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Table of Contents

                                                                    EXHIBIT 10.1

                        VISTEON EXECUTIVE SEVERANCE PLAN

                           EFFECTIVE FEBRUARY 9, 2005



                        VISTEON EXECUTIVE SEVERANCE PLAN

                               ARTICLE I. PURPOSE

            Section 1.01. Purpose Statement.

            Visteon Corporation (the "Company") has developed the Visteon
Executive Severance Plan (the "Plan") to provide severance benefits to eligible
officers and executives of the Company and its affiliates whose employment with
the Company or affiliate is involuntarily terminated under certain
circumstances. The Plan is an expression of the Company's present policy with
respect to severance benefits for Executives who meet the eligibility
requirements set forth herein; it is not a part of any contract of employment.
It is intended to comply with ERISA and all other relevant laws.

                                       1


                            ARTICLE II. DEFINITIONS

            Section 2.01. Definitions.

            The following words and phrases, when used in this document, shall
have the following meanings, unless the context clearly indicates otherwise:

            (a) "Base Salary" means Executive's annual base rate of pay in
effect at his or her Termination Date, excluding bonuses, one-time payments,
incentives, and other awards that are not regularly paid throughout the year.
The Plan Administrator's determination of the Executive's Base Salary shall be
final and conclusive.

            (b) "Company" means Visteon Corporation, or any successor thereto.

            (c) "Elected Officer" means an officer of the Company elected by the
Board of Directors of the Company who is on enrolled on the U.S. payroll of the
Company or a subsidiary of the Company.

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

            (e) "Executive" shall mean an Elected Officer or Executive Leader.

            (f) "Executive Leader" means an employee who is classified as an
Executive Leader by the Company and enrolled on the U.S. payroll of the Company
or a subsidiary of the Company.

            (g) "Plan Administrator" means the Organization and Compensation
Committee of the Board of Directors of the Company.

            (h) "Release" means a release and waiver of claims (including, if
applicable, claims under the Age Discrimination in Employment Act of 1967, as
amended) that is in such form as the Plan Administrator may prescribe and that
an Executive executes for the benefit of

                                       2


the Company, Visteon Systems, LLC, their respective affiliates, and their
respective officers, directors, employees, agents, predecessors, successors and
assigns.

            (i) "Termination Date" is the date on which an Executive's
employment with the Company, Visteon Systems, LLC and their respective
affiliates terminates.

                                       3


                    ARTICLE III. AWARD OF SEVERANCE BENEFITS

            Section 3.01. Award of Severance Pay.

            Except as provided in Section 3.02 below, an Executive is eligible
for a Basic Severance Benefit under Section 4.01, and may qualify for an
Enhanced Severance Benefit under Section 4.02, if the Executive's employment
with the Company or a subsidiary of the Company is involuntarily terminated by
the Company or by a subsidiary of the Company. The Plan Administrator shall have
final and exclusive discretion to determine whether an Executive's termination
of employment is involuntary.

            Section 3.02. Exclusions.

            The Plan Administrator shall not grant severance benefits to an
Executive in any of the following situations:

            (a) The Executive voluntarily retires or resigns from employment;

            (b) The Executive's position is eliminated and the Executive is
offered another position which the Executive declines (unless the Plan
Administrator has specifically authorized severance benefits in accordance with
the discretion granted to the Plan Administrator under Section 3.01 above);

            (c) The Executive is terminated, replaced, laid off or placed on
leave for reasons related to absenteeism or inappropriate conduct;

            (d) The Executive is terminated or separated for not returning, in a
timely manner, from an approved leave of absence;

            (e) The Executive's employment ends or is terminated because the
Executive is physically or otherwise unable to perform the essential functions
of his or her position, with or without any applicable reasonable accommodation;

            (f) The Executive's employment terminates while receiving or seeking
(or in connection with a condition or situation with respect to which the
Executive has indicated an

                                       4


intention to or is otherwise likely to seek) payments or benefits under a
program, policy, plan or a law that provides payments or benefits to an
Executive unable to work because of illness, injury or disability;

            (g) The Executive is eligible to receive pay-in-lieu of notice,
severance pay, termination pay or any other form of separation pay under any
law;

            (h) The Executive is terminated in connection with the sale by the
Company, or a subsidiary or affiliate of the Company, of all or part of a
division, plant, facility, operation, product line or other unit, or the
outsourcing of functions to a third party vendor, where the Executive is offered
employment with the purchaser, vendor or other transferee with a starting date
within ninety (90) days of the Executive's Termination Date;

            (i) The Executive's employment is governed by an employment contract
(in which case, the employment contract, and not this Plan, shall govern the
severance benefits, if any, to be provided to the Executive); or

            (j) The Executive is eligible for benefits under any other severance
plan, exit incentive plan, or reduction in force plan offered by the Company or
a subsidiary or affiliate of the Company.

                                       5


                    ARTICLE IV. AMOUNT OF SEVERANCE BENEFIT

            Section 4.01. Basic Severance Benefit.

            The Basic Severance Benefit for any Executive who becomes so
entitled shall be an amount equal to four (4) weeks of Base Salary. Payment will
be in a lump sum cash payment, after withholding of applicable income and
payroll taxes and other authorized withholdings. In addition, the Executive will
be eligible for the benefits described in Section 4.04 (a), (d) and (e).

            Section 4.02. Enhanced Severance Benefit.

            (a) In any case in which the Plan Administrator has authorized the
payment of severance benefits and the Executive provides a Release in a form
acceptable to the Company, then in lieu of the Basic Severance Benefit described
in Section 4.01, the Executive shall receive an Enhanced Severance Benefit. The
Enhanced Severance Benefit is an amount equal to one (1) year of Base Salary.

            (b) The Enhanced Severance Benefit is paid as a lump sum cash
payment, after withholding of applicable income and payroll taxes and other
authorized withholdings. In addition, the Executive will be eligible for the
benefits described in Section 4.04.

            Section 4.03. Reduction of Benefits.

            Benefits under Sections 4.01 or 4.02 will be reduced by the amount
of any unpaid obligations that the Executive owes to the Company, a subsidiary
or affiliate of the Company.

            Section 4.04. Other Continued Benefits.

            (a) An Executive who is eligible to receive Basic Severance Benefits
or Enhanced Severance Benefits and who, on the Executive's Termination Date, was
covered under the group medical and/or dental programs is eligible to continue
such group medical and/or dental coverage in accordance with the Consolidated
Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"). If the
Executive elects to continue medical and dental coverage in accordance with
COBRA and the Executive is entitled to the Enhanced Severance Benefit under
Section 4.02 the Company will pay, on the Executive's behalf, the COBRA premium

                                       6


contribution for twelve (12) months (after which, the Executive may continue at
his/her sole expense in accordance with the requirements of COBRA). Company
contributions will cease after twelve (12) months or when the Executive becomes
covered under another plan, whichever is earlier.

            (b) The Company will provide professional career transition services
to assist terminated Executives entitled to the Enhanced Severance Benefit in
the preparation for and execution of their job search, which services may
include career counseling, assessment of interests and skills, development of
job search tools such as resumes and cover letters, preparation of a job
discovery strategy, and interview skills coaching. The nature and scope of the
career transition services, and the providers through which such services will
be offered, will be determined by the Plan Administrator in its sole discretion.
The Company will pay for these services for six (6) months or until the
Executive becomes employed, whichever is earlier.

            (c) An Executive entitled to the Enhanced Severance Benefit shall
receive the unexpended after tax value of his or her Flex-Perqs account

            (d) An Executive's outstanding awards under the Visteon Corporation
2004 Incentive Plan shall be governed by the terms and conditions of each award
or grant, and not by the terms of this Plan.

            (e) An Executive who is eligible to receive retirement benefits
under a retirement plan maintained by the Company or a subsidiary may apply for
and commence retirement benefits in accordance with the terms of the applicable
retirement plan. Retirement benefits are not governed by the terms of this Plan.

                                       7


                         ARTICLE V. PAYMENT OF BENEFITS

            Section 5.01. Payment of Benefits.

            Payment of an Executive's severance benefits under Article IV shall
be made as soon as practicable following the date on which the Executive has
satisfied all of the requirements for receiving a severance benefit (including,
if applicable, the Executive's execution of a Release and the expiration of any
revocation period that is provided in accordance with applicable law or such
policies as may from time to time be adopted by the Plan Administrator). All
payments shall be subject to income tax withholding and other appropriate
deductions.

                                       8


                          ARTICLE VI. CLAIMS PROCEDURE

            Section 6.01. Claims Procedure.

            (a) Claim for Benefits. Any Executive who believes he or she is
entitled to benefits under the Plan in an amount greater than the amount
received may file, or have his or her duly authorized representative file, a
claim with the Plan Administrator. Any such claim shall be filed in writing
stating the nature of the claim, and the facts supporting the claim, the amount
claimed and the name and address of the claimant. The Plan Administrator shall
consider the claim and answer in writing stating whether the claim is granted or
denied. The written decision shall be within 90 days of receipt of the claim by
the Plan Administrator (or 180 days if additional time is needed and the
claimant is notified of the extension, the reason therefor and the expected date
of determination prior to commencement of the extension). If the claim is denied
in whole or in part, the Executive shall be furnished with a written notice of
such denial containing (i) the specific reasons for the denial, (ii) a specific
reference to the Plan provisions on which the denial is based, (iii) an
explanation of the Plan's appeal procedures set forth in subsection (b) below,
(iv) a description of any additional material or information which is necessary
for the claimant to submit or perfect an appeal of his or her claim and (v) an
explanation of the Executive's right to bring suit under ERISA following an
adverse determination upon appeal.

            (b) Appeal. If an Executive wishes to appeal the denial of his or
her claim, the Executive or his or her duly authorized representative shall file
a written notice of appeal to the Plan Administrator within 90 days of receiving
notice of the claim denial. In order that the Plan Administrator may
expeditiously decide such appeal, the written notice of appeal should contain
(i) a statement of the ground(s) for the appeal, (ii) a specific reference to
the Plan provisions on which the appeal is based, (iii) a statement of the
arguments and authority (if any) supporting each ground for appeal, and (iv) any
other pertinent documents or comments which the appellant desires to submit in
support of the appeal. The Plan Administrator shall decide the appellant's
appeal within 60 days of its receipt of the appeal (or 120 days if additional
time is needed and the claimant is notified of the extension, the reason
therefore and the expected date of determination prior to commencement of the
extension). The Plan Administrator's written

                                       9


decision shall contain the reasons for the decision and reference to the Plan
provisions on which the decision is based. If the claim is denied in whole or in
part, such written decision shall also include notification of the Executive's
right to bring suit for benefits under Section 502(a) of ERISA and the
claimant's right to obtain, upon request and free of charge, reasonable access
to and copies of all documents, records or other information relevant to the
claim for benefits.

            Section 6.02. Standard of Review.

            The Plan Administrator is vested with the discretionary authority
and control to determine eligibility for coverage and benefits and to construe
the terms of the Plan; any such determination or construction shall be final and
binding on all parties unless arbitrary or capricious. To the extent that the
Plan Administrator has appointed a delegate or delegates to administer the
claims procedure, any such determination or construction of the delegate shall
be final and binding on all parties to the same extent as if made by the Plan
Administrator.

            Section 6.03. Delegation to the Senior Vice President--Corporate
Relations.

            Subject to such limits as the Plan Administrator may from time to
time prescribe, the Company's Senior Vice President -- Corporate Relations may
exercise any of the authority and discretion granted to the Plan Administrator
hereunder, provided that the Senior Vice President -- Corporate Relations shall
not exercise any authority and responsibility with respect to non-ministerial
matters affecting the Senior Vice President -- Corporate Relations.

                                       10


               ARTICLE VII. AMENDMENT AND TERMINATION OF THE PLAN

            Section 7.01. Right to Amend and Terminate the Plan.

            The Company reserves the right, by action of the Senior Vice
President -- Corporate Relations, to amend, modify or terminate the Plan at any
time, in its sole discretion, without prior notice to Executives; provided that
the Organization & Compensation Committee of the Board of Directors of the
Company shall have the exclusive authority to amend the Plan to expand
eligibility or increase benefits, and with respect to amendments that, if
adopted, would increase the benefits payable to the Senior Vice President --
Corporate Relations by more than a de minimis amount.

                                       11


                     ARTICLE VIII. MISCELLANEOUS PROVISIONS

            Section 8.01. Non-Guarantee of Employment or Other Benefits.

            Neither the establishment of the Plan, nor any modification or
amendment hereof, nor the payment of any benefits hereunder shall be construed
as giving any person any legal or equitable right against the Company, a
subsidiary or affiliate of the Company, or the Plan Administrator, or the right
to payment of any benefits (other than those specifically provided herein), or
as giving any person the right to be retained in the service of the Company or a
subsidiary or affiliate of the Company.

            Section 8.02. Participant Rights Unsecured

            The right of an Executive to receive severance benefits hereunder
shall be an unsecured claim, and the Executive shall not have any rights in or
against any specific assets of the Company. The right of an Executive to payment
of benefits under this Plan shall not be subject to attachment or garnishment
(except as otherwise provided in the Plan) and may not be assigned, encumbered,
or transferred, except by will or the laws of descent and distribution. The
rights of an Executive under this Plan are exercisable during the Executive's
lifetime only by the Executive or the Executive's guardian or legal
representative.

                                                                    EXHIBIT 10.2

                               VISTEON CORPORATION
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

              Effective July 1, 2000, Together With All Amendments
                        Adopted Through February 9, 2005



                               VISTEON CORPORATION
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

      The Visteon Corporation Supplemental Executive Retirement Plan (the
"Plan") has been adopted to promote the best interests of Visteon Corporation
(the "Company") and the stockholders of the Company by attracting and retaining
key management employees possessing a strong interest in the successful
operation of the Company and its subsidiaries or affiliates and encouraging
their continued loyalty, service and counsel to the Company and its subsidiaries
or affiliates. The Plan is adopted effective July 1, 2000.

                                      -2-


                    ARTICLE I. DEFINITIONS AND CONSTRUCTION

      Section 1.01. Definitions. The following terms have the meanings indicated
below unless the context in which the term is used clearly indicates otherwise.

      (a) Balance Plus Program: The Balance Plus component of the Visteon
Pension Plan.

      (b) Beneficiary: The person or entity designated by a Participant to be
his or her beneficiary for purposes of this Plan (subject to such limitations as
to the classes and number of beneficiaries and contingent beneficiaries and such
other limitations as the Committee may prescribe). A Participant's designation
of beneficiary shall be valid and in effect only if a properly executed
designation, in such form as the Committee shall prescribe, is filed and
received by the Committee or its delegate prior to the Participant's death. If a
Participant designates his or her spouse as beneficiary, such beneficiary
designation automatically shall become null and void on the date of the
Participant's divorce or legal separation from such spouse. If a valid
designation of beneficiary is not in effect at the time of the Participant's
death, the estate of the Participant is deemed to be the sole beneficiary. If
multiple beneficiaries have been designated and one or more of the beneficiaries
predecease the Participant, then upon the Participant's death, payment shall be
made exclusively to the surviving beneficiary or beneficiaries unless the
Participant's designation specifies an alternate method of distribution.
Further, in the event that the Committee is uncertain as to the identity of the
Participant's beneficiary, the Committee may deem the estate of the Participant
to be the sole beneficiary. Beneficiary designations shall be in writing (or in
such other form as authorized by the Committee for this purpose, which may
include on-line designations), shall be filed with the Committee or its
delegate, and shall be in such form as the Committee may prescribe for this
purpose.

      (c) Board: The Board of Directors of the Company.

      (d) Code: The Internal Revenue Code of 1986, as interpreted by regulations
and rulings issued pursuant thereto, all as amended and in effect from time to
time. Any reference to a specific provision of the Code shall be deemed to
include reference to any successor provision thereto.

                                      -3-


      (e) Committee: The Organization and Compensation Committee of the Board.

      (f) Company: Visteon Corporation, or any successor thereto.

      (g) Covered Employment Classification: The employment positions classified
by the Company (or by a Participating Employer with the consent of the Company)
as Leadership Level One, Leadership Level Two, Leadership Level Three,
Leadership Level Four, Corporate Officer, Executive Leader or Senior Leader.

      (h) Credited Service: The years and any fractional year of credited
service at retirement, without duplication and not exceeding one year for any
calendar year, of the Participant under all the Retirement Plans; provided, that
solely for purposes of this Plan as applied to a Participant who is a
Transferred Group I or II Employee as defined under the Visteon Pension Plan,
and subject to Section 2.03, the Participant's credited service under all of the
Retirement Plans shall be deemed to include, to the extent not otherwise
considered under the Retirement Plans, the Participant's credited service
recognized under the General Retirement Plan of Ford Motor Company for
employment through June 30, 2000.

      (i) Eligibility Service: Subject to Section 2.05, service with a
Participating Employer while employed in a Covered Employment Classification;
provided, that in the case of a Participant who was covered under the Ford Motor
Company Supplemental Executive Retirement Plan on June 30, 2000, Eligibility
Service recognized for such Participant under the Ford Motor Company
Supplemental Executive Retirement Plan as of June 30, 2000 shall be recognized
as Eligibility Service under this Plan.

      (j) Employee: A person who is (i) classified by a Participating Employer
as a common law employee enrolled on the active employment rolls of the
Participating Employer, and (ii) regularly employed by a Participating Employer
on a salaried basis (as distinguished from a pension, retirement allowance,
severance pay, retainer, commission, fee under a contract or other arrangement,
or hourly, piecework or other wage).

      (k) ERISA: The Employee Retirement Income Security Act of 1974, as
interpreted by regulations and rulings issued pursuant thereto, all as amended
and in effect from time to

                                      -4-


time. Any reference to a specific provision of ERISA shall be deemed to include
reference to any successor provision thereto.

      (l) Participant: Subject to Section 2.05, an Employee who is employed in a
Covered Employment Classification, and where the context so requires, a former
Employee entitled to receive a benefit hereunder.

      (m) Participating Employer: The Company, Visteon Systems, LLC, Visteon
Global Technologies, Inc., and each other subsidiary a majority of the voting
stock of which is owned directly or indirectly by the Company or a limited
liability company a majority of the membership interest of which is owned
directly or indirectly by the Company, that with the consent of the Committee,
participates in the Plan for the benefit of one or more Participants in its
employ.

      (n) Plan: The Visteon Corporation Supplemental Executive Retirement Plan,
as amended and in effect from time to time.

      (o) Retirement Plans: The Visteon Pension Plan (other than the Balance
Plus Program) and the Salaried Retirement Plan of Visteon Systems, LLC, as
amended and in effect from time to time.

      Section 1.02. Construction and Applicable Law.

      (a) Wherever any words are used in the masculine, they shall be construed
as though they were used in the feminine in all cases where they would so apply;
and wherever any words are use in the singular or the plural, they shall be
construed as though they were used in the plural or the singular, as the case
may be, in all cases where they would so apply. Titles of articles and sections
are for general information only, and the Plan is not to be construed by
reference to such items.

      (b) This Plan is intended to be a plan of deferred compensation maintained
for a select group of management or highly compensated employees as that term is
used in ERISA, and shall be interpreted so as to comply with the applicable
requirements thereof. In all other respects, the Plan is to be construed and its
validity determined according to the laws of the State of Michigan to the extent
such laws are not preempted by federal law. In case any provision of

                                      -5-


the Plan is held illegal or invalid for any reason, the illegality or invalidity
will not affect the remaining parts of the Plan, but the Plan shall, to the
extent possible, be construed and enforced as if the illegal or invalid
provision had never been inserted.

                                      -6-


          ARTICLE II. SUPPLEMENTAL BENEFITS FOR PARTICIPANTS OTHER THAN
              PARTICIPANTS COVERED UNDER THE BALANCE PLUS PROGRAM

      Section 2.01. Eligibility. Subject to Section 2.05, a Participant shall be
eligible to receive a supplemental benefit as provided in this Article II if the
Participant:

      (a) retires directly from employment with a Participating Employer (i) on
normal or disability retirement under the Retirement Plan, or (ii) terminates
employment with the approval of the Participating Employer at or after age 55;

      (b) is eligible to receive a monthly normal, disability or early
retirement benefit under one or more Retirement Plans (other than the Balance
Plus Program);

      (c) has at least ten (10) years of Credited Service, without duplication,
under all Retirement Plans;

      (d) has at least five continuous years of Eligibility Service immediately
preceding termination of employment, unless the eligibility condition set forth
in this subsection (d) is waived by the Chairman of the Board or the President
of the Company; and

      (e) is not covered by the Balance Plus Program.

      Section 2.02. Additional Definitions. For purposes of this Article II, the
following terms have the meanings indicated below:

      (a) Final Five Year Average Base Salary: The average of the Participant's
Monthly Base Salary for the five December 31 measurement dates coincident with
or immediately preceding the Participant's retirement.

      (b) Monthly Base Salary: Subject to Section 2.05, the monthly base salary
paid to a Participant while employed in a Covered Employment Classification on
December 31, prior to giving effect to any salary reduction agreement to which
Section 125 or Section 402(a)(8) of the Code applies, but not including any
other kind of extra or additional compensation. For purposes of this subsection,
base salary paid by Ford Motor Company prior to July 1, 2000 shall be treated as
if paid by the Company.

                                      -7-


      Section 2.03. Amount of Supplemental Benefit.

      (a) Subject to Section 2.05, any reductions pursuant to subsections (b)
and (c) below and to any limitations and reductions pursuant to other provisions
of the Plan, the monthly supplemental benefit shall be an amount equal to the
Participant's Final Five Year Average Base Salary multiplied by the
Participant's years of Credited Service at retirement, and further multiplied by
the Applicable Percentage based on the Covered Employment Classification in
which the Participant served immediately prior to his or her retirement, as
follows:



Covered Employment Classification
 Immediately Prior to Retirement                       Applicable Percentage
- -----------------------------------------              ---------------------
                                                    
Chairman                                                       0.90%

President                                                      0.80%

Executive Vice President                                       0.80%

Senior Vice President                                          0.75%

Vice President                                                 0.70%

Executive Leader or Leadership                                 0.40%
Level Two

Senior Leader, Leadership Level Three, or                      0.20%
Leadership Level Four


      (b) For a Participant who is a Transferred Group I or II Employee as
defined under the Visteon Pension Plan and who is entitled to a benefit under
the Ford Motor Company Supplemental Executive Retirement Plan, the monthly
supplement benefit payable hereunder shall be reduced by the amount of the
supplemental benefit to which the Participant is entitled under the Ford Motor
Company Supplemental Executive Retirement Plan (or to which the Participant
would have been entitled under such plan except for any forfeiture of benefits
attributable to the Participant's conduct). In addition, the Committee may
further adjust the monthly supplemental benefit payable to a Participant who is
a Transferred Group I or II Employee if such action is necessary or desirable as
a result of changes in the Ford Motor Company Supplemental Executive Retirement
Plan or if such action is otherwise necessary or desirable in order to avoid
duplicative benefits or to ensure that the Participant's aggregate

                                      -8-


benefit from this Plan and from the Ford Motor Company Supplemental Executive
Retirement Plan, and the allocation of benefits between such plans, is
consistent with the Employee Transition Agreement dated April 1, 2000 by and
between the Company and Ford Motor Company, and any amendments thereto.

      (c) For a Participant who shall retire before age 62, the monthly
supplemental benefit payable hereunder shall equal the amount calculated in
accordance with subsections (a) and (b) immediately above, reduced by 5/18 of 1%
multiplied by the number of months from the later of the date the supplemental
benefit commences, or age 55 in the case of earlier receipt by reason of
disability retirement, to the first day of the month after the Participant would
attain age 62.

      Section 2.04. Payments. Subject to the earning-out conditions set forth in
Article VI, supplemental benefits, in the amount determined under Section 2.03,
shall be payable out of the Company's general funds monthly, commencing the
first day of the month following the Participant's termination of employment
after satisfying the eligibility requirements set forth in Section 2.01.
Payments to a Participant hereunder shall cease at the end of the month in which
the Participant dies. There is no pre-retirement or post-retirement death
benefit payable under this Article II following the death of the Participant.

      Section 2.05. Special Rules for Certain Employees Affected by 2001 Work
Force Restructuring Program. The following rules shall apply to an Employee who
(i) was employed in a Covered Employment Classification immediately prior to the
Company's 2001 Work Force Restructuring (the "Restructuring"), and (ii)
continued to be employed by a Participating Employer following the Restructuring
but, as a result of the Restructuring, ceased to be employed in a Covered
Employment Classification:

      (a) The Employee will continue as a Participant in the Plan
notwithstanding the Employee's transfer to a non-Covered Employment
Classification.

      (b) The Employee will continue to accumulate Eligibility Service for
employment with a Participating Employer following the Restructuring, and such
employment shall be treated, for purposes of Section 1.01(j), 2.01(d) and
2.02(b), as if it were employment in an Eligible Employment Classification.

                                      -9-


      (c) The amount of the Employee's supplemental benefit under Section 2.03
shall be based on the Covered Employment Classification in which the Employee
was employed immediately prior to the Restructuring.

                                      -10-


           ARTICLE III. SUPPLEMENTAL BENEFITS FOR PARTICIPANTS IN THE
                              BALANCE PLUS PROGRAM

      Section 3.01. Eligibility. A Participant shall be eligible to receive a
supplemental benefit as provided in this Article III if the Participant:

      (a) is covered under and will receive a monthly annuity benefit from the
Balance Plus Program;

      (b) is employed in a Covered Employment Classification at termination of
employment; and

      (c) terminates employment after his or her SERP Eligibility Date with the
approval of the Participating Employer.

      Section 3.02. Additional Definitions. For purposes of this Article III,
the following terms have the meanings indicated below:

      (a) Annual Incentive: The portion of the Visteon Incentive Plan, or any
successor plan, that provides for incentive compensation that is awarded in the
form of a cash bonus and that is based on a performance period of 12 months or
less.

      (b) Compensation: The Participant's compensation as defined in the Balance
Plus Program for purposes of determining cash balance accruals, plus for any
month after the Participant's SERP Eligibility Date, any Annual Incentive
amounts actually paid to the Participant (or that would have been paid to the
Participant except for the Participant's election to defer all or a portion of
such payment), all as determined without regard to the compensation limitation
of Code Section 401(a)(17).

      (c) Final Average Compensation: The final average compensation that would
be determined for the Participant under the Balance Plus Program for purposes of
determining pension equity accruals if such final average compensation were
determined without regard to the compensation limitation of Code Section
401(a)(17), plus the average of the three highest consecutive Annual Incentive
amounts paid to the Participant (or that would have been paid to the Participant
except for the Participant's election to defer all or a portion of such payment)

                                      -11-


during the 120 month period immediately preceding the Participant's termination
of employment.

      (d) SERP Eligibility Date: The date on which the Participant has, for each
of at least five years of Eligibility Service prior to the Participant's
termination of the employment with a Participating Employer, been selected to
participate in the Company's Annual Incentive program and has been granted a
target bonus under such program of at least 40% of the Participant's annual base
salary rate in effect on the date the target bonus amount is established.

      Section 3.03. Amount of Supplemental Benefit.

      (a) Subject to any limitations and reductions pursuant to other provisions
of the Plan, the monthly supplemental benefit shall be an amount equal to:

            (i)   The monthly annuity benefit that the Participant would have
                  received under the Balance Plus Program if the Participant's
                  benefit under such program had been calculated in accordance
                  with the modifications described in subsection (b) below;
                  minus

            (ii)  The monthly annuity benefit to which the Participant is
                  actually entitled under the Balance Plus Program; minus

            (iii) The monthly annuity benefit to which the Participant is
                  actually entitled under the Visteon Corporation Pension Parity
                  Plan (or the monthly annuity benefit to which the Participant
                  would have been entitled under the Visteon Corporation Pension
                  Parity Plan except for the Participant's election of a single
                  sum payment).

      (b) The monthly annuity benefit for purposes of subsection (a)(i) above is
the monthly annuity benefit to which the Participant would have been entitled
under the Balance Plus Program if the Participant's benefit under such program
were calculated consistent with the following modifications:

                                      -12-


            (i)   Both for purposes of calculating the Participant's cash
                  balance benefit and for purposes of calculating the
                  Participant's pension equity benefit, the limitations of Code
                  Section 415 are disregarded;

            (ii)  For purposes of calculating a Participant's cash balance
                  benefit, the benefit is calculated by applying the definition
                  of Compensation set forth in Section 3.02(b) above in lieu of
                  the definition set forth in the Balance Plus Program; and

            (iii) For purposes of calculating a Participant's pension equity
                  benefit:

                  (A)   The benefit is calculated by applying a benefit
                        multiplier of 15% in lieu of the 12.5% benefit
                        multiplier specified in the Balance Plus Program;

                  (B)   The benefit is calculated by applying the definition of
                        Final Average Compensation set forth in Section 3.02(c)
                        above in lieu of the definition set forth in the Balance
                        Plus Program; and

                  (C)   The benefit is calculated by applying the following
                        early commencement reduction factors in lieu of the
                        early commencement factors set forth in the Balance Plus
                        Program:



Applicable Period Preceding Participant's
          Normal Retirement Date                           Reduction
- -----------------------------------------      ---------------------------------
                                            
              First 5 Years                             1.25% Per Year*
Years in Excess of 5 But Not More Than 20               3.75% Per Year*
          Years in Excess of 20                Actuarially Equivalent Reduction*


* The reduction will be prorated for portions of a year, by multiplying the
applicable reduction for a full year by a fraction, the numerator of which is
the number of full months in such partial year, and the denominator of which is
12. In addition, the reduction is cumulative, e.g., if the Applicable Period is
23 years prior to the Participant's Normal Retirement Date, the reduction is
1.25% for each of years one through five, 3.75% for each of years six through
20, and an Actuarially Equivalent reduction for years 21 through 23.

                                      -13-


      (c) A Participant who becomes disabled while actively employed will
continue to accrue benefits under this Article III during the period of
disability to the same extent that the Participant accrues benefits under the
Balance Plus Program during the period of such disability.

      Section 3.04. Payment of Supplemental Benefit. The Participant's monthly
supplemental benefit shall be paid by the Participating Employer in the same
form and for the same period the corresponding benefit under the Balance Plus
Program is paid. Accordingly, except as provided in Section 3.05, the
supplemental benefit shall be paid to the person receiving payment of the
corresponding benefit under payable at the same time and in the same form as
paid the Participant's benefit under the Balance Plus Program with each payment
being made, as nearly as practicable, at the same time as the corresponding
benefit from the Balance Plus Plan. The interest rates, mortality factors,
annuity conversion factors, early commencement reductions, assumptions for
converting from one form of benefit to another, and all other actuarial
conversion and adjustment factors, shall be the same as those applicable in
calculating the Participant's actual annuity benefit under the Balance Plus
Program.

      Section 3.05. Death Benefits.

      (a) If the Participant dies on or after the date on which payment of the
Participant's supplemental benefit has commenced, the only death benefits
payable shall be those (if any) that are payable under the form of annuity
benefit applicable to the Participant.

      (b) If the Participant dies prior to the Participant's SERP Eligibility
Date, no benefits are payable following the Participant's death.

      (c) If the Participant dies after the Participant's SERP Eligibility Date
but prior to the date on which payment of the Participant's supplemental benefit
has commenced, a single sum death benefit shall be paid to the Participant's
Beneficiary. The amount of the death benefit will be equal to the actuarially
equivalent single sum value of the monthly annuity benefit that otherwise would
have been payable under Section 3.03. Actuarial equivalence shall be determined
by using the interest rate and mortality table applicable under the Balance Plus
Program.

                                      -14-


                       ARTICLE IV. CONDITIONAL ANNUITIES

      Section 4.01. Eligibility. The Committee, in its discretion, may award to
a Participant who is a Corporate Officer or an employee in Leadership Level One
additional retirement income in the form of a Conditional Annuity, which shall
become payable if the Participant shall retire directly from employment with a
Participating Employer either (i) on normal or disability retirement or (ii)
with the approval of the Participating Employer at or after age 55 on early
retirement. This Article III shall only apply to a Participant whose original
date of hire is prior to January 1, 2002.

      Section 4.02. Amount of Conditional Annuity.

      (a) In determining the amount of any Conditional Annuity to be awarded to
an eligible Participant for any year, the Committee shall consider the Company's
profit performance and the amount of supplemental compensation that is awarded
to such Participant for such year. Awards shall be made only for years in which
the Committee has decided, for reasons other than individual or corporate
performance or termination of employment, to award supplemental compensation to
an eligible Participant in an amount which is less than would have been awarded
if the historical relationship to awards to other executives had been followed
(including, for this purpose, the historical relationship to awards made by Ford
Motor Company with respect to periods prior to July 1, 2000, during which time
the Company was a wholly-owned subsidiary or division of Ford Motor Company).

      (b) The aggregate annual amount payable under the Conditional Annuities
awarded to any eligible Participant and the annual amount payable to an eligible
Participant as a conditional annuity under the Ford Motor Company Supplemental
Executive Retirement Plan, shall not exceed an amount equal to the Applicable
Percentage of such Participant's Final Three Year Average Base Salary,
determined in accordance with the following table:

                                      -15-




                                            Applicable Percentage
                                ----------------------------------------------
Number of Years for                                              All Other
Which a Conditional               Chairman                       Eligible
Annuity is Awarded              And President               Corporate Officers
- -------------------             -------------               ------------------
                                                      
         1                           30%                              20%
         2                           35                               25
         3                           40                               30
         4                           45                               35
     5 or more                       50                               40


          The percentage shall be reduced pro rata to the extent that Credited
Service at retirement is less than 30 years.

      (c) "Final Three Year Average Base Salary" means the average of the
Participant's Monthly Base Salary (as defined in Section 2.02) for the three
December 31 measurement dates coincident with or immediately preceding the
Participant's retirement.

      Section 4.03. Payments.

      (a) Subject to the earning-out conditions set forth in Article IV,
Conditional Annuities, in the amount determined under Section 4.02, shall be
payable out of the Company's general funds monthly beginning on the first day of
the month when the Participant's retirement benefit under any Retirement Plan or
under the Company's Executive Separation Allowance Plan begins. Except as
provided in Section 4.04, payments with respect to a Participant hereunder shall
cease at the end of the month in which such Participant dies.

      (b) For a Participant who retires before age 65, the monthly payment under
any Conditional Annuity awarded to such Participant shall equal the actuarial
equivalent (based on factors determined by the Company's independent consulting
actuary) of the monthly amount payable for retirement at age 65.

      Section 4.04. Death Benefits. Upon death before retirement but at or after
age 55, the Participant's Beneficiary shall be paid a lump sum equal to 30 times
(representing 30 months) the aggregate monthly amount payable under such
Participant's Conditional Annuities if the

                                      -16-


Participant had been age 55 at death, increased by one-third of one month for
each full month by which the Participant's age at death shall exceed age 55. If
death occurs within 120 months following retirement, the monthly payments under
the Conditional Annuity shall be continued to the Participant's Beneficiary for
the remaining balance of the 120 month period following retirement.

                                      -17-


                         ARTICLE V. ADDITIONAL BENEFITS

      Section 5.01. Retirement Plan Supplement for Certain Transferred
Employees. A Participant who retired on June 30, 2000 from Ford Motor Company,
and who was employed by the Company as a Corporate Officer on July 1, 2000,
shall, upon retirement from the Company, receive the additional monthly
retirement benefits described in this Section.

      (a) An eligible Participant shall receive a monthly retirement benefit
equal to the difference between (i) and (ii) below, where:

            (i)   is the aggregate monthly retirement benefit to which the
                  Participant would have been entitled under the General
                  Retirement Plan of Ford Motor Company and the defined benefit
                  component of the Ford Motor Company Benefit Equalization Plan
                  (collectively, the "Ford Pension Plans") if the Participant's
                  employment with the Company on and after July 1, 2000, and the
                  compensation attributable to such employment, had instead been
                  employment with, and compensation from, Ford Motor Company;
                  and

            (ii)  is the aggregate monthly retirement benefit under the Ford
                  Pension Plans, the Retirement Plans, and the Visteon
                  Corporation Pension Parity Plan, to which the Participant is
                  actually entitled.

      (b) In addition, an eligible Participant shall receive a monthly
retirement benefit equal to the difference between (i) and (ii) below, where:

            (i)   is the monthly retirement benefit to which the Participant
                  would have been entitled under the Ford Motor Company
                  Supplemental Executive Retirement Plan if the Participant's
                  employment with the Company on and after July 1, 2000, and the
                  compensation attributable to such employment, had instead been
                  employment with, and compensation from, Ford Motor Company;
                  and

            (ii)  is the aggregate monthly retirement benefit under the Ford
                  Motor Company Supplemental Executive Retirement Plan and under
                  Article II of

                                      -18-


                  this Plan, to which the Participant is actually entitled;
                  provided that any reduction in the Participant's benefit under
                  the Ford Motor Company Supplemental Executive Retirement Plan
                  for early benefit commencement shall be taken into account
                  only to the extent that such reduction would apply if the
                  Participant's benefit under the Ford Motor Company
                  Supplemental Executive Retirement Plan commenced on the same
                  date as the Participant's benefit under Article II of this
                  Plan commence.

      (c) The supplemental benefit under subsection (a) above shall be paid
beginning with a payment for the month following the month in which occurs the
Participant's retirement from the Company and all subsidiaries or affiliates,
and shall be paid in the same form and for the same duration as is paid the
Participant's benefit under the General Retirement Plan of Ford Motor Company.
The supplemental benefit under subsection (b) above shall be paid in accordance
with Article II of this Plan as if the benefit had been initially calculated
under that Article.

      (d) The monthly retirement benefits calculated under subsections (a)(i)
and (b)(i) shall be determined based upon the terms of the applicable Ford Motor
Company plan as in effect on June 30, 2000. The Committee has full authority and
discretion to adjust (including to reduce) the benefit amounts calculated above
to reflect changes in the design of the applicable Ford Motor Company plan or to
take into account such other factors as the Committee, in its sole discretion,
deems relevant.

      (e) The Committee may adjust the benefit otherwise payable under this
Section 5.01 if such action is necessary or desirable on account of differences
in the form or time of payment under the plans and arrangements described in
this Section 5.01 or on account of such other factors identified by the
Committee as making an adjustment necessary or desirable.

      Section 5.02. Additional Benefits for the Chief Operating Officer.

      (a) This Section applies to a Participant who was the Company's Chief
Operating Officer on January 1, 2002. Such Participant shall be entitled to an
additional benefit equal to the Participant's basic retirement benefit under the
Visteon Pension Plan and Visteon

                                      -19-


Corporation Pension Parity Plan. For this purpose, the term "basic retirement
benefit" means the Participant's retirement benefit exclusive of any early
retirement supplements, interim supplements or temporary benefits.

      (b) The additional benefit shall be paid at the same time and in the same
form as the Participant's benefit under the Visteon Pension Plan and the Visteon
Corporation Pension Parity Plan is paid, and shall be subject to all of the
other terms of the conditions of such plans as if the additional benefit were
actually accrued under such plans.

                                      -20-


                       ARTICLE VI. EARNING OUT CONDITIONS

      Section 6.01. Conditions Applicable to Continued Payment of Award.

      (a) Anything herein contained to the contrary notwithstanding, the right
of any Participant to receive benefit payments hereunder for any month shall
accrue only if, during the entire period from the date of retirement to the end
of such month, the Participant shall have earned out such payment by refraining
from engaging in any activity that is directly or indirectly in competition with
any activity of the Company or any subsidiary or affiliate thereof. The
Committee shall have the sole and absolute discretion to determine whether a
Participant's activities constitute competition with the Company, and the
Committee may promulgate such rules and regulations in this regard as it deems
appropriate.

      (b) In the event of a Participant's nonfulfillment of the condition set
forth in the immediately preceding paragraph, no further payment shall be made
to the Participant or the Beneficiary; provided, however, that the
nonfulfillment of such condition may at any time (whether before, at the time of
or subsequent to termination of employment) be waived in the following manner:

            (i)   with respect to any such Participant who at any time shall
                  have been a member of the Board of Directors, the President,
                  an Executive Vice President, a Senior Vice President, a Vice
                  President, the Treasurer, the Controller or the Secretary of
                  the Company, such waiver may be granted by the Committee upon
                  its determination that in its sole judgment there shall not
                  have been and will not be any substantial adverse effect upon
                  the Company or any subsidiary or affiliate thereof by reason
                  of the nonfulfillment of such condition; and

            (ii)  with respect to any other such Participant, such waiver may be
                  granted by the Retirement Committee designated under the
                  Visteon Pension Plan upon its determination that in its sole
                  judgment there shall not have been and will not be any such
                  substantial adverse effect.

                                      -21-


      (c) Anything herein contained to the contrary notwithstanding, benefit
payments shall not be paid to or with respect to any person as to whom it has
been determined that such person at any time (whether before or subsequent to
termination of employment) acted in a manner detrimental to the best interests
of the Company. Any such determination shall be made by (i) the Committee with
respect to any Participant who at any time shall have been a member of the Board
of Directors, an Executive Vice President, a Senior Vice President, a Vice
President, the Treasurer, the Controller or the Secretary of the Company, and
(ii) the Retirement Committee designated under the Visteon Pension Plan with
respect to any other Participant, and shall apply to any amounts payable after
the date of the applicable committee's action hereunder, regardless of whether
the Participant has commenced receiving benefit payments hereunder. Conduct
which constitutes engaging in an activity that is directly or indirectly in
competition with any activity of the Company or any subsidiary or affiliate
thereof shall be governed by subsections (a) and (b) above and shall not be
subject to any determination under this subsection (c).

                                      -22-


                        ARTICLE VII. GENERAL PROVISIONS

      Section 7.01. Administration and Interpretation.

      (a) Subject to subsection (b) below, the Committee shall administer and
interpret the Plan.

      (b) Subject to such limits as the Committee may from time to time
prescribe or such additional or contrary delegations of authority as the
Committee may prescribe, the Company's Director of Compensation and Benefits may
exercise any of the authority and discretion granted to the Committee hereunder,
provided that (i) the Director of Compensation and Benefits shall not be
authorized to amend the Plan, and (ii) the Director of Compensation and Benefits
shall not exercise any authority and responsibility with respect to
non-ministerial matters affecting the participation in the Plan by the Director
of Compensation and Benefits. To the extent that the Director of Compensation
and Benefits is authorized to act on behalf of the Committee, any references
herein to the Committee shall be also be deemed references to the Director of
Compensation and Benefits.

      (c) The Committee may adopt and modify rules and regulations relating to
the Plan as it deems necessary or advisable for the administration of the Plan.
The Committee shall have the discretionary authority to interpret and construe
the Plan, to make benefit determination (and benefit adjustments) under the
Plan, and to take all other actions that may be necessary or appropriate for the
administration of the Plan. Each determination, interpretation or other action
made or taken pursuant to the provisions of the Plan by the Committee shall be
final and shall be binding and conclusive for all purposes and upon all persons,
including, but without limitation thereto, the Company, its stockholders, the
Participating Employers, the directors, officers, and employees of the Company
or a Participating Employer, the Plan participants, and their respective
successors in interest.

      Section 7.02. Restrictions to Comply with Applicable Law. Notwithstanding
any other provision of the Plan, the Company shall have no liability to make any
payment under the Plan unless such delivery or payment would comply with all
applicable laws and the applicable requirements of any securities exchange or
similar entity.

                                      -23-


      Section 7.03. Deductions. Anything contained in the Plan notwithstanding,
a Participating Employer may deduct from any distribution hereunder all amounts
owed to the Company or a Participating Employer by the Participant for any
reason, and all taxes required by law or government regulation to be deducted or
withheld.

      Section 7.04. Claims Procedure.

      (a) Claim for Benefits. Any Participant or Beneficiary (hereafter referred
to as the "claimant") under this Plan who believes he or she is entitled to
benefits under the Plan in an amount greater than the amount received may file,
or have his or her duly authorized representative file, a claim with the
Committee. Any such claim shall be filed in writing stating the nature of the
claim, and the facts supporting the claim, the amount claimed and the name and
address of the claimant. The Committee shall consider the claim and answer in
writing stating whether the claim is granted or denied. The written decision
shall be within 90 days of receipt of the claim by the Committee (or 180 days if
additional time is needed and the claimant is notified of the extension, the
reason therefor and the expected date of determination prior to commencement of
the extension). If the claim is denied in whole or in part, the claimant shall
be furnished with a written notice of such denial containing (i) the specific
reasons for the denial, (ii) a specific reference to the Plan provisions on
which the denial is based, (iii) an explanation of the Plan's appeal procedures
set forth in subsection (b) below, (iv) a description of any additional material
or information which is necessary for the claimant to submit or perfect an
appeal of his or her claim and (v) an explanation of the Participant's or
Beneficiary's right to bring suit under ERISA following an adverse determination
upon appeal.

      (b) Appeal. If a claimant wishes to appeal the denial of his or her claim,
the claimant or his or her duly authorized representative shall file a written
notice of appeal to the Committee within 90 days of receiving notice of the
claim denial. In order that the Committee may expeditiously decide such appeal,
the written notice of appeal should contain (i) a statement of the ground(s) for
the appeal, (ii) a specific reference to the Plan provisions on which the appeal
is based, (iii) a statement of the arguments and authority (if any) supporting
each ground for appeal, and (iv) any other pertinent documents or comments which
the appellant desires to submit in support of the appeal. The Committee shall
decide the appellant's appeal within 60

                                      -24-


days of its receipt of the appeal (or 120 days if additional time is needed and
the claimant is notified of the extension, the reason therefore and the expected
date of determination prior to commencement of the extension). The Committee's
written decision shall contain the reasons for the decision and reference to the
Plan provisions on which the decision is based. If the claim is denied in whole
or in part, such written decision shall also include notification of the
claimant's right to bring suit for benefits under Section 502(a) of ERISA and
the claimant's right to obtain, upon request and free of charge, reasonable
access to and copies of all documents, records or other information relevant to
the claim for benefits.

      Section 7.05. Participant Rights Unsecured.

      (a) Unsecured Claim. The right of a Participant or his or her Beneficiary
to receive a distribution hereunder shall be an unsecured claim, and neither the
Participant nor any Beneficiary shall have any rights in or against any amount
credited to his or her Account or any other specific assets of a Participating
Employer. The right of a Participant or Beneficiary to the payment of benefits
under this Plan shall not be assigned, encumbered, or transferred, except by
will or the laws of descent and distribution. The rights of a Participant
hereunder are exercisable during the Participant's lifetime only by the
Participant or the Participant's guardian or legal representative.

      (b) Contractual Obligation. The Company may authorize the creation of a
trust or other arrangements to assist it in meeting the obligations created
under the Plan. However, any liability to any person with respect to the Plan
shall be based solely upon any contractual obligations that may be created
pursuant to the Plan. No obligation of a Participating Employer shall be deemed
to be secured by any pledge of, or other encumbrance on, any property of a
Participating Employer. Nothing contained in this Plan and no action taken
pursuant to its terms shall create or be construed to create a trust of any
kind, or a fiduciary relationship between a Participating Employer and any
Participant or Beneficiary, or any other person.

      Section 7.06. No Contract of Employment. The Plan is an expression of the
Company's present policy with respect to Company executives who meet the
eligibility requirements set forth herein. The Plan is not a contract of
employment, nor does it provide any Participant with a right to continue in the
employment of the Company or any other entity. No Participant,

                                      -25-


Beneficiary or other person shall have any legal or other right to any benefit
payments except in accordance with the terms of the Plan, and then only while
the Plan is in effect and subject to the Company's right to amend or terminate
the Plan as provided in Section 7.07 below.

      Section 7.07. Amendment or Termination. There shall be no time limit on
the duration of the Plan. However, the Company, by action of the Senior Vice
President - Corporate Relations, may at any time and for any reason, amend or
terminate the Plan; provided that the Committee shall have the exclusive
amendment authority with respect to any amendment that, if adopted, would
increase the benefit payable to the Senior Vice President - Corporate Relations
by more than a de minimis amount. Any Plan amendment or termination may reduce
or eliminate a Participant's benefit under the Plan, including, without
limitation, an amendment to eliminate future benefit payments for some or all
Participants, whether or not in pay status at the time such action is taken.

      Section 7.08. Administrative Expenses. Costs of establishing and
administering the Plan will be paid by the Participating Employers.

      Section 7.09. No Assignment of Benefits. No rights or benefits under the
Plan shall, except as otherwise specifically provided by law, be subject to
assignment (except for the designation of beneficiaries pursuant to subsection
(b) of Section 1.01), nor shall such rights or benefits be subject to attachment
or legal process for or against a Participant or his or her Beneficiary.

      Section 7.10. Successors and Assigns. This Plan shall be binding upon and
inure to the benefit of the Participating Employers, their successors and
assigns and the Participants and their heirs, executors, administrators, and
legal representatives.

                                  VISTEON CORPORATION

                                    /s/ Robert H. Marcin
                                  -------------------------------------------
                                  ROBERT H. MARCIN
                                  SENIOR VICE PRESIDENT - CORPORATE RELATIONS

                                      -26-

                                                                    EXHIBIT 10.3

                               VISTEON CORPORATION

                       EXECUTIVE SEPARATION ALLOWANCE PLAN

                      (As amended through February 9, 2005
                    for Separations on or after July 1, 2000)



                               VISTEON CORPORATION

                       EXECUTIVE SEPARATION ALLOWANCE PLAN

      This Plan has been established for the purpose of providing certain
eligible employees with an Executive Separation Allowance in the event of their
separation from employment with the Company under certain circumstances. The
Plan is an expression of the Company's present policy with respect to separation
allowances for employees who meet the eligibility requirements set forth below;
it is not a part of any contract of employment and no employee or other person
shall have any legal or other right to any Executive Separation Allowance. The
Plan is adopted effective July 1, 2000.

                                       2



      Section 1. DEFINITIONS. As used in the Plan, the following terms shall
have the following meanings, respectively:

      "AFFILIATE" shall mean, as applied with respect to any person or legal
      entity specified, a person or legal entity that directly or indirectly,
      through one or more intermediaries, controls or is controlled by, or is
      under common control with the person or legal entity specified.

      "COMMITTEE" shall mean the Organization and Compensation Committee of the
      Board of Directors of Visteon Corporation.

      "COMPANY" shall mean Visteon Corporation and such of the subsidiaries of
      Visteon Corporation as, with the consent of Visteon Corporation, shall
      have adopted this Plan.

      "ELECTED OFFICER" shall mean an officer of the Company elected by the
      Board of Directors of Visteon Corporation.

      "ELIGIBLE SURVIVING SPOUSE" shall mean a spouse to whom an employee has
      been married at least one year at the date of the employee's death.

      "LEADERSHIP LEVEL ONE OR TWO EMPLOYEE" shall mean an employee of the
      Company who is assigned to the Leadership Level One or Two, or its
      equivalent, or for periods prior to January 1, 2000, shall mean an
      Executive Roll Employee.

      "EXECUTIVE LEADER" shall mean an employee who, on or after January 1,
      2002, is classified as an Executive Leader by the Company.

      "PARTICIPANT" shall mean an employee who meets the eligibility criteria
      set forth in Section 2.

      "SERVICE" shall mean an eligible employee's years of service (including
      fractions of years) used in determining eligibility for retirement
      benefits under the Visteon Pension Plan or the Salaried Retirement Plan of
      Visteon Systems, LLC.

                                       3



      "SUBSIDIARY" shall mean, as applied with respect to any person or legal
      entity specified, (i) a person or legal entity, a majority of the voting
      stock of which is owned or controlled, directly or indirectly, by the
      person or legal entity specified, or (ii) any other type of business
      organization in which the person or legal entity specified owns or
      controls, directly or indirectly, a majority interest.

      Section 2. ELIGIBILITY. Each Executive Leader or Elected Officer (or,
prior to January 1, 2002, each Leadership Level One or Two Employee) who is
separated from employment with the approval of the Company and who

      (1)   was employed by the Company on or before December 31, 2001;

      (2)   attained the level of Executive Leader, Elected Officer, Leadership
            Level One or Leadership Level Two on or before June 30, 2004;

      (3)   has at least five years' service on the Executive Roll, or its
            equivalent;

      (4)   has at least ten years of contributory membership under the Visteon
            Pension Plan (which, for purposes of this Section 2, shall be deemed
            to include contributory service under the Ford Motor Company General
            Retirement Plan) or the Salaried Retirement Plan of Visteon Systems,
            LLC. For purposes of this subsection (4), contributory service
            includes waiting period service or pre-participation service that is
            counted as contributory service under the plans; and

      (5)   is at least 55 years of age

shall be eligible to receive an Executive Separation Allowance as provided
herein. The Eligible Surviving Spouse of an employee who (i) has not separated
from employment with the Company, and (ii) meets the eligibility conditions set
forth in subsections (1) through (5) of this Section 2 on or before June 30,
2004 shall be eligible to receive the Executive Separation Allowance that the
deceased employee would have been eligible to receive if such employee had
separated from employment with the approval of the Company on the date of the
employee's death.

                                       4



      The eligibility conditions set forth in subsections (3) and (4) of Section
2 may be waived by the Chief Executive Officer or the President.

      Section 3. CALCULATION OF AMOUNT.

      A. BASE MONTHLY SALARY. For purposes of the Plan, the "Base Monthly
Salary" of a Participant shall be the highest monthly base salary rate of such
employee during the employee's 12 months of service immediately preceding
separation from employment with the Company, prior to giving effect to any
salary reduction agreement pursuant to an employee benefit plan, as defined in
Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended,
(i) to which Section 125 or Section 402(e)(3) of the Internal Revenue Code of
1986, as amended, applies, or (ii) which provides for the elective deferral of
compensation. It shall not include supplemental compensation or any other kind
of extra or additional compensation. For purposes of this subsection, base
salary paid by Ford Motor Company prior to July 1, 2000 shall be treated as if
paid by the Company.

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

      The gross amount for any month shall be reduced by any payments paid or
payable for such month to the Participant, the Participant's surviving spouse,
contingent annuitant, or other beneficiary under the Visteon Pension Plan, the
Salaried Retirement Plan of Visteon Systems, LLC, the Ford Motor Company General
Retirement Plan, the Ford Motor Company Executive Separation Allowance Plan, or
any other private retirement plan, other than the Visteon Corporation
Supplemental Retirement Plan or the Ford Motor Company Supplemental Executive
Retirement Plan, to which the Company or its subsidiaries shall have
contributed.

                                       5



      C. ADDITIONAL ALLOWANCE FOR CERTAIN TRANSFERRED EMPLOYEES. A Participant
who retired on June 30, 2000 from Ford Motor Company, and who was an Elected
Officer on June 28, 2000, shall, upon meeting the eligibility requirements in
Section 2, receive the additional allowance equal to the difference between (i)
and (ii) below, where:

            (i)   is the aggregate monthly amount of Executive Separation
                  Allowance to which the Participant would have been entitled
                  under the Ford Motor Company Executive Separation Allowance
                  Plan if the Participant's employment with the Company on and
                  after July 1, 2000, and the Base Monthly Salary attributable
                  to such employment, had instead been employment with, and Base
                  Monthly Salary from, Ford Motor Company; and

            (ii)  is the aggregate monthly amount of Executive Separation
                  Allowance under the Ford Motor Company Executive Separation
                  Allowance Plan and the Visteon Corporation Executive
                  Separation Allowance Plan to which the Participant is actually
                  entitled.

      The additional allowance described in this subsection 3C shall be paid in
accordance with the provisions of Section 4 below and shall be paid at the same
time and for the same duration as the allowance described in subsection 3B
above. The monthly retirement benefits calculated under subsection C above shall
be determined based upon the terms of the Ford Motor Company Executive
Separation Allowance Plan as in effect on June 30, 2000. The Committee has full
authority and discretion to adjust (including to reduce) the benefit amounts
calculated above to reflect changes in the design of the Ford Motor Company
Executive Separation Allowance Plan or to take into account such other factors
as the Committee, in its sole discretion, deems relevant.

      Section 4. PAYMENTS. Executive Separation Allowance payments, in the net
amount determined in accordance with Section 3B above, shall be made monthly,
commencing the first day of the month following the Participant's termination of
employment. Payments to a Participant shall cease on the last day of the month
in which such employee attains age 65 or dies, whichever occurs first. In the
event of death of a Participant prior to attaining age 65, or in the event of
death of a Participant whose Eligible Surviving Spouse meets the eligibility

                                       6



conditions set forth in Section 2 for payments hereunder, payments shall be made
to such Participant's Eligible Surviving Spouse, if any, until the death of such
spouse or, if earlier, until the last day of the month in which the Participant
would have attained age 65.

      Anything herein contained to the contrary notwithstanding, the right of
any Participant to receive an installment of Executive Separation Allowance
hereunder for any month shall accrue only if, during the entire period from the
date of such employee's separation to the end of such month, such employee shall
have earned out such installment by refraining from engaging in any activity
that is directly or indirectly in competition with any activity of the Company
or any Subsidiary or Affiliate thereof.

      In the event of a Participant's nonfulfillment of the condition set forth
in the immediately preceding paragraph, no further installment shall be paid to
such Participant; provided, however, that the nonfulfillment of such condition
may at any time (whether before, at the time of, or subsequent to, termination
of the Participant's employment) be waived by the Committee upon its
determination that, in its sole judgment, there shall have not been, and will
not be, any substantial adverse effect upon the Company or any Subsidiary or
Affiliate thereof by reason of the nonfulfillment of such condition.

      Anything herein contained to the contrary notwithstanding, Executive
Separation Allowance payments shall not be paid to, or with respect to, any
person as to whom it has been determined that such person at any time (whether
before, or subsequent to termination of, the employee's employment) acted in a
manner inimical to the best interests of the Company. Any such determination
shall be made by the Committee, and shall apply to any amounts payable after the
date of the applicable Committee's action hereunder, regardless of whether the
person has commenced receiving Executive Separation Allowance. Conduct which
constitutes engaging in an activity that is directly or indirectly in
competition with any activity of the Company or any Subsidiary or Affiliate
thereof shall be governed by the immediately preceding paragraphs of this
Section 4 and shall not be subject to any determination under this paragraph.

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

                                       7



      Section 5. DEDUCTIONS. The Company may deduct from any payment of
Executive Separation Allowance to a Participant or such Participant's Eligible
Surviving Spouse all amounts owing to it by such employee for any reason, and
all taxes required by law or government regulation to be deducted or withheld.

      Section 6. PERSON REEMPLOYED BY THE COMPANY OR A SUBSIDIARY. In the event
an employee who separated from employment with the Company or a Subsidiary under
circumstances that would make the employee eligible to receive an Executive
Separation Allowance is reemployed by the Company or a Subsidiary before the
employee has received payment of the full amount of the employee's Executive
Separation Allowance, no further allowance shall be paid during such period of
reemployment.

      Section 7. ADMINISTRATION AND INTERPRETATION. Except as the Committee and
the Chief Executive Officer and the President are authorized to administer the
Plan in certain respects, the Senior Vice President - Corporate Relations shall
have full power and authority on behalf of the Company to administer and
interpret the Plan. In the event of a change in a designated officer's title,
the officer or officers with functional responsibility for executive separation
allowance plans shall have the power and authority to administer and interpret
the Plan. All decisions with respect to the administration and interpretation of
the Plan shall be final and shall be binding upon all persons.

      Section 8. RESTRICTIONS TO COMPLY WITH APPLICABLE LAW. Notwithstanding any
other provision of the Plan, the Company shall have no liability to make any
payment under the Plan, unless such delivery or payment would comply with all
applicable laws and the applicable requirements of any securities exchange or
similar entity.

      Section 9. DEDUCTIONS. Anything contained in the Plan notwithstanding, the
Company may deduct from any distribution hereunder all amounts owed to the
Company or a Subsidiary or Affiliate by the Participant for any reason, and all
taxes required by law or government regulation to be deducted or withheld.

                                       8



      Section 10. CLAIMS PROCEDURE.

      A. CLAIM FOR BENEFITS. Any Participant or Eligible Surviving Spouse
(hereafter referred to as the "claimant") under this Plan who believes he or she
is entitled to benefits under the Plan in an amount greater than the amount
received may file, or have his or her duly authorized representative file, a
claim with the Committee. Any such claim shall be filed in writing stating the
nature of the claim, and the facts supporting the claim, the amount claimed and
the name and address of the claimant. The Committee shall consider the claim and
answer in writing stating whether the claim is granted or denied. The written
decision shall be within 90 days of receipt of the claim by the Committee (or
180 days if additional time is needed and the claimant is notified of the
extension, the reason therefor, and the expected date of determination prior to
commencement of the extension). If the claim is denied in whole or in part, the
claimant shall be furnished with a written notice of such denial containing (i)
the specific reasons for the denial, (ii) a specific reference to the Plan
provisions on which the denial is based, (iii) an explanation of the Plan's
appeal procedures set forth in subsection (b) below, (iv) a description of any
additional material or information which is necessary for the claimant to submit
or perfect an appeal of his or her claim, and (v) an explanation of the
claimant's right to bring suit under ERISA following an adverse determination
upon appeal.

      B. APPEAL. If a claimant wishes to appeal the denial of his or her claim,
the claimant or his or her duly authorized representative shall file a written
notice of appeal to the Committee within 90 days of receiving notice of the
claim denial. In order that the Committee may expeditiously decide such appeal,
the written notice of appeal should contain (i) a statement of the ground(s) for
the appeal, (ii) a specific reference to the Plan provisions on which the appeal
is based, (iii) a statement of the arguments and authority (if any) supporting
each ground for appeal, and (iv) any other pertinent documents or comments which
the appellant desires to submit in support of the appeal. The Committee shall
decide the appellant's appeal within 60 days of its receipt of the appeal (or
120 days if additional time is needed and the claimant is notified of the
extension, the reason therefor and the expected date of determination prior to
commencement of the extension). The Committee's written decision shall contain
the reasons for the decision and reference to the Plan provisions on which the
decision is based. If the claim is denied in whole or in part, such written
decision shall also include notification of the

                                       9



claimant's right to bring suit for benefits under Section 502(a) of ERISA and
the claimant's right to obtain, upon request and free of charge, reasonable
access to and copies of all documents, records or other information relevant to
the claim for benefits.

      Section 11. PARTICIPANT RIGHTS UNSECURED.

      A. UNSECURED CLAIM. The right of a Participant or his or her Eligible
Surviving Spouse to receive a distribution hereunder shall be an unsecured
claim, and neither the Participant nor any Eligible Surviving Spouse shall have
any rights in or against any amount credited to his or her account or any other
specific assets of the Company or a Subsidiary or Affiliate. The right of a
Participant or Eligible Surviving Spouse to the payment of benefits under this
Plan shall not be assigned, encumbered, or transferred, except by will or the
laws of descent and distribution. The rights of a Participant hereunder are
exercisable during the Participant's lifetime only by the Participant or the
Participant's guardian or legal representative.

      B. CONTRACTUAL OBLIGATION. The Company may authorize the creation of a
trust or other arrangements to assist it in meeting the obligations created
under the Plan. However, any liability to any person with respect to the Plan
shall be based solely upon any contractual obligations that may be created
pursuant to the Plan. No obligation of the Company, a Subsidiary or Affiliate
shall be deemed to be secured by any pledge of, or other encumbrance on, any
property of the Company, or Subsidiary or Affiliate. Nothing contained in this
Plan and no action taken pursuant to its terms shall create or be construed to
create a trust of any kind, or a fiduciary relationship between the Company, or
Subsidiary or Affiliate and any Participant or Eligible Surviving Spouse, or any
other person.

      Section 12. NO CONTRACT OF EMPLOYMENT. The Plan is an expression of the
Company's present policy with respect to Company executives who meet the
eligibility requirements set forth herein. The Plan is not a contract of
employment, nor does it provide any Participant with a right to continue in the
employment of the Company or any other entity. No Participant, Eligible
Surviving Spouse or other person shall have any legal or other right to any
benefit payments except in accordance with the terms of the Plan, and then only
while the Plan is in effect and subject to the Company's right to amend or
terminate the Plan as provided in Section 13 below.

                                       10



      Section 13. AMENDMENT OR TERMINATION. There shall be no time limit on the
duration of the Plan. However, the Company, by action of the Senior Vice
President - Corporate Relations, may at any time and for any reason, amend or
terminate the Plan; provided that the Committee shall have the exclusive
amendment authority with respect to any amendment that, if adopted, would
increase the benefit payable to the Senior Vice President - Corporate Relations
by more than a de minimis amount. Any Plan amendment or termination may reduce
or eliminate a Participant's benefit under the Plan, including, without
limitation, an amendment to eliminate future benefit payments for some or all
Participants, whether or not in pay status at the time such action is taken.

      Section 14. ADMINISTRATIVE EXPENSES. Costs of establishing and
administering the Plan will be paid by the Company.

      Section 15. NO ASSIGNMENT OF BENEFITS. No rights or benefits under the
Plan shall, except as otherwise specifically provided by law, be subject to
assignment, nor shall such rights or benefits be subject to attachment or legal
process for or against a Participant or his or her Eligible Surviving Spouse.

      Section 16. SUCCESSORS AND ASSIGNS. This Plan shall be binding upon and
inure to the benefit of the Company, its Subsidiaries and Affiliates, their
successors and assigns and the Participants and their heirs, executors,
administrators, and legal representatives.

                                   VISTEON CORPORATION

                                    /s/ Robert H. Marcin
                                   _____________________________________________
                                   ROBERT H. MARCIN
                                   SENIOR VICE PRESIDENT - CORPORATE RELATIONS

                                       11

                                                                    Exhibit 10.4

                               VISTEON CORPORATION

                               PENSION PARITY PLAN

                             Effective July 1, 2000

                      (as amended through February 9, 2005)



                               VISTEON CORPORATION

                               PENSION PARITY PLAN

            The Visteon Corporation Pension Parity Plan (the "Plan") has been
adopted to promote the best interests of Visteon Corporation (the "Company") and
the stockholders of the Company by attracting and retaining key management
employees possessing a strong interest in the successful operation of the
Company and its subsidiaries or affiliates and encouraging their continued
loyalty, service and counsel to the Company and its subsidiaries or affiliates.
The Plan is adopted effective July 1, 2000.

                                      -2-



                    ARTICLE I. DEFINITIONS AND CONSTRUCTION

      Section 1.01. Definitions.

            The following terms have the meanings indicated below unless the
context in which the term is used clearly indicates otherwise:

      (a) Board: The Board of Directors of the Company.

      (b) Beneficiary: The person or entity designated by a Participant to be
his beneficiary for purposes of this Plan (subject to such limitations as to the
classes and number of beneficiaries and contingent beneficiaries and such other
limitations as the Committee may prescribe). A Participant's designation of
Beneficiary shall be valid and in effect only if a properly executed
designation, in such form as the Committee shall prescribe, is filed and
received by the Committee or its delegate prior to the Participant's death. If a
Participant designates his or her spouse as Beneficiary, such designation
automatically shall become null and void on the date of the Participant's
divorce or legal separation from such spouse. If a valid designation of
Beneficiary is not in effect at the time of the Participant's death, the estate
of the Participant is deemed to be the sole Beneficiary. If multiple
beneficiaries have been designated and one or more of the Beneficiaries
predecease the Participant, then upon the Participant's death, payment shall be
made exclusively to the surviving Beneficiary or Beneficiaries unless the
Participant's designation specifies an alternate method of distribution.
Further, in the event that the Committee is uncertain as to the identity of the
Participant's Beneficiary, the Committee may deem the estate of the Participant
to be the sole Beneficiary. Beneficiary designations shall be in writing (or in
such other form as authorized by the Committee for this purpose, which may
include on-line designations), shall be filed with the Committee or its
delegate, and shall be in such form as the Committee may prescribe for this
purpose.

      (c) Code: The Internal Revenue Code of 1986, as interpreted by regulations
and rulings issued pursuant thereto, all as amended and in effect from time to
time. Any reference to a specific provision of the Code shall be deemed to
include reference to any successor provision thereto.

      (d) Committee: The Organization and Compensation Committee of the Board.

                                      -3-



      (e) Company: Visteon Corporation, or any successor thereto.

      (f) Employee: A person who is (i) classified by a Participating Employer
as a common law employee enrolled on the active employment rolls of the
Participating Employer, and (ii) regularly employed by the Participating
Employer on a salaried basis (as distinguished from an individual receiving a
pension, retirement allowance, severance pay, retainer, commission, fee under a
contract or other arrangement, or hourly, piecework or other wage).

      (g) ERISA: The Employee Retirement Income Security Act of 1974, as
interpreted by regulations and rulings issued pursuant thereto, all as amended
and in effect from time to time. Any reference to a specific provision of ERISA
shall be deemed to include reference to any successor provision thereto.

      (h) Limitations: The limitations on benefits and/or contributions imposed
on qualified plan by Section 415 and Section 401(a) (17) of the Code.

      (i) Participant: An Employee who satisfies the participation requirements
of Section 2.01 and, where the context so requires, a former Employee entitled
to receive a benefit hereunder.

      (j) Participating Employer: The Company, Visteon Systems LLC, Visteon
Global Technologies, Inc., and each other subsidiary a majority of the voting
stock of which is owned directly or indirectly by the Company, or a limited
liability company a majority of the membership interest of which is owned
directly or indirectly by the Company, that with the consent of the Committee,
participates in the Plan for the benefit of one or more Participants in its
employ.

      (k) Plan: The Visteon Corporation Pension Parity Plan, as amended and in
effect from time to time.

      (l) Retirement Plan: The Visteon Pension Plan (including both the
contributory plan and Balance Plus), the Salaried Retirement Plan of Visteon
Systems, LLC, or such other qualified defined benefit retirement plans as the
Committee may designate.

                                      -4-



      Section 1.02. Construction and Applicable Law.

      (a) Wherever any words are used in the masculine, they shall be construed
as though they were used in the feminine in all cases where they would so apply;
and wherever any words are use in the singular or the plural, they shall be
construed as though they were used in the plural or the singular, as the case
may be, in all cases where they would so apply. Titles of articles and sections
are for general information only, and the Plan is not to be construed by
reference to such items.

      (b) This Plan is intended to be a plan of deferred compensation maintained
for a select group of management or highly compensated employees as that term is
used in ERISA, and shall be interpreted so as to comply with the applicable
requirements thereof. In all other respects, the Plan is to be construed and its
validity determined according to the laws of the State of Michigan to the extent
such laws are not preempted by federal law. In case any provision of the Plan is
held illegal or invalid for any reason, the illegality or invalidity will not
affect the remaining parts of the Plan, but the Plan shall, to the extent
possible, be construed and enforced as if the illegal or invalid provision had
never been inserted.

                                      -5-



                           ARTICLE II. PARTICIPATION

      Section 2.01. Eligibility.

      (a) An Employee who participates in a Retirement Plan and whose benefit
thereunder is restricted by the Limitations shall be eligible to participate in
the Plan; provided, however, that the Committee may restrict eligibility as it
deems necessary to ensure that the Plan continues to be maintained for a select
group of management or highly compensated employees as that term is used in
ERISA.

      (b) Notwithstanding anything is subsection (a) to the contrary,
participation in the Plan is limited to United States citizens (whether residing
in or outside of the United States) or citizens of another country permanently
assigned to and residing in the United States, such that citizens of other
countries who are not permanently assigned to the United States, regardless of
whether or not they are on the United States payroll, are not eligible to
participate in the Plan.

      Section 2.02. Certain Transfers of Employment.

            If directed by the Committee, a Participant whose employment is
transferred to a corporation or other entity (the "Transferee Employer") that is
not a Participating Employer, but in which the Company or an affiliate of the
Company holds an ownership interest, then until the earliest to occur of (a) the
date on which the Participant ceases to be employed by such Transferee Employer,
(b) the date on which the Company or an affiliate of the Company no longer holds
an ownership interest in the Transferee Employer, or (c) such other date
determined by the Committee, the Participant shall be treated as if he or she
were still actively employed by a Participating Employer. The foregoing rule
shall apply only for the purpose of determining whether the Participant has
terminated employment for purposes of determining the Participant's distribution
commencement date; it shall not apply, and the Participant shall not be entitled
to receive additional benefits with respect to remuneration attributable to
services rendered with the Transferee Employer. The Committee may promulgate
such additional rules as may be necessary or desirable in connection with any
such transfer of employment.

                                      -6-



                      ARTICLE III. PENSION PARITY BENEFIT

      Section 3.01. Calculation and Payment of Pension Parity Benefit.

      (a) The Pension Parity Benefit shall be a periodic benefit equal in amount
to the difference between (i) the benefit that is payable to or on behalf of a
Participant under the Retirement Plan, and (ii) the corresponding benefit that
would be payable under the Retirement Plan if such benefit were calculated
without regard to the Limitations.

      (b) The Pension Parity Benefit shall be paid by the Participating Employer
in the same form and for the same period as is paid the corresponding benefit
under the Retirement Plan. Accordingly, the Pension Parity Benefit shall be paid
to the person receiving payment of the corresponding benefit under the
Retirement Plan with each payment being made, as nearly as practicable, at the
same time as the corresponding benefit from the Retirement Plan.

      (c) Notwithstanding subparagraph (b) above, if the actuarial equivalent
lump sum value of the Pension Parity Benefit described in subparagraph (a) above
is $10,000 or less, the Company shall pay the lump sum amount as soon as
possible after the Participant's termination of employment. The actuarial
equivalent lump sum payment shall be determined on the basis of GAR94 Unisex
Mortality Table and the discount rate in effect for determining FAS87 expense in
the year of termination.

      Section 3.02. Pension Parity Calculation Is For Record Keeping Purposes
      Only.

            The Pension Parity Benefit, and the record keeping procedures
described herein serve solely as a device for determining the amount of benefits
accumulated by a Participant under the Plan, and shall not constitute or imply
an obligation on the part of a Participating Employer to fund such benefits. In
any event, a Participating Employer may, in its discretion, set aside assets
equal to part or all of such benefit and invest such assets in Visteon common
stock, life insurance or any other investment deemed appropriate. Any such
assets shall be and remain the sole property of the Participating Employer, and
a Participant shall have no proprietary rights of any nature whatsoever with
respect to such assets.

                                      -7-



                         ARTICLE IV. GENERAL PROVISIONS

      Section 4.01. Administration.

      (a) Subject to subsection (b) below, the Committee shall administer and
interpret the Plan. To the extent necessary to comply with applicable conditions
of Rule 16b-3, the Committee shall consist of not less than two members of the
Board, each of whom is also a director of the Company and qualifies as a
"non-employee director" for purposes of Rule 16b-3. If at any time the Committee
shall not be in existence or not be composed of members of the Board who qualify
as "non-employee directors", then all determinations affecting Participants who
are subject to Section 16 of the Exchange Act shall be made by the full Board,
and all determinations affecting other Participants shall be made by the Board
or an officer appointed by the Board.

      (b) Subject to such limits as the Committee may from time to time
prescribe or such additional or contrary delegations of authority as the
Committee may prescribe, the Company's Director of Compensation and Benefits may
exercise any of the authority and discretion granted to the Committee hereunder,
provided that (i) the Director of Compensation and Benefits shall not be
authorized to amend the Plan, (ii) the Director of Compensation and Benefits
shall not exercise authority and responsibility with respect to non-ministerial
functions that relate to the participation by Participants who are subject to
Section 16 of the Exchange Act at the time any such delegated authority or
responsibility otherwise would be exercised, that relates to the participation
in the Plan by the Director of Compensation and Benefits. To the extent that the
Director of Compensation and Benefits is authorized to act on behalf of the
Committee, any references herein to the Committee shall be also be deemed
references to the Director of Compensation and Benefits.

      (c) The Committee (or where applicable in accordance with subsection (b)
above, the Director of Compensation and Benefits) may adopt and modify rules and
regulations relating to the Plan as it deems necessary or advisable for the
administration of the Plan. The Committee (or where applicable in accordance
with subsection (b) above, the Director of Compensation and Benefits) shall have
the discretionary authority to interpret and construe the Plan, to make benefit
determinations under the Plan, and to take all other actions that may be
necessary or appropriate

                                      -8-



for the administration of the Plan. Each determination, interpretation or other
action made or taken pursuant to the provisions of the Plan by the Committee
shall be final and shall be binding and conclusive for all purposes and upon all
persons, including, but without limitation thereto, the Company, its
stockholders, the Participating Employers, the directors, officers, and
employees of the Company or a Participating Employer, the Plan participants, and
their respective successors in interest.

      Section 4.02. Restrictions to Comply with Applicable Law.

            Notwithstanding any other provision of the Plan, the Company shall
have no liability to make any payment under the Plan unless such delivery or
payment would comply with all applicable laws and the applicable requirements of
any securities exchange or similar entity.

      Section 4.03. Claims Procedures.

      (a) Claim for Benefits. Any Participant or Beneficiary (hereafter referred
to as the "claimant") under this Plan who believes he or she is entitled to
benefits under the Plan in an amount greater than the amount received may file,
or have his or her duly authorized representative file, a claim with the
Committee. Any such claim shall be filed in writing stating the nature of the
claim, and the facts supporting the claim, the amount claimed and the name and
address of the claimant. The Committee shall consider the claim and answer in
writing stating whether the claim is granted or denied. The written decision
shall be within 90 days of receipt of the claim by the Committee (or 180 days if
additional time is needed and the claimant is notified of the extension, the
reason therefor and the expected date of determination prior to commencement of
the extension). If the claim is denied in whole or in part, the claimant shall
be furnished with a written notice of such denial containing (i) the specific
reasons for the denial, (ii) a specific reference to the Plan provisions on
which the denial is based, (iii) an explanation of the Plan's appeal procedures
set forth in subsection (b) below, (iv) a description of any additional material
or information which is necessary for the claimant to submit or perfect an
appeal of his or her claim, and (v) an explanation of the Participant's or
Beneficiary's right to bring suit under ERISA following an adverse determination
upon appeal.

                                      -9-



      (b) Appeal. If a claimant wishes to appeal the denial of his or her claim,
the claimant or his or her duly authorized representative shall file a written
notice of appeal to the Committee within 90 days of receiving notice of the
claim denial. In order that the Committee may expeditiously decide such an
appeal, (ii) a specific reference to the Plan provisions on which the appeal is
based, (iii) a statement of the arguments and authority (if any) supporting each
ground for appeal, and (iv) any other pertinent documents or comments which the
appellant desires to submit in support of the appeal. The Committee shall decide
the appellant's appeal within 60 days of its receipt of the appeal (or 120 days
if additional time is needed and the claimant is notified of the extension, the
reason therefor and the expected date of determination prior to the commencement
of the extension). The Committee's written decision shall contain the reasons
for the decision and reference to the Plan provisions on which the decision is
based. If the claim is denied in whole or in part, such written decision shall
also include notification of the claimant's right to bring suit for benefits
under Section 502(a) of ERISA and the claimant's right to obtain, upon request
and free of charge, reasonable access to and copies of all documents, records or
other information relevant to the claim for benefits.

      Section 4.04. Participant Rights Unsecured.

      (a) Unsecured Claim. The right of a Participant or his beneficiary to
receive a distribution hereunder shall be an unsecured claim, and neither the
Participant nor any beneficiary shall have any rights in or against any specific
assets of a Participating Employer. The right of a Participant or beneficiary to
the payment of benefits under this Plan shall not be assigned, encumbered, or
transferred, except by will or the laws of descent and distribution. The rights
of a Participant hereunder are exercisable during the Participant's lifetime
only by him or his guardian or legal representative.

      (b) Contractual Obligation. The Company may authorize the creation of a
trust or other arrangements to assist it in meeting the obligations created
under the Plan. However, any liability to any person with respect to the Plan
shall be based solely upon any contractual obligations that may be created
pursuant to the Plan. No obligation of a Participating Employer shall be deemed
to be secured by any pledge of, or other encumbrance on, any property of a
Participating Employer. Nothing contained in this Plan and no action taken
pursuant to its terms

                                      -10-



shall create or be construed to create a trust of any kind, or a fiduciary
relationship between a Participating Employer and any Participant or
beneficiary, or any other person.

      Section 4.05. Income Tax Withholding.

            The Company shall withhold from any benefit payment amounts required
to be withheld for Federal and State income and other applicable taxes.

      Section 4.06. Amendment or Termination of Plan.

            There shall be no time limit on the duration of the Plan. However,
the Company, by action of the Senior Vice President - Corporate Relations, may
at any time and for any reason, amend or terminate the Plan; provided that the
Committee shall have the exclusive amendment authority with respect to any
amendment that, if adopted, would increase the benefit payable to the Senior
Vice President - Corporate Relations by more than a de minimis amount. Any Plan
amendment or termination may reduce or eliminate a Participant's benefit under
the Plan, including, without limitation, an amendment to eliminate future
benefit payments for some or all Participants, whether or not in pay status at
the time such action is taken.

      Section 4.07. Effect of Inimical Conduct.

            Anything contained in the Plan notwithstanding, all rights of a
Participant under the Plan to receive distribution of all or any part of his or
her benefit shall cease on and as of the date on which it has been determined by
the Committee that such Participant at any time (whether before or subsequent to
termination of such Participant's employment) acted in a manner inimical to the
best interests of the Company or a subsidiary or affiliate thereof.

      Section 4.08. No Assignment of Benefits.

            No rights or benefits under the Plan shall, except as otherwise
specifically provided by law, be subject to assignment nor shall such rights or
benefits be subject to attachment or legal process for or against a Participant
or his or her beneficiary.

                                      -11-



      Section 4.09. Administrative Expenses.

            Costs of establishing and administering the Plan will be paid by the
Participating Employers.

      Section 4.10. Successors and Assigns.

            This Plan shall be binding upon and inure to the benefit of the
Participating Employers, their successors and assigns and the Participants and
their heirs, executors, administrators, and legal representatives.

                                    VISTEON CORPORATION

                                      /s/ Robert H. Marcin
                                    -------------------------------------------
                                    ROBERT H. MARCIN
                                    SENIOR VICE PRESIDENT - CORPORATE RELATIONS

                                      -12-