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 Hourly 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,      1,000,000
$1.00 par value     shares       $16.0625(2)    $16,062,500(2)     $4,240.50
--------------------------------------------------------------------------------
(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 Hourly  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.

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


                                      -2-

<PAGE>

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.

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 Hourly 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.


                                      -3-

<PAGE>

          (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  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.


                                      -4-

<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 
                                        Hourly 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 HOURLY EMPLOYEES


       Exhibit No.                  Exhibit

          (4)       The Visteon Investment Plan for Hourly 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)







                                                                       Exhibit 4



                        VISTEON CORPORATION SAVINGS PLAN
                                       FOR
                                HOURLY EMPLOYEES

                            (Effective July 1, 2000)


<PAGE>

                        VISTEON CORPORATION SAVINGS PLAN
                              FOR HOURLY EMPLOYEES

          This Plan has been  established by the Company to enable  Employees to
save and invest in a systematic  manner and to provide them with an  opportunity
to become stockholders of the Company.

I.   Definitions

     As   hereinafter used:

     1.   "Account"  shall mean, as appropriate,  any one of a Member's  Pre-Tax
          Savings Account, After-Tax Savings Account, or any combination of such
          accounts.

     2.   "After-Tax Savings Contributions" shall mean amounts contributed by an
          Employee to the Plan from the Employee's Wages, as provided in Section
          IV hereof.

     3.   "After-Tax  Savings  Account"  shall mean an Account of a Member under
          the Plan to which are credited  After-Tax  Contributions  made by such
          Employee and Earnings thereon.

     4.   "Bond Fund"  shall mean that  portion of the trust fund under the Plan
          consisting  of  investments  made by the  Trustee in  accordance  with
          Section 3 of Section XIII hereof.

     5.   "Bond Fund Units" shall mean the measure of a Member's interest in the
          Bond Fund as described in Section 3 of Section XIII hereof.

     6.   "Cash Value of Assets"  shall mean the value of the assets,  expressed
          in dollars,  in a Member's
 account under any investment election under
          the Plan or the  total  thereof,  as the case may be,  at the close of
          business on the date such cash value is to be determined.

     7.   "Collective Bargaining Agreement" shall mean the collective bargaining
          agreement in effect between the Company and the  International  Union,
          United  Automobile,  Aerospace and Agricultural  Implement  Workers of
          America, UAW.

     8.   "Committee"  shall mean the Committee  created by the Company pursuant
          to the provisions of Section XX hereof.

     9.   "Common  Stock Fund"  shall mean that  portion of the trust fund under
          the Plan  consisting of investments  made by the Trustee in accordance
          with Section 2 of Section XIII hereof.


                                      -2-

<PAGE>

     10.  "Common  Stock  Fund  Units"  shall  mean the  measure  of a  Member's
          interest in the Common Stock Fund as described in Section 2 of Section
          XIII hereof.

     11.  "Company" shall mean Visteon Corporation.

     12.  "Company Stock" shall mean common stock of the Company.

     13.  "Composite Quotation Listing" shall mean a composite listing of market
          prices of  securities  supplied by a reputable  financial  statistical
          service selected by the Trustee,  which listing includes the prices at
          which securities are traded on national  securities  exchanges located
          in the United States.

     14.  "Current  Market Value" shall mean,  with  reference to Company Stock,
          the closing  market price on the New York Stock Exchange on the day in
          question or, if no sales were made on that date, at the closing market
          price on the next preceding day on which sales were made.

     15.  "Earnings"  with  reference  to  Pre-Tax  Savings   Contributions  and
          After-Tax Savings  Contributions  ,shall mean earnings  resulting from
          the  investment and any  reinvestment  of such  contributions  and any
          increment  thereof and shall  include  interest,  dividends  and other
          distributions on such investments.

     16.  "Employee" shall mean each person who is employed at an hourly rate by
          a Participating Company and is enrolled on the active employment rolls
          of such Participating Company maintained in the United States.

     17.  "ERISA"  shall mean the  Employee  Retirement  Income  Security Act of
          1974, as amended.

     18.  "Member" shall mean and include (a) an Employee who shall have elected
          to  participate  in the  Plan  and,  in the case of an  Employee  of a
          Participating  Company,  shall have filed a Pre-Tax  Savings  Election
          then outstanding under the Plan, and (b) a person who has assets under
          the Plan.

     19.  "Participating  Company"  shall mean and  include the Company and each
          Subsidiary  of the Company that shall have elected to  participate  in
          the Plan with the consent of the Company.  "Subsidiary of the Company"
          shall mean a  domestic  corporation  not less than a  majority  of the
          voting stock of which is owned directly or indirectly by the Company.

     20.  "Performance  Bonus Payments" shall mean payments to Members  pursuant
          to the applicable provisions of the Collective Bargaining Agreement.

     21.  "Plan Year" shall mean the period beginning on July 1, 2000 and ending
          on December 31, 2000, and thereafter, the twelve-month period starting
          on the first day of the first pay period  beginning in a calendar year
          and ending on December 31 of that year.


                                      -3-

<PAGE>

     22.  "Pre-Tax  Savings Account" shall mean an account of a Member under the
          Plan to which are credited Pre-Tax Savings  Contributions on behalf of
          such Employee and Earnings thereon.

     23.  "Pre-Tax Savings Election" shall mean an agreement between an Employee
          and the  Participating  Company to have the Employee's wages or Profit
          Sharing  Distributions  reduced by an amount specified by the Employee
          and to have an  amount  equal  to such  reduction  contributed  by the
          Participating Company to the Plan on behalf of the Employee,  pursuant
          to Section 401(k) of the Internal Revenue Code and Section IV hereof.

     24.  "Pre-Tax Savings  Contributions" shall mean amounts contributed by the
          Company to the Plan on behalf of an  Employee,  pursuant  to a Pre-Tax
          Savings Election, as provided in Section IV hereof.

     25.  "Profit  Sharing  Distributions"  shall mean  amounts  distributed  to
          hourly  Employees  under  profit  sharing  plans  of  a  Participating
          Company.

     26.  "Subsidiary" or "Affiliate"  shall mean (a) all corporations  that are
          Members of a controlled  group of  corporations  within the meaning of
          Section  1563(a) of the  Internal  Revenue  Code  (determined  without
          regard to Section 1563(a)(4) and Section 1563(e)(3)(c) of the Internal
          Revenue  Code) and of which the  Company  is then a member and (b) all
          trades or businesses,  whether or not  incorporated,  that,  under the
          regulations  prescribed by the  Secretary of the Treasury  pursuant to
          Section  414(c) of the Internal  Revenue  Code,  are then under common
          control with the Company.

     27.  "Trustee" shall mean the trustee or trustees  appointed by the Company
          pursuant to the provisions of Section XVI hereof.

     28.  "Visteon  Stock Fund" shall mean that  portion of the trust fund under
          the Plan  consisting of investments  made by the Trustee in accordance
          with Section 1 of Section XIII hereof.

     29.  "Visteon  Stock  Fund  Units"  shall  mean the  measure  of a Member's
          interest  in the  Visteon  Stock  Fund as  described  in  Section 1 of
          Section XIII hereof.

     30.  "Wages"  shall mean the  regular  base pay for  straight  time  hours,
          including  holiday pay and vacation pay (including the related excused
          absence allowance), and incentive pay, bereavement pay, jury duty pay,
          and short-term military duty pay, and the straight time portion of any
          overtime  hours paid, up to a total of 40 hours in a week for all such
          payments,  cost of living allowance  applicable to the foregoing,  and
          Performance  Bonus  Payments to which an  Employee of a


                                      -4-

<PAGE>

          Participating  Company  is  entitled  prior to  giving  effect  to any
          Pre-Tax Savings election.  Performance Bonus Payments shall qualify as
          wages  irrespective of the 40 hour maximum.  "Wages" shall not include
          any other  category  of  compensation  (e.g.,  overtime  premium  pay,
          Saturday  and  Sunday  premium  pay,   cost-of-living   allowance  not
          applicable to the foregoing, call-in pay, shift premium pay, seven-day
          premium pay, holiday premium pay, grievance awards, moving allowances,
          supplemental   unemployment   benefit  payments  under  the  Company's
          Supplemental Unemployment Benefit Plan (including automatic short-week
          benefit  payments),  suggestion  awards,  tool allowances,  apprentice
          training  incentives,   the  cost  to  the  Participating  Company  of
          providing Group Life Insurance and Survivor  Income Benefit  coverages
          in excess of $50,000 (or any other imputed income as may be designated
          by law), pension or retirement plan payments,  any Christmas bonus, or
          any other special remuneration).

          In  addition,   wages  for  purposes  of  determining  the  amount  of
          contributions  that  may  be  made  to the  Plan  by  Employees  whose
          regularly  scheduled  hours  are less than 40 hours as a result of the
          establishment  of a  three-shift  operation at the  discretion  of the
          Company shall be determined by

          (i)  multiplying  the excess of 40 hours over the regularly  scheduled
               hours  by a rate  equal to the sum of the  regular  straight-time
               rate and the applicable cost-of- living allowance and

          (ii) adding thereto  straight-time  pay and applicable cost- of-living
               allowance for hours  worked,  up to a total of 40 hours in a week
               for all such payments.

          The  annual  compensation  of each  Employee  taken into  account  for
          determining all benefits provided under the Plan for any determination
          period shall not exceed the amount specified in Section  401(a)(17) of
          the Internal Revenue Code.

II.  Eligibility

     Except as hereinafter  provided,  each Employee of a Participating  Company
     shall be eligible for membership in the Plan and to make After-Tax  Savings
     Contributions  and to have Pre-Tax Savings  Contributions  made to the Plan
     three months after such Employee's initial date of hire (eligibility date).

     The  Company  may  in  its  discretion  determine,  in  the  event  of  the
     acquisition by a Participating  Company (by purchase,  merger or otherwise)
     of all or part of the assets of another corporation,  that the service of a
     person as an  Employee  of such  other  corporation  shall be  included  in
     ascertaining  whether he or she has had such service as required  above for
     eligibility,  provided  that he or she shall have  become an  Employee of a
     Participating Company in connection with such acquisition.


                                      -5-

<PAGE>

     Leased  employees are not considered  Employees and are therefore  excluded
     from  eligibility  for membership in the Plan.  The term "leased  employee"
     includes any person (other than an Employee of the Company) who pursuant to
     an  agreement   between  the  Company  and  any  other   person   ("leasing
     organization")  has performed  services for the Company (or for the Company
     and related persons  determined in accordance with Section 414(n)(6) of the
     Internal  Revenue Code) on a substantially  full time basis for a period of
     at least one year, and such services are performed under primary  direction
     or control by the Company. For purposes of this Paragraph, the term Company
     shall include the Company and its Subsidiaries.

III. Membership

     Membership of any Employee in the Plan shall be entirely  voluntary  except
     as otherwise provided in Section XXVI hereof.

     An eligible  Employee may elect membership in the Plan as of any pay period
     commencing after such Employee's  eligibility date or as of the date of any
     Profit  Sharing   Distribution  by  delivering  a  notice  of  election  to
     participate  and a Pre-Tax  Savings  Election in accordance with Section IV
     hereunder.

     A newly-hired  Employee of a Participating  Company may elect membership in
     the Plan prior to the date on which such Employee  would  otherwise  become
     eligible  for  membership  in the Plan for the limited  purpose of making a
     rollover contribution to the Plan as hereinafter provided.

IV.  Contributions

     1.   Pre-Tax Savings Contributions

          Each eligible  Employee,  by making a Pre-Tax Savings Election in such
          form  and in  such  manner  and at  such  time  as the  Committee  may
          prescribe,  may  elect to have  contributed  to the Plan on his or her
          behalf

          (a)  for each pay  period,  a  Pre-Tax  Savings  Contribution  in such
               amount as he or she may  authorize at a rate of not less than one
               percent nor more than  twenty-five  (25) percent  thereafter,  in
               increments  of one  percent,  of his or her  Wages  for  such pay
               period,  such  amounts to be  rounded  down to the  nearest  full
               dollar, and

          (b)  for  each  Profit  Sharing   Distribution,   a  Pre-Tax   Savings
               Contribution  in such amount as he or she may authorize at a rate
               of not  less  than one  percent  nor more  than 100  percent,  in
               increments of one percent, of such Profit Sharing Distribution.


                                      -6-

<PAGE>

               Subject to the foregoing  provisions of this Section IV, the rate
               of Pre-Tax Savings Contributions with respect to Wages authorized
               by the Employee may be decreased,  increased or stopped by him or
               her by delivering  notice of such change in such form and in such
               manner and at such time as the  Committee  shall  specify.  If an
               Employee  shall  become   ineligible  to  have  Pre-Tax   Savings
               Contributions  made  to the  Plan,  his or  her  Pre-Tax  Savings
               Election  shall  terminate  forthwith.  If  the  Pre-Tax  Savings
               Election  of an Employee  shall  terminate  for any  reason,  the
               Employee thereafter may, subject to the eligibility provisions of
               the Plan,  resume the making of Pre-Tax Savings  Contributions to
               the Plan,  as of the first day of any pay period by giving notice
               in such form and in such manner and at such time as the Committee
               shall specify.

               The Company shall contribute to the Plan each pay period,  out of
               current or accumulated  earnings and profits,  an amount equal to
               the aggregate of the amounts of Pre-Tax Savings  Contributions to
               be contributed by the Company on behalf of Employees  pursuant to
               such Employees' elections with respect to such pay period.

          2.   After Tax Savings Contributions

               In  lieu  of all or part of the  contributions  an  Employee  may
               authorize in accordance with Section 1 of Section IV, an Employee
               may elect in the manner prescribed by the Committee to contribute
               an  equivalent  amount to the Plan on an  after-tax  basis.  Such
               contributions  shall be  allocated  to the  Employee's  After-Tax
               Savings Account.

               The Committee may require  Employees of a  Participating  Company
               who elect to make After-Tax Savings  Contributions to the Plan to
               contribute  by payroll  deductions or by such other method as the
               Committee  may  designate.  If the  Committee  shall  designate a
               method other than payroll  deductions,  the Committee shall adopt
               rules applying, as nearly as practicable,  the provisions of this
               Section IV  relating  to  payroll  deductions  to such  method of
               making After-Tax Savings Contributions.

     3.   Limitation on Contributions

          (a)  Definitions. As hereinafter used in this Section IV:

               "Average  Pre-Tax  Savings  Contribution  Percentage"  means  the
               average of the Pre-Tax  Savings  Contribution  percentages of the
               eligible Employees in a group.

               "Pre-Tax  Savings   Contribution   Percentage"  means  the  ratio
               (expressed  as a  percentage)  of Pre-Tax  Savings  Contributions
               under the Plan on behalf of the eligible Employee for the year to
               the eligible Employee's compensation for the year. "Compensation"
               for this purpose  means


                                      -7-

<PAGE>

               compensation  paid by the Company to the Employee during the year
               which is required to be reported as wages on the Employee's  Form
               W-2, plus Pre-Tax Savings Contributions. The determination of the
               Pre-Tax  Savings  Contribution  percentage  and the  treatment of
               Pre-Tax   Savings   Contributions   shall   satisfy   such  other
               requirements  as  may  be  prescribed  by  the  Secretary  of the
               Treasury pursuant to the Internal Revenue Code.

               The Pre-Tax  Savings  Contribution  percentage  for any  eligible
               Employee  who is a highly  compensated  Employee for the year and
               who is eligible to have Pre-Tax Savings  Contributions  allocated
               to his  account  under two or more  plans  described  in  Section
               40l(a) of the Internal Revenue Code or arrangements  described in
               Section  40l(k) of the Internal  Revenue Code that are maintained
               by the Company or an Affiliate shall be determined as if all such
               contributions were made under a single plan.

               "Average After-Tax Contribution  percentage" means the average of
               the After-Tax  Savings  Contribution  percentages of the eligible
               Employee's in a group.

               "After-Tax Contribution percentage" means the ratio (expressed as
               a percentage) of After-Tax Savings  Contributions  under the Plan
               on behalf of the  eligible  Employee for the year to the eligible
               Employee's  compensation  for the year.  "Compensation"  for this
               purpose  means  compensation  paid by the Company to the Employee
               during the year which is  required to be reported as wages on the
               Employee's  Form W-2,  plus Pre-Tax  Savings  Contributions.  The
               determination  of the After-Tax  Contribution  percentage and the
               treatment of After-Tax Savings  Contributions  shall satisfy such
               other  requirements  as may be prescribed by the Secretary of the
               Treasury  pursuant to the Internal  Revenue  Code.  The After-Tax
               Contribution Percentage for any eligible Employee who is a Highly
               compensated  Employee  for the year and who is  eligible  to make
               After-Tax Savings  Contributions to his or her accounts under two
               or more plans described in Section 401(a) of the Internal Revenue
               Code or arrangements  described in Section 401(m) of the Internal
               Revenue Code that are  maintained  by the Company or an Affiliate
               shall be determined as if all such  contributions were made under
               a single plan.

               The  term"   highly   compensated   Employee"   includes   highly
               compensated   active  Employees  and  highly  compensated  former
               Employees.

               A highly  compensated  active Employee  includes any Employee who
               performs  service for the  Company  and who,  (i) was a 5 percent
               owner at any time  during  the  look-back  year or  determination
               year,  which terms are defined  below,  or (ii) for the look-back
               year, received compensation from the Company in excess of $80,000
               (as adjusted  pursuant to the


                                      -8-

<PAGE>

               Internal  Revenue  Code)  and,  if the  Company so elects for the
               look-back  year,  was in the top-paid group of Employees for such
               look-back year.

               For this purpose,  the determination year shall be the Plan Year.
               The look-back year shall be the twelve-month  period  immediately
               preceding the determination year.

               A highly  compensated  former Employee  includes any Employee who
               separated from service (or was deemed to have separated) prior to
               the  determination  year,  performs  no service  for the  Company
               during  the  determination  year,  and was a  highly  compensated
               active   Employee   for  either  the   separation   year  or  any
               determination  year  ending  on  or  after  the  Employee's  55th
               birthday.

               The  determination  of  who  is a  highly  compensated  Employee,
               including  the  determinations  of the  number  and  identity  of
               Employees in the top-paid  group,  and the  compensation  that is
               considered,  will be made in  accordance  with Section 414 (q) of
               the Internal  Revenue Code and the  regulations  thereunder.  For
               this purpose,  "compensation"  shall mean compensation as defined
               in Section 415(c)(3) of the Internal revenue Code.

          (b)  Limits on Pre-Tax Savings Contributions

               The total amount of Pre-Tax Savings Contributions allowable under
               Pre-Tax Savings Elections for any Employee for any year beginning
               shall not exceed the lesser of the  maximum  allowed by  Sections
               401(a)(30)  and 402(g) of the Internal  Revenue Code as from time
               to time in effect or as provided by any successor provisions;  or
               2) twenty-five  (25) percent  thereafter of the Employee's  Wages
               for  that  year  plus  100   percent   of  the   Profit   Sharing
               Distributions payable to the Employee during that year.

          (c)  Limitations on Pre-Tax Savings Contributions Applicable to Highly
               Compensated Employees

               For each  Employee who is a highly  compensated  Employee for the
               year the total amount of Pre-Tax Savings Contributions  available
               shall not exceed the percent of the  Employee's  Wages and Profit
               Sharing  Distributions for the year determined as follows.  There
               first shall be determined,  under the following table, an average
               allowable Pre-Tax savings percentage,  for the eligible Employees
               who are not highly compensated Employees for the year as a group.


                                      -9-

<PAGE>

          If the average of the actual Pre-Tax Savings Contribution  percentages
          of eligible Employees who are not highly compensated Employees for the
          preceding  Plan  Year (or if the  Company  elects in  accordance  with
          Section  401(k)(3)(A)  of the Internal  Revenue Code,  including  such
          changes in election as may be permitted by the  Secretary of Treasury,
          the current Plan Year) is:

          The allowable  average  Pre-Tax  Savings  Contribution  percentage for
          eligible  Employees  who are highly  compensated  Employees  shall not
          exceed:

          (a)  2% or less

          (a)  2.0 times the average of the actual Pre-Tax  savings  percentages
               for eligible Employees who are not highly compensated Employees.

          (b)  over 2% but not more than 8%

          (b)  2.0 percentage  points added to the average of the actual Pre-Tax
               savings  percentages  for eligible  Employees  who are not highly
               compensated Employees.

          (c)  more than 8%

          (c)  1.25 times the average of the  Pre-Tax  savings  percentages  for
               eligible Employees who are not highly  compensated  Employees or,
               in any case,  such lesser amount as the Secretary of the Treasury
               shall  prescribe to prevent the multiple use of parts (a) and (b)
               of  this  limitation  with  respect  to  any  highly  compensated
               Employee.

          (d)  Limitations  on After-Tax  Savings  Contributions  Applicable  to
               Highly Compensated Employees.

               The After-Tax  Contribution  percentage for any eligible Employee
               who is a  highly  compensated  Employee  for the  year  shall  be
               limited to the extent required under the following tables:


                                      -10-

<PAGE>

                  After-Tax Contribution Percentage Limitation

          If the Average of the actual  After-Tax  Contribution  percentages  of
          eligible  Employees who are not highly  compensated  Employees for the
          preceding  Plan  Year (or if the  Company  elects in  accordance  with
          Section  401(m)(2)(A)  of the Internal  Revenue Code,  including  such
          changes in election as may be permitted by the  Secretary of Treasury,
          the current Plan Year) is:

          The  allowable  Average  After-Tax-  Contribution  percentage  for the
          current Plan Year for eligible  Employees  who are highly  compensated
          Employees shall not exceed:


          (a)  2% or less

          (a)  2.0  times  the  average  of the  actual  After-Tax  Contribution
               percentages for eligible Employees who are not highly compensated
               Employees.

          (b)  over 2% but not more than 8%

          (b)  2.0  percentage  points  added  to  the  average  of  the  actual
               After-Tax Contribution percentages for eligible Employees who are
               not highly compensated Employees.

          (c)  more than 8%

          (c)  1.25 multiplied by the Average After-Tax Contribution  percentage
               for eligible Employees who are not highly  compensated  Employees
               or, in any case,  such  lesser  amount  as the  Secretary  of the
               Treasury shall prescribe to prevent the multiple use of parts (a)
               and (b) of this limitation with respect to any highly compensated
               Employee.


          (e)  Committee Actions to Limit Contributions

               The Committee  shall,  to the extent  necessary to conform to the
               foregoing limitations,  reduce the amounts of allowable After-Tax
               Savings  Contributions and Tax Efficient  Savings  Contributions,
               respectively,  for


                                      -11-

<PAGE>

               the year with  respect to any or all eligible  Employees  who are
               highly  compensated   Employees.   Any  such  reductions  by  the
               Committee shall be made in such manner as the Committee from time
               to time may  prescribe.  For purposes of this  section,  the Plan
               shall satisfy the  requirements of Sections  401(k)(3) and 401(m)
               of  the  Code  and  Treas.   Reg.   Sections   1.401(k)-1(b)  and
               1.401(m)-1.

     4.   Return of Contributions in Excess of Limitations

          Subject to such  regulations  as the  Committee  from time to time may
          prescribe,  a Member whose Pre-Tax Savings  Contributions to this Plan
          and similar  contributions to all other plans in which the Member is a
          participant   exceed   the   limit  of   $7,000   multiplied   by  the
          cost-of-living  adjustment  factor  prescribed by the Secretary of the
          Treasury  for any year may request  and receive  return of such excess
          Pre-Tax Savings  Contributions to this Plan for such year and Earnings
          thereon by submitting a request for return of such excess in this Plan
          to the Committee in such form as shall be acceptable to the Committee.
          Such  amounts  shall be returned to such Member no later than April l5
          of the year following the year in which the  contributions  were made,
          to Members who submit such requests to the Committee no later than the
          immediately preceding March l.

          Pre-Tax Savings  Contributions  and Earnings  thereon in excess of the
          limitations  in this Section IV  applicable to such  contributions  by
          Employees   shall  be  returned  to  Members  on  whose   behalf  such
          contributions  were made for the preceding Plan Year at such times and
          upon such terms as the  Committee  shall  prescribe.  Income on excess
          contributions  shall be  allocated  in the same  manner that income is
          allocated to Members'  accounts  during the Plan Year, and such method
          will be used  consistently for all affected  Members.  Notwithstanding
          the foregoing  provisions,  excess Pre-Tax Savings  Contributions  and
          Earnings  thereon  shall be  returned  on the  basis of the  amount of
          contributions  by or on behalf of  Members  as  provided  in  Sections
          401(k)(8)(C) of the Code.

     5.   Rollover Contributions

          A  newly-hired   Employee  of  a  Participating   Company  who  elects
          membership  in the  Plan in  accordance  with  Section  III may make a
          rollover  contribution,  as permitted  under Section  402(a)(5) of the
          Internal  Revenue Code, to the Plan in cash in an amount not exceeding
          the total amount of taxable proceeds distributed to such Employee by a
          similar qualified plan maintained by his or her immediately  preceding
          former  employer.  The  rollover  contribution  must  be  made  by the
          Employee  within 60 days following the receipt by the Employee of such
          distribution from such former employer's plan. Rollover  contributions
          shall be invested in accordance  with the provisions of Section VII as
          the Employee shall elect.


                                      -12-

<PAGE>

          A Member of the Plan who is reinstated  following  qualified  military
          service,   as  defined  in  the  Uniformed  Services   Employment  and
          Reemployment  Rights Act, may elect to have  contributions made to the
          Plan from such Member's Wages paid  following such qualified  military
          service that shall be  attributable to the period  contributions  were
          not  otherwise  permitted  due to military  service.  Such  additional
          contributions shall be based on the amount of Wages and Profit Sharing
          Distributions  that the Member  would have  received  but for military
          service and shall be subject to the  provisions  of the Plan in effect
          during the applicable period of military service.  Such  contributions
          shall be made during the period beginning upon reemployment  following
          military  service  and  ending at the lesser of (i) five years or (ii)
          the Member's  period of military  service  multiplied  by three.  Such
          additional  contributions  shall not be taken into account in the year
          in which they are made for purposes of any  limitation or  requirement
          identified in Section 414(u)(1) of the Internal Revenue code provided,
          however,   that  such  contributions,   when  added  to  contributions
          previously  made,  shall not  exceed the  applicable  limits in effect
          during the period of military  service if the Member had  continued to
          be employed by the Company  during such period.  Further,  payments on
          any loan or loans  outstanding  during the period of military  service
          shall  be  extended  for a  period  of time  equal  to the  period  of
          qualified military service.

     6.   Recovery of Contributions

          The  Company  may  recover,   without  interest,  the  amount  of  its
          contributions made on account of a mistake in fact, provided that such
          recovery is made within one year after the date of such  contribution.
          Any recovery by the Company of its contributions to the Plan shall not
          exceed the value at the time of recovery of assets  acquired  with the
          Company's contributions and Earnings thereon.

          In the even the deduction of the  contribution  made by the Company is
          disallowed  under  Section  404 of the  Internal  Revenue  Code,  such
          contribution  (to  the  extent  disallowed)  must be  returned  to the
          Company within one year of the disallowance of the deduction.

V.   Member's Account in Trust Fund

     As soon as  practicable  after  each pay  period but in any event not later
     than 15 days after the month of payment of wages for such pay  period,  the
     Company  shall pay to the  Trustee (a) the  Pre-Tax  Savings and  After-Tax
     Savings  Contributions for such period,  and (b) the amounts of payments by
     Members with respect to loans and interest  thereon  pursuant to Section XI
     hereof. Upon receipt of such payments by the Trustee,  the aggregate amount
     of such payments (and  earnings  thereon,  as from time to time received by
     the Trustee) shall be credited to the  respective  accounts of the Members,
     and the Trustee  shall hold,  invest and dispose of the same as provided in
     the Plan.


                                      -13-

<PAGE>

     The  corpus or income of the trust may not be  diverted  to or used for any
     purpose  other  than  the  exclusive   benefit  of  the  Members  or  their
     beneficiaries.

VI.  Vesting

     The assets  credited  to a Member's  account  shall be fully  vested and no
     portion  of such  account  shall be subject  to  forfeiture  for any reason
     whatsoever.

VII. Member's Election as to Investment of Funds

     Pre-Tax  Savings and After-Tax  Savings  Contributions  made on behalf of a
     Member  shall be invested  as the Member  shall elect in one or more of the
     Visteon  Stock  Fund,  the  Common  Stock  Fund,  the Bond  Fund,  Fund any
     regulated  investment companies (mutual funds) from time to time authorized
     by the  Committee.  provided that the amount  contributed to any investment
     election  shall  be at  least  five  percent  of  the  amount  contributed;
     contributions  in excess of five percent shall be made in increments of one
     percent.

     A prospectus for any of the mutual funds shall be delivered promptly to any
     Employee upon request of such Employee.

     The Committee may in its  discretion  make  additions to or deletions  with
     respect to the number of additional  mutual funds  available for investment
     under the Plan.

     A Member's  investment  election hereunder shall be confirmed on his or her
     Confirmation Statement.  Each investment election hereunder with respect to
     Wages  shall  remain in effect  until  changed  by the  Member,  and may be
     changed  effective  for any pay period in respect  of Pre-Tax  Savings  and
     After-Tax Savings  Contributions  made thereafter by delivering a notice in
     such  form  and in such  manner  and at such  time as the  Committee  shall
     specify.   Profit  Sharing   Distributions   that  Members  elect  to  have
     contributed  to the Plan shall be  invested in  accordance  with a Member's
     election in effect with respect to weekly wages at the time Profit  Sharing
     Distributions  are  contributed to the Plan or, if the Member does not have
     in effect such an election with respect to weekly wages, in accordance with
     the Member's  latest  election or, in the absence of any such election,  in
     the Managed Income Portfolio II.

VIII. Transfer of Assets to Other Investment Elections

     Any Member may elect,  at such times,  in such  manner,  to such extent and
     with  respect  to such  assets  as the  Committee  from  time  to time  may
     determine,  to have the value of all or part of the assets  invested in any
     investment  election under the Plan in such Member's account transferred by
     being invested in such account in such other of the ways in which After-Tax
     Savings  Contributions  and Pre-Tax Savings  Contributions  may be invested
     pursuant to this Section VIII as the Member shall elect; provided, however,
     that:


                                      -14-

<PAGE>

     (a)  a  Member  may  make  one (1) or more  such  transfer  elections  each
          business day;

     (b)  a Member may make such transfer elections in either a dollar amount or
          a percentage of the amount invested in such  investment  election from
          which such transfer is elected, in increments of one percent, provided
          that the amount transferred is at least the greater of five percent of
          the value of the assets in the investment election from which transfer
          is elected or $250.00,  or, if the amount  invested in the  investment
          election  from which  transfer  is elected is less than  $250.00,  the
          entire value of the assets  invested in the  investment  election from
          which transfer is elected; and

     (c)  all such transfer elections shall be subject to such other regulations
          as the Committee may prescribe, which may specify, among other things,
          application  procedures,  minimum  and  maximum  amounts  that  may be
          transferred,  procedures  for  determining  the value of  assets,  the
          subject of a transfer  election  and other  matters  which may include
          conditions or restrictions applicable to transfer elections.

IX.  Investment of Dividends, Interest, Etc.

     Cash dividends,  interest,  and the cash proceeds of any other distribution
     in respect of any  investment  funds  available  under this Plan,  shall be
     invested in the respective Funds giving rise to the same;  except that, all
     or a portion of cash  dividends  paid on Company  Stock held in the Visteon
     Stock  Fund shall be  distributed  in  accordance  with the  provisions  of
     Section X to Members who have  elected to invest in the Visteon  Stock Fund
     unless such Members elect not to receive such dividends.  Cash dividends on
     Company Stock in the Visteon Stock Fund that are not distributed to Members
     shall be invested on behalf of the Members  entitled thereto in the Visteon
     Stock Fund through the purchase of additional Visteon Stock Fund Units.

X.   Distribution of Assets

     Distribution  of all assets in a Member's  account shall be governed by the
     following provisions:

     1.   Termination of Employment

          In the case of a Member's  termination  of  employment  for any reason
          (whether  voluntary or by discharge,  with or without cause), the Cash
          Value of Assets in his or her account shall be delivered to the Member
          as soon as practicable after the earliest of


                                      -15-

<PAGE>

          (i)  receipt of a request  for  distribution  made by the Member at or
               after termination of employment in accordance with the provisions
               of Section XII,

          (ii) in the case of a Member who has terminated  employment,  attained
               age sixty-five  (65),  and requested a  distribution  of the Cash
               Value of Assets in his or her account,  provided that the request
               for distribution is received by the end of the Plan Year in which
               the Member attains age sixty-five (65), the distribution shall be
               made no later  than the 60th day after the close of the Plan Year
               in which such Member attains age sixty-five (65),

          (iii)attainment  of age  seventy  and one half (70 1/2) in which event
               distribution  of the Cash  Value of Assets in his or her  account
               shall begin not later than April 1 of the calendar year following
               the calendar year in which the Member attains age seventy and one
               half  (70-1/2)  and shall be made over a period of  fifteen  (15)
               years or, if the Member so elects, over the life of the Member or
               the lives of the Member and the  Member's  beneficiary  under the
               Plan  (including the Member's  spouse) in accordance with Section
               401(a)(9)  of the  Internal  Revenue  Code and  with  regulations
               prescribed  by the  Secretary  of  the  Treasury  thereunder  and
               subject to such regulations as the Committee may prescribe, or

          (iv) at  termination of employment if the value of the account is less
               than $5,000 (determined within 90 days after termination) and was
               less than $5,000 on the effective date of any prior withdrawal or
               distribution from such Member's account.

     2.   Dividends on Company Stock in the Visteon Stock Fund

          All or a portion of cash  dividends paid on shares of Company Stock in
          the Visteon Stock Fund shall be distributed proportionately to Members
          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 Members who do not reject  distribution  shall
          equal the lesser of (i) the total of such dividends, or (ii) the total
          amount of 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 Members who do not reject  such  distribution  to the
          number of Visteon  Stock Fund units in the  accounts  of all  Members,
          such  determination  to be made as of the dividend  record  date.  The
          amount of such  dividends that shall be distributed to each Member who
          has not rejected such distribution  shall be equal to the total amount
          of dividends to be  distributed  multiplied by the ratio of the number
          of Visteon Stock Fund units in the account of such Member to the total
          number of Visteon  Stock Fund units in the accounts


                                      -16-

<PAGE>

          of all Members who have not rejected such distribution, all determined
          as of the end of each  business  day that is a trading  day of the New
          York Stock Exchange.

          The  Committee  shall from time to time  determine the manner in which
          Members shall be provided an  opportunity  to reject  distribution  of
          Company Stock  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.

          A Member to whom such dividends  would  otherwise be  distributed  may
          reject  such  distribution  in such  manner  and at  such  time as the
          Committee shall determine.

     3.   Death of a Member

          In the event of death of a Member,  distribution shall be made to such
          Member's  beneficiaries  hereunder as soon as practicable after notice
          of such Member's death is received by the Company.

          Notwithstanding the provisions of the immediately  preceding sentence,
          (a) if a Member's beneficiary is the Member's surviving spouse, if the
          Member has elected a distribution  schedule which had commenced by the
          Member's date of death, the Member's account shall continue to be paid
          to the surviving  spouse pursuant to such schedule or, at the spouse's
          election at any time,  in a lump sum, and (b) if  distribution  of the
          Member's  account has not  commenced as of the Member's date of death,
          the  surviving   spouse  shall,   for  purposes  of  the  distribution
          requirements  and options under the Plan,  be deemed a Member;  except
          that the  surviving  spouse  shall be deemed to attain age seventy and
          one half (70-1/2) on the date the Member would have attained such age.

          Assets  held for the  benefit  of an  alternate  payee  pursuant  to a
          qualified domestic relations order as defined by section 414(p) of the
          Internal  Revenue  Code of 1986 and  section  206(d) of ERISA shall be
          distributed  prior to the date on which assets would be distributed to
          a Member if such order so requires  provided that such order  requires
          distribution  of all assets  held for the  benefit  of such  alternate
          payee.

     4.   Miscellaneous

          For  purposes  of any  distribution  of assets in a  Member's  account
          pursuant  to this  Section  X, the Cash  Value of Assets in his or her
          account  shall be  reduced  by the  balance  of any loan  made to such
          Member as provided in Section XI hereof and  interest  thereon that is
          unpaid at the  effective  date of such  distribution.  Subject  to the
          provisions of Section XVII hereof,  and subject to such regulations as
          the Committee  from time to time may prescribe,  a Member


                                      -17-

<PAGE>

          receiving a  distribution  pursuant  to this  Section X may direct the
          Trustee  to make  distribution  of the Cash  Value of  Assets  in such
          Member's  Visteon  Stock Fund  account in the form of whole  shares of
          Company Stock and cash for any fraction of a share,  such distribution
          to be at a price  per  share  equal  to the  current  market  value of
          Company Stock on the effective date of the distribution. The Member so
          directing the Trustee shall pay all applicable transfer taxes incident
          to the  distribution  of such  shares by the  Trustee,  and the amount
          thereof  may be deducted  from the payment  made by the Trustee to the
          Member.

          In the event that  distribution  to a Member or his or her beneficiary
          or  beneficiaries  cannot be made  because the identity or location of
          such Member or such beneficiary or beneficiaries  cannot be determined
          after  reasonable  efforts and if the assets in such Member's  account
          for that reason  remain  undistributed  for a period of one year,  the
          Committee may direct that the assets in such Member's account shall be
          forfeited and all liability  for the payment  thereof shall  terminate
          provided,  however, that in the event that the identity or location of
          the Member or beneficiary is subsequently determined, the value of the
          assets in such  Member's  account at the date of  forfeiture  shall be
          paid by the Company to such  person in a single sum.  The value of the
          assets so  forfeited  shall be  applied,  as soon as  practicable,  to
          reimburse the Company for its expense in  administering  the Plan. For
          such purposes,  the value of the assets in such Member's account shall
          be determined as of the date of the forfeiture.

     5.   Rollovers

          A Member who would otherwise  receive a distribution may elect to have
          the Trustee  transfer  directly to an  Individual  Retirement  Account
          ("IRA")  of the  Member  or to  another  employer's  plan in which the
          Member is a  participant  all or part of the  assets  included  in the
          distribution,  including  Company  Stock,  except  (i) a  distribution
          required to be made to a Member who has  attained  age seventy and one
          half (70 1/2) to satisfy  the  minimum  distribution  requirements  of
          section  401(a)(9) of the Internal  Revenue Code,  (ii) the portion of
          the distribution  that constitutes a return of the Member's  After-Tax
          Contributions,  and (iii) a hardship withdrawal. Any transfer shall be
          subject to such  regulations  as the  Committee  from time to time may
          prescribe. The Member shall designate the IRA or other employer's plan
          to which  assets  are to be  transferred  and  transfer  shall be made
          subject to acceptance by the transferee plan or IRA.

     6.   If the  Committee  shall find that any  person to whom any  payment is
          payable  from the  Plan is  unable  to care  for  this or her  affairs
          because  of  illness,  accident,  or  disability,  or is a minor,  any
          payment due may be paid to the spouse,  child, a parent,  or a brother
          or sister,  or to any person  deemed by the Committee to have incurred
          expense for such person otherwise  entitled to payment (unless a prior
          claim  therefor  shall  have been made by a duly  appointed  guardian,
          committee or other legal  representative).  In addition, the Committee


                                      -18-

<PAGE>

          may make  distributions  on  behalf  of  minors  to  parties  it deems
          appropriate under any Uniform Transfer to Minors Act. Any such payment
          shall be a complete discharge of the liabilities of the Plan therefor.

XI.  Borrowings   with  Respect  to  Assets   Attributable  to  Pre-Tax  Savings
     Contributions

     Subject  to such  regulations  as the  Committee  from  time  to  time  may
     prescribe,  a Member prior to  termination  of employment may apply for and
     receive a loan from the Plan  provided that the aggregate of all such loans
     does not exceed the lesser of

          (i)  fifty  percent  (50%) of the Cash  Value of Assets at the time of
               any such loan in his or her account but not more than $50,000; or

          (ii) $50,000 reduced by the difference  between such Member's  highest
               loan balance under all plans of the Company and its  subsidiaries
               during  the  previous  12 months  (ending  on the day  before the
               effective date of such loan from the Plan) and such Member's loan
               balance on the effective date of such loan.

     The Member may designate the assets to be used to provide the amount of the
     loan or, if the Member so elects,  such loan shall be made  proportionately
     from each  investment in such  Member's  account under the Plan. No loan of
     less than $1,000 shall be made. All loans from all plans of the Company and
     other Members of a group of employers described in Sections 414(b), 414(c),
     414(m) and 414(o) of the Internal  Revenue Code are aggregated for purposes
     of the above limitation in Paragraph (ii).

     All such  loans  shall (i) be  available  to all  Members  on a  reasonably
     equivalent  basis,  (ii) be adequately  secured and (iii) bear a reasonable
     rate of  interest  and be  subject to such  other  requirements,  including
     repayment  terms,  as the  Committee  from  time  to  time  may  prescribe,
     provided,  however,  that (a) the  entire  amount  of any such loan and all
     amounts of related  interest must be repaid not later than 60 months or, in
     the case of a loan made for the Member to buy or  construct  the  principal
     residence of the Member,  120 months (or, when permitted by law, such later
     date as the Committee may  determine)  after the month in which the loan is
     effective  and (b)  repayments  shall be made by a  Member  from his or her
     wages by payroll  deductions  or in such other manner as the  Committee may
     prescribe.  In no event shall the  repayment be made less  frequently  than
     once per calendar quarter. The Committee shall determine a rate of interest
     such that the Plan is provided with a return commensurate with the interest
     rates  charged by persons in the business of lending  money for loans which
     would be made under  similar  circumstances.  Any loan to a Member shall be
     secured by such Member's interest in the Plan. All such requirements  shall
     be applicable on a uniform and non-discriminatory  basis to all Members who
     may apply for such loans.

     Amounts paid by a Member,  including interest payments, with respect to any
     such loan shall be credited to a loan subaccount in such Member's  account.
     Loan  repayments,


                                      -19-

<PAGE>

     including  interest,  shall be invested in the latest investment  elections
     made by the Member with respect to weekly  contributions or, in the absence
     of such  election,  in the  Managed  Income  Portfolio  II until the Member
     elects to have such assets transferred.

XII. Withdrawal of Assets

     Prior to  termination  of  employment  a Member  shall not be  permitted to
     withdraw  all or any  portion of the Cash  Value of Assets in the  Member's
     account; provided,  however, that such withdrawal shall be permitted (i) at
     any time after the Member shall have attained age  fifty-nine  and one half
     (59-1/2) or (ii) prior to attaining age  fifty-nine  and one half (59-1/2),
     if withdrawal  (i) is made on account of an immediate  and heavy  financial
     need of the Member and (ii) is necessary to satisfy such financial need.

     At any time or from time to time  prior to  termination  of  employment,  a
     Member may  withdraw  all or part of the Cash Value of Assets in his or her
     After-Tax  Savings  Account that are  attributable  to his or her After-Tax
     Savings Contributions and Earnings thereon.

     At any time after the Member shall have  terminated  employment or attained
     age fifty-nine and one half (59 1/2), a Member may elect to withdraw all or
     part of the Cash Value of Assets in such Member's account as the Member may
     specify. In addition, a Member may elect to make a systematic withdrawal of
     the Cash Value of Assets in such  Member's  account in monthly,  quarterly,
     semi-annual or annual  installments  over such period of time as the Member
     shall specify.  Each such  installment  shall be paid in an amount equal to
     the Cash Value of Assets in such Member's  account at the effective date of
     each 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 Member. The cash value of each such installment
     in a systematic withdrawal shall be withdrawn  proportionately from each of
     the  investments  which  the  Member  has  elected  under  the  Plan at the
     effective  date of each such  installment.  The effective date of each such
     installment  shall be selected by the Committee and communicated to Members
     of the Plan. Such systematic  withdrawals  shall be subject to such further
     requirements  as the  Committee  shall  specify.  In  the  event  that  the
     systematic  withdrawals  specified  by the  Member do not meet the  minimum
     distribution  requirements  beginning  at age seventy and one half (70 1/2)
     under  section  401(a)(9)  of the  Internal  Revenue  Code as  specified in
     Section X, then such additional  amounts shall be distributed in accordance
     with the  provisions  of Section X as  necessary  to satisfy  such  minimum
     distribution requirements.

     An  immediate  and  heavy  financial  need  shall be deemed to exist if the
     requirements of Treasury Regulation section 1.401(k)-1(d)(2)(ii)(B) are met
     or if an  expense  of  $500  or  more  is  approved  by  the  Committee  as
     constituting  an immediate and heavy  financial  need. A withdrawal will be
     deemed  necessary to satisfy such  financial  need if (i) the withdrawal is
     not in excess of the immediate and heavy  financial  need;  (ii) the Member
     has no other distribution or nontaxable loan privileges  available from any
     plan


                                      -20-

<PAGE>

     maintained  by  the  Company  or  its  subsidiaries;   (iii)  the  Member's
     contributions  to the  Company's  savings  plans are  suspended  for twelve
     months after the  withdrawal;  and (iv) the annual limit on Pre-Tax Savings
     Contributions  in the taxable  year of  enrollment  following  the hardship
     withdrawal is reduced by the amount of Pre-Tax Savings  Contributions  made
     in the withdrawal  year.  Any  withdrawal on account of financial  hardship
     cannot exceed the dollar amount of Pre-Tax  Savings  Contributions  made to
     the  account  of the  Member,  exclusive  of  Earnings  thereon.  Any  such
     withdrawal  of  assets  shall  be  made  as of the  date  specified  by the
     Committee in its  determination  of the existence of a financial  hardship.
     The  assets  so  withdrawn  shall be  delivered  to the  Member  as soon as
     practicable after the effective date of the withdrawal.

     Subject to the  provisions  of Section  XVII  hereof,  and  subject to such
     regulations  as the  Committee  from time to time may  prescribe,  a Member
     requesting any such withdrawal other than an installment under a systematic
     withdrawal,  may direct the Trustee to make  distribution of assets in such
     Member's  Visteon Stock Fund account in the form of whole shares of Company
     Stock, and in cash for any fractional  share,  such distribution to be at a
     price per share equal to the current  market value of Company  Stock on the
     effective date of the withdrawal. The Member so directing the Trustee shall
     pay all  applicable  transfer taxes  incident to the  distribution  of such
     shares by the  Trustee,  and the amount  thereof may be  deducted  from the
     payment made by the Trustee to the Member.

     A Member who would  otherwise  request a  withdrawal  may elect to have the
     Trustee transfer  directly to an Individual  Retirement  Account ("IRA") of
     the  Member  or to  another  employer's  plan  in  which  the  Member  is a
     participant all or part of the assets included in the withdrawal, including
     Company Stock, except (i) a withdrawal made after attainment of age seventy
     and one half (70 1/2) to  satisfy  the  minimum  distribution  requirements
     under section  401(a)(9) of the Internal  Revenue Code and (ii) the portion
     of the  withdrawal  that  constitutes  a return of the  Member's  After-Tax
     Contributions,  and (iii) a  hardship  withdrawal.  Any  transfer  shall be
     subject  to such  regulations  as the  Committee  from  time  to  time  may
     prescribe.  The Member shall designate the IRA or other  employer's plan to
     which assets are to be  transferred  and transfer  shall be made subject to
     acceptance by the transferee plan or IRA.

XIII.Visteon Stock Fund,  Common Stock Fund,  Bond Fund,  Interest  Income Fund,
     and Mutual Funds

     1.   Visteon Stock Fund

          The Trustee shall  establish and  administer the Visteon Stock Fund in
          accordance with the following:

          (a)  Investments


                                      -21-

<PAGE>

               For each  Member  who  elects  pursuant  to  Section  VII to have
               Pre-Tax   Savings    Contributions   and/or   After-Tax   Savings
               Contributions  invested in the  Visteon  Stock Fund or for whom a
               transfer is made to the Visteon Stock Fund as provided in Section
               VIII hereof,  the Trustee shall invest the sums so to be invested
               or  transferred  in  accordance  with  instructions  of a person,
               company,  corporation  or  other  organization  appointed  by the
               Company. The Trustee may be appointed for such purpose.

               Investments shall be made primarily in shares of Company Stock; a
               small  portion  shall be invested in  short-term  investments  to
               provide  liquidity for daily activity.  It is expected that about
               one to two  percent  of the  Fund  will  be  held  in  short-term
               investments, but the percentage may be higher or lower, depending
               upon the expected liquidity requirements of the Fund.

               Investments  of all or a portion of Visteon Stock Fund assets may
               be made in any common, collective or commingled fund when, in the
               opinion of the Trustee,  such investments are consistent with the
               objective of the Visteon Stock Fund.

          (b)  Visteon  Stock Fund Units  Members shall have no ownership in any
               particular  asset of the Visteon Stock Fund. The Trustee shall be
               the sole owner of all Visteon  Stock Fund  assets.  Proportionate
               interests in the Visteon Stock Fund shall be expressed in Visteon
               Stock Fund Units.  All Visteon Stock Fund Units shall be of equal
               value and no  Visteon  Stock Fund Unit  shall  have  priority  or
               preference  over any other.  Visteon  Stock  Fund Units  shall be
               credited  by the  Trustee  to  accounts  of  Members  as of  each
               valuation date.

          (c)  Visteon Stock Fund Unit Prices

               The term "Visteon  Stock Fund Unit Price," as used herein,  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  initially  determined  by dividing  the market value of
               shares of Company  Stock and cash  received  by the  Trustee  for
               investment  in the Visteon  Stock Fund by the  initial  number of
               units.  Thereafter,  the  Visteon  Stock Fund Unit Price shall be
               redetermined  at the end of each  business  day that is a trading
               day of the New York Stock  Exchange.  The Visteon Stock Fund Unit
               Price for each such  business day shall be determined by dividing
               the net asset  value of the Visteon  Stock Fund on such  business
               day by the number of Visteon Stock Fund Units outstanding on such
               business day.  Visteon Stock Fund Unit Prices shall be determined
               before giving effect to any distribution or withdrawal and before
               crediting  contributions to


                                      -22-

<PAGE>

               Members'  accounts  effective  as of any such  business  day. 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  business  day,  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 Members'  accounts with
                    respect  to  After-Tax  Savings  Contributions  and  Pre-Tax
                    Savings   Contributions  made  during  any  month  shall  be
                    credited at the Visteon Stock Fund Unit Price  determined as
                    of the close of business on the day that such  contributions
                    are  received  by the  Trustee.  Visteon  Stock  Fund  Units
                    withdrawn  or  distributed  shall be valued  at the  Visteon
                    Stock  Fund Unit Price at the close of  business  on the day
                    coinciding  with the  effective  date of such  withdrawal or
                    distribution.

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

          (d)  Distribution and Withdrawal From Visteon Stock Fund

               The Cash  Value of  Assets in the  Visteon  Stock  Fund  shall be
               distributed  to Members or may be  withdrawn  by Members  only in
               accordance with Sections X and XII hereof.  All distributions and
               withdrawals  shall be in  cash,  except  that a  Member  making a
               withdrawal or receiving a distribution  may direct the Trustee to
               make such  withdrawal or distribution in the form of whole shares
               of  Company  Stock,  based on the  closing  price on the New York
               Stock  Exchange  on the  effective  date  of such  withdrawal  or
               distribution.


                                      -23-

<PAGE>

          (e)  Registered Name

               Securities  held in the Visteon  Stock Fund may be  registered in
               the name of the Trustee or its nominee.

          (f)  Commissions Charged to the Plan

               No commission shall be charged to the Plan or any trust under the
               Plan in connection  with any  acquisition  by the Plan of Company
               Stock  from the  Company,  whether  by cash  purchase,  exchange,
               conversion or otherwise.

     2.   Common Stock Fund

          The Trustee shall  establish and  administer  the Common Stock Fund in
          accordance with the following:

          (a)  InvestmentsInvestments  shall  be  made  with  the  objective  of
               providing investment results that closely correspond to the price
               and yield  performance of the publicly  traded Company Stocks (i)
               of the 500 corporations included in Standard and Poor's 500 Index
               and (ii) of the corporations  having  capitalizations of at least
               $100  million  as  publicly  reported  from  time to time and not
               included in the  Standard  and Poor's 500 Index.  Assets shall be
               invested in the Company Stock of each of such corporations in the
               same  percentage   weighting  as  the   capitalization   of  such
               corporation   is  as  a   percentage   of   the   total   of  the
               capitalizations of all of such corporations.

               Investments  of all or a portion of Common  Stock Fund assets may
               be made in any common, collective or commingled fund when, in the
               opinion of the Trustee,  such investments are consistent with the
               objective of the Common Stock Fund. A portion of the funds of the
               Common  Stock Fund may be held in cash or invested in  short-term
               obligations when deemed advisable by the Trustee.  Securities may
               be sold without regard to the length of time they have been held.
               A different market index of publicly traded Company Stocks may be
               selected  by the  Company for  investments  of Common  Stock Fund
               assets in the event Standard and Poor's Corporation  discontinues
               its 500 Index or for other reasons.

          (b)  Common Stock Fund Units

               Members  shall have no ownership in any  particular  asset of the
               Common  Stock Fund.  The  Trustee  shall be the sole owner of all
               Common Stock Fund assets.  Proportionate  interests in the Common
               Stock Fund shall be  expressed  in Common  Stock Fund Units.  All
               Common  Stock  Fund Units  shall be of equal  value and no Common
               Stock Fund Unit shall have priority or preference over any other.
               Common  Stock  Fund Units


                                      -24-

<PAGE>

               shall be  credited  by the  Trustee to  accounts of Members as of
               such valuation date.

          (c)  Common Stock Fund Unit Prices

               The term "Common  Stock Fund Unit  Price," as used herein,  shall
               mean the value in money of an  individual  Common Stock Fund Unit
               expressed to the nearest cent. The initial Common Stock Fund Unit
               Price will be determined  by dividing the total amounts  received
               by the Trustee  for  investment  in the Common  Stock Fund by the
               initial number of Common Stock Fund Units. Thereafter, the Common
               Stock  Unit  Price  shall  be  redetermined  at the  end of  each
               business  day  that  is a  trading  day on  the  New  York  Stock
               Exchange. The Common Stock Fund Unit Price for each such business
               day shall be  determined  by dividing  the net asset value of the
               Common  Stock Fund on such  business  day by the number of Common
               Stock Fund Units  outstanding on such business day.  Common Stock
               Fund Unit Prices shall be determined  before giving effect to any
               distribution or withdrawal and before crediting  contributions to
               Members'  accounts  effective  as of any such  business  day. Net
               asset  value  of the  Common  Stock  Fund  shall be  computed  as
               follows:

               (i)  Securities  listed on a  national  stock  exchange  shall be
                    valued at the closing price on the 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, in either case
                    as reported on the primary exchange.

               (ii) Securities traded only in over-the-counter  markets shall be
                    valued at the mean of the  closing  bid and asked  prices as
                    listed in a  publication  or  publications  selected  by the
                    Trustee for the valuation  date,  or the next  preceding day
                    for which such prices are  available,  if not  available for
                    the valuation date.

               (iii)All other  assets of the Common  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


                                      -25-

<PAGE>

                    value of such  fund  for a date  the  same as the  valuation
                    date, or as close thereto as practicable.

               (iv) Common Stock Fund Units  credited to Members'  accounts with
                    respect to Pre-Tax  Savings  Contributions  made  during any
                    month shall be credited at the Common  Stock Fund Unit Price
                    determined  as of the close of business on the day that such
                    contributions are received by the Trustee. Common Stock Fund
                    Units withdrawn or distributed shall be valued at the Common
                    Stock  Fund Unit Price at the close of  business  on the day
                    coinciding  with the  effective  date of such  withdrawal or
                    distribution.

               (v)  Investment transactions,  income and any expenses chargeable
                    to the Common Stock Fund will be accounted for on an accrual
                    basis.

          (d)  Distribution and Withdrawal From Common Stock Fund

               The Cash  Value of  Assets  in the  Common  Stock  Fund  shall be
               distributed  to Members or may be  withdrawn  by Members  only in
               accordance with Sections X and XII hereof.  All distributions and
               withdrawals shall be only in cash.

          (e)  Voting Stock

               The Trustee shall be entitled, itself or by proxy, to vote in its
               discretion all shares of voting stock in the Common Stock Fund.

          (f)  Registered Name

               Securities held in the Common Stock Fund may be registered in the
               name of the Trustee or its nominee.

     3.   Bond Fund

          The Trustee shall establish and administer the Bond Fund in accordance
          with the following:

          (a)  Investments

               For each  Member  who  elects  pursuant  to  Section  VII to have
               Pre-Tax   Savings    Contributions   and/or   After-Tax   Savings
               Contributions invested in the Bond Fund or for whom a transfer is
               made to the Bond Fund as provided  in Section  VIII  hereof,  the
               Trustee shall invest the sums so to be invested or transferred in
               accordance with instructions of a person,


                                      -26-

<PAGE>

               company,  corporation  or  other  organization  appointed  by the
               Company. The Trustee may be appointed for such purpose.

               Investments  shall  be  made  with  the  objective  of  providing
               investment results that closely correspond to the price and yield
               performance of the Lehman  Brothers  Aggregate Index (the "Lehman
               Aggregate Index"). Assets shall be invested in a portfolio of the
               Treasury  notes  and  bonds,   corporate   notes  and  bonds  and
               mortgage-backed  securities  and other  securities  that,  in the
               aggregate,  typify the securities that are included in the Lehman
               Aggregate  Index.  Investments  of all or a portion  of Bond Fund
               assets may be made in any common,  collective or commingled  fund
               maintained by the Trustee or the person, company,  corporation or
               other  organization  appointed  by the Company to manage all or a
               portion of the Bond Fund when,  in the  opinion of the Trustee or
               the person, company,  corporation or other organization appointed
               by the Company to manage all or a portion of the Bond Fund,  such
               investments  are consistent  with the objective of the Bond Fund.
               To the extent that assets are so invested,  they shall be subject
               to the terms and  conditions of the  Declaration of Trust of such
               common,  collective or  commingled  fund, as amended from time to
               time. A portion of the funds of the Bond Fund may be held in cash
               or invested in short-term  obligations  when deemed  advisable by
               the  Trustee  or  the  person,  company,   corporation  or  other
               organization  appointed by the Company to manage all or a portion
               of the Bond Fund.  Securities  may be sold without  regard to the
               length of time they have been held.  A different  market index of
               publicly  traded fixed income  securities  may be selected by the
               Company  for  investments  of Bond  Fund  assets in the event the
               Lehman Aggregate Index is discontinued or for other reasons.

          (b)  Bond Fund Units

               Members  shall have no ownership in any  particular  asset of the
               Bond Fund.  The Trustee  shall be the sole owner of all Bond Fund
               assets.  Proportionate  interests  in  the  Bond  Fund  shall  be
               expressed  in Bond Fund  Units.  All Bond Fund Units  shall be of
               equal  value  and no  Bond  Fund  Unit  shall  have  priority  or
               preference  over any other.  Bond Fund Units shall be credited by
               the Trustee to accounts of Members as of each valuation date.

          (c)  Bond Fund Unit Prices

               The term "Bond Fund Unit Price," as used  herein,  shall mean the
               value in money of an individual  Bond Fund Unit  expressed to the
               nearest cent. The Bond Fund Unit Price as of January 31, 1994


                                      -27-

<PAGE>

               was determined by the Committee. The number of Bond Fund Units as
               of January 31, 1994 was  determined by dividing the total amounts
               received by the Trustee  pursuant to Sections VII and VIII hereof
               for investment in the Bond Fund for the month of January, 1994 by
               such Bond Fund Unit Price.  Thereafter,  the Bond Fund Unit Price
               shall be redetermined  each business day that is a trading day on
               the New York  Stock  Exchange.  The Bond Fund Unit Price for each
               such  business day shall be  determined by dividing the net asset
               value of the Bond Fund on such business day by the number of Bond
               Fund  Units  outstanding  on such  business  day.  Bond Fund Unit
               Prices  shall  be   determined   before   giving  effect  to  any
               distribution or withdrawal and before crediting  contributions to
               Members'  accounts  effective  as of any such  business  day. Net
               asset value of the Bond Fund shall be computed as follows:

               (i)  All assets of the Bond 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.

               (ii) Bond Fund Units  credited to Members'  accounts with respect
                    to Pre-Tax Savings Contributions made during any month shall
                    be credited at the Bond Fund Unit Price determined as of the
                    close of  business  on the day that such  contributions  are
                    received  by the  Trustee.  Bond  Fund  Units  withdrawn  or
                    distributed  shall be valued at the Bond Fund Unit  Price at
                    the  close  of  business  on the  day  coinciding  with  the
                    effective date of such withdrawal or distribution.

               (iii)Investment transactions,  income and any expenses chargeable
                    to the Bond Fund will be accounted for on an accrual basis.

          (d)  Distribution and Withdrawal From Bond Fund

               The Cash Value of Assets in the Bond Fund shall be distributed to
               Members or may be withdrawn by Members  only in  accordance  with
               Sections X and XII  hereof.  All  distributions  and  withdrawals
               shall be only in cash.

          (e)  Registered Name


                                      -28-

<PAGE>

               Securities held in the Bond Fund may be registered in the name of
               the Trustee or its nominee.

     4.   Mutual Funds

          Each of the Mutual Funds offered as an investment  election  under the
          Plan shall be described in a prospectus  for each such Mutual Fund and
          each such prospectus  shall be provided to each Member of the Plan who
          requests such prospectus.

XIV. Member's Quarterly Statement

     As soon as practicable after the end of each calendar quarter of each year,
     there shall be  furnished  to each Member a statement as of the end of each
     such quarter of such year of the cash value of each of the  investments  in
     his or her account,  the contributions made on behalf of such Member during
     the preceding  calendar quarter,  the investment  elections with respect to
     such contributions,  and such additional information as the Committee shall
     determine.  Such  statements  shall be deemed to have been  accepted by the
     Member and his or her beneficiaries  designated hereunder as correct unless
     written  notice to the  contrary  shall be received  as the  Company  shall
     specify  on  such  statement  within  30 days  after  the  mailing  of such
     statement to the Member.

XV.  Notices, etc.

     All  notices,  statements  and other  communications  from the Trustee or a
     Participating  Company to an  Employee,  Member or  designated  beneficiary
     required or  permitted  hereunder  shall be deemed to have been duly given,
     furnished,  delivered or transmitted, as the case may be, when delivered to
     (or when mailed by first-class mail,  postage prepaid and addressed to) the
     Employee, Member or beneficiary at his or her address last appearing on the
     books  of such  Participating  Company  or,  in the  case  of an  Employee,
     delivered to the Employee at his or her normal work station.

     All  notices,  instructions  and other  communications  from an Employee or
     Member  to  the  Company  or  Trustee   required  or  permitted   hereunder
     (including, without limitation,  authorizations, Pre-Tax Savings agreements
     and  terminations  thereof,  investment and other  elections,  requests for
     withdrawal or loans and designations of  beneficiaries  and revocations and
     changes  thereof)  shall be made in such form and such  manner from time to
     time prescribed therefor by the Committee.

     From time to time as necessary to facilitate the administration of the Plan
     and  the  trust  created  thereunder,  the  Company,  the  Trustee  and the
     Committee  shall  deliver to each other  copies or  consolidations  of such
     notices,  instructions  or other  communications  in respect of the Plan or
     such trust as it may receive from Employees, Members or beneficiaries.


                                      -29-

<PAGE>

XVI. Trustee

     The Company shall appoint one or more individuals or corporations to act as
     Trustee under the Plan,  and at any time may remove the Trustee and appoint
     a successor Trustee. The Company may, without reference to or action by any
     Employee,  Member or beneficiary or any other Participating  Company, enter
     into such Trust Agreement with the Trustee and from time to time enter into
     such  further  agreements  with the  Trustee  or other  parties,  make such
     amendments  to such Trust  Agreement  or further  agreements  and take such
     other steps and execute such other  instruments  as the Company in its sole
     discretion may deem necessary or desirable to carry the Plan into effect or
     to facilitate its administration.

     The Trustee and the Company may by mutual  agreement in writing arrange for
     the  delegation  by the Trustee to the Committee of any of the functions of
     the Trustee, except the custody of assets, the voting of Company Stock held
     by the Trustee and the purchase and sale or redemption of securities.

     The  Trustee  shall  agree  that  all  information  concerning  a  Member's
     investment in the Plan, exchanges in or out of the investment elections, or
     the  voting of  shares of stock  represented  by a  Member's  proportionate
     interest in the Visteon Stock Fund or any other  investment  under the Plan
     shall not be  disclosed  to any party  except to the  extent  necessary  to
     administer  the  Plan  or as  required  by  law.  The  Committee  shall  be
     responsible for ensuring that the provisions of this Paragraph are complied
     with and shall have the authority to determine,  in good faith, when and to
     what extent disclosure shall be necessary in administering the Plan.

XVII. Purchases of Securities by the Trustee

     Pre-Tax Savings and After-Tax Savings Contributions and Earnings thereon in
     the  accounts  of  Members  shall be  invested  by the  Trustee  as soon as
     practicable after receipt thereof by the Trustee.

     The shares of Company  Stock from time to time required for purposes of the
     Plan shall be purchased by the Trustee from the Company, or from such other
     person or corporation,  on such stock exchange or in such other manner,  as
     the Company by action of its Board of Directors or any  committee or person
     designated  by the  Board  of  Directors,  from  time to  time in its  sole
     discretion may designate or prescribe;  provided,  however,  that except as
     required by any such  designation  by the Board of  Directors,  such shares
     shall be  purchased  by the Trustee  from such source and in such manner as
     the Trustee from time to time in its sole  discretion  may  determine.  Any
     shares  so  purchased  from the  Company  may be either  treasury  stock or
     newly-issued  stock,  and shall be  purchased at a price per share equal to
     the closing price on the New York Stock Exchange on the date of purchase.


                                      -30-

<PAGE>

     Anything  herein to the  contrary  notwithstanding,  the Trustee  shall not
     invest any of the funds in the Visteon  Stock Fund in any shares of Company
     Stock,  unless at the time of purchase  thereof by the Trustee  such shares
     shall be listed on the New York Stock Exchange.

     The shares of Company  Stock  held by the  Trustee  under the Plan shall be
     registered  in the name of the  Trustee  or its  nominee,  but shall not be
     voted by the Trustee or such  nominee  except as provided in Section  XVIII
     hereof.

     In the event that any  option,  right or warrant  shall be  received by the
     Trustee on Company  Stock,  the Trustee  shall sell the same,  at public or
     private  sale  and at such  price  and  upon  such  other  terms  as it may
     determine,  unless the Committee shall determine that such option, right or
     warrant  should be exercised,  in which case the Trustee shall exercise the
     same upon such terms and conditions as the Committee may prescribe.

XVIII. Voting of Company Stock

     The Trustee, itself or by its nominee, shall be entitled to vote, and shall
     vote, shares of Company Stock represented by the proportionate interests in
     the accounts of Members in the Visteon Stock Fund or otherwise  held by the
     Trustee under the Plan as follows:

     1.   The Company  shall adopt  reasonable  measures to notify the Member 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  instructions  from the Member to the Trustee as to the
          voting at such meeting of full shares of Company  Stock and  fractions
          thereof represented by the proportionate interest in the Visteon Stock
          Fund account of the Member.

     2.   In each case, the Trustee,  itself or by proxy, shall vote full shares
          of  Company   Stock  and   fractions   thereof   represented   by  the
          proportionate interest in the Visteon Stock Fund account of the Member
          in accordance with the instructions of the Member.

     3.   If prior to the time of such meeting of stockholders the Trustee shall
          not have  received  instructions  from the  Member in  respect  of any
          shares of Company Stock represented by the  proportionate  interest in
          the Visteon  Stock Fund account of the Member,  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 Members.


                                      -31-

<PAGE>

XIX. Cash Adjustments on Account of Fractional Interests in Securities

     Any fractional interest in a share of Company Stock shall not be subject to
     distribution or withdrawal.  Settlement for any fractional interest in such
     security,  upon distribution or withdrawal  thereof,  shall be made in cash
     based on the current  market  value or any  applicable  current  redemption
     value of such security,  as of the date of distribution  or withdrawal,  as
     the case may be.

XX.  Operation and Administration

     Pursuant  to ERISA,  the  Company  shall be the sole named  fiduciary  with
     respect to the Plan and shall  have  authority  to  control  and manage the
     operation and administration of the Plan.

     The Vice  President-Human  Resources,  the Vice President and Treasurer and
     the Vice President-General  Counsel and Secretary shall have the authority,
     on behalf of the Company, to appoint and remove trustees under the Plan, to
     approve  policies  relating  to the  allocation  of  contributions  and the
     distribution of assets among trustees, and to approve Plan amendments other
     than Plan  amendments  relating  to the  offering  of  Company  Stock as an
     investment  election  which  amendments  shall  be  made  by the  Board  of
     Directors.

     The Vice  President  and  Treasurer  shall be  authorized  on behalf of the
     Company to contract  with the trustees  under the Plan and to determine the
     form and terms of the  trust  agreements,  to  allocate  contributions  and
     distribute assets among trustees, and to appoint an auditor under the Plan,
     and shall have  authority to designate  other persons to carry out specific
     responsibilities  in connection  therewith;  provided,  however,  that such
     actions  shall  be  consistent  with  ERISA,  the  policy  of the  Board of
     Directors and officers designated in the preceding Paragraph and the Plan.

     Except as  otherwise  provided in this Section XX or elsewhere in the Plan,
     the Vice President-Human Resources and the Vice President and Treasurer are
     designated to carry out the Company's  responsibilities with respect to the
     Plan, including, without limitation,  appointment and removal of Members of
     the Committee and  determination of prior service for eligibility  purposes
     under the Plan in the event of acquisition by a  Participating  Company (by
     purchase,  merger,  or  otherwise)  of all or part of the assets of another
     corporation.  The Vice President-Human Resources and the Vice President and
     Treasurer  may  allocate   responsibilities   between  themselves  and  may
     designate other persons to carry out specific responsibilities on behalf of
     the Company.

     Any Company  director,  officer or Employee  who shall have been  expressly
     designated   pursuant   to  the  Plan  to  carry   out   specific   Company
     responsibilities  shall be acting on behalf of the  Company.  Any person or
     group of persons may serve in more than one  capacity  with  respect to the
     Plan and may employ one or more persons to render advice with regard to any
     responsibilities such person has under the Plan.


                                      -32-

<PAGE>

     The Company shall create a Committee  consisting of at least three Members.
     The Company shall from time to time  designate the Members of the Committee
     and an alternate for each of such Members, who shall have full power to act
     in the absence or  inability  to act of such Member.  The  Committee  shall
     appoint its own Chairman and Secretary,  and shall act by a majority of its
     Members, with or without a meeting. The Secretary or an Assistant Secretary
     of  the  Company  shall  from  time  to  time  notify  the  Trustee  of the
     appointment  of  Members  of  the  Committee  and  alternates  and  of  the
     appointment  of the Chairman and  Secretary  of the  Committee,  upon which
     notices the Trustee  shall be entitled to rely.  The  Committee  shall have
     full  power and  authority  to  administer  the Plan and to  interpret  its
     provisions.  Any  interpretation  of  the  provisions  of the  Plan  by the
     Committee shall be final and  conclusive,  and shall bind and may be relied
     upon by the several Participating  Companies,  each of their Employees, the
     Trustee and all other  parties in interest.  No Member of the  Committee or
     alternate   for  a  Member  or   director,   officer  or  Employee  of  any
     Participating  Company  shall be liable  for any  action or  failure to act
     under or in  connection  with the Plan,  except  for his or her own lack of
     good faith;  provided,  however,  that  nothing  herein  shall be deemed to
     relieve any such person from responsibility or liability for any obligation
     or duty under ERISA. Each director, officer, or Employee of the Company who
     is or shall have been  designated  to act on behalf of the Company and each
     person who is or shall have been a Member of the  Committee or an alternate
     for a Member  or a  director,  officer  or  Employee  of any  Participating
     Company,  as such,  shall be  indemnified  and held harmless by the Company
     against and from any and all loss,  cost,  liability or expense that may be
     imposed upon or  reasonably  incurred by him or her in  connection  with or
     resulting from any claim, action, suit or proceeding to which he or she may
     be a party or in which he or she may be  involved  by reason of any  action
     taken or  failure  to act under the Plan and  against  and from any and all
     amounts  paid  by him or her in  settlement  thereof  (with  the  Company's
     written  approval) or paid by him or her in  satisfaction  of a judgment in
     any such  action,  suit or  proceeding,  except a judgment  in favor of the
     Company  based  upon a finding of his or her lack of good  faith;  subject,
     however,  to the condition  that,  upon the assertion or institution of any
     such claim,  action, suit or proceeding against him or her, he or she shall
     in writing give the Company an opportunity,  at its own expense,  to handle
     and defend the same before he or she  undertakes to handle and defend it on
     his or her own behalf. The foregoing right of indemnification  shall not be
     exclusive  of any other  right to which such  person may be  entitled  as a
     matter of law or otherwise,  or any power that a Participating  Company may
     have to indemnify him or her or hold him or her harmless.

     Brokerage commissions,  fees and transfer taxes incurred in connection with
     the  purchase  or sale  of  Company  Stock  shall  be paid by the  Company.
     Brokerage commissions and transfer taxes on the purchase and sale of Common
     Stock Fund  securities  shall be paid from Common  Stock Fund assets by the
     Trustee, and the expenses of any collective,  common, or commingled fund in
     which Common  Stock Fund assets may be invested  pursuant to Paragraph 2 of
     Section  XIII  hereof  shall be paid from the  assets  in such  collective,
     common or commingled fund. Brokerage  commissions and transfer taxes on the
     purchase and sale of Bond Fund securities and


                                      -33-

<PAGE>

     the expenses of the Bond Fund  including,  without  limitation,  investment
     management  fees shall be paid from Bond Fund  assets,  and the expenses of
     any collective, common, or commingled fund in which Bond Fund assets may be
     invested  pursuant to Paragraph 3 of Section XIII hereof shall be paid from
     the assets in such collective, common or commingled fund. Earnings credited
     to the  account  of the  Trustee  under the Bond Fund  shall be net of such
     charges  by the Bond Fund  Manager  as may be  provided  in such  contract.
     Brokerage  commissions  and  transfer  taxes  on the  purchase  and sale of
     Interest  Income Fund  securities  shall be paid from Interest  Income Fund
     assets by the  Trustee  and the  expenses  of any  collective,  common,  or
     commingled  fund in which  Interest  Income  Fund  assets  may be  invested
     pursuant  to  Paragraph  4 of Section  XIII  hereof  shall be paid from the
     assets in such collective,  common or commingled fund. All management fees,
     redemption  fees and all other  expenses of any mutual funds  offered as an
     investment election under the Plan shall be paid from assets in such mutual
     funds or charged  to the  accounts  of Members  who elect to invest in such
     mutual funds. All other expenses of administration  of the Plan,  including
     expenses charged or incurred by the Trustee or the Company,  shall be borne
     by the  Company.  Taxes,  if any, on any Visteon  Stock Fund Units,  Common
     Stock Fund Units or Bond Fund Units held by the Trustee or income therefrom
     which are payable by the  Trustee  shall be charged  against  the  Members'
     accounts as the Trustee and the Committee shall determine.

     The records of the Trustee,  the  Committee  and the several  Participating
     Companies  shall be  conclusive  in respect of all matters  involved in the
     administration of the Plan.

     The Plan shall be governed by and construed in accordance  with the laws of
     the State of Michigan.

XXI. Termination, Suspension and Modification

     The Company,  by action of its Board of Directors,  or officers  designated
     under  Section XX hereof,  may  terminate or modify the Plan or suspend the
     operation of any provision of the Plan, as follows:

     1.   The Company may  terminate  the Plan at any time or may at any time or
          from time to time  modify the Plan,  in its  entirety or in respect of
          the  Employees  of one or more  of the  Participating  Companies.  The
          Company may at any time or from time to time  terminate  or modify the
          Plan or suspend for any period the operation of any provision thereof,
          in  respect  of  any  Employees  located  in  one or  more  states  or
          countries,  if in the judgment of the  Committee  compliance  with the
          laws of such state or country would involve  disproportionate  expense
          and  inconvenience to a Participating  Company.  Any such modification
          that affects the rights or duties of the Trustee may be made only with
          the consent of the  Trustee.  Any such  termination,  modification  or
          suspension  of the Plan  may  affect  Members  in the Plan at the time
          thereof, as well as future Members, but may not affect the rights of a
          Member as to the continuance of investment,


                                      -34-

<PAGE>

          distribution  or withdrawal of the Cash Value of Assets in the account
          of  the  Member  as  of  the  effective  date  of  such   termination,
          modification or suspension and Earnings  thereon;  provided,  however,
          that the  Company  may,  in the  event of a  termination  of the Plan,
          direct the Trustee to distribute the assets in the accounts of Members
          in the Plan to such Members.  Any  termination or  modification of the
          Plan or suspension  of any provision  thereof shall be effective as of
          such date as the Company may determine,  but not earlier than the date
          on  which  the  Company   shall  give  notice  of  such   termination,
          modification  or  suspension  to the Trustee and to the  Participating
          Companies any of the Employees of which are affected thereby.

     2.   The  provisions  of the  foregoing  Paragraph 1  notwithstanding,  the
          Company,  by  action  of  its  Vice  President-Human  Resources,  Vice
          President  and  Treasurer  and  Vice  President-General   Counsel  and
          Secretary,  at any  time or from  time to time may  modify  any of the
          provisions  of the Plan in any  respect  retroactively,  if and to the
          extent  necessary or  appropriate  in the judgment of such officers of
          the  Company  to  qualify  or  maintain  the Plan and the  trust  fund
          established thereunder as a plan and trust meeting the requirements of
          Section 401(a) and 501(a) of the Internal Revenue Code of 1986, as now
          in effect or hereafter amended, or any other applicable  provisions of
          Federal tax laws or other  legislation,  as now in effect or hereafter
          amended or  adopted,  and the  regulations  thereunder  at the time in
          effect.

     3.   Anything herein to the contrary  notwithstanding,  no such termination
          or modification of the Plan or suspension of any provision thereof may
          diminish the Cash Value of Assets in the account of a Member as of the
          effective date of such termination, modification or suspension.

     4.   In the event of any  merger or  consolidation  with,  or  transfer  of
          assets or liabilities to, any other plan, each Employee Member, former
          Employee, former Member, beneficiary or estate eligible under the Plan
          shall, if the Plan is then terminated,  receive a benefit  immediately
          after the merger,  consolidation  or  transfer,  which is equal to the
          benefit he or she would  have been  entitled  to  receive  immediately
          before the  merger,  consolidation  or  transfer  if the Plan had then
          terminated.

XXII.Conditions on Participation of Subsidiaries of the Company

     The  consent  of the  Company  to the  participation  in  the  Plan  of any
     Subsidiary of the Company may be  conditioned  upon such  provisions as the
     Company may prescribe, including, without limitation,  conditions as to (a)
     the instruments to be executed and delivered by such Participating  Company
     to  the  Trustee,  (b)  the  extent  to  which  the  Company  shall  act as
     representative  of such  Participating  Company under the Plan, and (c) the
     rights of such Participating  Company to withdraw from participation in the
     Plan


                                      -35-

<PAGE>

     and the effect of such  withdrawal upon the Memberships and accounts in the
     Plan of Employees of such Participating Company.

XXIII. Member's Rights Not Transferable

     No right or interest of any Member  under the Plan or in his or her account
     shall be assignable or transferable,  in whole or in part,  either directly
     or by operation of law or  otherwise,  including,  without  limitation,  by
     execution,  levy, garnishment,  attachment,  pledge or in any other manner,
     except in accord with provisions of a qualified domestic relations order as
     defined by section 414(p) of the Internal  Revenue Code of 1986 and section
     206(d)  of ERISA  and  further  excluding  devolution  by  death or  mental
     incompetency;   no  attempted  assignment  or  transfer  thereof  shall  be
     effective;  and no right or interest of any Member under the Plan or in his
     or her  account  shall be liable  for,  or subject  to, any  obligation  or
     liability of such Member.

XXIV. Designation of Beneficiaries

     1.   A Member  may  file  with  the  Company  a  written  designation  of a
          beneficiary or beneficiaries with respect to all or part of the assets
          in the Member's account. In the case of a married Member who dies, the
          Cash Value of Assets in such  Member's  account  shall be delivered to
          such  Member's  surviving  spouse  unless the written  designation  of
          beneficiary designating a person or persons other than the spouse with
          respect to all or part of the assets in the Member's  account includes
          the written  consent of the spouse,  witnessed by a notary  public.  A
          Member, if married,  with such written consent of the spouse, may from
          time to time revoke or change any such designation of beneficiary.

     2.   In the  case of an  unmarried  Member  who  does  not  file a  written
          designation  of  beneficiary,  such  Member  shall be  deemed  to have
          designated as beneficiary or  beneficiaries  under the Plan the person
          or persons  who are  entitled  in the event of the  Member's  death to
          receive the proceeds  under the  Company's  Group Life and  Disability
          Insurance  Program if the Member is covered  under such Program at the
          date of his or her death.

     3.   In the event of the death of a Member, the Cash Value of Assets in his
          or her account  under the Plan shall be delivered  to, as  applicable,
          such  spouse  or  beneficiaries  who  shall  survive  the  Member,  in
          accordance with the applicable  designation  (to the extent  effective
          and  enforceable at the time of the Member's death) and the provisions
          of the Plan, subject to such regulations as the Committee from time to
          time may prescribe in respect of  distributions  to minors;  provided,
          however,  that if the Trustee or the Committee shall be in doubt as to
          the right of any such  person to receive any of the cash value of such
          assets,  the Trustee may deliver the same to the estate of the Member,
          in which case the Trustee, the several Participating Companies and the
          Committee and the several  Members  thereof and alternates for Members
          shall  not be  under  any


                                      -36-

<PAGE>

          further liability to anyone.  Except as hereinabove  provided,  in the
          event of the  death of a  Member,  Cash  Value of Assets in his or her
          account under the Plan shall be delivered to his or her estate.

XXV. Limitation on Contributions under Section 415 of the Internal Revenue Code

     Notwithstanding  any other  provision  of the Plan,  the sum of any Pre-Tax
     Savings and After-Tax  Savings  Contributions for any limitation year shall
     not exceed the applicable limits set by section 415 of the Internal Revenue
     Code and the  regulations  thereunder.  For  purposes of this  Section XXV,
     "limitation year" shall mean the 12-month period beginning April 1.

XXVI. Transfer of Assets to or From the Plan

     A Member may elect to have the Plan accept a transfer  from a savings  plan
     of a  Subsidiary  where the Member  was  previously  employed  of any fully
     vested amounts,  either in the form of cash or Company Stock, provided that
     such acceptance would not require the Plan to provide benefits in an amount
     or form not  otherwise  provided  under  the Plan in order to  preserve  an
     accrued benefit under the transferor  plan.  Amounts  transferred  would be
     invested  in  accordance  with  the  Member's   election  among  investment
     elections  available  under the Plan made at the time of  election  to have
     assets  transferred.  Thereafter,  all such assets  shall be subject to all
     provisions  of the Plan  applicable  to any other  assets  credited  to the
     accounts of Members.  A Member who is no longer  eligible to  contribute to
     the Plan may elect to have transferred from the Plan all, but not less than
     all, assets in such Member's account under the Plan,  either in the form of
     cash or Company Stock,  to a savings plan of a subsidiary  where the Member
     is currently employed, subject to acceptance by the transferee plan.

XXVII. Employee Stock Ownership Plan

     1.   There is  established  in the Plan an employee  stock  ownership  plan
          ("ESOP").  The ESOP consists of all the shares of Company Stock in the
          Plan at any time and from time to time including all the shares in the
          Visteon Stock Fund.

     2.   The trustee of the ESOP shall be the Trustee of the Plan or such other
          qualified  organization  as the Company  shall select (the "Trustee of
          the ESOP").  The Trustee of the Plan and the Trustee of the ESOP shall
          hold, invest,  transfer and distribute the shares of Company Stock and
          all other assets in the ESOP in accordance  with the provision of this
          Section  XXVII and the  Plan.  In the event  the  Company  selects  an
          organization  other than the  Trustee of the Plan to be Trustee of the
          ESOP,  their duties under the ESOP shall be allocated  between them as
          hereinafter provided or in accordance with the provisions of the trust
          agreements  appointing  such  Trustee  of the Plan and  Trustee of the
          ESOP.


                                      -37-

<PAGE>

          (i)  The  Trustee  of  the  ESOP,  upon  the  receipt  of  appropriate
               instructions  from the  Company,  is  authorized  to borrow  such
               amount from such persons,  including the Company,  as the Trustee
               of  the  ESOP  shall  determine.   The  loan  shall  provide  for
               repayment,  within  such  period as the Trustee of the ESOP shall
               have  selected,  and shall be payable on such other  terms as the
               Trustee of the ESOP in its sole discretion shall  determine.  The
               interest  rate of a loan must not be in  excess  of a  reasonable
               rate of interest.

          (ii) The proceeds of any such loan shall be used by the Trustee of the
               ESOP to purchase as soon as  practicable  shares of Company Stock
               in accordance  with the  provisions  of Section XVII hereof.  The
               Trustee  of the  ESOP is  authorized  to  pledge  such  stock  as
               security  for  payment  of such  loan.  The loan shall be without
               recourse against the ESOP.

     3.   The  Trustee of the ESOP  shall  hold the  shares of Company  Stock so
          purchased  in the Plan in a suspense  account  unallocated  until such
          time as all or part of the related loan and  interest  thereon is paid
          as hereinafter provided.  The Trustee of the ESOP shall vote shares of
          Company   Stock   in  the   suspense   account   in  its   discretion,
          notwithstanding the provisions of Section XVIII hereof.

     4.   The  Trustee  of the Plan and the  Trustee  of the  ESOP  shall  apply
          dividends paid on Company Stock held in the ESOP with respect to which
          a loan was taken,  including shares held in the Visteon Stock Fund, to
          payment of such loan made in  accordance  with  Paragraph 3 hereof and
          interest thereon.

          In the  event  that  such  dividends  paid on  Company  Stock  are not
          sufficient  to enable the  Trustee of the ESOP to make any  payment on
          such loan the Trustee of the ESOP shall sell  shares of Company  Stock
          held in the  suspense  account in an amount  necessary  to permit such
          payment  provided,  however,  that the  Company  may  elect to make an
          additional  contribution  to the Plan by making payment to the Trustee
          of the ESOP in an amount  sufficient to enable the Trustee of the ESOP
          to make all or part of such payment  without selling shares of Company
          Stock held in the suspense account.

          In the event that such  dividends paid on Company Stock and the amount
          realized from the sale of Company  Stock held in the suspense  account
          are not  sufficient  to  enable  the  Trustee  of the ESOP to make any
          payment  on  such  loan,   the  Company   shall  make  an   additional
          contribution  to the Plan by making payment to the Trustee of the ESOP
          in an amount sufficient to enable the Trustee of the ESOP to make such
          payment or shall pay such amount to the lender.

     5.   The shares held in the  suspense  account  shall be released  from the
          suspense  account to the  Trustee of the Plan in an amount  that bears
          the same ratio to the total number of shares in the  suspense  account
          as the amount of principal  and interest paid on the loan bears to the
          total amount of principal and interest


                                      -38-

<PAGE>

          outstanding.  The  Trustee of the Plan shall  allocate  such shares so
          released  to the  Visteon  Stock Fund and the  accounts of Members who
          have elected to invest in the Visteon  Stock Fund shall be adjusted as
          if the dividends  paid on Company Stock with respect to shares held in
          the  Visteon  Stock  Fund had been used to  acquire  shares of Company
          Stock in the open  market on the last day of the month  preceding  the
          date such shares are released from the suspense account.

          To the extent  that the number of shares  released  from the  suspense
          account at any time is less than the number that would be required for
          allocation to the Visteon Stock Fund if the dividends  paid on Company
          Stock had been used to  acquire  shares of  Company  Stock in the open
          market at the  closing  price on the New York  Stock  Exchange  on the
          dividend   payment   date,   the  Company  shall  make  an  additional
          contribution to the Plan in an amount sufficient to permit the Trustee
          of the ESOP to  acquire  additional  shares  so that the  value at the
          closing price on the dividend  payment date of the shares  released to
          the Trustee of the Plan plus cash,  if any,  shall equal the dividends
          paid by the Trustee of the Plan with  respect to Company  Stock to the
          Trustee of the ESOP.

          To the extent  that the number of shares  released  from the  suspense
          account at any time  exceeds  the number that would be required if the
          dividend  paid on  Company  Stock had been used to  acquire  shares of
          Company  Stock in the open  market,  the  excess  shall be held by the
          Trustee of the ESOP and  released at the end of the  calendar  year to
          the Trustee of the Plan for an addition to the Visteon  Stock Fund and
          allocation  of  additional  units  in the  Visteon  Stock  Fund to the
          accounts of Members in an amount proportional to the number of Visteon
          Stock Fund units in their accounts.

     6.   Contributions  to the ESOP for any  eligible  Employee who is a highly
          compensated Employee shall be limited to the extent required under the
          principles  described  in Section IV with  respect to Pre-Tax  Savings
          Contributions.

     7.   The  Committee  is  authorized  to  make  such   adjustments   in  the
          administration  of the  Plan  and  the  ESOP  as it  deems  necessary,
          appropriate or desirable to carry out the purposes and intents of this
          Section XXVII.

     8.   In the event that any or all of the tax benefits  available  under the
          tax laws on the effective date hereof are restricted or eliminated, as
          determined by the Company,  the Trustee of the ESOP is authorized upon
          direction by the Company to sell upon such terms, at such times and to
          such persons,  as the Trustee of the ESOP in its sole discretion shall
          determine,  any or all of the shares of Company  Stock in the suspense
          account and to use the proceeds of such sale to pay all or part of the
          loan balance  outstanding,  together with interest thereon. Any excess
          shares in the  suspense  account  at such time shall be  allocated  as
          provided in Paragraph 6 hereof.


                                      -39-





                                                                      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 1,000,000  shares of Common Stock,  par value $1.00 per share, of the
Company ("Common Stock"),  relating to the Company's  Investment Plan for Hourly
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 Hourly  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