27
   Section 7.01. Withdrawals of After-Tax Contributions.......................27
   Section 7.02. Hardship Withdrawal of Pre-Tax Contributions.................27
   Section 7.03. Withdrawal of Matching Contributions.........................28
   Section 7.04. Withdrawals After Attainment of Age 59 1/2...................29
   Section 7.05. Loans to Participants........................................29

ARTICLE VIII. PLAN ADMINISTRATION.............................................31
   Section 8.01. Employee Benefits Administrative Committee...................31
   Section 8.02. Employee Benefits Investment Committee.......................31
   Section 8.03. Organization and Procedure...................................32
   Section 8.04. Delegation of Authority and Responsibility...................32
   Section 8.05. Use of Professional Services.................................32
   Section 8.06. Fees and Expenses............................................32
   Section 8.07. Claims Procedure.............................................33
   Section 8.08. Communications...............................................33

ARTICLE IX. TRUSTEE AND TRUST AGREEMENT.......................................34
   Section 9.01. Appointment..................................................34
   Section 9.02. Fees and Expenses............................................34
   Section 9.03. Exclusive Benefit............................................34

ARTICLE X. AMENDMENTS AND TERMINATION.........................................35
   Section 10.01. Amendments and Termination..................................35

ARTICLE XI. MISCELLANEOUS  36
   Section 11.01. Non-Guarantee of Employment.................................36
   Section 11.02. Rights to Trust Assets......................................36
   Section 11.03. Non-Recommendation of Investment............................36
   Section 11.04. Indemnification of Committees...............................36
   Section 11.05. Non-Alienation..............................................36
   Section 11.06. Facilitation of Payment.....................................37
   Section 11.07. Board Action................................................37
   Section 11.08. Transfers from Other Qualified Plans........................37
   Section 11.09. Mergers, Consolidations and Transfers of Plan Assets........38
   Section 11.10. Fiduciaries.................................................38
   Section 11.11. Top-Heavy Restrictions......................................38
   Section 11.12. USERRA......................................................40


<PAGE>
                             VISTEON INVESTMENT PLAN


                 ARTICLE I. PURPOSE AND EFFECTIVE DATE OF PLAN
                 ---------------------------------------------

          The Plan,  established  effective July 1, 2000, is intended to satisfy
the  requirements  of Section 401(a) of the Internal  Revenue Code applicable to
qualified  plans.  Amounts  invested in the Visteon  Stock Fund are  intended to
constitute  part of an  employee  stock  ownership  plan  within the  meaning of
Section  4975(e)(7) of the Internal  Revenue Code. The purpose of the Plan is to
provide   retirement   benefits  to  eligible   Participants  and  to  stimulate
Participant savings for financial security.


<PAGE>

                    ARTICLE II. DEFINITIONS AND CONSTRUCTION
                    ----------------------------------------

          Section  2.01.  Definitions.  For  purposes  of the Plan,  unless  the
context clearly or necessarily  indicates the contrary,  the following words and
phrases shall have the meaning set forth in the definitions below:

          (a) "Account" shall mean the  book-keeping  accounts under the Plan to
be maintained for each Participant as provided in Section 5.01.

          (b)  "Administrative  Committee"  shall mean the  committee  appointed
pursuant to Section 8.01.

          (c) "After-Tax  Contributions" shall mean amounts contributed by or at
the direction of a Participant as an after-tax  contribution  in accordance with
Article IV.

          (d)  "Beneficiary"  shall  mean the  person,  trust  or  other  entity
designated  by a  Participant  in  accordance  with  rules  promulgated  by  the
Administrative  Committee to receive benefits accumulated hereunder in the event
of the Participant's death. In the event a Participant is married at the time of
his  death,  the  Beneficiary  shall be the  Participant's  spouse at such time,
unless the  Participant  is survived by a Beneficiary  designated as such in the
manner described above and either (i) the Participant's  spouse has consented in
writing  to the  designation  of  such  Beneficiary,  with  such  consent  being
witnessed by a notary public,  or (ii) the Participant  has  demonstrated to the
Administrative  Committee that he has no spouse, his spouse cannot be located or
he is excused because of other  circumstances  recognized under the Code. In the
event a Participant  is not married at the time of his death and there is not in
effect a valid  designation of  Beneficiary,  the person or persons  entitled to
receive benefits with respect to the Participant's  coverage under the Company's
group  term  life  insurance  plan  (if  coverage  is in  effect)  shall  be the
Participant's  Beneficiary.  In any  other  case  where the  Participant  is not
survived  by  either a spouse or a  designated  Beneficiary,  the  Participant's
estate shall be the Beneficiary.

          (e) "Board" shall mean the Board of Directors of the Company.

          (f) "Code"  shall mean the Internal  Revenue Code of 1986,  as amended
and in effect from time to time,  and the rulings  and  regulations  promulgated
thereunder.

          (g)  "Committees"  shall  mean the  Administrative  Committee  and the
Investment Committee.

          (h) "Company" shall mean Visteon Corporation.

          (i) "Compensation" shall mean a Participant's base salary or wages for
services performed for the Employer as an Employee,  excluding bonuses, overtime
pay, and shift premium, all expense reimbursements or allowances, severance pay,
contributions by the Employer to or benefits received from or under this Plan or
any other  employee  benefit  plan,  but before any  elective  salary  reduction
contributions  under any plan or  arrangement  described


                                       2

<PAGE>

in Code Section 125 or 401(k)  maintained  by the Employer.  The maximum  annual
Compensation  taken into account for any Plan Year for any Participant shall not
exceed  $150,000  or such  higher  amount  permitted  pursuant  to Code  Section
401(a)(17).  In the event of a short Plan Year,  the annual  compensation  limit
will be an  amount  equal to the  applicable  annual  compensation  limit (as in
effect on January 1 of the year in which the short Plan Year begins)  multiplied
by a fraction,  the numerator of which is the number of months in the short Plan
Year,  and the  denominator  of which is 12. For  purposes of Sections  4.02 and
4.03,  only  Compensation  received from the  Participating  Employers  shall be
considered.

          (j)  "Employee"   shall  mean  any  person  who  is  classified  by  a
Participating Employer as a common law employee for employment tax purposes, who
is on a corporate  payroll as such, and who is not in a bargaining  unit covered
by a collective bargaining agreement (unless such agreement  specifically refers
to the applicability of this Plan to such unit). An individual who, by reason of
Code Section  414(n),  is deemed to be an employee  for certain  purposes of the
Code,  shall not be  considered  an  Employee  for  purposes  of this  Plan.  An
individual who is classified as an "independent contractor" or "leased employee"
is not  eligible to  participate  in the Plan even if such  individual  is later
determined to be a common law employee;  in the event a person who is classified
as an "independent contractor" or "leased employee" is subsequently reclassified
as a common law employee,  such  reclassification  will for purposes of the Plan
apply on a  prospective  basis  only  from  the  date of such  reclassification,
regardless of the effective date of the reclassification for any other purpose.

          (k) "Employer"  shall mean,  collectively,  the Company and each other
corporation,  trade or business  that together with the Company is a member of a
controlled group of  corporations,  a group of trades or businesses under common
control,  or an  affiliated  service  group  (within the meaning of Code Section
414(b) or (c)) that includes the Company.

          (l) "Employment  Commencement Date" shall mean the first day for which
an Employee is credited with an Hour of Service.

          (m) "ERISA" shall mean the Employee  Retirement Income Security Act of
1974,  as  amended  and in  effect  from  time  to  time,  and the  rulings  and
regulations promulgated thereunder.

          (n) "Highly  Compensated  Employee"  shall mean, for any Plan Year, an
employee of an Employer who satisfies either of the following conditions:

               (i)  The   employee  was  at  any  time  during  the  current  or
                    immediately  preceding  Plan Year a five  percent (5%) owner
                    within the meaning of Code Section 414(q)(2); or

               (ii) During the  immediately  preceding  Plan Year,  the employee
                    received   Compensation  from  the  Employer  that,  in  the
                    aggregate,  exceeds  $80,000 as indexed in  accordance  with
                    Code  Sections   414(q)(1)  and  415(d)  for  cost-of-living
                    adjustments,  and the  employee  is among the  highest  paid
                    twenty  percent (20%) of all


                                       3

<PAGE>

                    employees of the Employer.  For this purpose,  employees who
                    have not completed six (6) months of service,  employees who
                    normally  do not work  more  than six  months  in any  year,
                    employees  who normally work fewer than 17.5 hours per week,
                    employees  who have not attained age  twenty-one  (21),  and
                    non-resident  aliens  who  receive  no  earned  income  from
                    sources  within  the  United   States,   are  excluded  from
                    consideration.

          The  determination of an individual's  status as a Highly  Compensated
Employee  shall  be  made  in  accordance  with  Code  Section  414(q)  and  the
regulations thereunder.  The determination of an individual's status as a Highly
Compensated  Employee shall be made by considering all corporations or trades or
business that  constitute a controlled  group of corporations or group of trades
or businesses  under common control or an affiliated  service group,  within the
meaning  of  Section  414(b),  (c) or (m) of the  Code,  as a  single  employer.
Accordingly,  in the  event  that  not all of the  Participating  Employers  are
members  of the same  controlled  group of  corporations,  group  of  trades  of
businesses under common control or affiliated  service group, the  determination
of Highly  Compensated  Employee status shall be made separately with respect to
each such group, and the Compensation received by an employee from the Employers
of that group.

          (o) "Hour of Service" shall mean each hour for which a Participant has
been  directly  or  indirectly   compensated   or  paid,  or  entitled  to  such
compensation  or other payment,  by an Employer for performance of work (whether
as an  Employee  or in  any  other  capacity)  or for  reasons  other  than  the
performance of work, such as vacation,  holiday, illness,  incapacity (including
disability),  lay off, jury duty and authorized leaves of absence, including any
hour for which back pay is awarded;  provided,  however, that no credit shall be
given in excess of 501 hours during any single continuous period during which no
work is performed  nor for any hour as to which a payment is made or due for the
sole purpose of complying with applicable workers'  compensation or unemployment
compensation or disability  insurance  laws;  provided  further,  that each hour
shall  count only once in  determining  a  Participant's  Hours of Service  even
though he may receive more than straight time pay for such hour. A Participant's
Hours of Service  shall be  determined  by the  Administrative  Committee on the
basis of actual  hours  worked,  and Hours of Service  credited  with respect to
periods in which no work was performed shall be determined with reference to the
Participant's  straight time rate of pay and allocated to the Plan Year in which
such  hours  occur  in  accordance  with  Department  of Labor  Regulations  ss.
2530.200b-2(b) and (c), which are incorporated  herein by this reference.  Hours
of Service  shall also include the  straight-time  hours for which a Participant
would  otherwise  have  been  compensated  while he is  absent  from work due to
entering the Armed Forces of the United  States of America or any state  thereof
under circumstances  entitling him to veteran's  reemployment rights pursuant to
federal  statute,  provided the  Participant  returns to active service with the
Employer  within  the  applicable  time  limits  and under the other  conditions
prescribed  by such statute for his exercise of such  reemployment  rights.  The
Administrative  Committee's  determination,  to the extent  consistent  with the
terms  hereof  and ERISA  requirements,  shall be final and  conclusive  for all
purposes hereof.


                                       4

<PAGE>

          (p) "Investment Committee" shall mean the committee appointed pursuant
to Section 8.02.

          (q) "Investment  Fund" shall mean an unsegregated  fund established at
the direction of the Investment Committee and invested in securities,  insurance
contracts  or other  property  of such type and general  characteristics  as the
Investment Committee shall determine.

          (r) "Matching  Contributions" shall mean the contributions made by the
Participating Employers in accordance with Section 4.03.

          (s)  "Participant"  shall  mean  an  Employee  who has  satisfied  the
requirements  of Section 3.01. An individual who has become a Participant  shall
continue as a Participant until all of his Account has been distributed pursuant
to the Plan.

          (t)  "Participating  Employer" shall mean an Employer that has adopted
the Plan with the consent of the Company.

          (u)  "Period of  Severance"  shall  mean the  period of time  elapsing
between  an  individual's  Severance  Date and the  date,  if any,  on which the
individual is next credited with an Hour of Service.

          (v) "Plan" shall mean the Visteon  Investment Plan as set forth herein
and from time to time amended.

          (w) "Plan  Year" shall mean the period  beginning  on July 1, 2000 and
ending on December 31, 2000 and  thereafter,  the 12-month  period  beginning on
January 1 of one year and ending December 31 of the same year.

          (x) "Pre-tax  Contributions"  shall mean amounts contributed under the
Plan by or at the  direction  of a  Participant  as a  pre-tax  contribution  in
accordance with Article IV.

          (y)  "Severance  Date" shall mean the earlier to occur of (i) the date
during the Participant's  service with the Employer on which he quits,  retires,
is terminated or dies,  whichever occurs first, or (ii) the first anniversary of
the date on which the  Participant  commences a continuous  absence from service
with the  Employers  for any other  reason  such as  military  service,  layoff,
vacation, authorized leave of absence, etc.; provided, however, that in the case
of a  Participant  who is absent from service with the Employer as a consequence
of his performing  military  service in the Armed Forces of the United States of
America or of any state thereof under  circumstances  entitling him to veterans'
reemployment  rights pursuant to federal statute,  the first  anniversary of the
commencement  of such military  service absence shall not constitute a Severance
Date  hereunder if, but only if, he returns to service with the Employer  within
the  applicable  time limit and under the other  conditions  prescribed  by such
statute for his exercise of such reemployment rights; provided further that, for
purposes of this subsection,  an "authorized  leave of absence" means an absence
from active  service with the Employer  which it authorizes  pursuant to uniform
rules  consistently  applied in like  circumstances  for its  personnel  who are
similarly situated.


                                       5

<PAGE>

          (z) "Total and  Permanent  Disability"  shall mean a bodily  injury or
disease which, in the judgment of the Administrative Committee,  wholly disables
a Participant and will permanently, continuously and wholly prevent him for life
from  engaging  in his  occupation  or  employment  for wage or  profit  with an
Employer.

          (aa) "Trust"  shall mean the trust  agreement  executed by and between
the Company and a trustee to hold the assets of the Plan.

          (bb) "Trustee" shall mean the trustee of the Trust.

          (cc) "Valuation  Date" shall mean every regular  business day on which
the New York Stock Exchange is open for business.

          (dd) "Vesting Service" shall mean the period of an Employee's  service
with the Employer which is considered in determining his nonforfeitable right to
Matching Contributions hereunder, as determined pursuant to Article III.

          Section 2.02. Construction and Applicable Law.
          ---------------------------------------------

          (a) Construction. Wherever any words are used herein in the masculine,
they shall be  construed  as though they were used in the  feminine in all cases
where  they  would so apply;  and  wherever  any  words  are used  herein in the
singular or the plural,  they shall be construed as though they were used in the
plural or the  singular,  as the case may be, in all cases  where  they would so
apply. The words "hereof", "herein", "hereunder", and other similar compounds of
the word  "here"  shall mean and refer to this  entire  document  and not to any
particular  Article or Section.  Titles of Articles and Sections are for general
information only, and the Plan is not to be construed by reference thereto.

          (b)  Applicable  Law. The Plan is a profit  sharing  plan  intended to
qualify  under  Code  Section  401(a).  The  Plan  includes  a cash or  deferred
arrangement  intended to qualify under Code Section 401(k).  It is intended that
the investment  options  offered under the Plan comply with the  requirements of
ERISA Section 404(c) and the regulations promulgated thereunder.  The Plan shall
be interpreted so as to comply with the applicable  requirements thereof,  where
such  requirements are not clearly contrary to the express terms hereof.  In all
other  respects,  the  Plan  shall  be  construed  and its  validity  determined
according to the laws of the State of [Delaware] to the extent such laws are not
preempted by  applicable  requirements  of federal law. In case any provision of
the Plan shall be held  illegal or invalid for any reason,  such  illegality  or
invalidity  shall not affect the remaining  provisions of the Plan, and the Plan
shall be construed  and enforced as if said  illegal or invalid  provisions  had
never been included herein.


                                       6

<PAGE>

                     ARTICLE III. PARTICIPATION AND VESTING
                     --------------------------------------


          Section  3.01.  Participation.  An  Employee of the Company on July 1,
2000 who was eligible to participate in the Salaried Savings and Investment Plan
of Ford Motor Company on June 30, 2000 shall be eligible to  participate in this
Plan as of July 1, 2000. Any other Employee of a Participating Employer shall be
eligible  to  participate  in the Plan on the first day of the  second  calendar
month following the Employee's Employment Commencement Date.

          Section 3.02. Vesting Service.

          (a)  Calculation.  Each  Participant  shall be credited  with  Vesting
Service, calculated in years and daily fractions thereof equal to the following:

               (i)  the   period  of  time   commencing   with  his   Employment
                    Commencement Date and ending on a Severance Date;

                                      plus

               (ii) each  subsequent  period of time  commencing  on the date on
                    which  the  Participant  again is  credited  with an Hour of
                    Service  and  ending  on the  date  of his  next  subsequent
                    Severance Date;

                                      plus

               (iii) any Period of Severance of less than 12 consecutive months.

          (b) Service  Counted.  For  purposes of  determining  a  Participant's
Vesting  Service,  (i) in the  case  of an  Employee  who  becomes  eligible  to
participate in this Plan on July 1, 2000, employment with Ford Motor Company and
its  affiliates  prior to July 1, 2000 shall be treated as  employment  with the
Company,  and  (ii)  employment  with an  Employer  that is not a  Participating
Employer shall be treated as if such service were rendered with a  Participating
Employer;  provided that,  except as specifically  set forth herein,  employment
with an  organization  prior to the date on which the  organization  becomes  an
Employer,  or after the date on which the organization ceases to be an Employer,
shall not be recognized.

          (c)  Effect  of  Periods  of  Severance.  The  Vesting  Service  of  a
Participant  accumulated  prior to a Period of Severance and the Vesting Service
accumulated by a Participant after returning from a Period of Severance shall be
aggregated.

          Section  3.03.  Transfers  of  Employment.  Any person  who  performed
services as an employee of an Employer in any capacity other than as an Employee
as  defined  herein,   shall,  upon  becoming  an  Employee,  be  credited  with
eligibility service for purposes of Section 3.01, and Vesting Service determined
in accordance  with Section 3.02,  for his  employment in such other capacity to
the same extent that such credit  would have been  granted had the service  been
performed as an Employee.


                                       7

<PAGE>

          Section  3.04.  Status  of  Leased  Employees.  A person  who is or is
classified  by the  Employer as a "leased  employee"  within the meaning of Code
Section  414(n) or (o) shall not be eligible to  participate in the Plan, but in
the event such a person was  participating  or subsequently  becomes eligible to
participate  herein,  credit shall be given for the person's service as a leased
employee  with any Employer  toward  completion  of the Plan's  eligibility  and
vesting requirements.

          Section 3.05. Rollover Contributions. In accordance with uniform rules
prescribed by the Administrative  Committee and in accordance with Code Sections
402 and 408,  an  Employee  may make a rollover  to the Plan from  another  plan
qualified  under Code  Section  401(a) or from a conduit  individual  retirement
account  that holds assets that are (and has never held assets other than those)
attributable  to an  eligible  rollover  distribution  from  a  retirement  plan
qualified  under Section  401(a) of the Code.  In the event an Employee  makes a
rollover  contribution  prior to becoming  eligible to participate under Section
3.01, he shall be  considered a  Participant  in the Plan solely for purposes of
such rollover contribution and the gains or losses attributable thereto.

          Section 3.06. Maximum Annual Additions.

          (a) Limit.  The Plan is subject to the  limitations  on  contributions
imposed by Code Section 415, which are  incorporated  herein by this  reference.
The  limitation  year shall be the Plan  Year.  For  purposes  of  applying  the
limitations  of  Section  415  under  this   subsection   (a),  a  Participant's
compensation  shall  include  all  items  of  compensation  listed  in  Treasury
regulations section  1.415-(2)(d)(2) (before reduction for elective deferrals as
defined  in Code  Section  402(g)(3)  and any  amount  which is  contributed  or
deferred by the  Employer at the  election of the  Participant  and which is not
includible in the gross income of the  Participant by reason of Code Section 125
or 457)  and  shall  exclude  all  items  of  compensation  listed  in  Treasury
regulations  section  1.415-2(d)(3).  In the event the Participant is covered by
multiple defined  contribution plans,  benefits shall be reduced under this Plan
before any reductions under another defined contribution plan.

          (b) Effect of Limit.  Any amounts not  allocable to a  Participant  by
reason of the limitations incorporated herein shall be allocated and reallocated
during the limitation  year among all other eligible  Participants to the extent
permitted  by  the  limitations.  Any  amounts  which  cannot  be  allocated  or
reallocated  due to the  limitations  shall be  credited  to a suspense  account
subject to the following  conditions:  (i) amounts in the suspense account shall
be allocated among all eligible  Participants  hereunder at such time, including
termination of the Plan or complete discontinuance of Employer contributions, as
the foregoing  limitations  permit,  (ii) no investment gains or losses shall be
allocated to the suspense account, (iii) no further Employer contributions shall
be  permitted  until  the  foregoing  limitations  permit  their  allocation  to
Participants'  accounts,  and (iv) upon termination of the Plan, any unallocated
amounts  in the  suspense  account  shall  revert to the  Company.  An  eligible
Participant  entitled  to  an  allocation  hereunder  shall  receive  an  amount
determined by  multiplying  the amount to be allocated  hereunder by a fraction,
the numerator of which the is the eligible  Participant's  Compensation  for the
Plan Year and the denominator of which is the total Compensation of all eligible
Participants for such year.


                                       8

<PAGE>

          (c) Distribution and Forfeitures.  If,  notwithstanding  the foregoing
provisions of this  Section,  the  limitations  of Section 415 are exceeded as a
result of a reasonable  error in  estimating  a  Participant's  compensation,  a
reasonable error is estimating the amount of Pre-Tax  Contributions or After-Tax
Contributions  that a Participant may elect under the limits of Section 415, the
allocation  of  forfeitures,  or  such  other  facts  and  circumstances  as the
Commissioner  of the  Internal  Revenue  Service may  prescribe,  there shall be
deducted from the  Participant's  Account and returned to the  Participant  such
portion of his Pre-Tax  Contributions and/or After-Tax  Contributions,  together
with  earnings  thereon,  as may be  necessary  to satisfy  Section  415. If the
requirements  are  still  not  satisfied,  there  shall  be  deducted  from  the
Participant's  Account all or a portion of the  Matching  Contribution  for such
limitation  year as may be  necessary  to  comply  with  Section  415.  Any such
Matching  Contribution  shall be  reallocated  in accordance  with the rules set
forth in Section 3.07(b) above.


                                       9

<PAGE>

                ARTICLE IV. PRE-TAX AND AFTER-TAX CONTRIBUTIONS
                -----------------------------------------------

          Section 4.01.  Election to Participate.  An Employee who satisfies the
participation  requirements  of  Section  3.01 may elect to  participate  in the
Pre-Tax Contribution and/or the After-Tax Contribution features of the Plan, and
such election shall be given effect as soon as administratively practicable.

          Section  4.02.  Amount of  Participant's  Contributions.  (a)  Pre-Tax
Contributions.  Each  Participant  shall  designate  the  rate  of  his  Pre-Tax
Contributions  at the time of his election to participate in the Plan, which may
be an integral rate of between 1% and 25% of his Compensation for the pay period
to which the participation election relates; provided,  however, that the sum of
the Participant's Pre-Tax Contributions and After-Tax  Contributions for any pay
period  shall  not  exceed  25% of the  Participant's  Compensation  for the pay
period. The Participant's  Pre-Tax  Contributions may be made, as elected by the
Participant,  from his Compensation,  from flexdollars  otherwise payable to the
Participant  under a Code  Section  125  plan  or  arrangement  maintained  by a
Participating Employer, and/or from bonuses otherwise payable to the Participant
under a bonus program  pursuant to which the  Administrative  Committee  permits
Participants  to make  deferral  elections  in  accordance  with  uniform  rules
promulgated by the Administrative Committee. Pre-Tax Contributions made from the
Participant's Compensation shall be withheld from the Participant's Compensation
through regular payroll  deductions.  All other Pre-Tax  Contributions  shall be
withheld  from  the  Participant's  flexdollars  or  bonus  in  accordance  with
procedures established by the Administrative Committee.

          (b) After-Tax Contributions. Each Participant shall designate the rate
of his After-Tax Contributions at the time of his election to participate in the
Plan,  which may be an integral  rate of between 1% and 25% of his  Compensation
for the pay  period  to which  the  participation  election  relates;  provided,
however,  that the sum of the Participant's  Pre-Tax Contributions and After-Tax
Contributions  for any pay  period  shall not  exceed  25% of the  Participant's
Compensation for the pay period.  After-Tax  Contributions shall be made for the
Participant through regular payroll deductions from his Compensation.

          (c) Changing  Contribution  Elections.  A  Participant  may change the
designated  rate of his Pre-Tax and/or  After-Tax  Contributions  at any time by
following  the rate  change  procedures  from  time to time  established  by the
Administrative  Committee,  which may include a  requirement  to use a telephone
response or other  telephonic or electronic  election  system.  Any such revised
rate shall become  effective on the first day of the payroll  period  commencing
after the date on which the  Participant's  revised  election is received (or as
soon thereafter as is  administratively  practicable) and shall remain in effect
for successive periods unless further changed or suspended by the Participant or
as otherwise provided under the terms of the Plan.

          (d) Contribution  Spillover Election. A Participant who has elected to
make Pre-Tax  Contributions may also make a contribution  spillover  election to
become  effective in the event that the  Participant  reaches the maximum annual
limit on  Pre-Tax  Contributions


                                       10

<PAGE>

under  Section  402(g)  of the  Code.  For  any  Participant  who has  made  the
contribution  spillover  election  and who for any  year  reaches  the  limit on
Pre-Tax   Contributions  in  effect  under  Section  402(g)  of  the  Code,  the
Participant's  election of Pre-Tax  Contributions  will be deemed an election to
make  After-Tax  Contributions.  If  the  Participant  is not  otherwise  making
After-Tax  Contributions  to the Plan,  the  Participant  will be deemed to have
elected to make After-Tax  Contribution  in an amount equal to the lesser of 10%
of Compensation or the Participant's  Pre-Tax Contribution  percentage in effect
prior to reach the  Section  402(g)  limit.  If the  Participant  is making both
Pre-Tax  Contributions  and After-Tax  Contributions,  the  Participant  will be
deemed to have elected to make After-Tax Contributions in an amount equal to the
greater of (i) the Participant's actual After-Tax Contribution election or, (ii)
the  lesser  of 10% of  Compensation  or the  sum of the  Participant's  Pre-Tax
Contribution and After-Tax Contribution election.

          Section 4.03. Employer Matching Contributions.

          (a) With respect to each pay period during which a  Participant  makes
Pre-Tax  and/or  After-Tax  Contributions,  the  Participating  Employers  shall
contribute on behalf of each Participant, as a Matching Contribution,  an amount
equal to 60% of the Pre-Tax  and/or  After-Tax  Contributions  made by or at the
direction of the Participant during the payroll period,  disregarding,  for this
purpose, (i) any Pre-Tax and/or After-Tax Contributions that are attributable to
flex  dollars  available  to the  Participant  under a Code  Section 125 plan or
arrangement  that the  Participant  elects  to have  contributed  to the Plan or
Pre-Tax  Contributions that are attributable to deferral of bonus payments,  and
(ii)  any  Pre-Tax  and/or  After-Tax  Contributions  to the  extent  that  such
contributions  exceed 10% of the Participant's  Compensation for the pay period.
The Matching Contribution will be made on a pay-period-by-pay-period basis based
upon the Participant's  Pre-Tax  Contributions  and After-Tax  Contributions for
that  pay  period;  additional  Matching  Contributions  will  not be made for a
Participant  whose Pre-Tax  Contributions  and After-Tax  Contributions are less
than 10% of the Participant's Compensation for certain pay periods and in excess
of 10% of Compensation for other pay periods.

          (b)  Investment.  All Matching  Contributions  shall be in the form of
Visteon  Corporation common stock, and shall be deposited into the Visteon Stock
Fund.

          Section 4.04. Section 402(g) Limit on Pre-Tax Contributions.

          (a) Limit. The maximum amount of Pre-Tax  Contributions made on behalf
of any Participant for any calendar year, under this Plan and other plans of the
Employer  that  permit  elective  deferral  contributions,  shall not exceed the
limitation  in  effect  for such year  under  Section  402(g)  of the Code.  For
calendar  year 2000,  this  limitation  will be applied by  aggregating  Pre-Tax
Contributions  made on behalf  of any  Participant  under  the Plan and  Pre-Tax
Contributions  made on behalf of the Participant  under the Salaried Savings and
Investment Plan of Ford Motor Company.

               (i)  In the event that this  limitation  is exceeded for any year
                    taking into account Pre-Tax  Contributions  to this Plan and
                    elective


                                       11

<PAGE>

                    deferral  contributions  to others plans  maintained  by the
                    Employer, the excess contributions, together with all income
                    on such excess for the year in which the excess contribution
                    was made (but not including  any gap period  income) will be
                    distributed to the  Participant on or before the first April
                    15  following  the end of the  calendar  year for  which the
                    limitation has been exceeded.

               (ii) In the event that a  Participant  provides  timely notice in
                    accordance  with  Section  402(g)(3)  of the  Code  that the
                    Section  402(g)  limitation  has been  exceeded for any year
                    taking  into  account  not only this  Plan and  other  plans
                    maintained by the Employer,  but also by taking into account
                    plans  maintained by other employers,  the excess,  together
                    with all  income  on such  excess  for the year in which the
                    excess  contribution  was made  (but not  including  any gap
                    period  income)  may,  but  need  not,  be  returned  to the
                    Participant.  If  the  Administrative  Committee  elects  to
                    distribute the amount of any excess,  distribution  shall be
                    made no later than the first April 15  following  the end of
                    the  calendar  year  for  which  the   limitation  has  been
                    exceeded.

          (b) Reduction.  The amount by which the  Participant  has exceeded the
Section 402(g) limitation shall be reduced by the amount of excess contributions
(if any)  previously  distributed  to the  Participant  in  accordance  with the
average deferral percentage test.

          (c) Forfeiture of Matching Contributions.  If the Participant receives
a distribution of his excess Pre-Tax  Contributions under this Section 4.04, any
Matching  Contributions  made on such excess  contributions,  together  with all
income  on  such  Matching  Contributions  for  the  year in  which  the  excess
contribution was made (but not including gap period income), shall be forfeited.
For this purpose,  Pre-Tax  Contributions  with respect to which the Participant
received  a  Matching  Contribution  shall be  distributed  only after all other
Pre-Tax  Contributions  made at the  direction  of the  Participant  during  the
applicable year have been distributed.


                                       12

<PAGE>

          Section 4.05. Payment of Contributions to Trustee.  Each Participating
Employer shall remit Pre-Tax  Contributions  and After-Tax  Contributions to the
Trustee as soon as the Employer can reasonably segregate such contributions from
its general  assets but not later than 15 days following the end of the calendar
month  in  which  the   contributions   were  withheld  from  the  Participant's
Compensation.  Each Participating Employer shall remit Matching Contributions to
the Trustee as soon as practicable  following the end of the pay period to which
the Matching  Contribution  relates,  but not later than the due date, including
extensions,  for filing the Employer's  federal income tax return for the fiscal
year of the Employer in which the pay period ends.

          Section  4.06.  Average  Deferral  Percentage  Test.  (a) The  Plan is
subject to the limitations of Code Section 401(k), which are incorporated herein
by this reference.  Accordingly,  the average  deferral  percentage for any Plan
Year  for  the  group  of  Highly  Compensated  Employees  who are  eligible  to
participate ("Highly Compensated Participants") in the Plan shall not exceed the
greater of:

                    (i)  125%  of  the  average  deferral   percentage  for  the
               preceding  Plan  Year  for all  employees  who were  eligible  to
               participate  in the Plan  during such Plan Year other than Highly
               Compensated Participants ("Non-Highly Compensated Participants");
               or

                    (ii) the lesser of (A) the average  deferral  percentage for
               the  group  of  Non-Highly   Compensated   Participants  for  the
               preceding  Plan  Year  plus  2%;  or (B) two  times  the  average
               deferral  percentage  for the  group  of  Non-Highly  Compensated
               Participants for the preceding Plan Year.

          (b)  The  deferral   percentage   for  each   Non-Highly   Compensated
Participant is calculated by dividing the amount of the  Non-Highly  Compensated
Participant's  Pre-Tax  Contributions  for the  Plan  Year by the  Participant's
Compensation  for such  Plan  Year.  The  deferral  percentage  for each  Highly
Compensated  Participant  is  calculated  by  dividing  the amount of the Highly
Compensated  Participant's Pre-Tax Contributions for the Plan Year by the Highly
Compensated  Participant's  Compensation for the Plan Year. The average deferral
percentage  for the group of Highly  Compensated  Participants  and the group of
Non-Highly  Compensated  Participants is the average of the deferral percentages
calculated  for each member of the  applicable  group,  including  those who are
eligible to contribute  but elect not to do so. In the event that not all of the
Participating   Employers   are  members  of  the  same   controlled   group  of
corporations,  group of trades or businesses  under common control or affiliated
service  group (within the meaning of Section  414(b),  (c) or (m) of the Code),
the provisions of this Section 4.06 shall be applied  separately with respect to
each such group.

          (c) The  Administrative  Committee  may  from  time to time  establish
limits (and as  appropriate,  modify any such limit) on the amount or percentage
of Pre-Tax  Contributions that may be made by or on behalf of Highly Compensated
Participants for the Plan Year. In addition,  the  Administrative  Committee may
prospectively  decrease the rate of


                                       13

<PAGE>

Pre-Tax  Contributions  of any  Participant  at any time, if the  Administrative
Committee  determines  that such action is  necessary or desirable to enable the
Plan to comply or to ensure  compliance  with the  average  deferral  percentage
limitations  or the  requirements  of  Sections  401(k),  402(g),  415 or  other
applicable provisions of the Code.

          (d)  If  the  average  deferral   percentage  of  Highly   Compensated
Participants  for any Plan  Year  exceeds  the  applicable  deferral  percentage
limitation for such year, each affected  Highly  Compensated  Participant  shall
receive a  distribution  of the  amount  of his  excess  Pre-Tax  Contributions,
together  with income on such Pre-Tax  Contributions  for the Plan Year in which
the contributions  were made. Such  distribution  shall be made on or before the
last day of the Plan Year  following  the Plan Year to which the excess  Pre-Tax
Contributions relate;  provided that the relevant Employer will be subject to an
excise tax if excess Pre-Tax  Contributions  are not distributed  within two and
one-half  months  following  the  close of the Plan  Year in which  the  Pre-Tax
Contributions  were made. The aggregate  amount of Pre-Tax  Contributions  to be
refunded  shall be determined  by reducing (or  leveling) the maximum  allowable
level of Pre-Tax  Contributions to a percentage determined by the Administrative
Committee  that,  if  applied  to all  Highly  Compensated  Participants  with a
deferral  percentage  above that level,  would  result in the  average  deferral
percentage test being  satisfied.  The aggregate  amount required to be refunded
shall be allocated among (and distributed to) Highly Compensated Participants by
reducing (or leveling) the maximum  dollar amount of Pre-Tax  Contributions  for
the Plan Year to an amount determined by the  Administrative  Committee that, if
applied to all Highly Compensated  Participants with Pre-Tax Contributions above
that  level,  would  result in a refund of  Pre-Tax  Contributions  equal to the
aggregate amount of excess Pre-Tax  Contributions  calculated in accordance with
the preceding  sentence.  The amount  required to be  distributed  to any Highly
Compensated  Participant  shall be  reduced  by the  amount  of  excess  Pre-Tax
Contributions  (if any)  previously  distributed to the  Participant in order to
comply with Section 402(g)(5) of the Code.

          (e) If a Highly Compensated Participant receives a distribution of his
Pre-Tax  Contributions under this Section 4.06, any Matching  Contributions made
on such distributed Pre-Tax Contributions shall be forfeited.

          (f) In the event that the  Administrative  Committee  determines  that
Section 401(k) of the Code (including the regulations thereunder) may be applied
in  a  manner   different  than  that  prescribed  in  this  Section  4.06,  the
Administrative  Committee, in its discretion,  may make appropriate adjustments.
In addition, the Administrative  Committee may promulgate such further rules and
procedures as it may deem  necessary for the proper  application of this Section
4.06.

          Section 4.07. Average Contribution Percentage Test.

          (a) The Plan is subject to the  limitations  of Code  Section  401(m),
which  are  incorporated  herein by this  reference.  Accordingly,  the  average
contribution  percentage  for any Plan Year for the group of Highly  Compensated
Employees who are eligible to participate ("Highly Compensated Participants") in
the Plan shall not exceed the greater of:


                                       14

<PAGE>

                    (i)  125% of the  average  contribution  percentage  for the
          preceding Plan Year for all employees who were eligible to participate
          in the Plan  during  such  Plan Year  other  than  Highly  Compensated
          Participants ("Non-Highly Compensated Participants"); or

                    (ii) the lesser of (A) the average  contribution  percentage
          for the group of Non-Highly Compensated Participants for the preceding
          Plan  Year  plus  2%;  or  (B)  two  times  the  average  contribution
          percentage for the group of Non-Highly  Compensated  Participants  for
          the preceding Plan Year.

          (b)  The  contribution  percentage  for  each  Non-Highly  Compensated
Participant is calculated by dividing the amount of the  Non-Highly  Compensated
Participant's  After-Tax  Contributions and Matching  Contributions for the Plan
Year by the  Participant's  Compensation  for such Plan Year.  The  contribution
percentage for each Highly Compensated Participant is calculated by dividing the
amount of the  Highly  Compensated  Participant's  After-Tax  Contributions  and
Matching Contributions for the Plan Year by the Highly Compensated Participant's
Compensation  for the Plan Year.  The average  contribution  percentage  for the
group of Highly Compensated Participants and the group of Non-Highly Compensated
Participants is the average of the contribution  percentages calculated for each
member of the applicable  group,  including those who are eligible to contribute
but elect not to do so. In the event that not all of the Participating Employers
are members of the same  controlled  group of  corporations,  group of trades or
businesses under common control or affiliated  service group (within the meaning
of Section 414(b),  (c) or (m) of the Code), the provisions of this Section 4.07
shall be applied separately with respect to each such group.

          (c) The  Administrative  Committee  may  from  time to time  establish
limits (and as  appropriate,  modify any such limit) on the amount or percentage
of After-Tax  Contributions and/or Matching Contributions that may be made by or
on behalf of Highly Compensated Participants for the Plan Year. In addition, the
Administrative  Committee  may  prospectively  decrease  the  rate of  After-Tax
Contributions  or Matching  Contributions of any Participant at any time, if the
Administrative  Committee  determines that such action is necessary or desirable
to  enable  the  Plan  to  comply  or to  ensure  compliance  with  the  average
contribution  percentage limitations or the requirements of Sections 401(m), 415
or other applicable provisions of the Code.

          (d) If the  average  contribution  percentage  of  Highly  Compensated
Participants  for any Plan Year exceeds the applicable  contribution  percentage
limitation  for  such  year,  each  affected  Highly  Compensated  Participant's
After-Tax Contributions and Matching Contributions, together with income on such
contributions  for the Plan Year in which the  contributions  were made shall be
distributed and/or forfeited in the following order as necessary:  (i) After-Tax
Contributions on which no Matching  Contributions were made shall be distributed
to the Participant, (ii) After-Tax Contributions on which Matching Contributions
were  made  shall  be   distributed  to  the   Participant,   and  the  Matching
Contributions relating to such After-Tax Contributions shall be forfeited if not
vested or


                                       15

<PAGE>

distributed if vested;  and (iii) Matching  Contributions that relate to Pre-Tax
Contributions  shall be forfeited if not vested or distributed  if vested.  Such
distribution  and/or  forfeiture  shall be made on or before the last day of the
Plan Year  following  the Plan Year to which the excess  After-Tax  and Matching
Contributions relate;  provided that the relevant Employer will be subject to an
excise tax if excess After-Tax and Matching Contributions are not distributed or
forfeited within two and one-half months following the close of the Plan Year in
which the After-Tax  Contributions  and Matching  Contributions  were made.  The
aggregate  amount of After-Tax  Contributions  and Matching  Contributions to be
refunded  and/or  forfeited  shall be  determined  by reducing (or leveling) the
maximum allowable level of After-Tax Contributions and Matching Contributions to
a percentage determined by the Administrative  Committee that, if applied to all
Highly Compensated Participants with a contribution percentage above that level,
would result in the average  contribution  percentage test being satisfied.  The
aggregate  amount  required  to  be  refunded  shall  be  allocated  among  (and
distributed to and/or forfeited by) Highly Compensated  Participants by reducing
(or leveling) the maximum dollar amount of After-Tax and Matching  Contributions
for the Plan Year to an amount determined by the Administrative  Committee that,
if applied to all Highly  Compensated  Participants  with After-Tax and Matching
Contributions  above that level,  would result in a refund and/or  forfeiture of
After-Tax  Contributions  equal to the aggregate  amount of excess After-Tax and
Matching Contributions calculated in accordance with the preceding sentence.

          (e) In the event that the  Administrative  Committee  determines  that
Section 401(m) of the Code (including the regulations thereunder) may be applied
in  a  manner   different  than  that  prescribed  in  this  Section  4.07,  the
Administrative  Committee, in its discretion,  may make appropriate adjustments.
In addition, the Administrative  Committee may promulgate such further rules and
procedures as it may deem  necessary for the proper  application of this Section
4.07.


                                       16

<PAGE>

                 ARTICLE V. INVESTMENT AND PARTICIPANT ACCOUNTS
                 ----------------------------------------------

          Section 5.01. Participant Accounts.

          (a) A separate  Account shall be established and maintained to reflect
each Participant's  interest in the Plan,  including,  without  limitation,  the
portion of such  interest  that is invested in each  Investment  Fund  available
under the Plan. To the extent necessary or appropriate to provide for the proper
administration  of the Plan, a  Participant's  Account  shall  include  separate
balances or  subaccounts  for  interests  derived  from  Pre-Tax  Contributions,
After-Tax Contributions, Matching Contributions, rollover contributions and such
other separate balances as the Administrative Committee shall determine. As soon
as practicable  following the end of each calendar  quarter or such other period
as the  Administrative  Committee  shall  determine but no less  frequently than
annually, the Company shall prepare for each Participant a statement which shall
reflect  the  status  of  the  Participant's  Account  in  such  form  as may be
prescribed  by the  Administrative  Committee.

          Section 5.02. Establishment of Investment Funds.

          (a) There shall be established two or more Investment Funds (including
the  Visteon  Stock  Fund)  with  such  characteristics  as  the  Administrative
Committee shall from time to time determine.  The  Administrative  Committee may
increase  or  decrease   the  number  of   Investment   Funds,   or  change  the
characteristics of any Investment Fund, in its sole discretion.

          (b) The Visteon  Stock Fund shall be invested  primarily  in shares of
Company  stock,  although a percentage  of the assets of the fund may be held in
cash or cash  equivalent  (or invested in any common,  commingled  or collective
fund) based on expected liquidity needs of the fund.

          (c) With  respect to the Visteon  Stock Fund and any other  Investment
Fund that is not a  regulated  investment  company  within  the  meaning  of the
Investment  Advisors  Act of 1940,  Participants  shall have no ownership in any
particular  asset in the  fund.  Proportionate  interests  in the fund  shall be
expressed  in  units,  which  shall be of equal  value  and no unit  shall  have
priority or preference  over any other unit. With respect to any Investment Fund
that is a regulated  investment  company  within the  meaning of the  Investment
Advisors  Act of 1940,  Participants  shall have no interest  in the  underlying
assets of the regulated investment company.

          Section 5.03.  Investment of  Contributions.  A Participant's  Pre-Tax
Contributions,  After-Tax  Contributions and rollover contributions allocated to
his Account shall be invested in the various Investment Funds in accordance with
the  Participant's  election under Section  5.05(a).  Subject to a Participant's
right to transfer his Account among the available Investment Funds in accordance
with Section  5.05(b),  income earned on assets of any Investment  Fund shall be
invested by the Trustee in that Investment Fund.

          (b) A Participant's  Matching  Contributions  allocated to his Account
shall be invested in the Visteon Stock Fund. A Participant  may transfer  vested
Matching  Contributions among the available  Investment Funds in accordance with
Section 5.05(b).


                                       17

<PAGE>

          Section 5.04. Valuation of Accounts.Each  Participant's  Account shall
be valued and  adjusted on each  Valuation  Date to reflect the effect of income
collected and accrued,  realized and unrealized  gains and losses,  expenses and
all other  transactions  since the preceding  Valuation Date with respect to the
related fund in such manner as the Trustee shall deem appropriate.

          (b)  For  purposes  of   determining   the  fair  market  value  of  a
Participant's interest in the Visteon Stock Fund, the fund shall be divided into
units,  and the term  "Visteon  Stock Fund Unit Price,"  shall mean the value in
money of an individual  Visteon  Stock Fund Unit  expressed to the nearest cent.
The Visteon Stock Fund Unit Price shall be  redetermined as of the close of each
Valuation  Date.  The  Visteon  Stock  Fund Unit  Price  for each date  shall be
determined  by dividing  the net asset  value of the Visteon  Stock Fund on such
date by the number of Visteon Stock Fund Units outstanding on such date. Visteon
Stock  Fund  Unit  Prices  shall  be  determined  before  giving  effect  to any
distribution or withdrawal and before  crediting  contributions to Participants'
Accounts  effective  as of any such date.  Net asset value of the Visteon  Stock
Fund shall be computed as follows:

          (i)       Company  Stock shall be valued at the  closing  price on the
                    New York Stock  Exchange on such  Valuation  Date, or, if no
                    sales were made on that date,  at the  closing  price on the
                    next preceding day on which sales were made.

          (ii)      All other assets of the Visteon  Stock Fund,  including  any
                    interest in a common,  collective or commingled  fund, shall
                    be  valued  at the  fair  market  value  as of the  close of
                    business on the Valuation  Date.  Fair market value shall be
                    determined by the Trustee in the reasonable  exercise of its
                    discretion,   taking  into  account  values  supplied  by  a
                    generally   accepted   pricing  or   quotation   service  or
                    quotations furnished by one or more reputable sources,  such
                    as  securities  dealers,  brokers,  or  investment  bankers,
                    values of comparable property,  appraisals or other relevant
                    information  and,  in the case of a  common,  collective  or
                    commingled  fund,  fair market value shall be the unit value
                    of such fund for a date the same as the  Valuation  Date, or
                    as close thereto as practicable.

          (iii)     Visteon Stock Fund Units credited to Participants'  Accounts
                    with respect to contributions made during any month shall be
                    credited at the Visteon Stock Fund Unit Price  determined as
                    of the close of  business  on the  Valuation  Date that such
                    contributions  are  received  by  the  Trustee  or  as  soon
                    thereafter  as is  practicable.  Visteon  Stock  Fund  Units
                    withdrawn  or  distributed  shall be valued  at the  Visteon
                    Stock  Fund  Unit  Price  at the  close of  business  on the
                    Valuation  Date  coinciding  with the effective date of such
                    withdrawal or distribution.

          (iv)      Except  as is  otherwise  provided  in  directions  from the
                    Company,  or  dictated  by the  Trustee's  trust  accounting
                    conventions,   investment


                                       18

<PAGE>

                    transactions,  income  and any  expenses  chargeable  to the
                    Visteon  Stock  Fund  will be  accounted  for on an  accrual
                    basis.

          (c)  For  purposes  of   determining   the  fair  market  value  of  a
Participant's  interest in any  Investment  Fund that is a regulated  investment
company  within  the  meaning  of  the  Investment  Advisors  Act of  1940,  the
Participant's  interest  as of the close of business on any date shall equal the
product  obtained  by  multiplying  the  number  of  shares  in  such  regulated
investment company that is credited to the Participant's  account by the closing
net asset value on the determination  date. For purposed of determining the fair
market value of a  Participant's  interest in any Investment  Fund that is not a
regulated  investment company within the meaning of the Investment  Advisors Act
of 1940 (other  than the  Visteon  Stock Fund which is  described  above),  fair
market  value  shall be  determined  on a "unit"  basis in  accordance  with the
governing  documents  for the  common,  collective,  commingled  or pooled  fund
pursuant to which the Investment Fund is maintained.

          Section 5.05. Participant Investment Election .

          (a) Election with Respect to Future Contributions (Other Than Matching
Contributions).  A Participant  shall elect to have all  contributions  that are
allocated to his Account  while the election is in effect  (other than  Matching
Contributions)  invested  in one or more of the  Investment  Funds.  The  amount
allocated to each Investment Fund designated by the Participant must be at least
5% of the  Participant's  Pre-Tax or  After-Tax  Contributions,  or any  greater
percentage in whole multiples of 1%. A Participant  may make separate  elections
with respect to Pre-Tax Contributions and After-Tax Contributions, provided that
the Participant may not select more than 30 Investment  Funds. An election under
this  subsection  may be changed or  revoked  at any time,  but shall  remain in
effect until so changed or revoked.  In the event that a Participant  shall fail
to direct the  investment  of his Account or fail for such period to replace any
directions  which may have been suspended or revoked,  the Participant  shall be
deemed to have elected to have 100% of such contributions allocated to the Money
Market Fund or such other Investment Fund designated by the Investment Committee
for this  purpose;  provided,  that in the case of an  Employee  who  becomes  a
Participant in the Plan on July 1, 2000, the  Participant's  initial  investment
election under this Plan, in the absence of an  affirmative  election under this
Section 5.05,  shall be the  Participant's  investment  election as in effect on
June 30, 2000 under the Savings and Stock Investment Plan of Ford Motor Company,
with the exception that an election of the Ford Stock Fund under the Savings and
Stock  Investment  Plan of Ford Motor  Company will be deemed an election of the
Money Market Fund, and an election of the Interest Income Fund under the Savings
and Stock  Investment  Plan of Ford Motor  Company will be deemed an election of
the Managed Income Portfolio II.

          (b) Transfer of Account Balances.  A Participant may at any time elect
to reallocate  the balance in his Account among the available  Investment  Funds
(other than the portion of the Participant's Account which represents non-vested
Matching  Contributions).  A Participant  who elects to make such a reallocation
shall  elect to have part or all of his  interests  under the Plan  through  the
effective  date of his  election  which  are  allocated  to an  Investment  Fund
transferred  to another  Investment  Fund that is available  under the Plan. The
transfer


                                       19

<PAGE>

amount shall be either a whole dollar amount or a whole  percentage in multiples
of 1%;  provided  that the  minimum  transfer  amount from any fund shall be the
greater  of 5% of the  value of the  Participant's  interest  in the  transferor
Investment  Fund  or  $250,  or the  entire  value  of  assets  invested  in the
transferor Investment Fund if $250 or less.  Notwithstanding the foregoing,  the
Administrative   Committee  may  promulgate  such  other   restrictions  as  the
Administrative Committee determines may be necessary or appropriate with respect
to a  Participant's  ability to  reallocate  his Account  into or out of certain
Investment Funds taking into account the nature of their investments.

          (c) Form of Election. A Participant's  investment election shall be in
such  form  and  shall  be  made  in  accordance  with  such  procedures  as the
Administrative Committee may prescribe, which may include a requirement to use a
telephone  response or other  telephonic  or  electronic  election  system.  The
Participant's   election  shall  become   effective  in  accordance  with  rules
prescribed by the Administrative Committee for this purpose.

          Section 5.06. Special Rules Applicable to the Visteon Stock Fund.

          (a)  Dividends.  All or a portion of cash  dividends paid on shares of
Visteon  common  stock  held in the  Visteon  Stock  Fund  shall be  distributed
proportionately to Participants who have assets in the Visteon Stock Fund on the
dividend  record  date and do not reject such  distribution.  The amount of such
dividends  that  shall  be  distributed  to  Participants   who  do  not  reject
distribution shall equal the lesser of (i) the total of such cash dividends,  or
(ii) the total amount of cash  dividends  paid on all shares held in the Visteon
Stock Fund  multiplied by the ratio of the number of Visteon Stock Fund Units in
the Accounts of Participants  who do not reject such  distribution to the number
of  Visteon  Stock  Fund  Units  in  the  Accounts  of  all  Participants,  such
determination to be made as of the dividend record date. The amount of such cash
dividends  that shall be distributed  to each  Participant  who has not rejected
such  distribution  shall be equal to the total  amount of cash  dividends to be
distributed multiplied by the ratio of the number of Visteon Stock Fund Units in
the Account of such  Participant to the total number of Visteon Stock Fund Units
in the Accounts of all Participants who have not rejected such distribution, all
determined as of the close of the New York Stock Exchange on the record date for
the dividend. The Administration Committee shall from time to time determine the
manner  in which  Participants  shall  be  provided  an  opportunity  to  reject
distribution  of  dividends  or to  change  a prior  election  with  respect  to
distribution.   Distribution  of  such  dividends  shall  be  made  as  soon  as
practicable after receipt of such dividends by the Trustee.

          (b) Voting. The Trustee,  itself or by its nominee,  shall be entitled
to vote,  and shall vote,  shares of Company  common  stock  represented  by the
proportionate  interests in the Accounts of  Participants  in the Visteon  Stock
Fund or otherwise held by the Trustee under the Plan as follows:

          (i)       The Company  shall adopt  reasonable  measures to notify the
                    Participant  of the date and  purposes  of each  meeting  of
                    stockholders  of the  Company at which  holders of shares of
                    Company  stock  shall be  entitled  to vote,  and to request


                                       20

<PAGE>

                    instructions  from the  Participant to the Trustee as to the
                    voting at such meeting of full shares of stock and fractions
                    thereof  represented by the  proportionate  interests of the
                    Participant in the Visteon Stock Fund.

          (ii)      In each case,  the Trustee,  itself or by proxy,  shall vote
                    full shares of stock and fractions  thereof  represented  by
                    the  proportionate  interests  of  the  Participant  in  the
                    Visteon Stock Fund in accordance  with the  instructions  of
                    the Participant.

          (iii)     If prior to the time of such  meeting  of  stockholders  the
                    Trustee  shall  not  have  received  instructions  from  the
                    Participant  in  respect  of any  shares  of  Company  stock
                    represented   by   the   proportionate   interests   of  the
                    Participant  in the Visteon  Stock Fund,  the Trustee  shall
                    vote thereat such shares  proportionately in the same manner
                    as the Trustee  votes thereat the aggregate of all shares of
                    Company Stock with respect to which the Trustee has received
                    instructions from Participants.



                                       21

<PAGE>

                     ARTICLE VI. VESTING AND DISTRIBUTION OF
                     ---------------------------------------
                     ACCOUNTS UPON TERMINATION OF EMPLOYMENT
                     ---------------------------------------

          Section 6.01. Vesting.

          (a) A Participant shall be fully vested in all amounts credited to his
or her Account if the Participant terminates employment with the Employer:

                    (i)       after attainment of age 65,

                    (ii)      after  qualifying for  retirement  under a defined
                              benefit plan maintained by an Employer,

                    (iii)     by reason of a Total and Permanent Disability, or

                    (iv)      by reason of death.

          (b) A Participant  who terminates  employment  with the Employer other
than by reason of one of events  specified  in Section  6.01(a)  above  shall be
fully  vested in the  portion  of his or her  Account  that is  attributable  to
contributions other than Matching Contributions;  and any such Participant shall
be vested in the portion of his or her Account that is  attributable to Matching
Contributions if the Participant has completed 5 full years of Vesting Service.

          Section 6.02. Forfeiture of Non-vested Amounts.

          (a) The portion of a Participant's Account that is not vested shall be
maintained in the  Participant's  Account  unless and until (i) the  Participant
incurs a Period of Severance of at least 72 consecutive  months in duration,  or
(ii) the  Participant  receives  a  distribution  of the  vested  portion of his
Account.  If either  of the  events  described  in the  first  sentence  of this
subsection  occurs,  the  non-vested  amounts  shall be forfeited and applied to
reduce Matching  Contributions which would otherwise have been made for the Plan
Year in which the forfeiture occurs.

          (b) If a Participant whose Accounts have been forfeited in whole or in
part returns to employment before the duration of his Period of Severance equals
or exceeds 72 consecutive  months,  then the amount  forfeited  pursuant to this
Section shall be reinstated to the Participant's  Account out of forfeitures for
the Plan Year in which such reemployment occurs, or, if such forfeitures are not
sufficient, out of additional Matching Contributions.

          Section 6.03. Time and Form of Distributions.

          (a)  Accounts  of  $5,000  or  Less.  If  the  vested   balance  of  a
Participant's  Account  does not exceed  $5,000 (or such higher  amount  allowed
under Code Section  411(a)(11)(A)) at the time of termination of employment from
the Employer, distribution to the Participant shall be made in a single sum cash
payment  as soon as  practicable  following  the 


                                       22

<PAGE>

Participant's termination of employment. The distribution shall be made in cash,
except that the  Participant  may elect  whether to receive his  interest in the
Visteon Stock Fund in cash or in whole shares of stock (with cash in lieu of any
fractional share).

          (b)  Accounts  Over  $5,000.  Subject to Section  6.04,  if the vested
balance of a Participant's Account exceeds $5,000 (or such higher amount allowed
under Code Section  411(a)(11)(A)) at the time of termination of employment from
the  Employer,  a  Participant  may at any time  following  his  termination  of
employment elect to have the vested interest in his Account  distributed to him.
The  distribution  shall be made in cash,  except that the Participant may elect
whether to receive his  interest  in the Visteon  Stock Fund in cash or in whole
shares of stock (with cash in lieu of any fractional  share).  A Participant may
select from among the following distribution options:

          (i)       Discretionary  Withdrawals.  The  Participant  may  elect to
                    receive  all or  part  of  the  value  of his or her  vested
                    Account in a single sum payment.  Distribution shall be made
                    as   soon   as   practicable   following   receipt   of  the
                    Participant's withdrawal request.

          (ii)      Systematic  Installments.   The  Participant  may  elect  to
                    receive  distribution  of his or vested  Account in monthly,
                    quarterly,  semi-annual  or  annual  installments  over such
                    period of time  (whole  number of years) as the  Participant
                    may specify,  which period may not exceed the maximum period
                    under Section  6.03(b)(iii) below). Each installment will be
                    an  amount   equal  to  the   value  of  the   Participant's
                    undistributed  vested Account as of the  determination  date
                    for such installment multiplied by a fraction, the numerator
                    of which is one and the  denominator  of which is the number
                    of  installments  remaining  in the period  specified by the
                    Participant.   Each   installment   distribution   shall  be
                    withdrawn  proportionately from each of the Investment Funds
                    which the  Participant  has  elected  under  the  Plan.  The
                    Administrative   Committee   shall   establish   rules   and
                    regulations  as it  may  deem  necessary  or  desirable  for
                    administration of the systematic  installment option,  which
                    may include a uniform  monthly  date for all such  payments,
                    and shall communicate such date or dates to Participants. In
                    the event that the systematic  withdrawals  specified by the
                    Participant   do   not   meet   the   minimum   distribution
                    requirements  beginning at age seventy and one-half (70-1/2)
                    under section  401(a)(9) of the Code,  then such  additional
                    amounts  shall  be  distributed   in  accordance   with  the
                    provisions  of Section  6.04 hereof as  necessary to satisfy
                    such minimum distribution requirements.

          (iii)     Installments  Over life  Expectancy.  A Participant  who has
                    terminated  employment  and who has attained age seventy and
                    one-half (70-1/2) may elect installment distributions of the


                                       23

<PAGE>

                    Participant's  vested  Account  payable over the life of the
                    Participant  or  the  lives  of  the   Participant  and  the
                    Participant's  Beneficiary under the Plan in accordance with
                    Section   401(a)(9)   of  the  Code  and  with   regulations
                    prescribed by the Secretary of the Treasury  thereunder  and
                    subject to such regulations as the Administrative  Committee
                    may prescribe. Such election may be made by Participants who
                    have terminated  employment in lieu of  distribution  over a
                    period of 15 years as provided in Section 6.04 hereof.

          Section 6.04. Required Distribution Dates.

          (a) In the  case of a  Participant  who is not a 5% owner  within  the
meaning of Section 416(i) of the Code, distribution shall be made not later than
April 1 of the calendar  year  following  the calendar  year in which occurs the
later  of the  Participant's  attainment  of  age  70-1/2  or the  Participant's
termination of employment from the Employer.  If the Participant has not elected
distribution under Section  6.03(b)(ii) or (iii) by the required beginning date,
annual  installment  distributions  over  a 15  year  installment  period  shall
commence,  subject to the Participant's right to elect an alternate distribution
period that is  available  under the Plan and that  results in  distribution  at
least as rapid as required under Section 401(a)(9) of the Code.

          (b) In the case of a Participant  who is a 5% owner within the meaning
of Section 416(i) of the Code, distribution shall be made not later than April 1
of the calendar  year  following  the calendar  year in which the  Participant's
attains age 70-1/2,  even if the  Participant  is then still  employed  with the
Employer.  If  the  Participant  has  not  elected  distribution  under  Section
6.03(b)(ii)  or  (iii)  by  the  required  beginning  date,  annual  installment
distributions over a 15 year installment  period shall commence,  subject to the
Participant's right to elect an alternate  distribution period that is available
under the Plan and that  results in  distribution  at least as rapid as required
under Section 401(a)(9) of the Code.

          (c) In the case of any Participant  who has elected that  distribution
of his or her Account be made or commence to be made, distribution shall be made
or  commence  to be made not later than 60 days after the close of the Plan Year
in  which  occurs  (i)  the  Participant's   attainment  of  age  65,  (ii)  the
Participant's  retirement or  termination  of employment  from the Employer,  or
(iii) the 10th anniversary of the date the Participant  commenced  participation
in the Plan.

          Section 6.05.  Death Benefit  Distribution.  If the  Participant  dies
prior  to  having  received  distribution  of his  entire  vested  Account,  the
remaining  vested balance of the  Participant's  Account shall be distributed in
the Participant's Beneficiary in a single sum cash payment.  Distribution to the
Participant's  Beneficiary  shall be made as soon as  practicable  following the
Participant's  death, and in any event will be completed not later than December
31 of the year in which occurs the fifth anniversary of the Participant's death.


                                       24

<PAGE>

          Section  6.06.   Participation  After  Termination  of  Employment.  A
Participant's Account shall continue to share in the earnings,  gains and losses
of the  Investment  Funds  until the date as of which  distribution  is made.  A
Participant  (or,  in the  case of a  deceased  Participant,  the  Participant's
Beneficiary)  may make  investment  election  changes in accordance with Section
5.05(b) while the Account is held in the Plan.

          Section  6.07.   Distribution   Notice.  The  Plan  shall  provide  an
explanation  to  each  Participant  of  his  rights  to  defer  distribution  in
accordance with Section  411(a)(11)(A)  of the Code and his right to at least 30
days to consider  whether to elect  current  distribution  of his Account.  Such
explanation will be provided no less than 30 and no more than 90 days before the
date  the  distribution  is made;  provided,  however,  that if the  Participant
affirmatively  elects a  distribution  after  receiving  such  explanation,  the
distribution may commence within 30 days of the date the explanation is provided
to the Participant.

          Section 6.08.  Compliance with Code Section 401(a)(9).  The provisions
of the Plan are intended to comply with Code Section  401(a)(9) which prescribes
certain rules regarding  minimum  distributions and requires that death benefits
be incidental to retirement benefits.  All distributions under the Plan shall be
made in conformance with Code Section  401(a)(9) and the regulations  thereunder
which are incorporated herein by reference. The provisions of the Plan governing
distributions are intended to apply in lieu of any default provisions prescribed
in  regulations;   provided,  however,  that  Code  Section  401(a)(9)  and  the
regulations thereunder override any Plan provisions  inconsistent with such Code
Section and regulations.

          Section 6.09. Direct Rollovers.

          (a)  Notwithstanding  any  provision of the Plan to the contrary  that
would otherwise limit a distributee's election under this Article, a distributee
may  elect,  at the  time and in the  manner  prescribed  by the  Administrative
Committee,  to have  any  portion  of an  eligible  rollover  distribution  paid
directly to an eligible retirement plan specified by the distributee in a direct
rollover.

          (b) An eligible  rollover  distribution is any  distribution of all or
any  portion of the  balance to the credit of the  distributee,  except  that an
eligible rollover distribution does not include: any distribution that is one of
a series of  substantially  equal periodic  payments (not less  frequently  than
annually) made for the life (or life expectancy) of the distributee or the joint
lives (or joint life  expectancies)  of the  distributee  and the  distributee's
designated  beneficiary,  or for a  specified  period of ten years or more;  any
distribution to the extent such distribution is required under Section 401(a)(9)
of the Code;  the portion of any  distribution  that is not  includible in gross
income   (determined   without  regard  to  the  exclusion  for  net  unrealized
appreciation with respect to employer  securities);  and any hardship withdrawal
under Section 7.02.

          (c) An eligible  retirement plan is an individual  retirement  account
described  in  Section  408(a) of the Code,  an  individual  retirement  annuity
described in Section  408(b) of the Code,  an annuity plan  described in Section
403(a) of the Code,  or a qualified  trust 


                                       25

<PAGE>

described in Section 401(a) of the Code, that accepts the distributee's eligible
rollover distribution. However, in the case of an eligible rollover distribution
to the surviving spouse, an eligible retirement plan is an individual retirement
account or individual retirement annuity.

          (d)  A  distributee  includes  an  employee  or  former  employee.  In
addition,   the  employee's  or  former  employee's  surviving  spouse  and  the
employee's  or former  employee's  spouse or former  spouse who is the alternate
payee under a qualified  domestic  relations order, as defined in Section 414(p)
of the Code,  are  distributee's  with  regard to the  interest of the spouse or
former spouse.

          (e) A  direct  rollover  is a  payment  by the  Plan  to the  eligible
retirement plan specified by the distributee.



                                       26

<PAGE>

              ARTICLE VII. WITHDRAWALS DURING EMPLOYMENT AND LOANS
              ----------------------------------------------------

          Section  7.01.  Withdrawals  of  After-Tax  Contributions.   Prior  to
termination  of his  employment,  a Participant  may withdraw all or part of the
value of his  Account  attributable  to  After-Tax  Contributions  and  earnings
thereon;  provided that the  Participant  shall not be permitted to make Pre-Tax
Contributions  or After-Tax  Contributions to the Plan for a period of 12 months
following  the date of any  such  withdrawal  of  After-Tax  Contributions  with
respect  to which  the  Participant  received  a  Matching  Contribution  if the
withdrawal  is made within two years  following the end of the year during which
such After-Tax Contributions were made.


          Section 7.02.  Hardship Withdrawal of Pre-Tax  Contributions.Prior  to
the  termination  of his  employment,  on a  showing  by the  Participant  of an
immediate and heavy  financial need that cannot be met from other resources that
are  reasonably  available to the  Participant  (including,  but not limited to,
loans  which may be  available  under  Section  7.05),  a  Participant  shall be
permitted to make a withdrawal  of an amount not exceeding the lesser of (i) the
amount needed to satisfy such need,  including any amounts  necessary to pay any
federal,  state or local  income taxes or penalties  reasonably  anticipated  to
result  from  the  withdrawal,   or  (ii)  100%  of  the  Participant's  Pre-Tax
Contributions  (excluding  investment earnings on Pre-Tax  Contributions accrued
after  December 31, 1988) and rollover  contributions  and  investment  earnings
thereon.  The  amount  of  taxes  reasonably  anticipated  to  result  from  any
withdrawal   shall  be  determined   pursuant  to  rules   established   by  the
Administrative Committee, in its sole discretion.

          (b) For purposes of this Section,  "an  immediate and heavy  financial
need" shall be deemed to exist if the distribution is on account of:

                    (i)       Expenses  for  medical  care   described  in  Code
                              Section   213(d)   previously   incurred   by  the
                              Participant,  the  Participant's  spouse,  or  any
                              dependent of the  Participant  (as defined in Code
                              Section 152) or  necessary  for any such person to
                              obtain such medical care;

                    (ii)      Costs  directly  related  to  the  purchase  of  a
                              principal residence for the Participant (excluding
                              mortgage payments);

                    (iii)     Payment of tuition  and related  educational  fees
                              for the next 12 months of post-secondary education
                              for the  Participant,  the  Participant's  spouse,
                              children or dependents (as defined in Code Section
                              152);

                    (iv)      Payments  necessary to prevent the eviction of the
                              Participant   from  his  principal   residence  or
                              foreclosure on the mortgage on that residence; or


                                       27

<PAGE>

                    (v)       Other  events  provided  for in  revenue  rulings,
                              notices    or   other    documents    of   general
                              applicability  published  by the  Commissioner  of
                              Internal Revenue.

          (c) In order  to  demonstrate  that a need  cannot  be met from  other
resources,  the  Participant  may be  required  to  provide  such  documents  or
information as the Administrative  Committee may require and to certify that the
need  cannot be relieved  (i)  through  reimbursement  from  insurance,  (ii) by
reasonable  liquidation of assets,  (iii) by cessation of Pre-Tax  Contributions
under the Plan,  or (iv) by other  withdrawals  under or loans  from this or any
other plan or a loan from a commercial lender, on reasonable terms.

          (d) A withdrawal  under this  Section 7.02 shall be permitted  only if
(i) the Participant has first withdrawn or borrowed all amounts available to him
under  this or any other  Employer  plan,  (ii) the  Participant's  Pre-Tax  and
After-Tax  Contributions  shall be suspended for a period of 12 months following
such  withdrawal,  and (iii) the amount which the  Participant may contribute as
Pre-Tax  Contributions  for the Plan Year  following such  withdrawal  shall not
exceed the amount described in Section 402(g) of the Code for such year, reduced
by the amount of the  Participant's  actual Pre-Tax  Contributions  for the Plan
Year  in  which  the  withdrawal  occurred.  If  the  Administrative   Committee
determines  that a  Participant  cannot  reasonably  be  expected to fulfill his
obligations with respect to another resource,  e.g., the Participant will not be
able  to  repay  a Plan  loan,  the  Administrative  Committee  may  waive  such
requirement as applied to the Participant.

          (e)  Distributions  pursuant to this Section  shall be made as soon as
administratively feasible after the withdrawal is approved. Distribution amounts
will be deducted  from the  Participant's  Account in  accordance  with ordering
rules from time to time adopted by the  Administrative  Committee  and uniformly
applied to all Participants.

          (f) In the event of the death of a  Participant  after his election to
make a withdrawal but prior to  distribution  thereof,  the withdrawal  election
shall be deemed revoked.

          Section 7.03.  Withdrawal of Matching  Contributions.  A  Participant,
prior to termination of employment  from the Employer,  may withdraw all or part
of  the  value  of  his  or  her  Account  that  is   attributable  to  Matching
Contributions if:

                    (i)       The   Participant   is  vested  in  the   Matching
                              Contributions being withdrawn; and

                    (ii)      In the  case  of a  Participant  who  has  not yet
                              attained age 59 1/2, the  withdrawal is being made
                              at least two years  following  the end of the year
                              in  which   the   Matching   Contributions   being
                              withdrawn  were  allocated  to  the  Participant's
                              Account.

          (b) A  Participant,  prior  to  termination  of  employment  from  the
Employer,  may withdraw  investment  earnings on vested Matching  Contributions,
even if the withdrawal  occurs less than two years following the end of the year
in the Matching Contributions were allocated to the Participant's Account.


                                       28

<PAGE>

          Section  7.04.  Withdrawals  After  Attainment  of Age 59  1/2.  After
attainment  of  age 59  1/2,  a  Participant  may  elect  to  make a  systematic
withdrawal  from the vested  portion of the  Participant's  Account in  monthly,
quarterly,  semi-annual or annual  installments  over a period  specified by the
Participant,  consistent  with the rule  specified  in Section  6.03(b)(ii)  for
Participants who have terminated employment.

          Section 7.05. Loans to Participants.

          (a) A Participant  who is actively  employed or is a party in interest
(as defined in ERISA Section 3(14)) with respect to the Plan may borrow from the
balances in his Account attributable to his Pre-Tax  Contributions and After-Tax
Contributions (such balances being hereinafter  referred to as "loanable account
balances").  The amount of any loan to a Participant hereunder shall not be less
than $1,000, and must be in increments of $100. The aggregate of all outstanding
loans, determined at the time that any loan is made, shall not exceed the lesser
of (i) $50,000  reduced by the highest  aggregate  balance of outstanding  loans
from the Plan during the one year period ending on the date the loan is made, or
(ii) 50% of the  Participant's  vested Account balance.  A Participant may apply
for only one loan each year and may have only four loans  outstanding at any one
time.

          (b)  Funds  for any  loan  shall  be  drawn  proportionately  from the
balances in the Participant's  Account attributable to his Pre-Tax Contributions
and After-Tax  Contributions.  The Administrative Committee may adopt such other
rules as to the source of funds and the  investment  of  principal  and interest
paid by Participants on outstanding  loans as may be appropriate for the orderly
administration of the Plan.

          (c)  Each  loan  shall  (i) in  accordance  with  Department  of Labor
Regulation ss.  2550.408b-1,  bear interest at a rate that is commensurate  with
interest  rates  charged  on  similar  commercial  loans  as  determined  by the
Administrative Committee from time to time; (ii) be made for a period of 12, 24,
36, 48 or 60 months as  requested  by the  Participant,  except that if the loan
proceeds  will be used by the  Participant  to buy or  construct  his  principal
residence,  the  Participant  may select a payment  period of up to 10 years (in
annual increments); (iii) require payments of principal and interest on at least
a monthly basis, with substantially level  amortization;  and (iv) be subject to
such other terms and conditions as the  Administrative  Committee may determine.
All loans  shall be due and  payable in  accordance  with the terms of the loan,
upon an event of default described below, or if earlier,  upon the Participants'
termination  of employment  from the Employer.  The terms and conditions of each
loan shall be  incorporated  in a  promissory  note  executed  by the  borrowing
Participant.

          (d) Amounts loaned to a Participant pursuant to this Section shall not
share in the  allocations  of investment  fund earnings  under Section 5.03, but
shall be  investments  solely for the  account of the  Participant  and shall be
treated  as a  segregated  account  of the  Trust  for the sole  benefit  of the
Participant, which account shall serve as security for the loan repayment.

          (e) Following a  Participant's  termination of  employment,  the notes
evidencing  outstanding  loans  may be  distributed  to the  Participant  or his
Beneficiary in full


                                       29

<PAGE>

satisfaction of any remaining indebtedness, provided that a Participant who upon
termination  of employment  qualifies  for  retirement  under a defined  benefit
pension plan maintained by the Employer may continue  making  periodic  payments
directly to the Trustee.

          (f) Borrowers who are active employees shall repay their loans through
payroll  deduction during each pay period. In the case of a borrower who is on a
leave  of  absence  without  pay (or a  reduced  work  schedule  such  that  the
Participant  earns  less,  after  applicable  tax  withholding,  than the amount
necessary to pay a required installment on a loan) the Administrative  Committee
may allow the  Participant to suspend  repayment of the loan for up to one year;
provided  that such  suspension  does not operate to extend the maturity date of
the loan. In any case in which repayments have been suspended in accordance with
the foregoing  sentence,  upon the Participant's  return to active employment or
expiration  of  the  suspension  period,  as  applicable,   the  loan  shall  be
re-amortized  over its  remaining  term  unless the  Participant  elects to make
monthly  payments at the level in effect prior to the suspension and a "balloon"
payment of the Participant  remaining  balance  (including  accrued interest) at
maturity.  Upon termination of employment,  the  Participant's  outstanding loan
balance  (other than a  Participant  who  following  termination  of  employment
qualifies for retirement  under defined  benefit  pension plan  maintained by an
Employer or  qualifies as a party in interest as  described  in  subsection  (a)
above) shall be accelerated,  and the Participant will have until the end of the
calendar quarter following the calendar quarter of his termination date to repay
the outstanding loan balance and any interest through the date of repayment.  If
the Participant does not repay the outstanding loan balance, the loan will be in
default and the value of the  Participant's  Account balance under the Plan will
be reduced by the amount of any unpaid principal and interest on the outstanding
loan. In the event that a  Participant's  Account becomes  distributable  before
repayment in full of all principal and interest on' outstanding  loans, the note
evidencing any  outstanding  loan may be distributed to the  Participant in full
satisfaction of the remaining  indebtedness.  The  Administrative  Committee may
impose such rules,  requirements  or  restrictions  relating to loans under this
Section as it shall determine to be necessary or appropriate, including, without
limitation,  requirements  as to the execution of loan documents  and/or payroll
deduction  authorizations,  and the  assessment of processing  fees against that
Participant's  Accounts.  The loan program provided for in this Section shall be
administered  by the  Administrative  Committee in accordance with ERISA Section
408(b)(1).

          (g) In the  event  that the  Participant  does not  repay  the loan in
accordance with the terms and conditions  thereof (including full repayment upon
termination of employment),  or fails to cure any default as provided below, the
Administrative  Committee  may direct  that the  Participant's  segregated  loan
account  shall be charged for the total  amount of the loan or any part  thereof
(including accrued interest) with such amount being treated as a distribution of
that portion of the Participant's  Accounts,  provided that such direction shall
not  occur at a time or in a manner  when  such a  "deemed  distribution"  would
violate applicable  provisions of the Code or ERISA. In order to cure a default,
the Participant must pay such installment, together with accrued interest, on or
before the last day of the  calendar  quarter  following  the  calendar  quarter
during which the  installment was due (unless the Participant is on a partial or
full leave of absence and repayment of the loan has been suspended in accordance
with Internal Revenue Service requirements).


                                       30

<PAGE>

                       ARTICLE VIII. PLAN ADMINISTRATION
                       ---------------------------------

          Section 8.01. Employee Benefits Administrative Committee.  There shall
be an Employee  Benefits  Administrative  Committee  consisting of not less than
three persons appointed by and serving at the pleasure of the Board.  Members of
the  Administrative  Committee  may,  but need not, be  officers,  employees  or
directors  of  an  Employer.   The   Administrative   Committee   shall  be  the
"administrator"  of the Plan for all purposes of ERISA and the "named fiduciary"
required under ERISA, and to the extent such  responsibility is not specifically
allocated otherwise hereunder,  shall have the exclusive  responsibility for the
administration  and  operation  of the Plan and shall have the power to take any
action necessary or appropriate to carry out such  responsibilities.  The duties
and authority of the Administrative  Committee shall include, but not be limited
to, the following:

          (a) to prescribe and require the use of appropriate forms;

          (b) to formulate and issue rules and regulations;

          (c) to  prepare  and file  reports,  notices  and any other  documents
relating to the Plan which may be required by law;

          (d) to interpret and apply the provisions of the Plan;

          (e) to use prescribed forms;

          (f) to apply prescribed rules and regulations;

          (g) to make appropriate determinations calculations; and

          (h) to authorize and direct benefit payments.

Without limiting the generality of the foregoing,  the Administrative  Committee
shall have discretionary  authority to determine eligibility for benefits and to
construe and interpret the terms of the Plan, including without limitation,  the
authority  to make  determinations  respecting  the  amount  of a  Participant's
Vesting Service and a Participant's benefit entitlement under the Plan. Any such
determination or construction shall be final and binding on all parties.

          Section 8.02. Employee Benefits Investment  Committee.  There shall be
an Employee Benefits Investment  Committee consisting of not less than 3 persons
appointed annually at the organizational meeting of the Board and serving at the
pleasure of the Board.  Members of the Investment  Committee  shall be officers,
employees  and/or  directors  of an  Employer.  The duties and  authority of the
Investment Committee shall be as follows:

          (a) to direct the  establishment of Investment Funds and determine the
investment  characteristics and establish general investment guidelines for such
Investment  Funds,  and  to  add to or  change  the  number  and  nature  of the
Investment Funds from time to time; and


                                       31

<PAGE>

          (b) to  periodically  review the  performance  of the Trustee and each
Investment Fund; and

          (c) to the extent that the funding policy of the Plan is not expressly
set forth  herein,  to  establish  such  funding  policy.  which may include the
establishment  of goals and objectives for the Trustee and Investment Funds with
respect to the investment of the assets of the Trust, and shall communicate such
policy to the parties responsible for its implementation.

          Section 8.03. Organization and Procedure.  Each Committee shall have a
chairman,  a secretary,  and such other  officers as may be deemed  appropriate.
Action on any matter  shall be taken on the vote of at least a  majority  of all
members of the Committee at any meeting or upon unanimous written consent of all
members  without a  meeting.  Minutes  of  meetings  shall be kept and all major
actions of the Committees shall be recorded in such minutes or other appropriate
written form.  The  Committees  may adopt such bylaws,  procedures and operating
rules as they may deem appropriate.

          Section  8.04.   Delegation   of  Authority  and   Responsibility.Each
Committee  may  delegate  to any one or more of its  members  the  authority  to
execute documents on behalf of such Committee and to represent such Committee in
any  matters or  dealings  involving  such  Committee.  Any such  delegation  of
authority shall be set forth in writing.

          (b) The  Committees  may delegate  certain of their powers to a person
employed by an Employer  under such terms and  conditions as may be specified by
the Committee. Any such delegation of the powers shall be set forth in writing.

          (c)  Employees of an Employer who are not members of any  Committee or
persons to whom powers are delegated under subsection (b) above may perform such
duties  and  functions  relating  to the Plan as a  Committee  shall  direct and
supervise.  It is expressly provided,  however, that the Committees shall retain
full and exclusive  authority and  responsibility  for and  respecting  any such
activities by other employees,  and nothing contained in this subsection 8.04(c)
shall be construed to confer upon any such employee any discretionary  authority
or control respecting the administration or operation of the Plan.

          Section 8.05. Use of Professional  Services.  Any Committee may obtain
the services of such  attorneys,  actuaries,  accountants  or other persons they
deem appropriate, any of whom may be the same persons who are providing services
to an Employer.  In any case in which a Committee  utilizes  such  services,  it
shall  retain  exclusive  discretionary  authority  and control  respecting  the
administration and operation of the Plan.

          Section 8.06. Fees and Expenses.  Committee  members who are employees
of an Employer shall serve without  compensation but shall be reimbursed for all
reasonable expenses incurred in their capacity as Committee members. No employee
members of any Committee or persons performing services pursuant to Section 8.05
shall  receive  greater  than  reasonable  compensation  for their  services and
expenses.  All  compensation  for services  and expenses  shall be paid from the
Trust unless the Employer,  in its sole  discretion,  elects to pay them. To the
extent that they are not paid by the Employer,  such  compensation  and expenses
shall be paid out of the principal or income of the Trust.


                                       32

<PAGE>

          Section 8.07.  Claims  Procedure.Any  Participant or Beneficiary under
this Plan who  believes he is  entitled to benefits  under the Plan in an amount
greater  than  he  is  receiving   may  file,   or  have  his  duly   authorized
representative  file,  a claim  with the  Administrative  Committee  under  this
Section.  Any such  claim  shall be filed in writing  stating  the nature of the
claim,  and the facts  supporting the claim, the amount claimed and the name and
address of the claimant.  The  Administrative  Committee  shall designate one or
more persons (who may or may not be members of the Administrative  Committee) to
consider the claim and answer in a writing  stating whether the claim is granted
or denied.  If the claim is denied in whole or in part,  the  claimant  shall be
furnished  with a written  notice of such  denial  containing  (i) the  specific
reasons for the denial,  (ii) a specific  reference  to the Plan  provisions  on
which the denial is based,  (iii) a description  of any  additional  material or
information  which is necessary  for the claimant to submit to perfect his claim
and an explanation of why such material or information is necessary, and (iv) an
explanation of the Plan's appeal procedure.

          (b) If a  claimant  wishes to appeal  the  denial  of his  claim,  the
claimant or his duly  authorized  representative  shall file a written notice of
appeal to the Administrative Committee within 90 days of receiving notice of his
claim  denial.  In order that the  Administrative  Committee  may  expeditiously
decide such appeal,  the written notice of appeal should contain (i) a statement
of  the  ground(s)  for  the  appeal,  (ii) a  specific  reference  to the  Plan
provisions on which the appeal is based,  (iii) a statement of the arguments and
authority  (if any)  supporting  each  ground  for  appeal,  and (iv) any  other
pertinent documents or comments which the appellant desires to submit in support
of his appeal. The Administrative  Committee shall decide the appellant's appeal
within  60 days of its  receipt  of the  appeal,  unless  special  circumstances
require a 60-day  extension . The  Administrative  Committee's  written decision
shall contain the reasons for the decision and reference to the Plan  provisions
on  which  the  decision  is  based.  A copy of the  Administrative  Committee's
decision shall be mailed promptly to the claimant.

          Section 8.08. Communications. All requests, claims, appeals, elections
and other communications to the Administrative Committee shall be in writing and
shall be made by  transmitting  the same via the U.S.  Mail,  certified,  return
receipt requested, addressed as follows:

                  Visteon Corporation
                  5500 Auto Club Drive
                  Dearborn, Michigan 48121
                  
                  Attention:  Visteon Investment Plan Administrative Committee


                                       33

<PAGE>

                    ARTICLE IX. TRUSTEE AND TRUST AGREEMENT
                    ---------------------------------------

          Section  9.01.  Appointment.The  Company  shall  enter  into  a  trust
agreement or trust agreements with one or more persons or corporations  selected
by the  Investment  Committee to act as Trustee of the Trust.  The Trustee shall
receive   all   Pre-Tax   Contributions,   After-Tax   Contributions,   rollover
contributions and Matching Contributions and shall hold, manage,  administer and
invest the same,  reinvest any income, and make distributions in accordance with
the  provisions of the Trust and this Plan.  The Trust shall be in such form and
contain such  provisions  as the  Investment  Committee  may deem  necessary and
appropriate  to effectuate  the purposes of the Plan and to qualify the Plan and
each Trust under the Internal Revenue Code.

          (b) The  Investment  Committee  may,  from time to time,  remove  each
Trustee  or any  successor  Trustee  at any  time and any  such  Trustee  or any
successor  Trustee may resign and, the Investment  Committee shall, upon removal
or resignation of a Trustee, appoint a successor Trustee.

          Section 9.02. Fees and Expenses. The Trustee's fee, and other fees and
expenses,  shall be paid by such  Trustee  out of the Trust,  unless the Company
elects to pay them.

          Section 9.03.  Exclusive  Benefit.  All  contributions  under the Plan
shall be paid to the Trustee, and all property and funds of the Trust, including
income from  investments and from all other sources,  shall be managed solely in
the  interest of  Participants  and their  Beneficiaries  and for the  exclusive
purpose of:

          (a) providing benefits to Participants and Beneficiaries; and

          (b) defraying the reasonable  expenses of  administering  the Plan and
Trust.


                                       34

<PAGE>

                     ARTICLE X. AMENDMENTS AND TERMINATION
                     -------------------------------------

          Section 10.01.  Amendments and  Termination.While  it is intended that
the Plan shall continue in effect indefinitely,  the Board may from time to time
modify,  alter or amend  the Plan or the  Trust,  and may at any time  order the
temporary  suspension  or  complete   discontinuance  of  contributions  or  may
terminate the Plan, provided, however, that

                    (i)       no such action shall make it possible for any part
                              of the Trust  assets  (except such part as is used
                              for the  payment  of  expenses)  to be used for or
                              diverted  to  any  purpose   other  than  for  the
                              exclusive   benefit  of   Participants   or  their
                              Beneficiaries  and the defraying of the reasonable
                              expenses of administering and winding up the Plan;

                    (ii)      no such action shall  adversely  affect the rights
                              or interests of  Participants  theretofore  vested
                              under the Plan; and

                    (iii)     in  the  event  of  termination  of  the  Plan  or
                              complete  discontinuance of Matching Contributions
                              hereunder,    all   rights   and    interests   of
                              Participants  not theretofore  vested shall become
                              vested  as of the  date  of  such  termination  or
                              complete discontinuance.

          (b)  If  any   individual   Participating   Employer   terminates  its
participation  in  the  Plan  or  orders  the  complete  discontinuance  of  its
contributions,  all  rights  not  theretofore  vested  of  Participants  who are
employees of such  Participating  Employer shall become vested as of the date of
such termination or complete discontinuance.

          (c) Nothing  herein shall be  construed  to prevent any  modification,
alteration  or  amendment of the Plan or the Trust which is required in order to
comply with the provision of any law or regulation relating to the establishment
or  maintenance  of this  Plan  and  Trust,  including  but not  limited  to the
establishment and maintenance of the Plan or Trust as a qualified  employee plan
or trust under the Code, even though such modification, alteration, or amendment
is made  retroactively  or  adversely  affects  the  rights  or  interests  of a
Participant under the Plan.


                                       35

<PAGE>

                           ARTICLE XI. MISCELLANEOUS
                           -------------------------

          Section 11.01. Non-Guarantee of Employment.  Nothing contained in this
Plan shall be  construed as a contract of  employment  between an Employer and a
Participant,  or as a right of any Participant to be continued in the employment
of his Employer, or as a limitation of the right of an Employer to discharge any
Participant with or without cause.

          Section  11.02.  Rights to Trust Assets.  No  Participant or any other
person  shall have any right to, or  interest  in, any part of the Trust  assets
upon termination of his employment or otherwise, except as provided from time to
time under this Plan, and then only to the extent of the amounts due and payable
to such person out of the assets of the Trust.  All  payments as provided for in
this Plan shall be made  solely out of the assets of the Trust and  neither  the
Employer, the Trustee, nor any member of a Committee shall be liable therefor in
any manner.

          (b) The  Employer  shall have no  beneficial  interests  of any nature
whatsoever  in any  contributions  after  the same  have  been  received  by the
Trustee,  or in the assets,  income or profits of the Trust or any part thereof.
However,  (i) to the extent a tax  deduction  for any Employer  contribution  is
disallowed  or a  contribution  is made as  result of a  mistake  of fact,  such
contribution shall be returned to the Participating Employer within 1 year after
such  disallowance  or  mistake  of fact,  as the  case may be,  and (ii) if the
Internal  Revenue  Service  initially  determines  that  the  Plan,  or any part
thereof, fails to qualify under Code Section 401(a), any contributions that have
been  made  shall  be  returned  to the  Participating  Employers  within 1 year
following such determination.  All contributions are expressly  conditioned upon
their  deductibility  under the Code and the Plan's initial  qualification under
the Code.

          Section 11.03.  Non-Recommendation of Investment.  The availability of
any security  hereunder shall not be construed as a recommendation  to invest in
such  security.  The decision as to the choice of investment of a  Participant's
contributions  must be  made  solely  by each  Participant,  and no  officer  or
employee of any Employer or the Trustee is authorized to make any recommendation
to any Participant concerning the allocation of his contributions hereunder.

          Section  11.04.  Indemnification  of  Committees.  The  Company  shall
indemnify  each  member  of the  Committees  and the Board and hold each of them
harmless from the consequences of his acts or conduct in his official  capacity,
if he acted in good faith and in a manner he reasonably believed to be solely in
the best interests of the Participants and their beneficiaries, and with respect
to any criminal  action or  proceeding  had no  reasonable  cause to believe his
conduct was unlawful.  Such  indemnification  shall cover any and all attorneys'
fees and expenses,  judgments, fines and amounts paid in settlement, but only to
the extent that such amounts are not paid to such person(s)  under the Company's
fiduciary  insurance policy and to the extent that such amounts are actually and
reasonably incurred by such person(s).

          Section  11.05.  Non-Alienation.   Except  as  otherwise  provided  in
subsection (b) or under  applicable law, no right or interest of any Participant
or  Beneficiary  in the Plan and


                                       36

<PAGE>

the Trust  shall be  subject in any manner to  anticipation,  alienation,  sale,
transfer,  assignment,  pledge,  encumbrance,  charge, attachment,  garnishment,
execution,  levy,  bankruptcy,  or any other  disposition  of any  kind,  either
voluntary  or  involuntary,  prior to actual  receipt  of  payment by the person
entitled to such right or interest  under the  provisions  hereof,  and any such
disposition or attempted disposition shall be void.

          (b)  Notwithstanding  anything herein to the contrary,  the Plan shall
recognize and give effect to a qualified  domestic  relations order with respect
to child support,  alimony payments, or marital property rights if it determines
that such order meets the applicable  requirements of Code Section 414(p).  If a
qualified domestic  relations order directs or allows,  distribution may be made
to an  alternate  payee  designated  in such order at a time not  permitted  for
distribution  to the Participant  himself.  The  Administrative  Committee shall
establish  procedures  concerning the  notification of interested  parties,  the
determination of the validity of such orders, the determination of the source of
funds to be used to provide for distribution  pursuant to such orders,  and such
other issues as may be necessary  or  appropriate  to deal with such orders in a
uniform and nondiscriminatory manner.

          Section  11.06.  Facilitation  of Payment.In the event that any person
who is entitled to benefits  hereunder cannot be located despite  reasonable and
diligent  efforts to do so, then such person's  benefits shall be  automatically
forfeited as of the last day of the Plan Year next  following  the year in which
such benefits became payable;  provided,  however, in the event that such person
subsequently  makes a claim for such forfeited benefits prior to the termination
of the Plan, such benefits shall be reinstated.

          (b) In the  event the  Administrative  Committee  shall  find that any
Participant  to whom a benefit  is  payable  is  unable to care for his  affairs
because of illness or  accident,  any payment due (unless  prior claim  therefor
shall have been made by a duly qualified guardian or other legal representative)
may, in the sole discretion of the Administrative  Committee,  be deferred until
an  appropriate  legal  representative  is  appointed  or be paid to the spouse,
parent, brother or sister or other person deemed by the Administrative Committee
to have incurred  expenses for such Participant  otherwise  entitled to payment.
Any such payment shall be a payment for the account of the Participant and shall
be in  complete  satisfaction  and full  payment  of the  Participant's  Account
hereunder.  In  addition,  if any benefits  are  improperly  paid to the estate,
spouse,  parent,  brother  or  sister or other  person  for the  account  of the
Participant by reason of mistake of fact, any such payment shall be deemed (i) a
payment  for the  account of the  Participant  or his  Beneficiary,  and (ii) in
complete satisfaction and full payment of the Participant's Account hereunder.

          Section 11.07. Board Action. Any action which is required or permitted
to be taken by the Board under the Plan may be taken by the Executive  Committee
of the Board or any other authorized Committee of the Board.

          Section 11.08.  Transfers  from Other  Qualified  Plans.  There may be
transferred  to  and  deposited  with  the  Trustee  to be  held,  invested  and
distributed  in  accordance  with the  provisions of the Plan and as an integral
part of the assets held by the Trustee  thereunder,  assets subject to any other
defined contribution plan qualified under Code Section


                                       37

<PAGE>

401(a) and is merged into the Plan.  Such  transfer and merger shall be affected
on such other terms and conditions as may be determined by the Board.

          Section 11.09.  Mergers,  Consolidations and Transfers of Plan Assets.
In the case of any  merger  or  consolidation  with,  or  transfer  of assets or
liabilities to or from any other plan qualified under Code Section 401(a),  each
Employee in the Plan must be entitled (if the Plan then terminated) to receive a
benefit immediately after the merger, consolidation,  or transfer which is equal
to or  greater  than  the  benefit  he  would  have  been  entitled  to  receive
immediately before the merger, consolidation,  or transfer (if the Plan had then
terminated).

          (b) If a  Participant  in this Plan  transfers to  employment  with an
Employer in a capacity in which he is eligible to  participate  in another  plan
which utilizes the Trust,  then his interests in his Account under this Plan may
be  transferred  to such  other  plan  at the  direction  of the  Administrative
Committee,  provided  that such  transfer  does not result in a reduction of his
accrued  benefits or vesting  rights,  the  elimination  of any optional form of
benefits or the  reduction  or  elimination  of an early  retirement  benefit or
retirement-type subsidy.  Similarly, if a participant in another plan maintained
by an Employer which utilizes the Trust becomes  eligible to participate in this
Plan,  then his  interests in such other plan may be  transferred  to this Plan.
Notwithstanding  any  other  provision  of this  Plan,  in the  event  of such a
transfer to this Plan, the vested  interest in the portion of any  Participant's
Account  derived from  benefits  accrued  under such other plan shall not at any
time be less than it would  have been  under the terms of such plan as in effect
immediately prior to such transfer.

          Section  11.10.  Fiduciaries.  Any  person  may serve in more than one
fiduciary  capacity  with respect to the Plan.  Any fiduciary  hereunder,  as an
individual,  may employ such legal, actuarial,  accounting or other assistant he
may deem necessary to fulfill his obligations hereunder, which assistants may be
those consulted by any Employer, the Trustee, the Plan or other fiduciaries.

          Section  11.11.  Top-Heavy  Restrictions.  (a)  The  Plan  shall  be a
"Top-Heavy  Plan"  for any  Plan  Year if  either  of the  following  conditions
applies:

          (i)       The Top-Heavy Ratio for the Plan exceeds 60% and the Plan is
                    not part of any  Required  Aggregation  Group or  Permissive
                    Aggregation Group having a Top-Heavy Ratio of 60% or less.

          (ii)      The Plan is part of a Required  Aggregation  Group  having a
                    Top-Heavy  Ratio  which  exceeds  60%  and is not  part of a
                    Permissive Aggregation Group having a Top-Heavy Ratio of 60%
                    or less.

If the Plan is a Top-Heavy  Plan in any Plan Year the provisions of this Section
11.12 shall supersede any conflicting  provisions of the Plan. The provisions of
this  Section  11.12 are  intended  to  comply  with  Code  Section  416 and the
regulations  promulgated  thereunder.  If there is any  discrepancy  between the
provisions of this Section  11.12 and the  provisions of Code Section 416 or the
Income Tax Regulations  thereunder,  such  discrepancy  shall be


                                       38

<PAGE>

resolved by the  Administrative  Committee so as to comply with Code Section 416
and the regulations.

          (b) Solely for purposes of this  Section,  the  following  terms shall
have the meanings set forth below:

                    (i)       "Key  Employee"   means  any  employee  or  former
                              employee (and the  beneficiary  of such  employee)
                              whose  status  as  an  officer  or  owner  of  the
                              Employer  makes him a "key employee" as determined
                              in accordance with Code Section  416(i)(1) and the
                              regulations thereunder.

                    (ii)      "Determination  Date"  means  the  last day of the
                              preceding Plan Year.

                    (iii)     "Top-Heavy Ratio" means a fraction,  the numerator
                              of which is the sum of account  balances under any
                              defined   contribution  plans  maintained  by  the
                              Employer  for all Key  Employees  and the  present
                              value  of  accrued   benefits  under  any  defined
                              benefit  plans  maintained by the Employer for all
                              Key Employees and the  denominator of which is the
                              sum of the  account  balances  under such  defined
                              contribution  plans for all  Participants  and the
                              present  value  of  accrued  benefits  under  such
                              defined benefit plans for all  Participants.  Both
                              the  numerator  and  denominator  of the Top-Heavy
                              Ratio shall be adjusted for any distribution of an
                              account  balance or an accrued benefit made in the
                              5-year period ending on the Determination Date and
                              any   contribution   due  but  unpaid  as  of  the
                              Determination  Date.  For purposes of  calculating
                              the  Top-Heavy  Ratio,  (A) the  value of  account
                              balances and the present value of accrued benefits
                              shall  be   determined   as  of  the  most  recent
                              Valuation  Date that falls within or ends with the
                              12-month period ending on the  Determination  Date
                              and (B) the account balances and present values of
                              accrued benefits of a Participant who is not a Key
                              Employee  but  who was a Key  Employee  in a prior
                              year shall be disregarded.  The calculation of the
                              Top-Heavy   Ratio,   and  the   extent   to  which
                              distributions,  rollovers  and transfers are taken
                              into account, will be made in accordance with Code
                              Section 416 and the regulations  thereunder.  When
                              aggregating  plans,  the value of account balances
                              and  accrued  benefits  will  be  calculated  with
                              reference  to the  Determination  Dates  that fall
                              within the same calendar  year.  The present value
                              of accrued  benefits shall be determined  pursuant
                              to  Code  Section   416(g)  using  a  5%  interest
                              assumption and the UP-1984 Mortality Table.


                                       39

<PAGE>

                    (iv)      "Permissive  Aggregation Group" means the Required
                              Aggregation  Group of plans plus any other plan or
                              plans of the Employer which,  when considered as a
                              group with the Required  Aggregation  Group, would
                              continue  to  satisfy  the  requirements  of  Code
                              Sections 401(a)(4) and 410.

                    (v)       "Required   Aggregation   Group"  means  (A)  each
                              qualified  plan of the  Employer in which at least
                              one Key  Employee  participates  and (B) any other
                              qualified  plan of the  Employer  which  enables a
                              plan described in (i) to meet the  requirements of
                              Code Sections 401(a)(4) and 410.

                    (vi)      "Valuation  Date"  means  (A)  in  the  case  of a
                              defined  contribution plan, the Determination Date
                              and (B) in the case of a defined benefit plan, the
                              date  as  of  which   funding   calculations   are
                              generally  made within the 12-month  period ending
                              on the Determination Date.

                    (vii)     "Employer"  means the employer or employers  whose
                              employees  are  covered by this Plan and any other
                              employer  which must be  aggregated  with any such
                              employer under Code Section 414(b), (c) and (m).

          (c) If the Plan is a Top-Heavy  Plan for any Plan Year, a  Participant
who is a Non-Key  Employee  and who is employed on the last day of the Plan Year
will  receive an  allocation  of Matching  Contributions  equal to the lesser of
three percent (3%) of  compensation  (within the meaning of Code Section 415) or
the highest percentage of compensation  allocated to a Key Employee for the Plan
Year. In determining such minimum  contribution,  Pre-Tax  Contributions made on
behalf of a Non-Key Employee shall not be considered,  but Pre-Tax Contributions
made  on  behalf  of a  Key  Employee  shall  be  counted.  Notwithstanding  the
foregoing,  if the Employer also  maintains a defined  benefit plan which covers
the same Non-Key Employee, such Non-Key Employee will be entitled to the defined
benefit plan minimum and not the defined contribution plan minimum.

          (d) The  provisions  of this Section 11.12 are intended to comply with
Code Section 416 and the  regulations  promulgated  thereunder.  If there is any
discrepancy  between the  provisions of this Section 11.12 and the provisions of
Code  Section 416 or the Income Tax  Regulations  thereunder,  such  discrepancy
shall be  resolved  by the  Administrative  Committee  so as to comply with Code
Section 416 and the regulations.

          Section 11.12.  USERRA.  Notwithstanding  any provision of the Plan to
the  contrary,  contributions  and  service  credit  with  respect to  qualified
military service shall be provided in accordance with Code Section 414(u).


                                       40




                                                                      Exhibit 5A

                                  June 15, 2000


Visteon Corporation
5500 Auto Club Drive
Dearborn, MI  48126

Ladies & Gentlemen:

          This  will  refer  to the  Registration  Statement  on Form  S-8  (the
"Registration  Statement")  that is being  filed  by  Visteon  Corporation  (the
"Company")  with the  Securities  and  Exchange  Commission  (the  "Commission")
pursuant to the Securities Act of 1933, as amended (the "Securities  Act"), with
respect to 5,000,000  shares of Common Stock,  par value $1.00 per share, of the
Company ("Common Stock"), relating to the Company's Investment Plan for Salaried
Employees (the "Plan").

          As Secretary  and General  Counsel of the Company,  I am familiar with
the  Certificate  of  Incorporation  and the By-laws of the Company and with its
affairs, including the actions taken by the Company in connection with the Plan.
I also have examined such other  documents  and  instruments  and have made such
further  investigation  as I have deemed  necessary or appropriate in connection
with this opinion.

          Based upon the foregoing, it is my opinion that:

          1.  The  Company  is  duly  incorporated  and  validly  existing  as a
corporation under the laws of the State of Delaware.

          2. All necessary  corporate  proceedings  have been taken to authorize
the  issuance  of  the  shares  of  Common
  Stock  being  registered  under  the
Registration Statement, and all such shares of Common Stock acquired by Fidelity
Management  Trust  Company,  as trustee  under the Master Trust  Agreement to be
dated July,  2000  relating to the Plan (the "Master  Trust  Agreement")  and as
trustee under the Plan, in  accordance  with the Master Trust  Agreement and the
Plan,  will  be  legally  issued,   fully  paid  and  non-assessable   when  the
Registration  Statement  shall have become  effective and the Company shall have
received therefor the consideration  provided in the Plan (but not less than the
par value thereof).

          I hereby  consent  to the use of this  opinion  a  Exhibit  5.A to the
Registration  Statement. In giving this consent, I do not admit that I am in the
category of persons whose consent is required  under Section 7 of the Securities
Act or the Rules and Regulations of the Commission issued thereunder.

                                        Very truly yours,

                                        /s/ Stacy L. Fox

                                        Stacy L. Fox
                                        Senior Vice President, General Counsel
                                            and Secretary




                                                                      Exhibit 23


                       CONSENT OF INDEPENDENT ACCOUNTANTS
                       ----------------------------------


Re:  Visteon Corporation Registration Statement on Form S-8

We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement on Form S-8 for the Investment Plan for Salaried  Employees of Visteon
Corporation and Subsidiaries  (the "Company") of our report dated April 7, 2000,
except  as to  Note 1 for  which  the  date is June  1,  2000,  relating  to the
financial  statements which appears in the Company's  Registration  Statement on
Form S-1 (Registration No. 333-38388).



/s/ PricewaterhouseCoopers LLP

Detroit, Michigan
June 16, 2000