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                                                                    Exhibit 10.1

================================================================================

                            MASTER SERVICES AGREEMENT

                                     between

                  VISTEON CORPORATION, a Delaware corporation,

                                       and

    AUTOMOTIVE COMPONENTS HOLDINGS, LLC, a Delaware limited liability company

                         dated as of September 30, 2005

================================================================================

                                TABLE OF CONTENTS



                                                                            Page
                                                                            ----
                                                                         
Article I DEFINITIONS....................................................     2
   1.1     Definitions...................................................     2

Article II TERM OF AGREEMENT.............................................     6
   2.1     Term..........................................................     6

Article III SERVICES.....................................................     6
   3.1     Scope.........................................................     6
   3.2     Limitations and Exclusions....................................     7
   3.3     Provision of Services to ACH Buyers and to Ford...............     9
   3.4     Material Change in Volume or Priority of Services.............    10
   3.5     Management and Control of the Services........................    11
   3.6     New Services..................................................    12
   3.7     Initial IT Transition Services................................    13
   3.8     Mutual Obligations............................................    13
   3.9     Consents......................................................    13

Article IV DISPUTES AND DISPUTE RESOLUTION...............................    14
   4.1     Disputes......................................................    14
   4.2     Notice of Non-Compliance......................................    15
   4.3     Dispute Resolution............................................    16

Article V CHARGES AND PAYMENTS...........................................    16
   5.1     Fees for Services.............................................    16
   5.2     Capital Investments...........................................    18
   5.3     Payment.......................................................    19
   5.4     Audits and Access to Information..............................    21
   5.5     Taxes.........................................................    23

Article VI TERMINATION...................................................    23
   6.1     Termination by Visteon........................................    23
   6.2     Termination of Agreement and Services by ACH..................    24
   6.3     Effect of Expiration or Termination; Survival.................    25

Article VII USE OF VISTEON SOFTWARE AND EQUIPMENT........................    25
   7.1     Use of Visteon Software and Equipment.........................    25

Article VIII PERSONNEL, FACILITIES AND SYSTEMS...........................    26
   8.1     Personnel.....................................................    26
   8.2     Facilities....................................................    26
   8.3     Technology Changes............................................    26

Article IX INDEMNIFICATION...............................................    28
   9.1     Indemnification...............................................    28



                                                                          
   9.2     Exclusive Remedy..............................................    28

Article X COMPLIANCE WITH AND CHANGES TO LAWS AND POLICIES...............    28
   10.1    Compliance with Laws and Policies.............................    28
   10.2    Changes in Laws...............................................    28

Article XI CONFIDENTIAL INFORMATION......................................    29
   11.1    Confidential Information......................................    29

Article XII LIMITATION OF LIABILITY; NO WARRANTIES.......................    30
   12.1    Limitation of Liability.......................................    30
   12.2    Exclusion of Incidental and Consequential Damages.............    30
   12.3    No Warranties.................................................    30
   12.4    Essential Elements............................................    30

Article XIII FORCE MAJEURE...............................................    31
   13.1    Force Majeure.................................................    31

Article XIV INTELLECTUAL PROPERTY........................................    31
   14.1    Intellectual Property.........................................    31
   14.2    Interest in Proprietary Information...........................    31

Article XV MISCELLANEOUS.................................................    33
   15.1    Notices.......................................................    33
   15.2    Amendments; Waiver............................................    34
   15.3    Interpretation................................................    34
   15.4    Successors and Assigns........................................    34
   15.5    Governing Law.................................................    35
   15.6    Jurisdiction..................................................    35
   15.7    Waiver of Jury Trial..........................................    35
   15.8    Counterparts; Effectiveness; Third-Party Beneficiaries........    35
   15.9    Entire Agreement..............................................    35
   15.10   Severability..................................................    36
   15.11   Independent Contractors.......................................    36
   15.12   Specific Performance..........................................    36


                                    EXHIBITS


                                                                          
Exhibit A   FORM OF PARTICIPATION AGREEMENT FOR ACH BUYERS................     1
Exhibit B   FUNCTIONAL SERVICE AREA STATEMENTS OF WORK....................   B-1
Exhibit C   INITIAL IT TRANSITION SERVICES................................   C-1
Exhibit D   SELL-SIDE ACTIVITES...........................................   D-1
Exhibit E   INTERNAL AUDIT AND CONTROLS...................................   E-1



                                       ii

                            MASTER SERVICES AGREEMENT

     This MASTER SERVICES AGREEMENT, dated as of September 30, 2005 is made by
and between VISTEON CORPORATION, a Delaware corporation ("Visteon") and
AUTOMOTIVE COMPONENTS HOLDINGS, LLC, a Delaware limited liability company ("ACH
LLC", and collectively with its Subsidiaries, "ACH"), and shall be effective as
of the closing date of the Purchase Agreement (as defined herein) (the
"Effective Date"). Visteon and ACH are each individually referred to herein as a
"Party," and collectively, as the "Parties."

                                    RECITALS

     WHEREAS, Visteon and Automotive Components Holdings, Inc., a Delaware
corporation ("ACH Holdings"), have entered into that certain Contribution
Agreement dated as of September 12, 2005 (the "Contribution Agreement") pursuant
to which, among other things, Visteon contributed or transferred, or caused to
be contributed or transferred, to the capital of ACH LLC certain assets and
liabilities relating to the Business (as defined in the Contribution Agreement);

     WHEREAS, Ford Motor Company ("Ford") and Visteon have entered into that
certain Visteon "B" Purchase Agreement dated as of September 12, 2005 (the
"Purchase Agreement") pursuant to which, among other things, Visteon has agreed
to sell to Ford, and Ford has agreed to purchase from Visteon, all of the
outstanding capital stock of ACH Holdings;

     WHEREAS, Visteon and ACH Holdings have entered into, concurrently with the
execution and delivery of this Agreement by Visteon and ACH LLC, a Software
License and Contribution Agreement (the "Software License and Contribution
Agreement") pursuant to which, among other things, Visteon transferred or
licensed certain intellectual property rights to ACH LLC, certain ACH Buyers (as
defined herein) and Ford;

     WHEREAS, ACH wishes Visteon to provide, and Visteon wishes to provide,
certain information technology and other transitional services to ACH, certain
ACH Buyers and Ford, so that ACH may continue to operate the Business, and to
facilitate the transfer of components of the Business from Visteon to ACH, ACH
Buyers and Ford; and

     WHEREAS, it is a condition of the Contribution Agreement that Visteon and
ACH enter into this Agreement, which sets forth the terms and conditions under
which such services will be provided by Visteon to ACH, certain ACH Buyers and
Ford.

     NOW, THEREFORE, in consideration of the covenants and agreements set forth
in this Agreement, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties agree as follows:


                                        1

                                    ARTICLE I
                                   DEFINITIONS

     1.1  DEFINITIONS.

          Capitalized terms set forth in this Agreement (including any plurals)
shall have the meanings set forth in this Article I when such terms are used in
this Agreement. Capitalized terms used but not otherwise defined in this
Agreement shall have the meanings ascribed to them in the Contribution
Agreement.

     "AGREEMENT" means this Master Services Agreement, as the same may be
amended, modified or supplemented from time to time pursuant to Section 15.2(a).

     "APPLICABLE DATE" has the meaning set forth in Section 3.3(b).

     "BUSINESS DAYS" means a day, other than Saturday, Sunday or any other day
on which commercial banks in Detroit, Michigan are authorized or required by law
to close.

     "CAPITAL INVESTMENT NOTICE" has the meaning set forth in Section 5.2(a).

     "CONFIDENTIAL INFORMATION" has the meaning set forth in Section 11.1(a).

     "CONTRIBUTION AGREEMENT" has the meaning set forth in the recitals.

     "COST" has the meaning set forth in Section 5.1(d).

     "DESIGNATED EXECUTIVES" has the meaning set forth in Section 4.1(c).

     "DISPUTE" has the meaning set forth in Section 4.1(a).

     "EFFECTIVE DATE" has the meaning set forth in the preamble.

     "EQUIPMENT" means equipment owned or leased by Visteon, its Affiliates or a
Visteon Third Party Service Provider and not contributed to ACH pursuant to the
Contribution Agreement through which Services will be provided hereunder
(including, but not limited to, mainframe equipment, servers, data storage
devices, wide area network and local area network equipment, peripherals and
desktop and laptop computers, telephones, telephone systems, telephone networks,
voice mail systems and voice mail networks, systems, systems architecture,
Software, databases, technology infrastructure and applications, test equipment
and related fixtures, and warehouse equipment).

     "ESTIMATED INVOICE" has the meaning set forth in Section 5.3(a).

     "ESTIMATED MONTHLY SERVICE FEE" has the meaning set forth in Section
5.3(a).

     "EXCLUDED SERVICE" means (a) any Service specifically set forth on Section
3.11(b)(i) of the Disclosure Schedule, (b) any Service that is specifically
identified as an Excluded Service in a Statement of Work, provided, however,
that such Service shall be an Excluded Service only for purposes of the
Statement of Work in which it is so identified, (c) any Service (including any


                                        2

Service performed by Leased Employees) that is not specifically identified in a
Statement of Work as of May 1, 2006 or (d) any Service that was identified in a
Statement of Work but is subsequently terminated by ACH in accordance with
Section 6.2 of this Agreement.

     "EXTENDED TERM" has the meaning set forth in Section 2.1(b).

     "FACILITIES" has the meaning set forth in Section 8.2(a).

     "FIXED ALLOCATION RATIO" has the meaning set forth in Section 5.3(b).

     "FORCE MAJEURE" has the meaning set forth in Section 13.1.

     "FUNCTIONAL SERVICE AREA STATEMENT(S) OF WORK" means the following
statements of work, as amended from time to time in accordance with this
Agreement:

          Exhibit B-1:  Communications
          Exhibit B-2:  Real Estate
          Exhibit B-3:  Legal
          Exhibit B-4:  Quality (including EPL-Quality)
          Exhibit B-5:  Purchasing
          Exhibit B-6:  Intellectual Property
          Exhibit B-7:  Manufacturing Engineering & PLT
          Exhibit B-8:  Material Planning and Logistics
          Exhibit B-9:  Aftermarket and OE Service
          Exhibit B-10: Engineering
          Exhibit B-11: Information Technology
          Exhibit B-12: Mexico Operation
          Exhibit B-13: Human Resources
          Exhibit B-14: Finance.

     "INITIAL TERM" has the meaning set forth in Section 2.1(a).

     "INITIAL IT TRANSITION SERVICES" has the meaning set forth in Section 3.7.

     "LAWS" means any law, statute (including all applicable building, zoning,
subdivision, health and safety and other land use statutes), regulation, rule,
permit, license, certificate, judgment, order, award or other legally binding
decision or requirement of any arbitrator, court, government or governmental
agency or instrumentality (domestic or foreign).

     "LEASED EMPLOYEES" has the meaning set forth in the Visteon Salaried
Employee Lease Agreement.

     "LOSSES" means any and all losses, liabilities, costs, claims, demands,
damages, fines, penalties and expenses, including reasonable attorneys' fees and
expenses.

     "NEW SERVICE" means any service that is (i) not identified in a Statement
of Work during the Term, or (ii) an Excluded Service that, upon mutual agreement
of the Parties and in accordance with Section 3.6, is added to the scope of
Services under this Agreement. Upon such


                                        3

addition, such New Services shall be included in the term "Services" and the
Costs for such New Services shall be determined in accordance with Article V.

     "NEW SERVICES REQUEST" has the meaning set forth in Section 3.6(a).

     "NOTICE OF NON-COMPLIANCE" has the meaning set forth in Section 4.2.

     "PARTICIPATION AGREEMENT" has the meaning set forth in Section 3.3(b).

     "PARTICIPATION NOTICE" has the meaning set forth in Section 3.3(c).

     "PERSONNEL" means the employees, or if applicable, agents, subcontractors
or representatives of Visteon or its Affiliates or Visteon Third Party Service
Providers who provide any Services under this Agreement.

     "PURCHASE AGREEMENT" has the meaning set forth in the Recitals.

     "QUALIFYING CAPITAL INVESTMENTS" has the meaning set forth in Section
5.2(a) and Section 5.2(b).

     "RELATIONSHIP MANAGER" has the meaning set forth in Section 4.1(b).

     "SERVICE" means any service, function, or responsibility either (i)
identified in the Statements of Work attached to this Agreement as of the date
of this Agreement or (ii) identified by ACH on or prior to May 1, 2006 as
reasonably required for the operation of the Business as a going concern, but
excluding Excluded Services. For the avoidance of doubt, Services shall include
New Services that are agreed to by the Parties in writing pursuant to the terms
of this Agreement; provided, however, that the Costs for such New Services shall
be determined in accordance with Article V.

     "SERVICE FEES" has the meaning set forth in Section 5.1(c).

     "SERVICE LEVEL" has the meaning set forth in Section 3.1(e).

     "SERVICE LEVEL EXCLUSION EVENT" has the meaning set forth in Section
3.2(e).

     "SERVICE LEVEL SCHEDULE" means a schedule (as may be amended from time to
time in accordance with the terms of this Agreement) attached to a Statement of
Work identifying the Service Level for the applicable Service obtained from
Visteon pursuant to this Agreement.

     "SIGNIFICANT EVENT" has the meaning set forth in Section 5.3(b)(iii).

     "SOFTWARE" has the meaning ascribed thereto in the Software License and
Contribution Agreement.

     "SOFTWARE LICENSE AND CONTRIBUTION AGREEMENT" has the meaning set forth in
the Recitals.


                                        4

     "STATEMENT(S) OF WORK" means (a) the Functional Service Area Statement(s)
of Work (as such Statement(s) of Work shall be amended from time to time in
accordance with the terms of this Agreement) and (b) such other statements of
work that Visteon and ACH LLC may enter into from time to time pursuant to the
terms of this Agreement to authorize Visteon to perform Services. For the
avoidance of doubt, except as otherwise expressly provided in this Agreement or
in a Functional Services Area Statement of Work (in effect of the Effective
Date), the terms and conditions of this Agreement shall take precedence over any
Statement of Work.

     "TECHNOLOGY CHANGES" has the meaning set forth in Section 8.3(a).

     "TERM" means the Initial Term, and if extended in accordance with Section
2.1(b), the Extended Term.

     "TERMINATION CHARGES" means all costs, fees and expenses incurred by
Visteon as a result of any early termination or significant reduction in the
Services by ACH, including, without limitation, any termination fees, "kill
fees," stranded costs (direct or indirect), wind-down fees, minimum revenue
commitment shortfall charges, fees or expenses actually incurred by Visteon as a
result of early termination or significant reduction of each such Service,
including those amounts payable to any Visteon Third Party Service Providers.

     "ACH BUYER(S)" has the meaning set forth in Section 3.3(a).

     "ACH CHANGE NOTICE" has the meaning set forth in Section 3.4(a).

     "ACH ELECTION NOTICE" has the meaning set forth in Section 3.2(b).

     "VISTEON A TRANSACTION DOCUMENT" has the meaning set forth in the Visteon A
Transaction Agreement dated September 12, 2005 between Ford and Visteon.

     "VISTEON B TRANSACTION DOCUMENT" has the meaning set forth in the Purchase
Agreement.

     "VISTEON CAPACITY NOTICE" has the meaning set forth in Section 3.2(b).

     "VISTEON CHANGE NOTICE" has the meaning set forth in Section 3.2(b).

     "VISTEON HOURLY EMPLOYEE LEASE AGREEMENT" means the Visteon Hourly Employee
Lease Agreement dated as of October 1, 2005 by and between Visteon and ACH LLC.

     "VISTEON LICENSED SOFTWARE" means Software owned by a third party and
licensed or sublicensed to Visteon or its Affiliates.

     "VISTEON OWNED SOFTWARE" means Software owned by Visteon or its Affiliates.

     "VISTEON SALARIED EMPLOYEE LEASE AGREEMENT" means the Visteon Salaried
Employee Lease Agreement dated as of October 1, 2005 by and between Visteon and
ACH LLC.


                                        5

     "VISTEON THIRD PARTY SERVICE PROVIDER" means any Person (excluding ACH or
an Affiliate thereof) contracting directly or indirectly with Visteon to provide
Equipment, Visteon Licensed Software or services that are used or provided by
Visteon to perform the Services under this Agreement from time to time during
the Term.

                                   ARTICLE II
                                TERM OF AGREEMENT

     2.1  TERM.

          (a) The term of this Agreement shall commence on the Effective Date
and will terminate on December 31, 2008 (the "Initial Term"), unless extended or
terminated earlier pursuant to the terms of this Agreement.

          (b) Upon not less than ninety (90) days written notice to Visteon
prior to expiration of the Initial Term, ACH shall have a one (1)-time right to
extend the Initial Term by up to twelve (12) months, provided that ACH
acknowledges that the Service Fees set forth herein shall be subject to
increase, as set forth in Section 5.1, during any such extension period (such
extension period, the "Extended Term"). Such extension notice shall indicate the
period, which may not be more than twelve (12) months, by which ACH desires to
extend the Initial Term.

          (c) Upon expiration of the Term, Visteon's obligations to provide the
Services shall immediately expire.

                                   ARTICLE III
                                    SERVICES

     3.1  SCOPE.

          (a) At the Effective Date, Visteon shall provide to ACH the Services
set forth in the applicable Statements of Work at the applicable Service Levels,
and ACH shall make payment to Visteon for the Services provided, in accordance
with the terms, and subject to the conditions, of this Agreement.

          (b) This Agreement establishes the standard provisions that will apply
to the provision of Services by Visteon to ACH. The Parties acknowledge and
agree that Visteon has historically provided Services to the Business and that
the Parties have attempted to identify the Services required by ACH as of the
Effective Date in the Functional Service Area Statements of Work. To the extent
that questions arise as to the scope of the Services to be provided hereunder,
the nature of a particular Service, or any other responsibilities of Visteon or
ACH hereunder, the Parties shall be guided by past reasonable practices of
Visteon and the Business.

          (c) The scope of the Services to be provided hereunder may be expanded
to provide for New Services only as provided in Section 3.6.

          (d) ACH acknowledges and agrees that Visteon has outsourced and
retains the right to outsource significant portions of its own information
technology and other services requirements to various third parties and that any
and all of the Services may be provided


                                        6

directly by Visteon or indirectly through Visteon Third Party Service Providers,
subject to the terms and conditions of this Agreement. Visteon acknowledges and
agrees that, subject to the terms and conditions of this Agreement, ACH shall
not be obligated to receive any Services, in whole or in part, from Visteon or
any Visteon Third Party Service Provider, and that ACH may, in its sole
discretion, elect to receive, in whole or in part, any and all Services from a
third party not affiliated with Visteon or any Visteon Third Party Service
Provider, subject to the terms and conditions of this Agreement.

          (e) Except as otherwise mutually agreed by the Parties in a Statement
of Work, Visteon shall provide each Service at a service level that is the
highest of (i) substantially the same manner and at least an equivalent quality
(A) as then currently provided by Visteon for such Service to Visteon's own
business, or (B) in the event that Visteon ceases to use a particular Service,
as provided by Visteon for such Service to Visteon's own business immediately
prior to the time that Visteon ceased using such Service, (ii) the same manner
and quality as provided by Visteon to the Business as of May 24, 2005, and (iii)
the service level set forth in the applicable Statement of Work (such highest
service level, the "Service Level"). The applicable Service Level for each
Statement of Work shall include the implementation of, and adherence to, by
Visteon or a Visteon Third Party Service Provider, as appropriate, effective
internal controls governing the Services provided. For purposes of this Section
3.1(e), "effective internal controls" shall be defined as at least the same
level of internal controls that Visteon applies to its own business supplemented
by internal control reviews by ACH and Ford as needed. The Parties agree that
Visteon's performance of Services at a level at or above the applicable Service
Level shall be a satisfactory level of performance of such Services. For the
avoidance of doubt and except as otherwise mutually agreed by the Parties, the
manner of providing a Service shall include, without limitation, the timing,
method of delivery, and similar details relating to the provision of the
Service; and further, Visteon shall respond with the same level of urgency to
any threatened or actual disruption of the Services to ACH as it would respond
to a similar threatened or actual disruption within Visteon's own internal
operations.

          (f) In order to optimize the financial and operational efficiency of
providing Services to ACH's subsidiaries located in Mexico, the Parties agree to
negotiate in good faith within a reasonable time after the date of this
Agreement, on terms and conditions mutually agreeable to the Parties, (i) to
implement the applicable provisions of this Agreement in order to provide for
the provision of Services by a Mexican subsidiary of Visteon to ACH's
subsidiaries located in Mexico, and (ii) to amend the Statements of Work under
this Agreement as may be required in connection with such implementation of this
Agreement.

     3.2  LIMITATIONS AND EXCLUSIONS.

          (a) Visteon's obligation to provide the Services is subject to: (i)
any limitations imposed by applicable Laws; and (ii) the limitations expressly
set forth in this Agreement including, without limitation, in this Section 3.2.

          (b) In the event that (i) Visteon receives notice from a Visteon Third
Party Services Provider or otherwise becomes aware of an impending material
change in the Services provided by such Visteon Third Party Service Provider to
Visteon, including, but not limited to, the expiration, termination or
renegotiation of any contract, any impending increase or decrease


                                        7

in costs or Service Levels, or any other change that is reasonably likely to
materially affect any Service(s) provided by Visteon to ACH hereunder, or (ii)
Visteon becomes aware of or determines to pass through to ACH any proportional
material change in the Cost of any Service, Visteon shall, within a reasonable
time after receiving such notice, provide ACH with written notice of such
material change (such notice, a "Visteon Change Notice"). The Visteon Change
Notice shall include a description in reasonable detail of the material change.
Visteon agrees to consult with ACH at the request of ACH with respect to any
such material change. Within a reasonable time after the receipt of a Visteon
Change Notice, ACH shall notify Visteon of whether ACH desires to continue to
receive the affected Service(s) or whether ACH desires to terminate the affected
Service(s) in accordance with Section 6.2(b) of this Agreement (such notice, a
"ACH Election Notice"). If, notwithstanding the material change described in the
Visteon Change Notice, ACH elects in the ACH Election Notice to continue to
receive the affected Service(s) in accordance with the terms of this Agreement,
Visteon shall use commercially reasonable efforts to continue to provide or
procure such Service(s) in accordance with the terms of this Agreement on behalf
of ACH, it being understood by the Parties that any such continued provision or
procuring of the Service(s) by Visteon shall continue to occur in accordance
with Article V. Within a reasonable time after receipt of the ACH Election
Notice, Visteon shall determine in good faith whether it is able through the use
of commercially reasonable efforts (as defined in Section 3.6(b)) to continue to
provide or procure such Service(s) and shall notify ACH of such determination
(such notice, a "Visteon Capacity Notice"). In the event that Visteon determines
in good faith that, despite the use of commercially reasonable efforts, it is
unable to continue to provide or procure such Service(s) in accordance with the
terms of this Agreement, Visteon shall explain in reasonable detail in the
Visteon Capacity Notice the reasons for Visteon's inability to continue to
provide or procure such Service(s) and shall cooperate in good faith with ACH to
identify and facilitate (by providing reasonable access to its personnel,
facilities, equipment or otherwise) an alternative means of obtaining such
Service(s). If ACH wishes to dispute Visteon's inability to provide or procure
such Service(s), then the Parties shall make use of the provisions of Article IV
hereof to resolve any such dispute.

          (c) Under this Agreement, the provision of the Services shall be
subject in all respects to (i) such policies, procedures, methodologies of
Visteon and (ii) other matters that may be mutually agreed to by Visteon and
Visteon Third Party Service Providers on or after the Effective Date, provided
that Visteon or such Visteon Third Party Service Providers, as the case may be,
continue to meet the requirements set forth in this Agreement and the applicable
Statement(s) of Work or Service Level Schedule.

          (d) ACH shall use the Services for its own internal business purposes
only and solely to support the Business or a portion thereof, and will not act
as a commercial reseller of, or service desk with respect to, all or any portion
of the Services to third party entities, provided, however, that upon reasonable
advance written notice to Visteon and subject to applicable Law, limitations
contained in agreements between Visteon and Visteon Third Party Service
Providers, and Section 3.9, ACH shall have the right in its sole discretion to
resell all or any portion of the Services to Ford or to ACH Buyers in accordance
with Section 3.3 and without mark-up.

          (e) Visteon shall not be liable for any failure to meet any applicable
Service Level to the extent Visteon is unable to meet such Service Level(s) (i)
due to the acts, errors or omissions of ACH or any third party that is not a
Visteon Third Party Service Provider; (ii) with


                                        8

respect to equipment or software provided by ACH and used by Visteon with
respect to the Services, due to any failure of ACH to secure the access rights
or maintenance and support services from the vendor of such equipment or
software necessary for Visteon to provide such Services, or (iii) because ACH
declines to make a Qualifying Capital Investment in accordance with Section 5.2
below, provided that Visteon has previously notified ACH in writing that the
implementation of such request or refusal to make such Qualifying Capital
Investment would result in such failure to meet the applicable Service Level
(each a "Service Level Exclusion Event"). Notwithstanding the preceding
sentence, in the event of any such failure, Visteon shall use commercially
reasonable efforts to mitigate the effects thereof. Visteon shall not be excused
from the performance of its obligations under this Agreement by the failure
under any agreement between Visteon and a Third Party Service Provider of either
Visteon or such Visteon Third Party Service Provider to perform its respective
obligations under such agreement.

     3.3  PROVISION OF SERVICES TO ACH BUYERS AND TO FORD.

          (a) If, during the Term, a third party purchaser of a line of business
or all or substantially all of the business conducted at any Plant(s) (a "ACH
Buyer") requests Visteon to provide any or all of the Services then being
provided by Visteon to ACH under this Agreement, then Visteon shall provide
Services to such ACH Buyer for a period not to exceed twenty-four (24) months
after completion of a sale of such business by ACH to such ACH Buyer. Visteon's
obligation to provide any Services to a ACH Buyer that are provided to Visteon
by Visteon Third Party Service Providers is subject to (i) the terms and
conditions set forth in this Agreement and the Statements of Work and (ii) the
satisfaction by ACH Buyer of the conditions set forth in Section 3.3(b) below.

          (b) For a ACH Buyer to receive Services under this Agreement, such ACH
Buyer shall enter into a written agreement with Visteon substantially in the
form attached hereto as Exhibit A, together with such other commercial terms and
conditions as Visteon and the ACH Buyer may agree (each such agreement, a
"Participation Agreement"). Visteon shall negotiate with any such ACH Buyer in
good faith and in a commercially reasonable and expeditious manner. Each
Participation Agreement shall be a separate contract between the parties
thereto. Each ACH Buyer shall have the right to receive all Services being
received by ACH at the time that such ACH Buyer and Visteon enter into the
applicable Participation Agreement (the "Applicable Date"), and the terms and
conditions of this Agreement that reasonably apply to such ACH Buyer and the
particular Services desired by such ACH Buyer shall be incorporated into each
Participation Agreement and shall remain in full force and effect during the
term of such Participation Agreement, as such terms and conditions may be
amended, either at the Applicable Date or thereafter, by mutual agreement of
Visteon and such ACH Buyer. In the event that a ACH Buyer requests that Visteon
provide New Services or Excluded Services (determined as of the Applicable Date)
to such ACH Buyer, Visteon shall determine in its sole discretion whether to
provide such New Services or Excluded Services.

          (c) No later than five (5) days after entering into a Participation
Agreement with a ACH Buyer, Visteon shall provide written notice thereof to ACH
(such notice, a "Participation Notice"). Each Participation Notice shall include
a copy of the executed version of the applicable Participation Agreement and any
schedules of work or service level schedules thereto, subject to any applicable
confidentiality requirements. Notwithstanding any provision in


                                        9

Section 6.2 of this Agreement to the contrary, upon receipt of a Participation
Notice, ACH shall have the right to terminate any and all Service(s) with
respect to the Plants to be acquired from ACH by the applicable ACH Buyer,
effective immediately upon the effective date of the applicable Participation
Agreement, as set forth in Section 6.2(c).

          (d) If, during the Term (including the Extended Term, if applicable),
Ford requests Visteon to provide with respect to any Plant(s) that may be
subsequently transferred to Ford or any Affiliate any of the Services then being
provided by Visteon to ACH under this Agreement, Visteon shall provide such
Services to Ford in accordance with Section 5.1(a). Visteon's obligation to
provide any Services to Ford that are provided to Visteon by Visteon Third Party
Service Providers is subject to the terms and conditions set forth in this
Agreement and the applicable Statements of Work. For Ford to receive Services
under this Agreement, Ford shall enter into a written agreement with Visteon in
such form as Ford and Visteon may agree. At such time as Ford and Visteon enter
into such agreement, the terms and conditions of this Agreement that reasonably
apply to Ford and the particular Services desired by Ford shall be incorporated
into such agreement and shall remain in full force and effect during the term of
such agreement, as such terms and conditions may be amended, either at such time
as Visteon and Ford enter into such agreement or thereafter, by mutual agreement
of Visteon and Ford. Notwithstanding the preceding sentence, in no event shall
Ford be eligible to receive Excluded Services (determined as of the effective
date of such agreement), unless otherwise mutually agreed by Visteon and Ford.

     3.4  MATERIAL CHANGE IN VOLUME OR PRIORITY OF SERVICES.

          (a) If, at any time during the Term of this Agreement, ACH determines
to make a material increase or decrease in the volume or a materially different
priority of any Service being provided to ACH, ACH shall submit to Visteon
reasonable advance written notice requesting a material increase or decrease in
the volume or a materially different priority of any Service being provided to
ACH as of the date of the request (such request, a "ACH Change Notice"). In the
event that there is a ACH Change Notice resulting in a material decrease in the
consumption of Services and which results in Costs incurred by Visteon after the
material decrease of Service that cannot be offset, avoided or mitigated by
Visteon, Visteon shall provide written notice thereof to ACH and ACH agrees to
continue paying its proportional share of such Costs for ninety (90) days from
the date of the ACH Change Notice. For any such Costs that Visteon continues to
incur after such ninety (90) days, the Parties acknowledge that Visteon shall be
entitled to reimbursement thereof pursuant to the terms of the Escrow Agreement.
The ACH Change Notice shall include a description in reasonable detail of the
material increase or decrease in volume or material difference in priority, and,
upon the written request of Visteon, within a reasonable period of time
following receipt of such request, ACH shall submit to Visteon any additional
information reasonably required by Visteon to evaluate such request. Visteon
shall use commercially reasonable efforts to accommodate any such request, it
being understood by the Parties that any such accommodation shall occur in
accordance with Article V. Within a reasonable period of time following receipt
of the ACH Change Notice, Visteon shall determine in good faith whether it is
able through the use of commercially reasonable efforts to accommodate the
request and shall provide ACH with a Capacity Notice.


                                       10

          (b) In the event that Visteon determines that, through the use of
commercially reasonable efforts, it is able to accommodate the request in the
ACH Change Notice, Visteon shall set forth in reasonable detail in the Capacity
Notice an estimated schedule for such accommodation and the estimated Cost.
Within a reasonable time after receiving the Capacity Notice, ACH shall provide
Visteon with a ACH Election Notice indicating whether ACH elects to (i) receive
the affected Service(s) on the terms set forth in the Capacity Notice, (ii)
continue to receive the affected Service(s) without the requested increase or
decrease in volume or different priority, or (iii) terminate the affected
Service(s) in accordance with Article VI of this Agreement.

          (c) In the event that Visteon determines in good faith that, despite
the use of commercially reasonable efforts, it is unable to accommodate the
request in the ACH Change Notice, Visteon shall explain in reasonable detail in
the Capacity Notice the reasons for Visteon's inability to accommodate the
request. Within a reasonable time after receiving the Capacity Notice, ACH shall
provide Visteon with a ACH Election Notice indicating whether ACH elects to (i)
continue to receive the applicable Service(s) without the requested increase or
decrease in volume or different priority, or (ii) terminate the affected
Service(s) in accordance with Article VI of this Agreement.

          (d) If ACH wishes to dispute Visteon's inability to accommodate any
request under this Section 3.4, then the Parties shall make use of the
provisions of Section 4.1 to resolve any such dispute.

     3.5  MANAGEMENT AND CONTROL OF THE SERVICES.

          (a) The management of and control over the provision of the Services
(including, without limitation, the determination or designation at any time of
the Equipment, employees and other resources of Visteon to be used in connection
with the provision of the Services) shall reside solely with Visteon. Subject to
Sections 3.1(e) and 3.2(b), Visteon shall have the right in its sole discretion
to modify or change the methods of operation and delivery of the Services,
including the right in its sole discretion to use a new or different Visteon
Third Party Service Provider to provide a particular Service, provided that
Visteon continues to fulfill its obligations under this Agreement.

          (b) Visteon shall provide to ACH at least seven (7) days prior written
notice of the proposed date of any scheduled outage affecting the delivery of
the Services and shall cooperate with ACH in determining the exact date and time
during which such a scheduled outage shall occur, taking into account any
scheduled events at ACH that would be disrupted by such an outage; provided,
that in the event that an outage of any Visteon operating system is required to
perform any emergency maintenance work, Visteon shall provide ACH with as much
prior notice of such an outage as is reasonably practicable in the
circumstances. All changes to or outages of any Visteon operating system shall
be conducted in accordance with Visteon's standard policies and procedures.


                                       11

     3.6  NEW SERVICES.

          (a) In the event that ACH wishes to obtain New Services during the
Term, ACH may request in writing that Visteon provide New Services (a "New
Services Request"), pursuant to a validly executed amendment to a Statement of
Work or a new Statement of Work in accordance with this Section 3.6.

          (b) Visteon shall use commercially reasonable efforts to accommodate
any such New Services Request from ACH. For purposes of this Section 3.6,
accommodating a New Services Request shall be deemed commercially reasonable if,
notwithstanding any plan, policy or practice of Visteon to reduce the scope,
level and/or volume of services provided to the Business prior to the Closing,
such New Services Request is a request for any New Services that are reasonably
required for the operation of the Business as a going concern. New Services
shall be deemed reasonably required for the operation of the Business as a going
concern if a reasonable business person would expect ACH to receive or otherwise
enjoy the benefits thereof, or of substantially similar services, in the
ordinary course as a going concern in the automotive supply businesses in which
ACH is active at the time of such New Services Request. Upon the written request
of Visteon, within a reasonable period of time following receipt of such
request, ACH shall submit to Visteon any information reasonably required by
Visteon to evaluate such New Services Request. Within a reasonable time after
receiving the New Services Request, Visteon shall determine in good faith
whether it is able through the use of commercially reasonable efforts to
accommodate the request and shall provide ACH with a Capacity Notice, it being
understood by the Parties that any such accommodation shall occur in accordance
with Article V.

          (c) In the event that Visteon determines that, through the use of
commercially reasonable efforts, it is able to accommodate the New Services
Request, Visteon shall set forth in the Capacity Notice a written description of
and a schedule for commencing the New Services. Visteon and ACH shall negotiate
in good faith to agree upon an amendment to a Functional Services Area Statement
of Work or a new Statement of Work describing the work Visteon is to perform in
connection with such New Services and the Cost of such New Services. No
amendment to a Functional Services Area Statement of Work or new Statement of
Work for such New Services will become effective until it has been executed by
an authorized representative of each of Visteon and ACH. Within a reasonable
time after receiving the Capacity Notice, ACH shall provide Visteon with a ACH
Election Notice indicating whether ACH elects to receive the New Service(s) on
the terms set forth in the Capacity Notice.

          (d) If ACH elects to receive the New Service(s) on the terms set forth
in the Capacity Notice, and the Parties agree upon and execute an amendment to a
Functional Services Area Statement of Work or a new Statement of Work, as
applicable, Visteon will perform the New Services in accordance with the
provisions of this Agreement. Upon execution by Visteon and ACH of an amendment
to a Functional Services Area Statement of Work or a new Statement of Work for
the New Services, the scope of the Services to be provided by Visteon to ACH
will be expanded accordingly to include such New Services. Notwithstanding the
preceding sentence, for the avoidance of doubt, the expansion of the scope of
the Services to include the requested New Services pursuant to this Section 3.6
shall not expand the scope of the Services


                                       12

then provided by Visteon to any ACH Buyer under any Participation Agreement
previously executed between Visteon and such ACH Buyer.

          (e) In the event that Visteon determines in good faith that, despite
the use of commercially reasonable efforts, it is unable to accommodate the New
Services Request, Visteon shall explain in reasonable detail the reasons for
Visteon's inability to accommodate the request. If ACH wishes to dispute
Visteon's inability to accommodate the request, then the Parties shall make use
of the provisions of Article IV hereof to resolve any such dispute.

     3.7  INITIAL IT TRANSITION SERVICES.

          On a one-time basis and as part of the Services, Visteon shall provide
to ACH certain initial information technology related transition Services as
identified on Exhibit C ("Initial IT Transition Services"), the cost of which
shall be shared equally by Visteon and ACH.

     3.8  MUTUAL OBLIGATIONS.

          (a) In addition to the other obligations of the Parties set forth in
this Agreement, each Party will promptly provide all information and materials
reasonably required for, and will take such other actions as are reasonably
necessary to assist or enable, the other Party to perform its obligations under
this Agreement. In performing their obligations under this Agreement, each Party
agrees and understands that such Party's performance of its obligations is
necessary to enable the other Party to perform its obligations. Accordingly,
each Party agrees that if it does not perform its obligations under this
Agreement and such non-performance affects the other Party's ability to perform
its obligations, the other Party shall not be considered in default or breach
under this Agreement to the extent its failure to perform is caused by such
Party's non-performance.

          (b) Each Party acknowledges and agrees that their respective
obligations under this Agreement will be governed by the fundamental principle
of good faith and fair dealing and that each Party will take all commercially
reasonable actions to mitigate costs or expenses to be incurred by the other
Party in connection with the provision or receipt of the Services hereunder.

     3.9  CONSENTS.

          (a) This Agreement shall not constitute an agreement to provide any
Service if provision of such Service, without the consent of a third party
thereto, would constitute a breach or other contravention of an agreement
between Visteon and any third party. Visteon shall use its best efforts to
obtain the consent of any third parties to the provision of any and all Services
hereunder to ACH, any ACH Buyer or Ford, as applicable, prior to the
commencement of the applicable Service; provided, that ACH shall cooperate with
Visteon to the extent reasonably required of ACH in order to obtain any such
consents, and provided further, that, except as set forth in this Section 3.9 of
this Agreement, such efforts shall not require Visteon or ACH to incur any
material expenses or Liabilities or provide any material financial accommodation
or to provide a guarantee to obtain any such consent (provided that Visteon
agrees to accept a consent notwithstanding that it does not include a release).
If such consent is not, or has not been as of the commencement of the applicable
Service, obtained, or if the


                                       13

attempted provision of such Service(s) would adversely affect the rights of
Visteon under an agreement between Visteon and a third party so that ACH would
not in fact receive all such Services or would incur a Liability, until such
consent is obtained (whereupon such Service(s), to the extent still required by
ACH, shall be promptly provided by Visteon to ACH or the applicable Subsidiary
of ACH pursuant to the applicable provisions of this Agreement), Visteon and ACH
will cooperate in a mutually agreeable arrangement under which ACH would obtain
the benefits and assume the obligations thereunder, including making any
required payments for Services thereunder, in accordance with this Agreement,
including sub-contracting, sub-licensing, or sub-leasing to ACH, or under which
Visteon would enforce for the benefit of ACH the applicable agreement with such
third party and any claim, right or benefit arising thereunder.

          (b) To the extent that any consents, permissions or waivers that are
required for Visteon to perform any Service(s) pursuant to this Agreement have
not been obtained by Visteon as of the date of this Agreement, or any
infringement of any intellectual property rights of any third party is caused
thereby, Visteon shall be responsible, at its sole cost and expense, for any
added costs or expenses caused thereby or necessary to clear and resolve such
infringement, other than such costs or expenses as are required to be paid by
Visteon pursuant to Section 7.04 of the Software License and Contribution
Agreement.

                                   ARTICLE IV
                         DISPUTES AND DISPUTE RESOLUTION

     4.1  DISPUTES.

          (a) The Parties shall resolve all disputes, controversies or claims of
any kind or nature arising under or in connection with this Agreement or any
Statement of Work, including disputes as to the creation, validity,
interpretation, breach or termination of this Agreement or any Statement of Work
(other than those matters that are the subject of a Notice of Non-Compliance,
which matters shall be addressed as provided in Section 4.2 below) (a "Dispute")
informally to the maximum extent possible. Except as expressly provided in this
Agreement or in a Functional Service Area Statement of Work as in effect as of
the Effective Date, the terms and conditions of this Agreement shall take
precedence over any Statement of Work.

          (b) Promptly after the date of this Agreement, each Party shall
designate, and shall notify the other Party of such designation, a
representative for communicating with the other Party regarding the duties and
obligations of the Parties under each separate Statement of Work entered into
pursuant to this Agreement (each such representative, a "Relationship Manager").
The Relationship Managers of Visteon and ACH shall act as the principal points
of contact between the Parties for all matters relating to the day-to-day
provision of the Services provided pursuant to a Statement of Work, and shall
meet as often as may be reasonably necessary in connection therewith. The
Parties agree that the Relationship Managers shall initially negotiate all
Disputes and other matters of joint concern in good faith, with the intention of
resolving issues between them in a mutually satisfactory manner. Either Party
may change its Relationship Manager(s) by notice to the other Party pursuant to
Section 15.1 of this Agreement.


                                       14

          (c) Promptly after the date of this Agreement, each Party shall
designate, and shall notify the other Party of such designation, one or more
senior business executives ("Designated Executives") for purposes of this
Section 4.1. The Relationship Managers of each Party shall report to the
Designated Executives on a regular basis with respect to issues and concerns
arising out of the provision and receipt of the Services under this Agreement.
The Designated Executives of each Party shall meet from time to time during the
Term, as the Parties agree to be reasonably necessary. The Parties agree that,
if a Dispute cannot be resolved in a mutually satisfactory manner within thirty
(30) days by the Relationship Managers pursuant to Section 4.1(b) or Section
4.2, the Dispute may be submitted to the Parties' Designated Executives, who
shall negotiate in good faith with the intention of resolving any such dispute
in a mutually satisfactory manner. If the Dispute cannot be resolved in a
mutually satisfactory manner by the Designated Executives within thirty (30)
days of such submission, the Dispute may be submitted to dispute resolution in
accordance with Section 4.3 below.

          (d) Only Disputes within the scope of this Agreement are subject to
this Article. Nothing in this Section 4.1 shall preclude the Parties from
exercising their termination rights under this Agreement. The cost of internal
dispute resolution shall be shared equally by the Parties. Each Party shall bear
its own attorneys' fees. The Parties agree all statements or offers of
settlement made in connection with internal dispute resolution efforts under
this Article IV shall not be considered admissions or statements against
interest by either Party. The Parties further agree that they will not attempt
to introduce such statements or offers of settlement at any later trial,
arbitration, or mediation between the Parties.

     4.2  NOTICE OF NON-COMPLIANCE.

          In the event that ACH is dissatisfied with the level or quality of any
Service provided under this Agreement or otherwise believes that Visteon is not
be in full compliance with its obligations under this Agreement, ACH shall
provide prompt written notice thereof (a "Notice of Non-Compliance") to Visteon,
setting forth in reasonable detail the basis for ACH's belief as well as ACH's
view of the actions that should be taken by ACH to remedy the alleged
non-compliance. The Parties shall negotiate in good faith to address the alleged
deficiency or non-compliance in a commercially reasonable manner. If the dispute
cannot be resolved in a mutually satisfactory manner within thirty (30) days
after receipt of such Notice of Non-Compliance, the dispute shall be submitted
to the Relationship Managers of Visteon and ACH for the applicable Service. The
Relationship Managers shall review the facts surrounding the claim made in the
Notice of Non-Compliance, make such investigation as they may deem necessary for
purposes of verification of the facts and work in good faith to develop a plan
to resolve the claim made in the Notice of Non-Compliance. Upon the
determination of the Relationship Managers that the claim made in the Notice of
Non-Compliance was valid, the Relationship Managers shall agree in writing on a
plan for the resolution of such claim and Visteon shall promptly take action as
required thereunder. Pending any such final determination, Visteon shall
continue to provide all Services hereunder without interruption. ACH shall not
be entitled to deliver another Non-Compliance Notice or pursue other remedies
with respect to the same matter so long as Visteon complies in all material
respects with the terms of such resolution plan. If the Relationship Managers
cannot agree upon such a determination or on a resolution plan, the Parties
shall submit the issue to the Designated Executives as a Dispute in accordance
with Section 4.1(c) above.


                                       15

     4.3 DISPUTE RESOLUTION.

          If a Dispute arises between the Parties relating to this Agreement
that the Parties have otherwise been unable to resolve pursuant to this Article
IV, the following shall be the sole and exclusive procedure for enforcing the
terms hereof and for seeking relief, including but not limited to damages,
injunctive relief and specific performance:

          (a) The Parties promptly shall hold a meeting of executives with
decision-making authority who are senior to the Designated Executives to attempt
in good faith to negotiate a mutually satisfactory resolution of the Dispute;
provided that no Party shall be under any obligation whatsoever to reach, accept
or agree to any such resolution; provided further, that no such meeting shall be
deemed to vitiate or reduce the obligations and liabilities of the Parties or be
deemed a waiver by a Party hereto of any remedies to which such Party would
otherwise be entitled.

          (b) If the Parties are unable to negotiate a mutually satisfactory
resolution as provided above, then upon request by either party, the Dispute
shall be submitted to binding arbitration before a sole arbitrator in accordance
with the CPR Rules, including discovery rules, for Non-Administered Arbitration.
Within five Business Days after the selection of the arbitrator, each Party
shall submit its requested relief to the other Party and to the arbitrator with
a view toward settling the matter prior to commencement of discovery. If no
settlement is reached, then discovery shall proceed. Upon the conclusion of
discovery, each Party shall again submit to the arbitrator its requested relief
(which may be modified from the initial submission) and the arbitrator shall
select only the entire requested relief submitted by one Party or the other, as
the arbitrator deems most appropriate. The arbitrator shall not select one
Party's requested relief as to certain claims or counterclaims and the other
Party's requested relief as to other claims or counterclaims. Rather, the
arbitrator must only select one or the other Party's entire requested relief on
all of the asserted claims and counterclaims, and the arbitrator shall enter a
final ruling that adopts in whole such requested relief. The arbitrator shall
limit his/her final ruling to selecting the entire requested relief he/she
considers the most appropriate from the requests submitted by the Parties.

          (c) Arbitration shall take place in the City of Dearborn, Michigan
unless the Parties agree otherwise or the arbitrator selected by the Parties
orders otherwise. Punitive or exemplary damages shall not be awarded. This
Section 4.3 is subject to the Federal Arbitration Act, 28 U.S.C.A. Section 1, et
seq., or comparable legislation in non-U.S. jurisdictions, and judgment upon the
award rendered by the arbitrator may be entered by any court having
jurisdiction.

                                    ARTICLE V
                              CHARGES AND PAYMENTS

     5.1 FEES FOR SERVICES.

          (a) During the Initial Term, the Services shall be provided to ACH at
Visteon's Cost as defined below. During any Extended Term, Services shall be
provided to ACH at Visteon's Cost plus a 5% mark-up. Subject to Section 3.6 of
this Agreement, all New


                                       16

Services to be added to the scope of the Services during the Term shall be
provided to ACH as follows:

               (i) New Services resulting from statutory, regulatory or other
          legal requirements that affect ACH shall be provided to ACH at
          Visteon's Cost;

               (ii) New Services to support due diligence and other activities
          relating to the sale of all or substantially all of the business
          conducted at any Plant(s) ("Sell-Side Activities") shall be provided
          to ACH at Visteon's Cost. All Sell-Side Activities are set forth on
          Exhibit D attached hereto. The Parties acknowledge and agree that ACH
          shall not be obligated to request New Services relating to Sell-Side
          Activities from Visteon or any Visteon Third Party Service Provider,
          and that ACH may, in its sole discretion, elect to receive, in whole
          or in part, any and all New Services relating to Sell-Side Activities
          directly from a third party service provider not affiliated with
          Visteon or any Visteon Third Party Service Provider;

               (iii) New Services that were Excluded Services shall be provided
          to ACH at a price to be negotiated between Visteon and ACH; and

               (iv) all New Services other than as set forth in Section
          5.1(a)(i), 5.1(a)(ii) and 5.1(a)(iii) of this Agreement shall be
          provided to ACH (A) if requested during the first eighteen (18) months
          of the Term of this Agreement, at Visteon's Cost during the Term, and
          (B) if requested after the first eighteen (18) months of the Term of
          this Agreement, at a price to be negotiated between Visteon and ACH,
          provided, that, where the annual cost or project cost is less than
          $100,000, such negotiated price shall be Visteon's Cost plus a 5%
          mark-up. Visteon and ACH agree to negotiate prices expeditiously, in
          good faith and on commercially reasonable terms.

          (b) For Businesses that are sold by ACH during the Term to ACH Buyers
who qualify as ACH Buyers hereunder, Services will be provided by Visteon for up
to twenty-four (24) months after each such sale, as requested by a ACH Buyer, on
the following terms:



Term                             Price
- ----                             -----
                              
9 months post-sale               Cost + 5%
10 - 15 months post-sale         Cost + 8%
16 months and beyond post sale   Cost + 12%


          In the event that a ACH Buyer requests New Services during such
24-month post-sale period, such New Services, subject to Section 3.3(b), shall
be provided (i) if directly by Visteon to such ACH Buyer, at a price to be
negotiated between Visteon and such ACH Buyer, and (ii) if indirectly by Visteon
through ACH, pursuant to Section 5.1(a) of this Agreement.

          (c) All of the foregoing, together with all costs and expenses
otherwise payable by ACH to Visteon under this Agreement, collectively
constitute the "Service Fees". All Service Fees shall be invoiced and paid
according to Section 5.3. For the avoidance of doubt, ACH shall not be liable
for any Service Fees owed to Visteon by any ACH Buyer.


                                       17

          (d) For purposes of this Agreement, the term "Cost" means the fully
accounted costs including a reasonable allocation for internal overhead costs
(excluding certain corporate staffs and overhead) as well as any direct costs
for outside suppliers.

               (i) For the avoidance of doubt, the term Cost includes, without
          limitation, any (1) mutually agreed retention programs instituted by
          Visteon in order to insure performance of such services to ACH and to
          Visteon; (2) depreciation for any asset shared by Visteon and ACH in
          the course of providing or receiving Services under this Agreement,
          but only to the extent that such asset is (i) directly related to the
          provision of Services and (ii) set forth individually, and under a
          grouping by business function, on a schedule provided by Visteon to
          ACH on or before December 15, 2005; (3) for the first twenty-seven
          (27) months after the Effective Date, a fee of Twelve Million Dollars
          ($12,000,000) per calendar year for certain administrative services
          and business office management which are deemed to be part of the
          Services (the "Business Management Offices Charge"), which shall be
          invoiced to ACH and paid in equal monthly installments.

               (ii) For the avoidance of doubt, the term Cost shall not include:
          (1) any amount for which Visteon is entitled to reimbursement pursuant
          to the terms of the Escrow Agreement; (2) any taxes, which shall be
          reimbursed as set forth in Section 5.5 of this Agreement; (3) any
          penalties, late fees, costs or expenses of any kind, arising from any
          failure to perform or other breach by Visteon of any obligation under
          this Agreement or any other agreement relating to the Services; (4)
          fiduciary insurance premium increases greater than Ford's
          year-over-year rate of increase determined on a per capita basis; and
          (5) any Consent Expenses (as defined in the Software License and
          Contribution Agreement).

               (iii) For the avoidance of doubt, with respect to shared
          personnel that are Visteon employees or agency personnel of Visteon,
          Costs shall be calculated in accordance with the methods set forth for
          salaried Visteon personnel leased to ACH in Sections 4.01 through 4.03
          of the Visteon Salaried Employee Lease Agreement.

     5.2 CAPITAL INVESTMENTS.

          (a) Subject to the provisions of this Section 5.2, Visteon shall have
the right but not the obligation to make such capital investments as it deems
reasonably necessary to support provision of the Services to ACH ("Qualifying
Capital Investments"). Visteon shall provide advance written notice to ACH,
including a description in reasonable detail of the nature and estimated amount
of the cost, of any such Qualifying Capital Investments that Visteon proposes to
make (each such notice a "Capital Investment Notice").

          (b) ACH shall have the right but not the obligation to request such
capital investments as it deems reasonably necessary to support provision of the
Services to ACH ("Qualifying Capital Investments"). Visteon shall use
commercially reasonable efforts to accommodate Qualifying Capital Investments
requested by ACH.


                                       18

          (c) Notwithstanding Section 5.2(a), ACH shall have the right in its
sole discretion to accept or reject participation in any and all Qualifying
Capital Investments proposed by Visteon. Within a reasonable time after
receiving a Capital Investment Notice, ACH shall provide notice to Visteon of
its acceptance or rejection of participation in the proposed Qualifying Capital
Investment. ACH acknowledges that its rejection of participation in a proposed
Qualifying Capital Investment may constitute a Service Level Exclusion Event.

          (d) In the event that ACH elects to accept participation in a
Qualifying Capital Investment proposed by Visteon,

               (i) where the Qualifying Capital Investment relates exclusively
          to the provision of Service(s) to ACH, ACH shall, subject to Visteon's
          contractual obligations with Visteon Third Party Service Providers,
          purchase and acquire title to, depreciate and amortize, the asset
          funded by such Qualifying Capital Investment; and

               (ii) where the Qualifying Capital Investment relates to the
          provision of Service(s) that are shared by Visteon and ACH, (A)
          Visteon shall pay for the entire purchase price of, and acquire title
          to, the asset funded by such Qualifying Capital Investment, and (B)
          Visteon shall include as a pass-through expense in Visteon's Cost for
          the affected Service(s) an amount equivalent to the amount of
          Visteon's depreciation/amortization and Visteon's (I) expenses to
          operate and maintain the asset, and/or (II) reductions in Visteon's
          Cost resulting from the Qualifying Capital Investment, in each case in
          proportion to ACH's use of such asset for the duration of such use. In
          the event that ACH terminates the applicable Service(s) before the
          asset funded by such Qualifying Capital Investment is fully
          depreciated/amortized, Visteon and ACH shall cooperate to mitigate any
          stranded costs associated with such asset.

          (e) In the event that ACH elects to reject participation in a
Qualifying Capital Investment proposed by Visteon, ACH shall not be required to
reimburse Visteon for any portion of the purchase price of the asset or to pay
any amount relating thereto as a pass through expense included in Visteon's Cost
(including depreciation, amortization and other expenses), without regard to
whether such Qualifying Capital Investment relates to Services that are provided
exclusively to ACH or shared by ACH and Visteon. ACH acknowledges that its
rejection of participation in a proposed Qualifying Capital Investment may
constitute a Service Level Exclusion Event.

     5.3 PAYMENT.

          (a) All Service Fees, unless specifically otherwise addressed in a
Statement of Work, shall be calculated, invoiced and paid in accordance with
this Section 5.3. The initial invoicing and payment process shall be as follows;
provided, however, that within (6) months of the Effective Date, the Parties
agree that they will cooperate in good faith to develop and implement, if
necessary, any mutually agreeable revisions to the billing and payment process
set forth in this Section 5.3.


                                       19

               (i) On or about the 13th day of the month Visteon shall provide
          ACH with:

                    (1) a calculation of actual Service Fees incurred on behalf
               of ACH in the previous month (and reasonably sufficient
               supporting detail to enable ACH to analyze its Cost);

                    (2) a calculation of any over or under payment made by ACH
               in the previous month; and

                    (3) an estimated monthly Service Fee ("Estimated Monthly
               Service Fee") for the then current month. The Estimated Monthly
               Service Fee will contain a reasonably detailed itemization of the
               categories and corresponding estimated Costs allocable to ACH.

               (ii) Within two (2) Business Days of Visteon's delivery of the
          materials in Section 5.3(a)(i), the Parties will work collaboratively
          to review the information in Section 5.3(a)(i) and develop (A) a
          summary of any errors in or required adjustments to the actual amounts
          from the previous month and (B) any changes which should be reflected
          in the Estimated Monthly Service Fee for the then current month.

               (iii) On the next Business Day following the completion of the
          two Business Day period referred to in clause (ii) immediately above,
          Visteon will provide an invoice to ACH reflecting (A) the Estimated
          Monthly Service Fee, including any changes resulting from the efforts
          described in Section 5.3(ii)(B) above; (B) the amount of any
          over-payment or under-payment made by ACH in the previous month
          reflecting any adjustments from Section 5.3(a)(ii) above and (C) the
          net payment due calculated as the sum of items (A) and (B) of this
          Section 5.3(a)(iii).

               (iv) Invoices are due and payable by ACH within two (2) Business
          Days of receipt. Payments will be made by wire transfer to an account
          designated by Visteon or other method acceptable to Visteon.

          (b) As of the Effective Date, with respect to Cost items that are
allocated partially to ACH and partially to Visteon in calculating the
applicable Service Fee, such Cost items shall be allocated using the fixed
ratios (e.g., based on North America revenue, North America salaried employee
headcount, global employee headcount, etc.) set forth in the Statements of Work
or otherwise identified in attachments or in Cost Schedule 1, Cost Schedule 2,
or Cost Schedule 3 to the Statements of Work and, such ratios shall be applied
and adjusted as agreed to by the Parties in accordance with the following
principles (each, a "Fixed Allocation Ratio"):

               (i) The initial Fixed Allocation Ratios identified in each line
          item of a Statement of Work or the applicable schedules to such
          Statement of Work shall be applied to calculate the Cost to be charged
          to ACH with respect to such line item;


                                       20

               (ii) Fixed Allocation Ratios shall be adjusted as on a quarterly
          basis in the following manner: Commencing in the first quarter of
          2006, during the second month of each calendar quarter, Visteon shall
          recalculate the Fixed Allocation Ratios and submit the recalculations
          to ACH for its review for accuracy. Once the Parties agree on the
          accuracy of any appropriate adjustment, if any, for each Fixed
          Allocation Ratio, such agreed upon adjusted Fixed Allocation Ratio
          shall be applied beginning in the first month of the immediately
          following calendar quarter.

               (iii) Notwithstanding the provisions of clause (b)(ii) above,
          upon the occurrence of (A) a sale or closure of a Plant or the
          transfer of a Plant to Ford, (B) ACH's exit from a line of Business or
          (C) the provision to Visteon of a ACH Change Notice relating to a
          material change pursuant to Section 3.4 (each, a "Significant Event"),
          the Parties shall promptly meet and agree to an appropriate adjustment
          of the affected Fixed Allocation Ratio, which adjusted Fixed
          Allocation Ratios shall be applied in the month following the month
          during which the Significant Event occurs.

          (c) Visteon will provide to ACH the same billing data (including
consumption detail) and level of detail as Visteon receives from a Visteon Third
Party Service Provider or customarily provides to Visteon's other businesses and
such other related data as may be reasonably requested by ACH, including a
breakdown of the costs associated with the provision of the Services to ACH
under each Statement of Work. Visteon shall provide ACH with any billing data or
other information that ACH reasonably requires to verify that the proposed
charges are in compliance with the Costs provided for in this Agreement.

          (d) As more specifically set forth in (i) an amended Statement of Work
or a Statement of Work associated with a New Service Request, (ii) a ACH Change
Notice or (iii) a Capital Investment Notice, Service Fees and such others
amounts identified in a Statement of Work that are in addition to the Estimated
Monthly Service Fee shall be invoiced by Visteon separately on a monthly basis
as incurred by Visteon and shall be paid by ACH in accordance with this Section
5.3.

          (e) After providing Visteon with reasonable prior notice, ACH shall
have the right to withhold amounts invoiced by Visteon but only with respect to
amounts for which ACH determines in good faith that ACH is not liable to Visteon
because the Service at issue was not provided or the invoiced amount was not
correct. Any payment amounts withheld shall be submitted to the dispute
resolution process set forth in Article IV.

     5.4 AUDITS AND ACCESS TO INFORMATION.

          (a) ACH or its designee shall have the right to perform audits
(including, but not limited to, financial, operational and systems audits) and
internal control reviews of any and all Services provided under this Agreement,
including, to the extent possible, Services provided by a Visteon Third Party
Service Provider. Subject to the provisions of Sections 5.4(a)(i) and
5.4(a)(ii), Visteon shall provide ACH's external auditors, other unaffiliated
third party, and Ford, as applicable, with access at reasonable times and upon
reasonable notice, to Visteon's data,


                                       21

personnel, and books and records relating to the Services for the purpose of
performing such internal audits and control reviews, which may include internal
audits and control reviews of the data and methodology used by Visteon to
determine the costs of, and the key processes supporting, such Services.

               (i) With respect to Services provided by Visteon employees who
are not leased by ACH from Visteon under the Visteon Hourly Employee Lease
Agreement or the Visteon Salaried Employee Lease Agreement, and as set forth in
greater detail in Exhibit E hereto, Visteon and ACH shall cooperate in good
faith in order to meet the requirements of both Parties in the most efficient
possible manner (A) to develop for each calendar year a mutually agreeable
internal audit and control review plan, and (B) to perform, or to cause to be
performed, the financial, operational and systems internal audits and reviews
contemplated by this Section 5.4. Visteon and ACH agree to meet not less than
four times each calendar year, to develop and/or modify and adjust, by mutual
agreement, the internal audit and control review plan for the applicable
calendar year. Notwithstanding the foregoing, if either (i) Visteon elects not
to perform, or to cause to be performed, an internal audit or control review of
any aspect of the Services required by the agreed upon internal audit and
control review plan or otherwise requested by ACH or (ii) ACH disagrees in any
material respect with the conduct or results of any such internal audit or
control review, ACH shall have the right to perform, or to cause to be
performed, an internal audit or control review of such aspect of the Services in
accordance with this Section 5.4.

               (ii) Notwithstanding any other provision of this Section 5.4, ACH
or its designee shall have the sole right to perform internal audits and control
reviews of processes (including, but not limited to, financial, operational and
systems processes) directed by ACH and any employees leased by ACH from Visteon
under the Hourly Employee Lease Agreement and the Salaried Employee Lease
Agreement.

          (b) If any internal audit or control review reveals either (i) any
actual or potential ongoing or one-time material financial or operational risk
to ACH or Visteon in excess of $500,000, or (ii) any material violation of law,
regulation or other applicable governmental requirement, fraud, theft, or other
significant risk to ACH or Visteon that relates to the Services, Visteon or ACH
shall provide the other Party with all such information reasonably required by
the other Party in order for the other Party to understand the nature of the
risk and with a copy of the report containing such findings to the extent
relevant to the Services, together with a summary description of any corrective
action, the timing thereof, and subsequent testing for such risk as contemplated
by Visteon. In the event that ACH requests that Visteon take any material action
under this Agreement relating to internal controls, including, but not limited
to, separation of systems or information, systems processing, Visteon and ACH
data, or imposition of security measures or other activities for purposes of
ACH's compliance with any law, regulation or other applicable governmental
requirement (including the internal controls requirements of the Sarbanes-Oxley
Act of 2002 (the "Sarbanes-Oxley Act")), Visteon shall use commercially
reasonable efforts to accommodate such request, provided, that ACH shall be
responsible for all costs and expenses of such request, but only to the extent
that the action requested is incremental to Visteon's obligations pursuant to
Section 3.1(e).


                                       22

          (c) Each Party shall be responsible for its own personnel and other
costs in connection with the performance of, or provision of access and
assistance relating to, internal audits or control reviews under this Section
5.4 (including, but not limited to, all such items set forth in Exhibit E
hereto). Each of the Parties may request, however, that a SAS 70 Type II review
be performed and a SAS 70 Type II report be provided to such Party with respect
to the Services, provided, that the requesting Party shall bear the expenses of
such SAS 70 Type II review and report.

          (d) Subject to the confidentiality provisions and any other
restrictions contained in the terms and conditions of this Agreement, Visteon
and ACH shall provide, upon written request, any information within such Party's
possession that the requesting Party reasonably needs in connection with
Services being provided by or to such requesting Party (i) to comply with
requirements imposed on the requesting Party by a governmental authority; (ii)
for use by such requesting Party in any internal audit, control review,
accounting, tax or similar process; or (iii) otherwise to comply with such
requesting Party's obligations under this Agreement. Notwithstanding the
foregoing, Visteon shall only be obligated to provide access to any of Visteon's
personnel records, internal costing data, research and development data or other
information, in each case to the extent that such information relates to the
Business or the Services provided under this Agreement. ACH's auditors and other
representatives shall sign a non-disclosure agreement in form and substance
mutually agreeable to the Parties and shall comply with Visteon's reasonable
security requirements. With respect to any internal audit or control review
under this Agreement conducted jointly by the Parties or their designees under
this Section 5.4, each Party shall provide the other upon request with copies of
work papers prepared by its audit personnel (or the audit personnel of its
designees) regarding such audit or internal control review; provided, however,
that neither Party shall be obligated under this Section 5.4 to provide any
documents or information protected by attorney-client privilege or the work
product doctrine.

     5.5 TAXES.

          ACH shall be responsible for and pay any and all excise, sales, use,
gross receipts, Mexican value-added or other similar transaction taxes (provided
that Visteon provides ACH with supporting documentation, including a VAT
invoice, as appropriate) that may be levied by any domestic or foreign
government related to the charges or Services rendered pursuant to this
Agreement. Where allowed by Law, ACH may pay such taxes directly to the
applicable tax authorities and, in such cases, will furnish Visteon with
appropriate documentation (e.g., direct-pay permit, etc.). In all other cases,
applicable taxes will be included as a component of the Estimated Monthly
Service Fee charged by Visteon to ACH under this Agreement or, where necessary,
billed separately.

                                   ARTICLE VI
                                   TERMINATION

     6.1 TERMINATION BY VISTEON.

          Visteon shall have the right to terminate this Agreement upon notice
to ACH in the event any of the following occur:


                                       23

          (a) The commencement of any proceedings under court supervision for
the liquidation or dissolution of ACH;

          (b) The insolvency, appointment of a receiver for or institution of
reorganization or similar proceedings of or for ACH;

          (c) The making of any assignment for the benefit of creditors by ACH;

          (d) The filing of a petition in bankruptcy by or against ACH under any
bankruptcy or debtor's Laws for its relief or reorganization or for the
composition, extension, arrangement or readjustment of its obligations; or

          (e) The failure by ACH to perform any of its material obligations
under this Agreement relating to any of the Services, which has not been
corrected within thirty (30) calendar days after written notice thereof is
delivered to ACH by Visteon or in the event of non-payment of any Service Fees
payable to Visteon by ACH pursuant to Section 5.3 above (other than those
Service Fees that are withheld pursuant to Section 5.3(e) above) which has not
been cured within five (5) Business Days after written notice has been delivered
by Visteon to ACH. ACH acknowledges and agrees that any such failure of ACH that
materially adversely affects Visteon's relationship with any Visteon Third Party
Service Provider shall be deemed to constitute a material failure for purposes
of the foregoing.

     6.2 TERMINATION OF AGREEMENT AND SERVICES BY ACH.

          (a) ACH may terminate this Agreement prior to the expiration of the
Term: (i) if Visteon fails to perform any of its material obligations under this
Agreement relating to the Services, following notice and reasonable opportunity
to cure; or (ii) for any reason, upon ninety (90) days' advance written notice
to Visteon.

          (b) Subject to any applicable provision in a Statement of Work, ACH
may terminate one or more Statement(s) of Work in its or their entirety, or any
Service(s) in its or their entirety provided under such Statement(s) of Work,
with respect to one or more Plant(s), by giving Visteon ninety (90) days'
written notice of such termination. In the event of any such termination, the
applicable Statement of Work and the applicable Service Level Schedule for such
Service shall be deemed to have been terminated or amended, as the case may be,
accordingly.

          (c) In the event of any termination of this Agreement, a Statement of
Work or a Service pursuant to this Section 6.2, ACH shall not be responsible for
any Termination Charges or other costs, expenses, fees, or charges of any kind
whatsoever incurred by or imposed on or required to be paid by Visteon as a
result of such termination, including those payable to any Visteon Third Party
Service Provider. Each of Visteon and ACH acknowledges that Visteon shall be
entitled to reimbursement of any such Termination Charges or other costs,
expenses, fees or charges pursuant to the terms of the Escrow Agreement.

          (d) Upon the termination of any Services by ACH pursuant to this
Section 6.2, such terminated Services shall be deemed to be Excluded Services
for all purposes under this Agreement.


                                       24

     6.3 EFFECT OF EXPIRATION OR TERMINATION; SURVIVAL.

          (a) Upon termination of any particular Service or of this Agreement in
accordance with its terms, Visteon shall have no further obligation to provide
such terminated Service or to perform its obligations hereunder with respect to
such terminated Service, and ACH shall not have any obligation to purchase any
such terminated Service from Visteon, pay any Termination Charges or other fees
relating to such terminated service or make any other payments with respect to
such terminated Service after the date of expiration, except in either case as
provided in Section 6.2 or otherwise expressly set forth in this Agreement.

          (b) If ACH terminates this Agreement, any or all Services, or all
Services at a particular Plant pursuant to Section 6.2(b) prior to the
expiration of the Term, upon the written request of ACH (which shall be
delivered to Visteon as a New Services Request pursuant to Section 3.6
concurrently with ACH's written notice of termination to Visteon pursuant to
Section 6.2(b)), Visteon and ACH shall cooperate to transition the affected
businesses from the Services to the new systems used by ACH or a ACH Buyer;
provided however, that unless otherwise agreed to by the Parties in writing,
Visteon's obligation to cooperate in such transition shall not exceed ninety
(90) days from the date of such notice of termination.

          (c) Notwithstanding any termination of a Service or expiration or
termination of this Agreement, but subject to the other terms of this Agreement,
ACH shall remain liable to Visteon for all Service Fees and amounts, costs and
expenses payable or incurred by Visteon or any of its Affiliates on behalf of
ACH in connection with the provision of any Services prior to the effective date
of such termination in accordance with the terms of this Agreement.

          (d) Upon expiration or termination of this Agreement: (i) no Party
shall be relieved of any liability for the breach of any provision of this
Agreement; and (ii) any amounts owed hereunder by one Party to another Party
shall be paid as they become due and payable within forty-five (45) days under
the terms of this Agreement as applicable to payments prior to the expiration or
termination of this Agreement, and shall be made by wire transfer of immediately
available funds; provided that, with respect to payment for any Services, all
Service Fees shall be invoiced sixty (60) days after the end of the month during
which such termination occurred. Upon expiration or termination of this
Agreement, all rights and obligations hereunder will terminate except that
Articles IV, IX, XI, XII, XIV and XV and Sections 5.3, 5.4, and 6.3 will
continue to survive any expiration or termination of this Agreement.

                                   ARTICLE VII
                      USE OF VISTEON SOFTWARE AND EQUIPMENT

     7.1 USE OF VISTEON SOFTWARE AND EQUIPMENT.

          ACH acknowledges and agrees that certain assets used by Visteon in the
provision of the Services, including various components of the Equipment,
Visteon Owned Software and Visteon Licensed Software, will be shared and used
concurrently by Visteon, ACH and ACH Buyers, and/or a third party(ies) during
the Term of this Agreement.


                                       25

                                  ARTICLE VIII
                        PERSONNEL, FACILITIES AND SYSTEMS

     8.1 PERSONNEL.

          (a) Services may be provided by such Personnel as Visteon deems
appropriate in its reasonable discretion. Visteon may hire or engage one or more
subcontractors or other third parties to perform all or any of the Services,
provided that Visteon shall remain ultimately liable and responsible for
compliance with the terms and conditions of the Agreement.

          (b) During the Term, ACH agrees not to solicit, directly or
indirectly, for employment or employ any Visteon Personnel (other than retired
Personnel) who is or was actively involved in the performance, consumption or
evaluation of the Services without the prior written consent of Visteon;
provided, however, that nothing contained herein will prevent ACH from hiring
any such Personnel who responds to a general hiring program conducted in the
ordinary course of business or who approaches ACH on a wholly unsolicited basis.

     8.2 FACILITIES.

          (a) The Services shall be provided by Visteon from locations as
determined by Visteon in its sole discretion from time to time during the Term
and using the Equipment and furniture and fixtures owned or leased by Visteon or
its Affiliates, or owned or leased by Visteon Third Party Service Providers
(collectively, the "Facilities"). Visteon may move or change Facilities in its
discretion from time to time as required for Visteon's business, provided that
Visteon continues to fulfill its obligations under this Agreement. Except where
purchased by ACH pursuant to Section 5.2(d)(i), ACH acknowledges and agrees that
it shall not have any right, title, or interest in or to the Facilities
(including the Equipment).

          (b) Subject to the mutual agreement of the Parties, the Services may
also be provided by Visteon from locations owned or leased by ACH and using
equipment and furniture and fixtures owned or leased by ACH. Subject to the
mutual agreement of the Parties, to the extent any Service requires access to or
use of any asset of ACH or its Affiliates, ACH shall permit Visteon's Personnel,
or cause ACH's Affiliates and Subsidiaries to permit Visteon's Personnel, to
have such reasonable access and reasonable use of any such asset, without charge
or expense to Visteon, for the provision of Services. Further, subject to the
mutual agreement of the Parties, ACH shall provide Visteon with all reasonable
access to and right to use ACH's personnel, facilities, equipment, data and
software (including object code and source code therefor) as Visteon reasonably
deems necessary to provide the Services. Visteon shall store and safeguard all
storage media containing such equipment, data and software in the possession and
custody of Visteon in accordance with Visteon's standards for maintaining its
own similar data or software.

     8.3 TECHNOLOGY CHANGES.

          (a) Visteon shall have the right to control and change the
configuration and operation of any changes to all Equipment used to provide the
Services, whether or not fully dedicated to provide Services. In addition,
Visteon shall be entitled to move the location at which the Services are
performed, including the facilities in which data of ACH is processed at


                                       26

the convenience of Visteon to functionally equivalent equipment owned or
operated by Visteon or one of its Subsidiaries, Affiliates and/or contractors,
provided that Visteon continues thereafter to fulfill its obligations under this
Agreement. Visteon may make any material changes to technology infrastructure
and applications within the Equipment (including but not limited to mainframe
equipment, servers, data storage devices, wide area network and local area
network equipment, peripherals, desktop and laptop computers, telephones,
telephone systems, telephone networks, voice mail systems and voice mail
networks), systems, systems architecture, software, databases, technology
infrastructure and applications or any other item or service acquired
(including, without limitation, by adding updates and new releases and changing
the operating system or particular software or equipment) that Visteon
determines are desirable in the normal course of business ("Technology
Changes"), provided, that Visteon continues thereafter to fulfill its
obligations under this Agreement, and provided further, that any Technology
Changes that constitute Capital Investments shall be subject to Section 5.2 of
this Agreement.

          (b) In the event that Visteon determines to implement a Technology
Change, Visteon shall provide to ACH with reasonable advance written notice a
Visteon Change Notice. The Visteon Change Notice shall include a description in
reasonable detail of the Technology Change. Within a reasonable time after the
receipt of a Visteon Change Notice, ACH shall provide a ACH Election Notice to
Visteon indicating whether ACH desires to continue to receive the affected
Service(s) or whether ACH desires to terminate the affected Service(s) in
accordance with Section 6.2(b) of this Agreement. If, notwithstanding the
Technology Change described in the Visteon Change Notice, ACH elects in the ACH
Election Notice to continue to receive the affected Service(s), Visteon shall
use commercially reasonable efforts (as defined in Section 3.6) to continue to
provide or procure such Service(s) on behalf of ACH in accordance with the terms
of this Agreement, it being understood by the Parties that Visteon any such
continued provision or procuring of the Service(s) shall occur in accordance
with Article V. Within a reasonable time after receipt of the ACH Election
Notice, Visteon shall determine in good faith whether it is able through the use
of commercially reasonable efforts to continue to provide or procure such
Service(s) and shall provide ACH with a Visteon Capacity Notice. In the event
that Visteon determines in good faith that, despite the use of commercially
reasonable efforts, it is unable to continue to provide or procure such
Service(s), Visteon shall explain in reasonable detail in the Visteon Capacity
Notice the reasons for Visteon's inability to continue to provide or procure
such Service(s) and shall cooperate in good faith with ACH to identify and
facilitate (by providing reasonable access to its personnel, facilities,
equipment or otherwise) an alternative means of obtaining such Service(s). If
ACH wishes to dispute Visteon's inability to provide or procure such Service(s),
then the Parties shall make use of the provisions of Article IV hereof to
resolve any such dispute.

          (c) ACH shall not change any procedure or method of operation that
materially adversely affects Visteon's performance of its obligations under this
Agreement or any of the Equipment without Visteon's prior written consent.


                                       27

                                   ARTICLE IX
                                 INDEMNIFICATION

     9.1 INDEMNIFICATION.

          The Parties agree that the applicable provisions of Article VIII of
the Contribution Agreement subject to the specific limitations and exclusions
set forth in Article XII of this Agreement shall apply to this Agreement.

     9.2 EXCLUSIVE REMEDY.

          Subject to Article XII, the Parties acknowledge that their sole remedy
contained in this Agreement shall be as referred to in this Article IX. Nothing
contained herein, however, shall limit the rights of any Party to seek and
obtain injunctive relief to specifically enforce the other Party's obligations
hereunder under Section 15.12 or otherwise.

                                    ARTICLE X
                COMPLIANCE WITH AND CHANGES TO LAWS AND POLICIES

     10.1 COMPLIANCE WITH LAWS AND POLICIES.

          (a) At all times while a Statement of Work is in effect, Visteon shall
comply, and shall remain in compliance, with all applicable Laws affecting its
performance of the Services, and the terms of this Agreement relating to or
affecting the performance of its obligations hereunder, and shall secure and
maintain in full force and effect all governmentally required licenses, permits
and authorizations necessary for the performance of its obligations hereunder.
Visteon shall comply with all Laws applicable to its business. Notwithstanding
any provision herein to the contrary, Visteon shall be entitled to reasonably
rely on all written instructions provided by a duly authorized officer of ACH to
Visteon with respect to legal and regulatory requirements applicable to the
businesses of ACH.

          (b) At all times during the Term of this Agreement, ACH shall comply,
and be and remain in compliance with all applicable Laws and the terms of this
Agreement relating to or affecting the receipt of the Services and the
performance of its obligations hereunder, and shall secure and maintain in full
force and effect all licenses, permits and authorizations necessary for the
performance of its obligations hereunder, provided, that ACH shall not be
responsible for any failure or inability to meet its obligations under this
Section 10.1(b) where such failure or inability arises from, or is reasonably
attributable to, any failure or inability of Visteon to comply with Visteon's
obligations under this Agreement, including, but not limited to, the failure or
inability of Visteon to obtain any consents required in order to provide
Services to ACH under this Agreement.

     10.2 CHANGES IN LAWS.

          Notwithstanding anything to the contrary in this Agreement, in the
event of any change in Law or enactment of a new Law that affects the Services
after the date of this Agreement, Visteon and ACH will negotiate in good faith
to modify the applicable Statement of Work (including the Service Fees) and
related Services to the extent necessary to comply with


                                       28

such new or amended Law. For the avoidance of doubt, to the extent New Services
are required for purposes of such compliance, Visteon shall provide such New
Services to ACH in accordance with Section 3.6, and all such New Services shall
be provided to ACH (but not to ACH Buyers) in accordance with Article V of this
Agreement. To the extent that a change in any applicable Laws adversely affects
the ability of Visteon to perform its obligations under this Agreement, Visteon
shall take such actions as are reasonably necessary and appropriate for Visteon
to fulfill its obligations hereunder. To the extent that a change in any
applicable Law adversely affects the ability of ACH to receive or to use
Services, ACH shall take such actions as are reasonably necessary and
appropriate for ACH to receive or to use Services or otherwise to fulfill its
obligations hereunder. If any joint action by Visteon or ACH is required under
this Section, ACH and Visteon shall cooperate in good faith to promptly and
mutually agree upon the course of action required.

                                   ARTICLE XI
                            CONFIDENTIAL INFORMATION

     11.1 CONFIDENTIAL INFORMATION.

          (a) Each of Visteon and ACH agrees to hold in confidence, and to use
only in connection with the provision or receipt of the Services under this
Agreement, all information that is disclosed under this Agreement and designated
by the disclosing Party in writing or by appropriate stamp or legend as
"CONFIDENTIAL" or some similar marking of like importance, or where the nature
of the information is such that a reasonable person who deals with such
information would believe that a party intends or is obligated to maintain it as
confidential (hereinafter "Confidential Information"). For the avoidance of
doubt, the Parties agree that Confidential Information shall include information
of Visteon Third Party Service Providers that is designated as confidential
under the terms of an agreement between Visteon and such Visteon Third Party
Service provided that such information is designated by the disclosing Party in
writing or by appropriate stamp or legend as "CONFIDENTIAL" or some similar
marking of like importance. The receiving Party agrees to use the same degree of
care, but no less than a reasonable degree of care, to prevent the unauthorized
use and disclosure of the Confidential Information to third parties (including
Ford) as it uses to protect its own confidential information of like importance.
Except as specified below, the obligations of this Article XI shall terminate on
the expiration of the Term of this Agreement, after which the party having
received the Confidential Information shall limit further disclosure in the same
manner as that party protects its own confidential information of like
importance.

          (b) Notwithstanding any other provision of this Agreement, the
obligations of restricted disclosure and use specified herein will not apply to
Confidential Information which: (i) is available as of the Effective Date or
becomes available to the public without breach of this Agreement; (ii) is
authorized for release in writing by the disclosing Party prior to the
applicable disclosure; (iii) is lawfully obtained from a third party or parties
without a duty of confidentiality; (iv) is disclosed to a third party by the
disclosing Party without a similar duty of confidentiality; or (v) is at any
time developed by the receiving Party independently of any related disclosure(s)
from the disclosing Party.


                                       29

          (c) With regard to any Confidential Information disclosed pursuant to
this Agreement, the receiving Party shall not be liable for unauthorized
disclosure of such Confidential Information pursuant to judicial action or
governmental regulations or requirements, provided that the receiving Party
notifies the disclosing Party of the need for such disclosure within a
reasonable period of time before such disclosure is required.

                                   ARTICLE XII
                     LIMITATION OF LIABILITY; NO WARRANTIES

     12.1 LIMITATION OF LIABILITY.

          Notwithstanding any other provision of this Agreement, and for any
reason, including breach of any duty imposed by this Agreement or independent of
this Agreement, and regardless of any claim in contract, tort (including
negligence) or otherwise, the liability of each Party under this Agreement and
all Participation Agreements, for any single breach, other than ACH's
obligations to make payments to Visteon under this Agreement, shall in no
circumstance exceed, in the aggregate the total amount of all payments made to
Visteon by ACH for the Services during the three (3) months prior to the act or
event giving rise to such claim under the Statement of Work to which such claim
relates.

     12.2 EXCLUSION OF INCIDENTAL AND CONSEQUENTIAL DAMAGES.

          INDEPENDENT OF, SEVERABLE FROM, AND TO BE ENFORCED INDEPENDENTLY OF
ANY OTHER PROVISION OF THIS AGREEMENT, NEITHER PARTY WILL BE LIABLE TO THE OTHER
PARTY (NOR TO ANY PERSON CLAIMING RIGHTS DERIVED FROM THE OTHER PARTY'S RIGHTS)
IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, FOR INCIDENTAL,
CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING
LOST PROFITS, LOSS OF BUSINESS, OR OTHER ECONOMIC DAMAGE, EXCEPT IN THE CASE OF
WILLFUL OR INTENTIONAL BREACH.

     12.3 NO WARRANTIES.

          EXCEPT AS SET FORTH IN SECTION 3.1(e) OR AS OTHERWISE EXPRESSLY
PROVIDED IN THIS AGREEMENT, VISTEON MAKES NO WARRANTIES, EXPRESS OR IMPLIED, IN
CONNECTION HEREWITH (INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO ANY SERVICES
OR ANY DATA, WORKS OR MATERIALS PROVIDED HEREUNDER) INCLUDING, BUT NOT LIMITED
TO, NON-WARRANTIES OF IMPLIED MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE
OR NON-INFRINGEMENT WITH RESPECT TO THE SERVICES OR ANY DATA, WORKS OR MATERIALS
TO BE PROVIDED UNDER THIS AGREEMENT.

     12.4 ESSENTIAL ELEMENTS.

          ACH and Visteon acknowledge and agree that the limitations contained
in this Article XII are essential to this Agreement, and that Visteon and ACH
have expressly relied upon the inclusion of each and every provision of this
Article XII as a condition to executing this Agreement.


                                       30

                                  ARTICLE XIII
                                  FORCE MAJEURE

     13.1 FORCE MAJEURE.

          If either Party hereto is rendered unable wholly or in part by Force
Majeure (as defined herein) to perform its obligations hereunder (other than the
obligation to pay money), such Party shall give prompt notice to the other Party
with reasonable particulars thereof and the probable extent of the inability to
perform such obligation, whereupon the obligation of such Party shall be
suspended so far as it is affected by such Force Majeure during but no longer
than the continuance thereof. The affected Party shall use all possible
diligence to remove such Force Majeure.

          (b) For the purpose of this Agreement, the term "Force Majeure" shall
mean any act of God, strike or lockout or other labor dispute, act of the public
enemy, war declared or undeclared, terrorist act, blockade, revolution, riot,
insurrection, civil commotion, lightening, fire, storm, flood, earthquake,
explosion, governmental restraint, embargo, inability to obtain or delay in
obtaining governmental approvals, permits, licenses or allocations (excluding
any such governmental approvals, permits, licenses or allocations that a Party
was required to obtain under any Contribution Agreement Transaction Document,
Visteon A Transaction Document or Visteon B Transaction Document), and any other
cause of the kind enumerated above which is not reasonably within the control of
the Party claiming Force Majeure.

                                   ARTICLE XIV
                              INTELLECTUAL PROPERTY

     14.1 INTELLECTUAL PROPERTY

     The Parties agree that this Agreement shall require the performance of
Services only and shall not entail any transfer or licensing of either Party's
rights in intellectual property. Notwithstanding anything in this Agreement to
the contrary, the rights of the Parties as set forth in the Intellectual
Property Contribution Agreement and the Software License and Contribution
Agreement shall not be modified or affected in any manner by the provisions of
this Agreement.

     14.2 INTEREST IN PROPRIETARY INFORMATION.

          (a) Except as set forth in Section 14.2 (b), ACH shall not be deemed
to have acquired any interest in proprietary information of Visteon which
becomes available to ACH in the performance of Visteon's obligations under this
Agreement or otherwise in connection with the provision of Services. Visteon
shall not be deemed to have acquired any interest in proprietary information of
ACH which becomes available in performance of the obligations under this
Agreement or otherwise in connection with the provision of Services.

          (b) As used in this Section 14.2, "Shared Resource" shall mean any
employees, or if applicable, agents, subcontractors or representatives of
Visteon or its Affiliates who provide any Services under this Agreement and who
are obligated under law or contract to assign or license intellectual property
rights to Visteon.


                                       31

          (c) (i) The Parties agree that all right, title and interest in and to
intellectual property developed or conceived by a Shared Resource shall be owned
by the party for which the Shared Resource was working, at the time of
development or conception, only if there is convincing evidence that such
intellectual property could not reasonably be attributed to a task or project
previously or currently assigned by the other party. Visteon hereby agrees that
if ownership of the intellectual property under this Section 14.2(c)(i) should
be assigned to ACH, Visteon shall or shall cause its subsidiary to assign such
intellectual property to ACH. The Parties agree to meet on a regularly scheduled
basis to review all disclosures submitted to either party that name one or more
Shared Resources as an inventor. The Parties shall agree at that time whether
the invention satisfies the requirements of this Article. If the Parties can not
come to an agreement, then Sections 14.2(c)(ii) through (c)(vi) shall apply as
appropriate.

               (ii) The Parties agree that all right, title and interest in
intellectual property developed in the course of providing Services related to
Visteon Core Shared Products and Technologies (as defined in the Intellectual
Property Contribution Agreement) under this Agreement shall be owned by Visteon.
Further, Visteon shall grant or shall cause its subsidiary to grant to ACH an
irrevocable, non-exclusive, worldwide, non-sublicensable, fully paid, royalty
free license to make, have made, use, have used, offer for sale, sell and import
products under any of the intellectual property developed in the course of
providing Services related to Visteon Core Shared Products and Technologies
under this Agreement.

               (iii) Visteon shall or shall cause its subsidiary to assign all
right, title and interest in intellectual property developed in the course of
providing Services related to Visteon Non-Core Shared Products and Technologies
(as defined in the Intellectual Property Contribution Agreement) under this
Agreement to ACH. Further, ACH shall grant to Visteon or Visteon's designated
subsidiary an irrevocable, non-exclusive, non-sublicensable, fully paid, royalty
free license to make, have made, use, have used, offer for sale, sell, and
import products and methods under any of the intellectual property developed in
the course of providing Services related to Visteon Non-Core Shared Products and
Technologies under this Agreement.

               (iv) Visteon agrees to grant to ACH a royalty bearing license on
commercially reasonable terms and conditions to Visteon's or its subsidiaries'
intellectual property which is necessary to utilize the intellectual property
developed in the course of providing Services related to Visteon Non-Core Shared
Products and Technologies under this Agreement. Such royalty bearing license
shall not apply to royalty free rights granted to ACH under the Intellectual
Property Contribution Agreement.

               (v) Visteon agrees to grant to ACH on commercially reasonable
terms (i) an irrevocable, non-exclusive, non-sublicensable, royalty bearing
license to make and use products and manufacturing methods in North America, and
(ii) an irrevocable, non-exclusive, worldwide, non-sublicensable, royalty
bearing license to use, have used, offer for sale, sell, and import products, to
Visteon's or its subsidiaries' intellectual property which is necessary to
utilize the intellectual property developed in the course of providing Services
related to Visteon Core Shared Products and Technologies under this Agreement.
Such royalty bearing license shall not apply to royalty free rights granted to
ACH under the Intellectual Property Contribution Agreement.


                                       32

               (vi) The license rights granted in Sections 14.2(c)(ii), (iii),
(iv), or (v) shall be severable and separately transferable by business, under
the same terms and conditions, upon the sale of all or substantially all of the
assets related to that business to a ACH Buyer. Subject to the terms of Section
7.04(B) of the Intellectual Property Contribution Agreement, the licensee of the
rights granted in Sections 14.2(c)(ii), (iii), (iv), or (v) above shall retain
rights under that portion of such license which is transferred to the ACH Buyer
in the event that the licensee has remaining manufacturing facilities currently
producing products requiring all or a portion of the transferred license.

                                   ARTICLE XV
                                  MISCELLANEOUS

     15.1 NOTICES.

          All notices, requests and other communications to any Party hereunder
shall be in writing (including facsimile transmission and electronic mail
("e-mail") transmission, so long as a receipt of such email is requested and
received) and shall be given,

     if to ACH, to:

          Automotive Components Holdings, LLC
          c/o Ford Motor Company
          Office of the Secretary
          One American Road
          11th Floor World Headquarters
          Dearborn, Michigan 48126
          Attention: Peter J. Sherry, Jr.
          Facsimile No.: (313) 248-8713
          E-mail: psherry@ford.com

     with a copy to:

          Ford Motor Company
          Office of the General Counsel
          One American Road
          320 World Headquarters
          Dearborn, Michigan 48126
          Attention: Marcia J. Nunn
          Facsimile No.: (313) 337-3209
          E-mail: mnunn@ford.com

     if to Visteon, to:

          Visteon Corporation
          One Village Center Drive
          Van Buren Township, Michigan 48111
          Attention: John Donofrio, General Counsel
          Facsimile No.: (734) 710 - 7132
          E-mail: jdonofri@visteon.com


                                       33

or such other address or facsimile number as such Party may hereafter specify
for the purpose by notice to the other Party hereto. All such notices, requests
and other communications shall be deemed received on the date of receipt by the
recipient thereof if received prior to 5:00 p.m. in the place of receipt and
such day is a Business Day in the place of receipt. Otherwise, any such notice,
request or communication shall be deemed not to have been received until the
next succeeding Business Day in the place of receipt.

     15.2 AMENDMENTS; WAIVER.

          (a) Any provision of this Agreement may be amended or waived if, but
only if, such amendment or waiver is in writing and is signed, in the case of an
amendment, by each Party to this Agreement, or in the case of a waiver, by the
Party against whom the waiver is to be effective.

          (b) No failure or delay by any Party in exercising any right, power or
privilege hereunder shall operate as a waiver thereof nor shall any single or
partial exercise thereof preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. The rights and remedies herein
provided shall be cumulative and not exclusive of any rights or remedies
provided by law.

     15.3 INTERPRETATION.

          (a) When a reference is made in this Agreement to a Section, Exhibit
or Schedule, such reference shall be to a Section of, or an Exhibit or Schedule
to, this Agreement unless otherwise indicated. The table of contents and
headings contained in this Agreement are for reference purposes only and shall
not affect in any way the meaning or interpretation of this Agreement. Whenever
the singular is used herein, the same shall include the plural, and whenever the
plural is used herein, the same shall include the singular, where appropriate.

          (b) No provision of this Agreement will be interpreted in favor of, or
against, any Party hereto by reason of the extent to which any such Party hereto
or its counsel participated in the drafting thereof or by reason of the extent
to which any such provision is inconsistent with any prior draft hereof or
thereof.

     15.4 SUCCESSORS AND ASSIGNS.

          The provisions of this Agreement shall be binding upon and inure to
the benefit of the Parties hereto and their respective successors and permitted
assigns; provided that no Party may assign, delegate or otherwise transfer any
of its rights or obligations under this Agreement without the consent of the
other Party hereto. Notwithstanding the foregoing, Visteon may assign this
Agreement and any and all rights, duties and obligations hereunder to any
directly or indirectly wholly-owned Subsidiary of Visteon without the consent of
ACH or any ACH Buyer, provided that such an assignment shall not constitute a
release of Visteon. The Parties acknowledge and agree that the use by Visteon of
a Visteon Third Party Service Provider to provide any of the Services shall not
constitute an assignment. In no event shall a ACH Buyer be permitted to assign a
Participation Agreement or any rights, interests or obligations thereunder
without the consent of Visteon, which consent may be withheld for any reason.


                                       34

     15.5 GOVERNING LAW.

          This Agreement shall be governed by and construed in accordance with
the law of the State of Michigan, without regard to the conflicts of law rules
of such state.

     15.6 JURISDICTION.

          Subject to Article IV hereof, the Parties hereto agree that any suit,
action or proceeding seeking to enforce any provision of, or based on any matter
arising out of or in connection with, this Agreement or the transactions
contemplated hereby shall be brought in any federal court sitting in Michigan or
any Michigan State court sitting in Wayne County or Oakland County, Michigan, so
long as one of such courts shall have subject matter jurisdiction over such
suit, action or proceeding, and that any cause of action arising out of this
Agreement shall be deemed to have arisen from a transaction of business in the
State of Michigan, and each of the Parties hereby irrevocably consents to the
jurisdiction of such courts (and of the appropriate appellate courts therefrom)
in any such suit, action or proceeding and irrevocably waives, to the fullest
extent permitted by law, any objection that it may now or hereafter have to the
laying of the venue of any such suit, action or proceeding in any such court or
that any such suit, action or proceeding brought in any such court has been
brought in an inconvenient forum. Process in any such suit, action or proceeding
may be served on any Party anywhere in the world, whether within or without the
jurisdiction of any such court.

     15.7 WAIVER OF JURY TRIAL.

          EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT
TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

     15.8 COUNTERPARTS; EFFECTIVENESS; THIRD-PARTY BENEFICIARIES.

          This Agreement may be signed in any number of counterparts, each of
which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument. This Agreement shall become effective
when each Party hereto shall have received a counterpart hereof signed by the
other Party hereto. Until and unless each Party has received a counterpart
hereof signed by the other Party hereto, this Agreement shall have no effect and
no Party shall have any right or obligation hereunder (whether by virtue of any
other oral or written agreement or other communication). No provision of this
Agreement is intended to confer any rights, benefits, remedies, obligations or
liabilities hereunder upon any Person other than the Parties hereto and their
respective successors and permitted assigns under Section 15.4.

     15.9 ENTIRE AGREEMENT.

          This Agreement, together with all Statements of Work and all
schedules, exhibits and attachments thereto, constitutes the entire agreement
between the Parties with respect to the subject matter of this Agreement and
supersedes all prior agreements and understandings, both oral and written,
between the Parties with respect to the subject matter of this Agreement.


                                       35

     15.10 SEVERABILITY.

          If any term, provision, covenant or restriction of this Agreement is
held by a court of competent jurisdiction or other authority to be invalid, void
or unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and shall
in no way be affected, impaired or invalidated so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner
materially adverse to any Party. Upon such a determination, the Parties shall
negotiate in good faith to modify this Agreement so as to effect the original
intent of the Parties as closely as possible in an acceptable manner in order
that the transactions contemplated hereby be consummated as originally
contemplated to the fullest extent possible.

     15.11 INDEPENDENT CONTRACTORS.

          This Agreement does not constitute a partnership and nothing herein is
intended to render, nor shall anything herein be construed to render, the
Parties hereto as partners of each other. Nothing contained herein shall render
either Party an agent of the other Party, and neither Party shall have the
power, authority or right to act on behalf of or bind the other Party or
negotiate or conclude contracts on behalf of or in the name of the other Party
or impose any liability or obligation to third parties upon the other Party.
Neither Party shall incur or accept any liability or enter into any commitments
or contracts on behalf of the other Party.

     15.12 SPECIFIC PERFORMANCE.

          The Parties hereto agree that irreparable damage would occur if any
provision of this Agreement were not performed in accordance with the terms
hereof and that the Parties shall be entitled to an injunction or injunctions to
prevent breaches of this Agreement or to enforce specifically the performance of
the terms and provisions hereof in the courts specified in Section 15.6, in
addition to any other remedy to which they are entitled at law or in equity.

                    [Signatures appear on the following page]


                                       36

          IN WITNESS WHEREOF, each of the Parties hereto, having caused this
Master Services Agreement to be duly executed, do hereby warrant and represent
that their respective signatories, whose signatures appear below, have been and
are on the date of this document officers duly authorized by all necessary and
appropriate corporate action to execute this Master Services Agreement.

VISTEON CORPORATION, a Delaware         AUTOMOTIVE COMPONENTS HOLDINGS, LLC,
corporation                             a Delaware limited liability company


By: /s/ James F. Palmer                 By: /s/ James F. Palmer
    ---------------------------------       ------------------------------------
Its: Executive Vice President           Its: President
     and Chief Financial Officer

                                       37

                                                                    Exhibit 10.2

                     VISTEON HOURLY EMPLOYEE LEASE AGREEMENT

     This Lease Agreement (the "AGREEMENT") is made effective as of October 1,
2005 (the "EFFECTIVE DATE"), between Visteon Corporation, a Delaware corporation
("VISTEON"), and Automotive Components Holdings, LLC f/k/a/ VFH Holdings, LLC, a
Delaware limited liability company ("ACH"). ACH and Visteon are referred to
herein individually as a "PARTY" and collectively as the "PARTIES".

                                    RECITALS

     WHEREAS, ACH is engaged in the business of manufacturing and assembling
automotive parts and providing related services ("BUSINESS");

     WHEREAS, ACH is an entity managed by Ford Motor Company, a Delaware
corporation ("FORD");

     WHEREAS, ACH and Ford will attempt to disposition certain assets of the
Business to subsequent buyers;

     WHEREAS, Visteon hourly employees are represented by the International
Union, United Automobile, Aerospace and Agricultural Implement Workers of
America, UAW and its affiliated locals (collectively, "UAW") and are covered
under the terms and conditions of the (i) Master Visteon-UAW Collective
Bargaining Agreement dated June 29, 2000 and the Supplemental Agreement dated as
of May 4, 2004 and extensions or successor agreements by and between Visteon and
the UAW (collectively, "MASTER VISTEON CBA") or (ii) the UAW Local #1216-Visteon
Corporation Regional Assembly and Manufacturing LLC, Bellevue Plant, Labor
Agreement ("BELLEVUE CBA") such employees hereafter known as ("BELLEVUE HOURLY
EMPLOYEES");

     WHEREAS, pursuant to the terms of a Memorandum of Agreement dated as of May
24, 2005 by and between the UAW, Ford and Visteon ("MOA") the parties thereto
agreed that all Visteon employees represented under the Master Visteon CBA as of
the Effective Date would be converted to Ford employees and that after the
Effective Date, Visteon would hire any new hourly employees under the terms of
the Master Visteon CBA and lease them to ACH ("VISTEON NEW HIRES");

     WHEREAS, ACH desires to obtain the services of Visteon New Hires to conduct
the Business pursuant to the terms of this Agreement; and

     WHEREAS, ACH desires to obtain the services of Bellevue Hourly Employees to
conduct the Business pursuant to the terms of this Agreement.

     NOW THEREFORE, in consideration of the above premises and the mutual
covenants herein contained, and for other good and valuable consideration given
by each Party hereto to the other, the sufficiency and receipt of which are
hereby acknowledged, the Parties hereto, intending to be legally bound, hereby
agree as follows:

                                    ARTICLE 1
                                      TERM

     Section 1.01. Term. The term of this Agreement shall commence on October 1,
2005, such date being referred to hereafter as the "EFFECTIVE DATE" and shall
terminate on the earlier to occur of (i) the termination of employment of all of
the Leased Employees (as defined below) or (ii) the agreement of the Parties to
terminate this Agreement ("TERM").

                                    ARTICLE 2
                        LEASE OF VISTEON HOURLY EMPLOYEES

     Section 2.01. Lease and Employee Census. A preliminary employee census is
attached as Schedule 2.01 ("PRELIMINARY CENSUS"). The Preliminary Census sets
forth a list of the Bellevue Hourly Employees to be leased to ACH as of the
Effective Date, together with their base hourly wage rate, Visteon service date,
job classification, location code and Global Identification Number. Within five
days of the date hereof, Visteon shall update the Preliminary Census with any
applicable changes and deliver the Preliminary Census to ACH. ACH shall have an
additional five days to approve the revised Preliminary Census. After the
revised Preliminary Census is approved by ACH, it shall be substituted for
Schedule 2.01 and shall be known as the "EMPLOYEE Census". Employees who are
identified on the Employee Census shall be known as "LEASED EMPLOYEES". In the
event that ACH requires additional hourly employees to work in the Business, ACH
will inform Visteon of its personnel requirements. Visteon shall hire only that
number of employees with the specified skills that ACH requests. Visteon and ACH
shall agree on the hiring process to be used. Visteon shall update the Employee
Census at least monthly for any Visteon New Hires or Bellevue Hourly Employees
and other employee transactions (i.e., quits, death, transfers, etc.) in
connection with the invoice procedure specified in Section 4.04. Bellevue Hourly
Employees and Visteon New Hires on the Employee Census shall be known for
purposes of this Agreement as the "LEASED EMPLOYEES". The period during which
Leased Employees are leased to ACH is referred to as the "LEASE PERIOD". ACH
agrees to lease from Visteon, and Visteon agrees to lease to ACH, the Leased
Employees under the terms of this Agreement.


                                       2

     Section 2.02. Buyer Leasing. In the event of a sale or transfer of all or
any part of the Business to a buyer, Visteon and Ford shall mutually agree on
any ultimate disposition of the Leased Employees to a buyer, subject to UAW
consent. Visteon shall make any appropriate arrangements concerning HR services
as is determined by ACH, Visteon and a buyer for up to twenty-four (24) months
under the terms of the Master Services Agreement between the Parties executed as
of even date herewith ("MASTER SERVICES AGREEMENT"). Visteon shall provide such
HR services to a buyer at the following rates:



TERM                             PRICE
- ----                             -----
                              
9 months post-sale               Cost + 5%
10-15 months post-sale           Cost + 8%
16 months and beyond post-sale   Cost + 12%


     Section 2.03. Redundant Employees. ACH shall give Visteon at least ten
business days notice (where practical) when ACH desires to discontinue the lease
of any individual Leased Employee or group of Leased Employee, in its sole
discretion. The requirement for at least ten business days notice will be waived
in situations when a Leased Employee commits an offense which would justify a
"for cause" termination under Visteon's personnel practices and consistent with
the applicable CBA, in which event such employee will be terminated from this
Agreement immediately and returned to Visteon. Visteon shall delete any such
employee from the Employee Census effective on the last day worked for ACH;
provided however, that ACH shall remain responsible for reimbursing Visteon for
only those costs Visteon may incur with respect to such employee under the terms
of the applicable CBA, including SUB costs, if any. Notwithstanding the above,
lease fees for any Leased Employee terminated "for cause" shall cease the day
the termination is effective. Visteon shall be responsible for complying with
any applicable Worker Adjustment and Retraining Notification ("WARN") Act or
other applicable legal requirements in connection with a termination of a Leased
Employee, provided that Visteon receives notice from ACH sufficiently in advance
to permit such compliance, including notification requirements. If Visteon does
not receive sufficient notice from ACH, ACH shall be responsible for all costs
of such compliance with WARN or any similar law, including costs of any period
of continued employment or pay in lieu of notice.


                                       3

                                    ARTICLE 3
                                EMPLOYER MATTERS

     Section 3.01. Employer Definition. Visteon shall be the employer of the
Leased Employees and ACH shall not be considered the employer. Visteon will
instruct Leased Employees to (i) conform to applicable law and ACH policies
while at ACH facilities regarding safety and health, personal and professional
conduct (including the wearing of an identification badge or personal protective
equipment and adhering to plant regulations and general safety practices or
procedures) generally applicable to such facilities, which policies, procedures,
rules and regulations ACH will provide as soon as practicable after the date
hereof, and as soon as practicable upon any modification, termination or
adoption of any such policy, procedure, rule or regulation; and (ii) to
otherwise conduct themselves in a lawful and businesslike manner. Leased
Employees also shall be subject at all times to ACH's and Visteon's policies and
procedures. During the Lease Period, Visteon shall retain responsibility for all
payments and benefits due to the Leased Employees in connection with their work
relating to the Business and pro-rated for part-time employment, including but
not limited to:

     (i) the payment of Leased Employees' base hourly wage or other components
of pay as required under the applicable CBA (less any applicable withholding or
other taxes or any amounts deducted from such wages pursuant to normal payroll
practices of Visteon);

     (ii) the provision of all other employee benefits under the applicable CBA;

     (iii) payment of all federal, state, or local taxes withheld or otherwise
required to be paid with respect thereto; and

     (iv) the liability for statutory benefits, including workers' compensation,
payable to employees.

     Section 3.02. Management of Employees. ACH and its management shall have
the right to assign to, and to structure work for, the Leased Employees in
accordance with the terms of the applicable CBA. Visteon acknowledges that ACH
will have no employees, but ACH will carry out its management responsibilities
hereunder by retaining appropriate personnel by assignment from Ford, leasing
salaried employees from Visteon or retaining agency employees either by itself
or through Visteon.

     Section 3.03. Information. ACH shall provide Visteon on a weekly basis a
summary of the hours of service rendered by each of the Leased Employees during
the preceding week. In addition, ACH shall provide Visteon with such information
or documents as Visteon may reasonably request with respect to a


                                       4

Leased Employee. ACH will share any such information with Visteon (other than
non-job related personal care received by the Leased Employees unless related to
a legitimate business interest of Visteon) regardless of any claim of privilege
or confidentiality because Visteon is an employer of the Leased Employees.

     Section 3.04. Payroll and Related Services. During the Lease Period,
Visteon shall provide payroll processing services for the Leased Employees
comparable to such services for its employees other than Leased Employees. Upon
reasonable request or as needed, Visteon will provide assurances that all proper
payments and reporting requirements have been made.

     Section 3.05. Employee Benefit Plans. (a) During the Lease Period, Visteon
shall cover the Leased Employees under the employee benefit and fringe benefit
plans and arrangements under the applicable CBA. Leased Employees shall be
ineligible to participate in any employee benefit plan or fringe benefit program
sponsored by ACH or Ford. Requests for leave, reasonable accommodation and other
benefits provided by Visteon policies or by federal, state or local law will be
coordinated by ACH and Visteon. For avoidance of doubt, during the Lease Period,
Visteon reserves the right to modify, terminate or suspend any employee benefit
or fringe benefit plan applicable to any of the Leased Employees, with ACH
consent, and subject to the applicable CBA.

     (b) During the Lease Period, Visteon shall maintain, administer and manage
all employee benefit and fringe benefit plans and arrangements offered to the
Leased Employees.

                                    ARTICLE 4
                                  REIMBURSEMENT

     Section 4.01. Direct Wage and Benefit Costs. Visteon shall be reimbursed
for the direct wage and benefit costs for the Leased Employees. For purposes of
this Section 4.01, reimbursements for "direct wage and benefit costs" shall
include:

     (i) The weekly gross wage, and any other type of cash compensation
specified in the applicable CBA, such as the Christmas bonus, moving allowance,
and any other cash compensation not included in the Standard Monthly Group
Fringe Cost (as defined below);

     (ii) A per-employee Standard Monthly Group Fringe Cost according to the
rate schedules set forth on Schedule 4.01(ii) attached hereto. The rate schedule
shall be reviewed monthly by ACH. Visteon may change the rate schedule
periodically to reflect changes in costs and plan benefits, but no more than
four


                                       5

times per any calendar year commencing in 2006, subject to ACH prior written
approval, which approval shall not be unreasonably withheld. The Standard
Monthly Group Fringe Cost shall not include any fees that are to be reimbursed
to Visteon under the Master Services Agreement for such expenses;

     (iii) Expenses incurred by Visteon with respect to each Leased Employee
which is not included in (i) and (ii) above that arise as a result of the Leased
Employee's work for ACH, such as reserves for any workers' compensation claims
arising out of a work accident while the Leased Employee was performing work for
ACH during the Lease Period;

     (iv) Reasonable and necessary travel and business related expenses incurred
by Visteon in furtherance of ACH Business and paid or reimbursed to a Leased
Employee by Visteon as authorized by Visteon's standard travel and business
expense reimbursement policy. Reimbursement under this subsection shall not
include any fees that are to be reimbursed to Visteon under the Master Services
agreement for such expense; and

     (v) Any taxes incurred or paid by Visteon with respect to the Leased
Employees not otherwise covered under Sections (i) through (iv), above,
including employer payroll taxes, the Michigan single business tax, and any
excise, sales, use, gross receipts, value-added or other similar transaction
taxes that may be levied by any domestic or foreign government related to the
charges or services rendered pursuant to this Agreement; provided, however, that
Visteon shall use commercially reasonable efforts to mitigate any applicable
tax, including reasonable cooperation with ACH or Ford in connection with such
mitigation.

     Section 4.02. Annual Rate Setting. Except as provided below, Visteon and
ACH shall meet sixty (60) days prior to the end of the calendar year, or on a
mutually agreed upon annual time period that is consistent with regular annual
fringe cost changes, for the purpose of determining the Standard Monthly Group
Fringe Cost (set forth in Section 4.01(ii) above) applicable for the following
twelve month period. If the Parties are unable to agree on the per-employee rate
for the Standard Monthly Group Fringe Cost set forth in Section 4.01(ii) above,
the rate as determined by Visteon shall be in effect and applied to the most
current Employee Census until the new rate is agreed upon and any adjustment
shall be retroactively effective as of the beginning of the twelve month period.
If the rate is not agreed upon prior to the beginning of the applicable periods,
the Parties shall continue to diligently resolve the rate differences in a
timely manner.

     Section 4.03. Reconciliation. Within a thirty (30) day period subsequent
to the end of the calendar year, Visteon shall provide ACH with a statement
indicating the Actual Group Monthly Fringe Cost for the year for the Leased
Employees and the amount that was billed to ACH pursuant to Section 4.01(ii).


                                       6

For purposes hereof, "ACTUAL GROUP MONTHLY FRINGE COST" for the year equals the
actual payments made to include year end accruals, plus or minus the changes in
reserves. ACH or its representatives shall have the right to verify the
statement and Visteon promptly shall make available to ACH or its
representatives all supporting documentation. After ACH approves the statement,
Visteon shall make any appropriate adjustment (credit or debit) in the next
billing cycle.

     Section 4.04. Payment Schedule/Payment. Payments due hereunder shall be
paid according to the following schedule:

     (i) Visteon shall provide ACH with an invoice for Section 4.01(i) wages and
other cash compensation and Section 4.01(v) statutory fees two business days
prior to the applicable pay date; and

     (ii) Section 4.01(ii) Standard Monthly Group Fringe Cost, Section 4.01(iii)
other expenses and Section 4.01(iv) travel and business expenses shall be
invoiced five business days prior to the end of the month.

     Visteon shall render an invoice to ACH in such form and containing such
detail as ACH shall reasonably require, for the amounts described above. The
total due on the invoice shall be paid to Visteon on (a) the second business day
after receipt of the invoice with respect to Section 4.04(i) and (b) the last
business day of the month with respect to Section 4.04 (ii). Payments may be
made by wire transfer or other means reasonably acceptable to Visteon. ACH or
its representatives shall have a right to audit the invoices and related records
of Visteon upon reasonable notice during normal business hours, at a place
mutually agreed upon by the Parties.

     Section 4.05. Workers' Compensation and Unemployment Insurance. Visteon
shall continue to provide Workers' Compensation and Unemployment Compensation
coverage for all of the Leased Employees at all times during the Term.

                                    ARTICLE 5
                                WORK ENVIRONMENT

     Section 5.01. Compliance with All Health and Safety Laws. The Parties
shall comply with all applicable, national, federal, state and local health and
safety laws, regulations, ordinances, directives, and rules for Leased Employees
working on their respective premises.

     Section 5.02. Compliance with Employment Laws. Each of the Parties shall
comply with all applicable national, federal, state and local employment


                                       7

laws, including, but not limited to, wage and hour, overtime, discrimination
laws, and/or local ordinances, with regard to its respective employees.

                                    ARTICLE 6
                                    INDEMNITY

     Section 6.01. ACH Indemnity. ACH shall indemnify Visteon and its
affiliates ("VISTEON INDEMNITEES") against and agrees to hold it harmless from
any and all damage, loss, claim, liability and expense (including without
limitation, reasonable attorneys' fees and expenses in connection with any
action, suit or proceeding brought against any Visteon Indemnitee) incurred or
suffered by any Visteon Indemnitee arising out of the breach of any agreement
made by ACH hereunder with respect to the Leased Employees.

     Section 6.02. Visteon Indemnity. Visteon shall indemnify ACH, Ford and
their affiliates ("FORD INDEMNITEES") against and agrees to hold them harmless
from any and all damage, loss, claim, liability and expense (including without
limitation, reasonable attorneys' fees and expenses in connection with any
action, suit or proceeding brought against any Ford Indemnitee) incurred or
suffered by any Ford Indemnitee arising out of (i) breach of any agreement made
by Visteon hereunder; (ii) any employment, payroll, benefit, workers
compensation, or other claims of any kind of any current or former Bellevue
Hourly Employee or Visteon New Hire, including any Leased Employee, or any
agency employee leased by Visteon to ACH pursuant to this Agreement, regardless
of when they arise; or (iii) any claim by any current or former Bellevue Hourly
Employee or Visteon New Hire, including any Leased Employee (or their dependents
or beneficiaries), to the Pension Benefit Guaranty Corporation, the Department
of Labor, the Internal Revenue Service, the Securities and Exchange Commission
or comparable federal or national agencies in the United States, arising out of
or in connection with the operation, administration, funding or termination of
any of the employee benefit plans applicable to any Bellevue Hourly Employee or
Visteon New Hire, including any Leased Employee, that arise prior to, during or
after the Lease Period.

     Section 6.03. Indemnification Procedures. The procedure for indemnification
under this Article 6 shall be the same procedure set forth in Section 7.03 of
the Visteon Salaried Employee Lease Agreement dated as of October 1, 2005
between Visteon and ACH.

     Section 6.04. Survival of Indemnity Provisions. The provisions of this
Article shall survive the termination of this Agreement indefinitely or until
the latest date permitted by applicable law.


                                       8

                                    ARTICLE 7
                                  MISCELLANEOUS

     Section 7.01. Notices. All notices, requests and other communications to
any Party hereunder shall be in writing (including facsimile transmission and
electronic mail ("E-MAIL") transmission, so long as a receipt of such e-mail is
requested and received) and shall be given,

     if to ACH, to:

          Ford Motor Company
          Office of the Secretary
          One American Road
          11th Floor World Headquarters
          Dearborn, Michigan 48126
          Facsimile No.: (313) 248-8713
          E-mail: psherry@ford.com

     with a copy to:

          Ford Motor Company
          Office of the General Counsel
          One American Road
          Room 626 World Headquarters
          Dearborn, Michigan 48126
          Facsimile No.: (313) 322-0248
          E-mail: bgoricha@ford.com

     if to Visteon to:

          Visteon Corporation
          One Village Center Drive
          Van Buren Township, Michigan 48111
          Attention: John Donofrio, General Counsel
          Facsimile No.: (734) 710-7132
          E-mail: jdonofri@visteon.com

     with a copy to:

          Weil, Gotshal & Manges LLP
          767 Fifth Avenue
          New York, NY 10153
          Attention: Michael E. Lubowitz, Esq.
          Facsimile No.: (212) 310-8007
          E-mail: michael.lubowitz@weil.com


                                       9

or such other address, facsimile number or e-mail as such Party may hereafter
specify for the purpose by notice to the other Parties hereto. All such notices,
requests and other communications shall be deemed received on the date of
receipt by the recipient thereof if received prior to 5:00 p.m. in the place of
receipt and such day is a business day in the place of receipt. Otherwise, any
such notice, request or communication shall be deemed not to have been received
until the next succeeding business day in the place of receipt.

     Section 7.02. Amendments and Waivers. Any provision of this Agreement may
be amended or waived if, but only if, such amendment or waiver is in writing and
is signed, in the case of an amendment, by each Party to this Agreement, or in
the case of a waiver, by the Party against whom the waiver is to be effective.

No failure or delay by any Party in exercising any right, power or privilege
hereunder shall operate as a waiver thereof nor shall any single or partial
exercise thereof preclude any other or further exercise thereof or the exercise
of any other right, power or privilege.

     Section 7.03. Expenses. Except as otherwise provided herein, all costs and
expenses incurred in connection with this Agreement shall be paid by the Party
incurring such cost or expense.

     Section 7.04. Successors and Assigns. The provisions of this Agreement
shall be binding upon and inure to the benefit of the Parties hereto and their
respective successors and permitted assigns; provided that no Party may assign,
delegate or otherwise transfer any of its rights or obligations under this
Agreement without the consent of each other Party hereto. Upon any such
permitted assignment, the references in this Agreement to ACH shall also apply
to any such assignee unless the context otherwise requires.

     Section 7.05. Governing Law. This Agreement shall be governed by and
construed in accordance with the law of the State of Michigan, without regard to
the conflicts of law rules of such state.

     Section 7.06. Dispute Resolution. If a dispute arises between the Parties
relating to this Agreement, the following shall be the sole and exclusive
procedure for enforcing the terms hereof and for seeking relief, including but
not limited to damages, injunctive relief and specific performance:

     (a) The Parties promptly shall hold a meeting of senior executives with
decision-making authority to attempt in good faith to negotiate a mutually
satisfactory resolution of the dispute; provided that no Party shall be under
any obligation whatsoever to reach, accept or agree to any such resolution;
provided


                                       10

further, that no such meeting shall be deemed to vitiate or reduce the
obligations and liabilities of the Parties or be deemed a waiver by a Party
hereto of any remedies to which such Party would otherwise be entitled.

     (b) If the Parties are unable to negotiate a mutually satisfactory
resolution as provided above, then upon request by either Party, the matter
shall be submitted to binding arbitration before a sole arbitrator in accordance
with the CPR Rules, including discovery rules, for Non-Administered Arbitration.
Within five business days after the selection of the arbitrator, each Party
shall submit its requested relief to the other Party and to the arbitrator with
a view toward settling the matter prior to commencement of discovery. If no
settlement is reached, then discovery shall proceed. Upon the conclusion of
discovery, each Party shall again submit to the arbitrator its requested relief
(which may be modified from the initial submission) and the arbitrator shall
select only the entire requested relief submitted by one Party or the other, as
the arbitrator deems most appropriate. The arbitrator shall not select one
Party's requested relief as to certain claims or counterclaims and the other
Party's requested relief as to other claims or counterclaims. Rather, the
arbitrator must only select one or the other Party's entire requested relief on
all of the asserted claims and counterclaims, and the arbitrator will enter a
final ruling that adopts in whole such requested relief. The arbitrator will
limit his/her final ruling to selecting the entire requested relief he/she
considers the most appropriate from those submitted by the Parties.

     (c) Arbitration shall take place in the City of Dearborn, Michigan unless
the Parties agree otherwise or the arbitrator selected by the Parties orders
otherwise. Punitive or exemplary damages shall not be awarded. This Section 7.06
is subject to the Federal Arbitration Act, 28 U.S.C.A. Section 1, et seq., or
comparable legislation in non-U.S. jurisdictions, and judgment upon the award
rendered by the arbitrator may be entered by any court having jurisdiction.

     Section 7.07. Jurisdiction. Subject to Section 7.06, the Parties hereto
agree that any suit, action or proceeding seeking to enforce any provision of,
or based on any matter arising out of or in connection with, this Agreement or
the transactions contemplated hereby shall be brought in any federal court
sitting in Michigan or any Michigan State court sitting in the Wayne County or
Oakland County, Michigan, so long as one of such courts shall have subject
matter jurisdiction over such suit, action or proceeding, and that any cause of
action arising out of this Agreement shall be deemed to have arisen from a
transaction of business in the State of Michigan. Each of the Parties hereby
irrevocably consents to the jurisdiction of such courts (and of the appropriate
appellate courts therefrom) in any such suit, action or proceeding and
irrevocably waives, to the fullest extent permitted by law, any objection that
it may now or hereafter have to the laying of the venue of any such suit, action
or proceeding in any such court or that any such suit, action or proceeding
brought in any such court has been


                                       11

brought in an inconvenient forum. Process in any such suit, action or proceeding
may be served on any Party anywhere in the world, whether within or without the
jurisdiction of any such court.

     Section 7.08. Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY.

     Section 7.09. Counterparts; Effectiveness; Third Party Beneficiaries. This
Agreement may be signed in any number of counterparts, each of which shall be an
original, with the same effect as if the signatures thereto and hereto were upon
the same instrument. This Agreement shall become effective when each Party
hereto shall have received a counterpart hereof signed by all of the other
Parties hereto. Until and unless each Party has received a counterpart hereof
signed by the other Party hereto, this Agreement shall have no effect and no
Party shall have any right or obligation hereunder (whether by virtue of any
other oral or written agreement or other communication). No provision of this
Agreement is intended to confer any rights, benefits, remedies, obligations or
liabilities hereunder upon any Person other than the Parties hereto and their
respective successors and permitted assigns under Section 7.04.

     Section 7.10. Entire Agreement. This Agreement and the other documents
executed in connection with this transaction constitute the entire agreement
between the Parties with respect to the subject matter of this Agreement and
supersedes all prior agreements and understandings, both oral and written,
between the Parties with respect to the subject matter of this Agreement and the
other transaction documents.

     Section 7.11. Severability. If any term, provision, covenant or restriction
of this Agreement is held by a court of competent jurisdiction or other
authority to be invalid, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions of this Agreement shall remain in full
force and effect and shall in no way be affected, impaired or invalidated so
long as the economic or legal substance of the transactions contemplated hereby
is not affected in any manner materially adverse to any Party. Upon such a
determination, the Parties shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the Parties as closely as
possible in an acceptable manner in order that the transactions contemplated
hereby be consummated as originally contemplated to the fullest extent possible.

     Section 7.12. Specific Performance. The Parties hereto agree that
irreparable damage would occur if any provision of this Agreement were not


                                       12

performed in accordance with the terms hereof and that the Parties shall be
entitled to an injunction or injunctions to prevent breaches of this Agreement
or to enforce specifically the performance of the terms and provisions hereof in
the courts specified in Section 7.07.

                      [signatures appear on following page]


                                       13

     IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.

VISTEON CORPORATION                      AUTOMOTIVE COMPONENTS HOLDINGS, LLC


By: /s/ James F. Palmer                  By: /s/ James F. Palmer
    ----------------------------------       -----------------------------------
Title: Executive Vice President and      Title: President
       Chief Financial Officer


                                       14

                                                                    Exhibit 10.3

                    VISTEON SALARIED EMPLOYEE LEASE AGREEMENT

     AGREEMENT (this "AGREEMENT") dated as of October 1, 2005 between Visteon
Corporation, a Delaware corporation ("VISTEON"), and Automotive Components
Holdings, LLC f/k/a VFH Holdings, LLC, a Delaware limited liability company,
("ACH"). Visteon and ACH are referred to herein individually as a "PARTY" and
collectively as the "PARTIES".

                                   WITNESSETH:

     WHEREAS, Visteon and Ford Motor Company ("FORD") have agreed to restructure
their business and commercial relationships, resulting, among other matters, in
a Ford-controlled entity acquiring, through the purchase of Automotive
Components Holdings, Inc. f/k/a/ VFH Holdings, Inc., certain assets and
liabilities related to Visteon's North America business, (the "BUSINESS")
pursuant to a Visteon "B" Purchase Agreement dated as of September 12, 2005;

     WHEREAS, ACH is a wholly owned subsidiary of Automotive Components
Holdings, Inc. f/k/a/ VFH Holdings, Inc and the Business shall be contributed by
Visteon to ACH in connection with the transactions; and

     WHEREAS, ACH desires to obtain the services of certain Visteon salaried
employees ("VISTEON SALARIED EMPLOYEES") to enable it to continue to conduct the
Business and Visteon is willing to provide the services of certain Visteon
Salaried Employees to ACH.

     NOW THEREFORE, in consideration of the above premises and the mutual
covenants herein contained, and for other good and valuable consideration given
by each Party hereto to the other, the sufficiency and receipt of which are
hereby acknowledged, the Parties hereto, intending to be legally bound, hereby
agree as follows:

                                    ARTICLE 1
                                      TERM

     Section 1.01. Term. The term of this Agreement shall commence on October 1,
2005, such date being referred to hereafter as the "Effective Date" and shall
terminate on the earlier of (i) the termination of employment of all of the
Leased Employees (as defined below); (ii) the agreement of the Parties to
terminate this Agreement or (iii) December 31, 2009 ("TERM"). The Term may be
extended at ACH's option for an additional twelve month period ending December
31, 2010 ("EXTENDED TERM").

                                    ARTICLE 2
                    ASSIGNMENT OF VISTEON SALARIED EMPLOYEES

     Section 2.01. Employee Census. (a) A preliminary employee census is
attached as Schedule 2.01 ("PRELIMINARY CENSUS"). The Preliminary Census sets
forth a list of the Visteon Salaried Employees to be leased to ACH as of the
Effective Date, together with their base

salary, any other targeted or mandatory cash compensation, and including without
limitation, applicable bonus levels, job classification, and Global
Identification Number. Within ten days of the date hereof, Visteon shall update
the Preliminary Census with any applicable changes and deliver the Preliminary
Census to ACH. ACH shall have an additional ten days to approve the revised
Preliminary Census. After the revised Preliminary Census is approved by ACH, it
shall be substituted for Schedule 2.01 and shall be known as the "EMPLOYEE
CENSUS". Employees who are identified on the Employee Census shall be known as
"LEASED EMPLOYEES". Visteon shall update the Employee Census at least monthly
for any employee transaction (i.e., quits, death, transfers, etc.) in accordance
with this Agreement and any employees added shall also be known as Leased
Employees.

     (b) The period during which Leased Employees are leased to ACH is referred
to as the "LEASE PERIOD". During the Lease Period, Visteon shall make available
to ACH the services of the Leased Employees as requested by ACH. For avoidance
of doubt, no Inactive Visteon Salaried Employee (as hereafter defined) shall be
leased to ACH as of the Effective Date. An Inactive Visteon Salaried Employee
shall be any Visteon Salaried Employee who is absent from work and who is
entitled to reinstatement on return to employment, including those on leave of
absence, workers' compensation leave or short or long term disability leave, but
excluding those who are on paid absence for jury duty, bereavement, short term
military service, vacation or holiday. If a Leased Employee becomes an Inactive
Visteon Salaried Employee and is removed from Visteon's active payroll at
anytime during the Lease Period, such Leased Employee shall be removed from the
Employee Census and ACH shall bear no further financial responsibility with
respect to such employee.

     Section 2.02. Replacement of Attrition. (a) If ACH requires a replacement
for a Leased Employee who is no longer providing services to ACH, and ACH
determines that Visteon should provide the replacement employee, ACH will inform
Visteon of its requirements together with direction that the vacancy should be
filled by a Visteon new hire, an existing Visteon employee or an agency
employee, in its sole discretion, subject to Section 2.02(d) below. If ACH
directs that the position be filled by a Visteon new hire, Visteon shall use
commercially reasonable efforts to fill the position using Visteon's standard
employment practice, policies and procedures. If Visteon has an existing Visteon
employee who Visteon believes is qualified for the position, ACH shall consider
such qualified employee. Visteon may utilize its normal job posting procedures
for M7 and below positions or its personnel development process for M6 or above
positions to identify internal candidates for the position, either among the
Leased Employees or among other Visteon employees. Either Visteon or ACH may
suspend or narrow the scope of the internal candidate identification process,
upon ten days prior written notice to the other Party. In any event, for a
period of up to six months from the date hereof, a Visteon employee who is not a
Leased Employee shall not be considered for an open position at ACH; provided,
however, that the Parties may mutually agree to waive, modify or restore (if
previously waived) the six month restriction. Candidates for the position shall
be reviewed with the manager who initiated the employment request to determine
if the candidate is qualified for the position and the employment decision shall
be made in accordance with Visteon's applicable employment policies. If Visteon
hires the candidate and assigns such candidate to ACH, or if an existing Visteon
employee is approved


                                       2

by ACH for lease, Visteon shall modify the Employee Census to add any such
employee to the Employee Census in which case the employee shall become a Leased
Employee.

     (b) If ACH determines that Visteon shall provide an agency employee to fill
a position, Visteon shall supply such agency employee to ACH at cost without
markup until the expiration of the Term. Visteon shall not supply any agency
employees to ACH for the Extended Term, provided however, that Visteon will
assign any contract for agency personnel to ACH, at ACH's request and shall use
commercially reasonable efforts to obtain the consent of the employment agency.

     (c) ACH may contract directly with employment agencies or technical service
firms to supply required personnel, in its sole discretion. If ACH contracts
directly with such agencies or firms, it will furnish Visteon a census similar
in content and frequency to the Employee Census furnished to ACH by Visteon
pursuant to Section 1.01, and ACH shall reimburse Visteon for any applicable
occupancy charge with respect to such contracted employees on the same basis as
is provided in Section 4.01(iv) hereof. This provision shall not be subject to
the Agency Threshold described below.

     (d) ACH shall instruct Visteon to replace a Leased Employee with a Leased
Employee and an agency employee with an agency employee; provided, however, that
ACH may, in its sole discretion, instruct Visteon to replace an agency employee
with a Leased Employee if the percentage of agency employees assigned to the
Business is not less than 5.7% of the number of Leased Employees assigned to the
Business as of the month end immediately prior to the date of such replacement
instruction (the "AGENCY THRESHOLD"). If the percentage of agency employees is
below the Agency Threshold, the Parties shall mutually agree on whether a
replacement shall be a Leased Employee or an agency employee.

     Section 2.03. Return to Visteon by Mutual Agreement. In the event that
there is a promotional or other career development opportunity at Visteon
available for a Leased Employee, and upon mutual agreement between the Parties,
a Leased Employee may be removed from this Agreement and returned to Visteon on
a mutually agreeable date. Visteon shall modify the Employee Census accordingly
and any reimbursements from ACH with respect to such employee shall cease as of
the date the employee is returned to Visteon. Such attrition shall be replaced
as provided in Section 2.02 above. Notwithstanding the above, for a period of up
to six months after the date hereof, no Leased Employee shall be returned to
Visteon under the provisions of this Section 2.03 unless mutually agreed by the
Parties.

     Section 2.04. Removal of Leased Employee from Lease Without Cause. If ACH
desires to discontinue the lease of any individual Leased Employee or group of
Leased Employees under circumstances that would make the Leased Employee
eligible for benefits under the Visteon Separation Program ("VSP") and not for
reasons related to "performance issues" or "cause" as described in Section 3.02,
ACH shall use commercially reasonable efforts to give Visteon at least ten
business days notice prior to the end of the calendar month. Upon receipt of
notice, Visteon shall attempt to place the Leased Employee in a comparable
position at Visteon. The Leased Employee will remain under lease until the
earlier of (i) the date such


                                       3

employee is placed at Visteon or (ii) thirty (30) days following the date of the
notice of termination to the employee, provided the termination shall occur no
later than the end of the month following the month during which the notice of
lease discontinuance occurs. ACH shall remain responsible for the lease fees for
such time period. At ACH discretion, it may retain the services of the Leased
Employee at ACH for such time period or may dismiss such Leased Employee. In any
event, the Leased Employee shall not return to Visteon unless to report to work
at a comparable Visteon position. In the event of a sale of a facility or other
extraordinary event, the Parties may mutually agree to terminate the lease of a
group of Leased Employees prior to the end of a month.

     Section 2.05. Buyer Employment. (a) Visteon will be responsible for
transitioning Leased Employees to any buyer of all or any part of the Business
under terms mutually agreed by Visteon, the buyer and ACH. Visteon shall
cooperate with ACH and buyer to support and facilitate such transfers and
promptly shall provide any information reasonably required by Ford or a buyer in
the conduct of buyer's due diligence in connection with such transaction
pursuant to the terms of the Master Services Agreement dated as of even date
herewith between the Parties and subject to any confidentiality provisions.
Visteon shall not impose any confidentiality obligations on a Leased Employee
who is transferred to a buyer that are greater than the obligations the Leased
Employee had as a Visteon Salaried Employee and any such confidentiality
obligations shall be no greater than those imposed on a Leased Employee to ACH.
Any Leased Employee who transfers to a buyer shall be removed from the Employee
Census effective on the date of transfer to buyer and all future lease fees with
respect thereto shall cease. At buyer's request, Visteon shall lease the Leased
Employees affected by the sale to the buyer for a period not to exceed six
months from the sale date, at the same cost as such employees had been leased to
ACH.

     (b) In the event of a sale or transfer of all or any part of the Business
to a buyer, and a transfer of Leased Employees to such buyer in accordance with
(a) above, Visteon shall make any appropriate arrangements concerning HR
services as is determined by ACH, Visteon and a buyer for up to twenty-four (24)
months as provided under the terms of the Master Services Agreement. Visteon
shall provide such HR services to a buyer at the following rates:



TERM                             PRICE
- ----                             -----
                              
9 months post-sale               Cost + 5%
10-15 months post-sale           Cost + 8%
16 months and beyond post-sale   Cost + 12%


     Section 2.06. Terminations. (a) If a Leased Employee's services are no
longer required pursuant to Section 2.04 above, and Visteon terminates such
employee because no comparable job is available at Visteon, Visteon shall
terminate the Leased Employee under the terms of the


                                       4

VSP as applicable to Leased Employees and as in effect as of the date hereof. A
Leased Employee who declines a comparable job at Visteon or a buyer shall not be
eligible for benefits under the VSP. Visteon and ACH shall mutually agree on the
definition of "comparable job". During the Lease Period, Visteon shall make no
change in the terms of the VSP that reduces the schedule of separation benefits,
duration of welfare benefit continuation or continuation of outplacement
assistance as applicable to Leased Employees as of the date hereof. Any waiver
and release obtained from a Leased Employee in connection with the VSP shall
include as released parties ACH, Ford and their affiliates, as well as present
and former officers, directors, employees and agents of each of them. Visteon
shall not terminate a Leased Employee under the terms of the VSP if such Leased
Employee is being terminated "for cause" or for failure to achieve acceptable
performance under the Visteon Performance Improvement Program ("PIP"), as
described in Section 3.02 (b). Visteon shall be reimbursed for costs under the
VSP only to the extent provided in the Reimbursement Agreement dated as of even
date herewith among Ford and Visteon and the Escrow Agreement dated as of even
date herewith between Ford, Visteon and Deutsche Bank Trust Company Americas. No
reimbursement for VSP costs shall be allowable under Article 4 hereof.

     (b) Visteon shall be responsible for complying with any applicable Worker
Adjustment and Retraining Notification ("WARN") Act and any other legal
requirements in connection with a termination of a Leased Employee, provided
that Visteon receives notice from ACH sufficiently in advance to permit such
compliance, including notification requirements. If Visteon does not receive
sufficient notice from ACH, ACH shall be responsible for all costs of compliance
with WARN or any similar law, including cost of any period of continued
employment or pay in lieu of notice.

     Section 2.07. Baseline. The sum of the number of Visteon Salaried Employees
who (i) are initially leased to ACH as of October 1, 2005 under this Agreement;
(ii) have been identified as TBD positions under the Employee Roster delivered
to ACH pursuant to Section 5.06 of the Contribution Agreement; and (iii) are
leased under the lease agreement dated as of even date herewith between Visteon
and Ford concerning the Rawsonville and Sterling Visteon Salaried Employees
("FORD LEASE AGREEMENT") (the lease transaction being subject to adoption of
competitive operating agreements at the plants), shall establish a baseline
("BASELINE"). In the event of attrition, Visteon shall replace employees on a
one for one basis up to the Baseline, in accordance with the terms of Section
2.02. The Baseline shall be adjusted as follows:

     A.   In the event of a corporate transaction involving (i) the sale of all
          or any part of the Business; (ii) a transfer of any part of the
          Business to Ford (i.e., Rawsonville/Sterling); or (iii) closure of all
          or any part of the Business, where Leased Employees are either
          transferred to Ford, a buyer or are terminated by Visteon, the
          Baseline shall be reduced by the number of the Leased Employees who
          are transferred or terminated in connection with such transaction.


                                       5

     B.   In the event a Leased Employee receives a VSP benefit and is not
          otherwise part of a corporate transaction described in (A) above, the
          baseline will be reduced by one.

The Baseline so reduced shall be known as the "ADJUSTED BASELINE". Visteon shall
not be obligated to fill ACH requisitions for replacement employees under this
Agreement through new Leased Employees in excess of the lesser of the Baseline
or Adjusted Baseline, as applicable.


                                       6

                                    ARTICLE 3
                                EMPLOYER MATTERS

     Section 3.01. Employer Definition. Visteon shall be the employer of the
Leased Employees and ACH shall not be considered the employer. Visteon will
instruct Leased Employees while at ACH facilities (i) to conform to ACH policies
and applicable law regarding safety and health, and personal and professional
conduct (including wearing an identification badge or personal protective
equipment and adhering to plant regulations and general safety practices or
procedures) generally applicable to such facilities, which policies, procedures,
rules and regulations ACH will provide as soon as practicable after the date
hereof, and as soon as practicable upon any modification, termination or
adoption of any such policy, procedure, rule or regulation; and (ii) to
otherwise conduct themselves in a lawful and businesslike manner. Leased
Employees also shall be subject at all times to Visteon's policies and
procedures. During the Lease Period, Visteon shall retain responsibility for all
payments and benefits due to the Leased Employees in connection with their work
relating to the Business, including but not limited to:

(i)  the payment of Leased Employees' base salary or other components of pay
     (less any applicable withholding or other taxes or any amounts deducted
     from such wages pursuant to normal payroll practices of Visteon);

(ii) the provision of employee benefits applicable to Leased Employees;

(iii) payment of all federal, state, or local taxes withheld or otherwise
     required to be paid with respect thereto, and

(iv) the liability for statutory benefits, including workers' compensation.

     Section 3.02. Employer Rights. (a) Visteon shall retain all employer
rights, except as specifically provided below, including the right to terminate
Leased Employees, after notice to ACH. Visteon shall have the right to change
the salary and job classification of the Leased Employees upon reasonable notice
to ACH. Although Visteon shall remain responsible for performance management and
personnel development, ACH and its management shall have the right to assign to,
and structure work for, Leased Employees. Leased Employees shall administer
Visteon's human resources management policies and practices, such as performance
reviews, compensation planning, discipline, and personnel development policies,
and other Visteon policies, procedures, rules and regulations applicable to the
Leased Employees, and ACH shall permit the Leased Employees to conduct such
activities. Visteon may request ACH to provide information or documents with
respect to the Leased Employees' job performance and other matters, and ACH
shall cooperate with Visteon in providing such information or documents.


                                       7

     (b) In the event that ACH has a concern regarding a Leased Employee during
the Lease Period, including but not limited to a concern regarding a Leased
Employee's performance or conduct, ACH shall provide written notice of its
concern to Visteon and such notice shall identify specifically the nature of
ACH's concern. Upon receipt of such notice, Visteon shall implement a PIP in
accordance with its policies. If the identified concern is not cured to the
satisfaction of ACH by the end of the PIP, ACH shall have the right to notify
Visteon in writing that the Leased Employee is to be returned to Visteon and
removed from the Employee Census effective at the end of the month immediately
following the end of the PIP. If a Leased Employee commits an offense which
would justify a "for cause" termination under Visteon's personnel policies, as
determined by Visteon, such employee shall be immediately escorted from the
worksite and removed from the Employee Census. ACH's obligation to reimburse
Visteon for any such employee removed from the Employee Census shall terminate
on the last day worked for ACH.

     Section 3.03. Management of Hourly Employees. Pursuant to a Ford Hourly
Employee Assignment Agreement dated as of even date herewith between Ford Motor
Company and ACH, ACH intends to lease certain Ford hourly employees represented
by the International Union, United Automobile, Aerospace and Agricultural
Implement Workers of America, UAW and its affiliated locals (collectively,
"UAW") who are covered under the terms and conditions of the Ford-UAW Collective
Bargaining Agreement dated as of September 15, 2003 between Ford and the UAW and
various local agreement by and between Ford and the UAW, and any successor
agreements ("FORD-UAW CBA") ("FORD HOURLY EMPLOYEES"). Pursuant to a Visteon
Hourly Employee Lease Agreement dated as of even date herewith between Visteon
and ACH, ACH intends to lease certain Visteon hourly employees represented by
the UAW who are covered under the terms and conditions of the (i) Master
Visteon-UAW Collective Bargaining Agreement dated June 29, 2000 and the
Supplemental Agreement dated as of May 4, 2004 and extensions or successor
agreements by and between Visteon and the UAW (collectively, "MASTER VISTEON
CBA") ("VISTEON HOURLY SUPPLEMENTAL AGREEMENT EMPLOYEES") or (ii) the UAW Local
#1216-Visteon Corporation Regional Assembly and Manufacturing LLC, Bellevue
Plant, Labor Agreement ("BELLEVUE CBA") ("BELLEVUE HOURLY EMPLOYEES").

     The Leased Employees who are engaged in hourly supervision have authority
to exercise day to day supervision over the Ford Hourly Employees, the Visteon
Hourly Supplemental Agreement Employees and the Bellevue Hourly Employees
(collectively, "HOURLY EMPLOYEES") in accordance with the terms of the Ford-UAW
CBA, Master Visteon CBA, and Bellevue CBA, respectively. In the event that any
employment concern arises in connection with administration of the applicable
CBA, the Leased Employee shall consult with ACH, and Visteon or Ford, as
applicable, and shall resolve the concern consistent with Visteon's or Ford's
application of the applicable CBA to their general hourly populations, if any.

     Section 3.04. Employer Representations. Visteon represents and warrants
that as of the date a Visteon Salaried Employee becomes a Leased Employee, (i)
the Leased Employee shall be paid by Visteon on a salaried basis; (ii) shall not
be subject to any collective bargaining


                                       8

agreement or have elected to be represented by a collective bargaining
representative unless otherwise disclosed in Section 3.07(a)(v) of the
Contribution Agreement dated as of September 12, 2005 between Visteon and ACH
Holdings, Inc. and (iii) shall be subject to Visteon's annual compensation
planning process as set forth in Visteon's policies and procedures.

     Section 3.05. ACH Confidentiality Agreement. A Leased Employee shall be
required to execute the ACH Leased Employee Confidentiality Agreement attached
hereto as Schedule 3.05 ("CONFIDENTIALITY AGREEMENT"). ACH shall not require a
Leased Employee to divulge Visteon's confidential information to ACH except to
the extent that any confidential information was otherwise acquired by ACH in
connection with the transactions. Visteon will use commercially reasonable
efforts to require Leased Employees to comply with the terms of the
Confidentiality Agreement. Visteon shall not use confidential information of
either ACH or Ford that is provided by a Leased Employee in breach of the
Confidentiality Agreement.

     Section 3.06. Payroll and Related Services. During the Lease Period,
Visteon shall provide payroll processing services for its Leased Employees
comparable to such services for its salaried employees other than Leased
Employees. Upon reasonable request or as needed, Visteon will provide assurances
that all proper payments and reporting requirements have been made.

     Section 3.07. Employee Benefit Plans. (a) During the Lease Period, Visteon
shall provide benefits to the Leased Employees under any Visteon employee
benefit plan, as such term is defined in Section 3(3) of the Employment
Retirement Income Security Act of 1974 ("ERISA") ("EMPLOYEE PLANS") and which
are intended to be qualified under Section 401(a) of the Internal Revenue Code
of 1986, as amended, ("QUALIFIED PLANS") that are the same as provided to other
Visteon salaried employees.

     (b) During the Lease Period, Visteon shall maintain the level of benefits
under Employee Plans and any other fringe benefit plans and arrangements of
Visteon for Leased Employees that are in effect as of the date hereof, unless
otherwise agreed by ACH. Visteon shall give ACH at least ninety days (90), where
practicable, but in no event less than thirty (30) days (one hundred eighty
(180) days in the case of benefits offered through the Flexible Benefits Plan of
Visteon Corporation) prior written notice of any proposed change in Visteon's
Employee Plans or other employee arrangements applicable to Leased Employees and
Visteon shall consult with ACH about such changes. Any change must be consistent
with any applicable collective bargaining agreement. ACH shall inform Visteon
whether or not it will consent to such changes within thirty (30) days of
receipt of notice of the proposed change from Visteon. In the event ACH consents
to any such change, then the change shall be applicable to the Leased Employees
as well as to other salaried employees of Visteon. Either prior to or after the
proposed change in Employee Plans or arrangements takes effect, ACH may request
that Visteon adopt and administer a special retention benefit in the sole
discretion of ACH which benefit may take the form of cash-based retention
incentives and/or non-cash benefits. Visteon shall advise ACH of any incremental
benefit administration costs that would be charged to ACH in connection with a
non-cash benefit. In the event ACH requests the form be non-cash benefits,
Visteon shall have the right to reject such request if it would be


                                       9

administratively burdensome or not permitted by law. The cost of such special
retention benefits shall be included in the direct wage and benefit costs
reimbursed by ACH under Section 4.01 below, and any incremental benefit
administration costs associated with a non-cash benefit shall be borne by ACH.
For avoidance of doubt, Visteon shall retain the right to modify, suspend or
terminate any Employee Plans and any other fringe benefit plans and arrangements
of Visteon applicable to other Visteon salaried employees who are not Leased
Employees.

     (c) Except as provided below, for performance periods commencing 2006 and
beyond, during the Lease Period Visteon shall make no change in the incentive
compensation plans applicable to Leased Employees that reduces the target
incentive opportunities of such plans as of the date hereof. Prior to the date
hereof, Visteon and Ford implemented a process by which Visteon would review
with, and seek to obtain approval of, (i) amended incentive compensation plan
terms for transfers of Leased Employees to buyers and (ii) the right of ACH to
request adjustments to any performance metrics within such plan to be relevant
to ACH's Business rather than Visteon's remaining business, by the Visteon
Organization and Compensation Committee ("COMPENSATION COMMITTEE"). If the
Compensation Committee subsequently fails to approve the proposal described
above, any arrangements under this Agreement concerning reimbursement for
Visteon long term incentive programs shall be suspended pending a final
resolution. Visteon shall implement any mutually agreed changes as soon as
practicable after the date hereof at a mutually agreed date, subject to
Compensation Committee approval, if applicable.

     (d) Leased Employees shall be ineligible to participate in any employee
benefit plan, fringe benefit program or other benefit arrangement sponsored by
ACH or Ford, except (i) as otherwise may be provided in the Amended and Restated
Employee Transition Agreement between Ford and Visteon dated as of April 1, 2000
and restated as of December 19, 2003, and as amended by Amendment Number One to
Amended and Restated Employee Transition Agreement dated effective as of
December 19, 2003, and as further amended by Amendment Number Two to Amended
and Restated Employee Transition Agreement dated as of even date herewith.
("EMPLOYEE TRANSITION AGREEMENT") or (ii) as ACH, Ford and Visteon may mutually
agree in writing.

     (e) Requests for leave, reasonable accommodation and other benefits
provided by Visteon policies or by federal, state or local law will be
coordinated by ACH and Visteon.

     (f) During the Lease Period, Visteon shall maintain, administer and manage
all employee benefit and fringe benefit plans and arrangements offered to the
Leased Employees, except as provided in the paragraph immediately above.


                                       10

                                    ARTICLE 4
                                  REIMBURSEMENT

     Section 4.01. Direct Wage and Benefit Costs. Visteon shall be reimbursed
for the direct wage and benefit costs for the Leased Employees. For purposes of
this Section 4.01, reimbursements for "direct wage and benefit costs" shall
include:

(i)  The base monthly salary, and any other type of cash compensation paid by
     Visteon to the Leased Employees for work performed during the Lease Period,
     such as overtime, moving allowance, vehicle allowances, and any other cash
     compensation not included in the Standard Monthly Group Fringe Cost (as
     defined below), subject to ACH prior written approval of the annual
     compensation allocations including the annual market increases, special
     market increases and movement in range;

(ii) A per-employee Standard Monthly Group Fringe Cost according to the rate
     schedules set forth on Schedule 4.01(ii) attached hereto. The rate schedule
     shall be reviewed monthly by ACH. Visteon may change the rate schedule
     periodically to reflect changes in costs and plan benefits but no more than
     four times per any calendar year commencing in 2006, subject to ACH prior
     written approval, which approval shall not be unreasonably withheld. The
     Standard Monthly Group Fringe Cost shall not include any fees that are to
     be reimbursed to Visteon under the Master Services Agreement for such
     expenses;

(iii) Prorata expense for annual and long-term incentives associated with the
     Leased Employees, assessed on a monthly basis, based on the allocation of
     responsibility set forth in Schedule 4.01(iii);

(iv) A per-employee Occupancy Charge at the rate of Seven Thousand Five Hundred
     Dollars ($7,500) per year, assessed on a monthly basis commencing April 1,
     2006, but only with respect to a Leased Employee who continues to occupy
     Visteon's owned or leased facilities and only to the extent ACH does not
     otherwise reimburse Visteon for such expense through any other means;

(v)  Expenses incurred by Visteon with respect to each Leased Employee which is
     not included in (i) through (iv) above that arise as a result of the Leased
     Employee's work for ACH, such as reserves for any workers' compensation
     claims arising out of a work accident while the Leased Employee was
     performing work for ACH during the Lease Period;

(vi) Reasonable and necessary travel and business related expenses incurred by
     Visteon in furtherance of ACH Business and paid or reimbursed to a Leased
     Employee by Visteon as authorized by Visteon's standard travel and business
     expense reimbursement policy. Reimbursement under this subsection shall not
     include any fees that are to be reimbursed to Visteon under the Master
     Services Agreement for such expenses; and


                                       11

(vii) Any taxes incurred or paid by Visteon with respect to the Leased Employees
     not otherwise covered under Sections (i) through (v) above, including
     employer payroll taxes, the Michigan single business tax, and any excise,
     sales, use, gross receipts, value added or other similar transaction taxes
     that may be levied by any domestic or foreign government related to the
     charges or services rendered pursuant to this Agreement; provided, however,
     that Visteon shall use commercially reasonable efforts to mitigate any
     applicable tax, including reasonable cooperation with ACH or Ford in
     connection with such mitigation.

     Section 4.02. Annual Rate Setting. Except as provided below, Visteon and
ACH shall meet sixty (60) days prior to the end of the calendar year, or at a
mutually agreed annual time period that is consistent with regular annual fringe
cost changes, for the purpose of determining (i) the Standard Monthly Group
Fringe Cost set forth in Section 4.01(ii) above; and (ii) the Occupancy Charge
set forth in Section 4.01(iv), each applicable for the following twelve month
period. If the Parties are unable to agree on the per-employee rate for the
Standard Monthly Group Fringe Cost set forth in Section 4.01(ii) above, the rate
as determined by Visteon shall be in effect and applied to the most current
Employee Census until the new rate is agreed and any adjustment shall be
retroactively effective as of the beginning of the twelve month period. If the
Parties are unable to agree on the per-employee Occupancy Charge set forth in
Section 4.01(iv) above, the immediately prior rate shall remain in effect and
applied to the most current monthly Employee Census until the new rate is agreed
and the new rate shall be retroactively effective as of the beginning of the
twelve month period. If either of the rates is not agreed prior to the beginning
of the applicable periods, the Parties shall continue to diligently resolve the
rate differences in a timely manner.

     Section 4.03. Reconciliation. Within a thirty (30) day period subsequent to
the end of the calendar year, Visteon shall provide ACH with a statement
indicating the Actual Group Monthly Fringe Cost for the year for the Leased
Employees and the amount that was billed to ACH pursuant to Section 4.01(ii).
For purposes hereof, "Actual Group Monthly Fringe Cost" for the year equals the
actual payments made to include year end accruals, plus or minus the changes in
reserves. ACH or its representatives shall have the right to verify the
statement and Visteon promptly shall make available to ACH or its
representatives all supporting documentation. After ACH approves the statement,
Visteon shall make any appropriate adjustment (credit or debit) in the next
billing cycle. Notwithstanding the above, any adjustments with respect to
pension or other post employment benefits shall be made in accordance with
Schedule 4.01(ii) Salaried Fringe Expense Definitions, "Pension and OPEB Budget
and Adjustment".

     Section 4.04. Payment Schedule/Payment. Payments due hereunder shall be
paid according to the following schedule:

(i)  Visteon shall provide ACH with an invoice for Section 4.01(i) salary and
     other cash compensation and Section 4.01(vii) statutory fees invoice two
     business days prior to the applicable pay date; and


                                       12

(ii) Section 4.01(ii) Standard Monthly Group Fringe Cost, Section 4.01(iii)
     Incentive Compensation Fees, Section 4.01(iv) Occupancy Charge; Section
     4.01 (v) Other Expenses and Section 4.01 (vi) Travel and Business expenses
     shall be invoiced five business days prior to the end of the month.

     Visteon shall render an invoice to ACH in such form and containing such
detail as ACH shall reasonably require, for the amounts described above. The
total due on the invoice shall be paid to Visteon on (i) the second business day
after receipt of the invoice with respect to Section 4.04(i) and (ii) the last
business day of the month with respect to Section 4.04 (ii) provided, however
that reimbursement with respect to post retirement health and life benefits for
Group I and II Employees (as defined in the Employee Transition Agreement) who
are Leased Employees shall not be reimbursed to Visteon but shall be credited by
Ford to the Salaried Employee OPEB Payment Notional Account under the Employee
Transition Agreement as more fully described under the Employee Transition
Agreement. Payments may be made by wire transfer or other means reasonably
acceptable to Visteon. ACH or its representatives shall have a right to audit
the invoices and related records of Visteon upon reasonable notice during normal
business hours, at a place mutually agreed by the Parties.

     Section 4.05. Workers' Compensation and Unemployment Insurance. Visteon
shall continue to provide Workers' Compensation and Unemployment Compensation
coverage for all of the Leased Employees at all times during the term of this
Agreement.

     Section 4.06. Extended Term Rate. In the event that ACH requests Visteon to
extend the term of this Agreement until December 31, 2010, ACH shall reimburse
Visteon on the same basis as set forth in Section 4.01 through Section 4.04;
provided, however, that with respect to the Extended Term, in addition to the
types of reimbursable expenses set forth in Section 4.01, Visteon shall be
reimbursed monthly for continued personnel and benefits administration services
with respect to the Leased Employees ("HR SERVICES") at five percent (5%) of the
reimbursable expenses set forth in Section 4.01, excluding subsection (vii), of
the Leased Employees who are leased at that time. Except as set forth above with
respect to cost, Visteon shall provide the HR Services to ACH under
substantially the same terms and conditions as such HR Services were provided
under the Master Services Agreement.

     Section 4.07. Pension Adjustment. ACH shall reimburse Visteon for the
effect on the projected benefit obligation, as defined in SFAS No. 87, of the
liabilities related to Group I and II Leased Employees under the Ford General
Retirement Plan and any Leased Employee under the Visteon Pension Plan for any
Leased Employee average merit salary increase which exceeds the average merit
increase applicable to Visteon salaried employees by one-half percent in any
given year, provided ACH shall receive credit toward the lease fees otherwise
owed hereunder if the Leased Employee average merit increase is less than the
average Visteon salaried employees merit increase by one-half percent in any
given year using the same methodology as provided under Exhibit Y to the
Employee Transition Agreement. Notwithstanding the above, Visteon shall not be
reimbursed, or ACH credited, in a manner that would result in either of the
Parties being given duplicative reimbursement or credit arising from the same
event.


                                       13

                                    ARTICLE 5
                                WORK ENVIRONMENT

     Section 5.01. Compliance With All Health and Safety Laws. The Parties shall
comply with all applicable, national, federal, state and local health and safety
laws, regulations, ordinances, directives, and rules for Leased Employees
working on their respective premises.

     Section 5.02. Compliance with Employment Laws. Each of the Parties shall
comply with all applicable national, federal, state and local employment laws,
including, but not limited to, wage and hour, overtime, discrimination laws,
and/or local ordinances with respect to its employees.

                                    ARTICLE 6
                        INTELLECTUAL PROPERTY ASSIGNMENT

     Section 6.01. Assignment. Leased Employees are employees of Visteon or a
Subsidiary thereof. As a result, all intellectual property rights in inventions,
discoveries or improvements made, conceived, developed or first reduced to
practice, and in original and derivative works of authorship created by each of
them, during the period of their employment with Visteon and that relate to any
matter, thing, process or method of manufacture connected in any way with
Visteon's or its Subsidiary's business, are the property of Visteon under the
terms of their employment agreements or by law. Under this Agreement, Visteon
agrees to assign or cause to be assigned to ACH all right, title and interest in
and to such inventions, discoveries, improvements, and original and derivative
works of authorship created, made, conceived, developed or first reduced to
practice by any of the Leased Employees, during the term each Leased Employee is
leased to ACH . Such assignment shall not preempt, supersede or otherwise
interfere with Visteon practicing rights received under license from ACH in
accordance with other agreements between the Parties. Visteon further agrees to
execute or cause to be executed all assignment and other transfer documents as
may be necessary to cause the above transfers of intellectual property rights to
be legally formalized. All such documents shall be prepared by ACH at ACH's
expense, and provided to Visteon with at least thirty (30) days notice.

     Section 6.02. Visteon's IP Warranty. Visteon warrants that it has the right
to make the assignment to ACH of intellectual property rights in the inventions
and works of authorship created by Leased Employees.

     Section 6.03. WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY.

     (a) EXCEPT TO THE EXTENT OF THE WARRANTY MADE ABOVE, VISTEON MAKES NO OTHER
REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED. BY WAY OF EXAMPLE BUT NOT OF
LIMITATION, VISTEON MAKES NO REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR ANY PARTICULAR PURPOSE. VISTEON SHALL IN NO EVENT BE LIABLE TO ACH,
ITS SUCCESSORS, OR A THIRD PARTY FOR ANY DAMAGES, WHETHER DIRECT OR


                                       14

INDIRECT, SPECIAL OR GENERAL, CONSEQUENTIAL OR INCIDENTAL, ARISING FROM ANY LOSS
CLAIMED AS A RESULT OF ACH'S USE OF THE INTELLECTUAL PROPERTY RIGHTS ASSIGNED
HEREUNDER.

     (b) VISTEON MAKES NO WARRANTY OR REPRESENTATION THAT THE INTELLECTUAL
PROPERTY RIGHTS ASSIGNED HEREUNDER CAN BE USED FOR ANY PARTICULAR FUNCTION OR
THAT ACH HAS THE ABILITY TO USE THEM. VISTEON ASSUMES NO RESPONSIBILITY FOR THE
SAFETY, QUALITY, DESIGN, SPECIFICATIONS, COMPLETENESS, ACCURACY OR OTHER
CHARACTERISTICS OF THE PERFORMANCE, OUTPUT OR END PRODUCT RESULTING FROM THE USE
OF THE INTELLECTUAL PROPERTY RIGHTS ASSIGNED HEREUNDER.

     (c) EXCEPT TO THE EXTENT OF THE WARRANTY PROVIDED ABOVE, NOTHING CONTAINED
HEREIN SHALL BE CONSTRUED AS CONFERRING BY IMPLICATION, ESTOPPEL OR OTHERWISE
THE INDEMNIFICATION OF ACH BY VISTEON AGAINST ANY CLAIM OF INFRINGEMENT OF OTHER
THIRD PARTY INTELLECTUAL PROPERTY RIGHTS, WHETHER OR NOT THE EXERCISE OF ANY
RIGHT GRANTED HEREIN NECESSARILY EMPLOYS OR REQUIRES THE PRACTICE OF ANY SUCH
EXISTING OR SUBSEQUENTLY CREATED THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.

                                    ARTICLE 7
                                    INDEMNITY

     Section 7.01. ACH Indemnity. ACH shall indemnify Visteon and its affiliates
("VISTEON INDEMNITEES") against and agrees to hold it harmless from any and all
damage, loss, claim, liability and expense (including without limitation,
reasonable attorneys' fees and expenses in connection with any action, suit or
proceeding brought against any Visteon Indemnitee) incurred or suffered by any
Visteon Indemnitee arising out of (i) the breach of any agreement made by ACH
hereunder; (ii) any employment, payroll, benefit, workers compensation or other
claims of any kind of any current or former Ford employee leased by Ford to ACH
pursuant to the Ford Hourly Assignment Agreement dated as of even date herewith
or the Ford Salaried Employee Assignment Agreement dated as of even date
herewith or any agency employee retained directly by ACH, arising during the
period of time the Ford employee is or was leased to ACH or the agency employee
was retained directly by ACH; or (iii) any claim by any current or former Ford
employee (or their dependents or beneficiaries), to the Pension Benefit Guaranty
Corporation ("PBGC"), the Department of Labor ("DOL"), Internal Revenue Service
("IRS"), the Securities and Exchange Commission ("SEC") or comparable federal or
national agencies in the United States, arising out of or in connection with the
operation, administration, funding or termination of any of the employee benefit
plans applicable to the Ford employee that arise during the period of time the
Ford employee is or was leased to ACH.

     Section 7.02. Visteon Indemnity. Visteon shall indemnify ACH, Ford and
their affiliates ("FORD INDEMNITEES") against and agrees to hold them harmless
from any and all


                                       15

damage, loss, claim, liability and expense (including without limitation,
reasonable attorneys' fees and expenses in connection with any action, suit or
proceeding brought against any Ford Indemnitee) incurred or suffered by any Ford
Indemnitee arising out of (i) breach of any agreement made by Visteon hereunder;
(ii) employment, payroll, benefit, workers compensation, or other claims of any
kind of any current or former Visteon Salaried Employee, including any current
or former Leased Employee, or any agency employee provided by Visteon to ACH
pursuant to this Agreement, regardless of when they arise; or (iii) any claim by
any current or former Visteon Salaried Employee including any current or former
Leased Employee (or their dependents or beneficiaries), to the PBGC, the DOL,
IRS, SEC or comparable federal or national agencies in the United States,
arising out of or in connection with the operation, administration, funding or
termination of any of the employee benefit plans applicable to the Visteon
Salaried Employees, including any current or former Leased Employee, that arise
prior to, during or after the Lease Period.

     Section 7.03. Indemnification Procedures. With respect to a Party's
indemnity obligations hereunder with respect to third-party claims, the
following procedures shall apply:

(i)  Promptly after receipt by any entity entitled to indemnification hereunder
     of notice of the commencement or threatened commencement of any civil,
     criminal, administrative, or investigative action or proceeding involving a
     claim in respect of which the indemnitee will seek indemnification pursuant
     to the terms and conditions herein, the indemnitee shall notify the
     indemnitor of such claim in writing. No failure to so notify an indemnitor
     shall relieve it of its obligations under this Agreement except to the
     extent that it can demonstrate damages attributable to such failure. Within
     fifteen (15) days following receipt of written notice from the indemnitee
     relating to any claim, but no later than ten (10) days before the date on
     which any response to a complaint or summons is due, the indemnitor shall
     notify the indemnitee in writing if the indemnitor acknowledges its
     responsibilities and obligations with respect to such indemnification and
     elects to assume control of the defense and settlement of that claim (a
     "NOTICE OF ELECTION").

(ii) If the indemnitor delivers a Notice of Election relating to any claim
     within the required notice period, the indemnitor shall be entitled to have
     sole control over the defense and all negotiations for the compromise or
     settlement of such claim; provided that (i) the indemnitee shall be
     entitled to participate in the defense of such claim and to employ counsel
     at its own expense to assist in the handling of such claim, and (ii) the
     indemnitor shall obtain the prior written approval of the indemnitee before
     entering into any settlement of such claim or ceasing to defend against
     such claim, unless the settlement provides for an unqualified release of
     all claims against the indemnitee. The indemnitor shall not be required to
     indemnify the indemnitee for any amount paid or payable by the indemnitee
     in the settlement of any claim for which the indemnitor has delivered a
     timely Notice of Election if such amount was agreed to without the written
     consent of the indemnitor.


                                       16

(iii) If the indemnitor does not deliver a Notice of Election relating to any
     claim within the required notice period, the indemnitee shall have the
     right to defend the claim in such manner as it may deem appropriate, at the
     cost and expense of the indemnitor. The indemnitor shall promptly reimburse
     the indemnitee for all such costs and expenses.

(iv) In a circumstance where the potential resolution of a legal or regulatory
     matter by an indemnitor on behalf of an indemnitee under this Article would
     involve equitable action on the part of the indemnitee, the indemnitor
     shall have no authority to enter into any such resolution without the
     written authority of the indemnitee. The indemnitor shall promptly notify
     the indemnitee of the proposed resolution and request the indemnitee's
     written authority to enter into the resolution, and provide such
     information as requested by the indemnitee to facilitate indemnitee's
     timely review. Indemnitee shall not withhold authority unreasonably, giving
     full consideration to adverse business or labor relations impact on
     indemnitee, provided, however, that indemnitor remains responsible for and
     shall promptly reimburse indemnitee for all costs relating to indemnitee's
     execution of the action.

     Section 7.04. Survival of Indemnity Procedure. The provisions of this
Article shall survive the termination of this Agreement indefinitely or until
the latest date permitted by applicable law.

                                    ARTICLE 8
                                  MISCELLANEOUS

     Section 8.01. Notices. All notices, requests and other communications to
any Party hereunder shall be in writing (including facsimile transmission and
electronic mail ("E-MAIL") transmission, so long as a receipt of such e-mail is
requested and received) and shall be given,

     if to ACH, to:

        Ford Motor Company
        Office of the Secretary
        One American Road
        11th Floor World Headquarters
        Dearborn, Michigan 48126
        Facsimile No.: (313) 248-8713
        E-mail: psherry@ford.com

     with a copy to:


                                       17

        Ford Motor Company
        Office of the General Counsel
        One American Road
        Room 626 World Headquarters
        Dearborn, Michigan 48126
        Facsimile No.: (313) 322-0248
        E-mail: bgoricha@ford.com

     if to Visteon, to:

        Visteon Corporation
        One Village Center Drive
        Van Buren Township, Michigan 48111
        Attention: John Donofrio, General Counsel
        Facsimile No.: (734) 710-7132
        E-mail: jdonofri@visteon.com

     with a copy to:

        Weil, Gotshal & Manges LLP
        767 Fifth Avenue
        New York, NY 10153
        Attention: Michael E. Lubowitz, Esq.
        Facsimile No.: (212) 310-8007
        E-mail: Michael.lubowitz@weil.com

or such other address, facsimile number or e-mail as such Party may hereafter
specify for the purpose by notice to the other Parties hereto. All such notices,
requests and other communications shall be deemed received on the date of
receipt by the recipient thereof if received prior to 5:00 p.m. in the place of
receipt and such day is a business day in the place of receipt. Otherwise, any
such notice, request or communication shall be deemed not to have been received
until the next succeeding business day in the place of receipt.

     Section 8.02. Amendments and Waivers. Any provision of this Agreement may
be amended or waived if, but only if, such amendment or waiver is in writing and
is signed, in the case of an amendment, by each Party to this Agreement, or in
the case of a waiver, by the Party against whom the waiver is to be effective.

No failure or delay by any Party in exercising any right, power or privilege
hereunder shall operate as a waiver thereof nor shall any single or partial
exercise thereof preclude any other or further exercise thereof or the exercise
of any other right, power or privilege.

     Section 8.03. Expenses. Except as otherwise provided herein, all costs and
expenses incurred in connection with this Agreement shall be paid by the Party
incurring such cost or expense.


                                       18

     Section 8.04. Successors and Assigns. The provisions of this Agreement
shall be binding upon and inure to the benefit of the Parties hereto and their
respective successors and permitted assigns; provided that no Party may assign,
delegate or otherwise transfer any of its rights or obligations under this
Agreement without the consent of each other Party hereto. Upon any such
permitted assignment, the references in this Agreement to ACH shall also apply
to any such assignee unless the context otherwise requires.

     Section 8.05. Governing Law. This Agreement shall be governed by and
construed in accordance with the law of the State of Michigan, without regard to
the conflicts of law rules of such state.

     Section 8.06. Dispute Resolution. If a dispute arises between the Parties
relating to this Agreement, the following shall be the sole and exclusive
procedure for enforcing the terms hereof and for seeking relief, including but
not limited to damages, injunctive relief and specific performance:

     (a) The Parties promptly shall hold a meeting of senior executives with
decision-making authority to attempt in good faith to negotiate a mutually
satisfactory resolution of the dispute; provided that no Party shall be under
any obligation whatsoever to reach, accept or agree to any such resolution;
provided further, that no such meeting shall be deemed to vitiate or reduce the
obligations and liabilities of the Parties or be deemed a waiver by a Party
hereto of any remedies to which such Party would otherwise be entitled.

     (b) If the Parties are unable to negotiate a mutually satisfactory
resolution as provided above, then upon request by either Party, the matter
shall be submitted to binding arbitration before a sole arbitrator in accordance
with the CPR Rules, including discovery rules, for Non-Administered Arbitration.
Within five business days after the selection of the arbitrator, each Party
shall submit its requested relief to the other Party and to the arbitrator with
a view toward settling the matter prior to commencement of discovery. If no
settlement is reached, then discovery shall proceed. Upon the conclusion of
discovery, each Party shall again submit to the arbitrator its requested relief
(which may be modified from the initial submission) and the arbitrator shall
select only the entire requested relief submitted by one Party or the other, as
the arbitrator deems most appropriate. The arbitrator shall not select one
Party's requested relief as to certain claims or counterclaims and the other
Party's requested relief as to other claims or counterclaims. Rather, the
arbitrator must only select one or the other Party's entire requested relief on
all of the asserted claims and counterclaims, and the arbitrator will enter a
final ruling that adopts in whole such requested relief. The arbitrator will
limit his/her final ruling to selecting the entire requested relief he/she
considers the most appropriate from those submitted by the Parties.

     (c) Arbitration shall take place in the City of Dearborn, Michigan unless
the Parties agree otherwise or the arbitrator selected by the Parties orders
otherwise. Punitive or exemplary damages shall not be awarded. This Section 8.06
is subject to the Federal Arbitration Act, 28 U.S.C.A. Section 1, et seq., or
comparable legislation in non-U.S. jurisdictions and judgment upon the award
rendered by the arbitrator may be entered by any court having jurisdiction.


                                       19

     Section 8.07. Jurisdiction. Subject to Section 8.06, the Parties hereto
agree that any suit, action or proceeding seeking to enforce any provision of,
or based on any matter arising out of or in connection with, this Agreement or
the transactions contemplated hereby shall be brought in any federal court
sitting in Michigan or any Michigan State court sitting in the Wayne County or
Oakland County, Michigan, so long as one of such courts shall have subject
matter jurisdiction over such suit, action or proceeding, and that any cause of
action arising out of this Agreement shall be deemed to have arisen from a
transaction of business in the State of Michigan. Each of the Parties hereby
irrevocably consents to the jurisdiction of such courts (and of the appropriate
appellate courts therefrom) in any such suit, action or proceeding and
irrevocably waives, to the fullest extent permitted by law, any objection that
it may now or hereafter have to the laying of the venue of any such suit, action
or proceeding in any such court or that any such suit, action or proceeding
brought in any such court has been brought in an inconvenient forum. Process in
any such suit, action or proceeding may be served on any Party anywhere in the
world, whether within or without the jurisdiction of any such court.

     Section 8.08. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY.

     Section 8.09. Counterparts; Effectiveness; Third Party Beneficiaries. This
Agreement may be signed in any number of counterparts, each of which shall be an
original, with the same effect as if the signatures thereto and hereto were upon
the same instrument. This Agreement shall become effective when each Party
hereto shall have received a counterpart hereof signed by all of the other
Parties hereto. Until and unless each Party has received a counterpart hereof
signed by the other Party hereto, this Agreement shall have no effect and no
Party shall have any right or obligation hereunder (whether by virtue of any
other oral or written agreement or other communication). No provision of this
Agreement is intended to confer any rights, benefits, remedies, obligations or
liabilities hereunder upon any Person other than the Parties hereto and their
respective successors and permitted assigns under Section 8.04.

     Section 8.10. Entire Agreement. This Agreement, the Employee Transition
Agreement and the other documents executed in connection with this transaction
constitute the entire agreement between the Parties with respect to the subject
matter of this Agreement and supersede all prior agreements and understandings,
both oral and written, between the Parties with respect to the subject matter of
this Agreement, and the other transaction documents.

     Section 8.11. Severability. If any term, provision, covenant or restriction
of this Agreement is held by a court of competent jurisdiction or other
authority to be invalid, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions of this Agreement shall remain in full
force and effect and shall in no way be affected, impaired or invalidated so
long as the economic or legal substance of the transactions contemplated hereby
is not affected in any manner materially adverse to any Party. Upon such a
determination, the Parties shall negotiate in good faith to modify this
Agreement so as to effect the original intent


                                       20

of the Parties as closely as possible in an acceptable manner in order that the
transactions contemplated hereby be consummated as originally contemplated to
the fullest extent possible.

     Section 8.12. Specific Performance. The Parties hereto agree that
irreparable damage would occur if any provision of this Agreement were not
performed in accordance with the terms hereof and that the Parties shall be
entitled to an injunction or injunctions to prevent breaches of this Agreement
or to enforce specifically the performance of the terms and provisions hereof in
the courts specified in Section 8.07.

                      [signatures appear on following page]


                                       21

     IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.

VISTEON CORPORATION                     AUTOMOTIVE COMPONENTS HOLDINGS, LLC


By: /s/ James F. Palmer                 By: /s/ James F. Palmer
    ---------------------------------       ------------------------------------
Name: James F. Palmer                   Name: James F. Palmer
Title: Executive Vice President and     Title: President
       Chief Financial Officer


                                       22

*** TEXT OMITTED AND FILED SEPARATELY
    CONFIDENTIAL TREATMENT REQUESTED
    UNDER 17 C.F.R. 200.80(b)(4) AND 240.24b-2


                                                                    Exhibit 10.4

                          PURCHASE AND SUPPLY AGREEMENT

      REGARDING SALES OF COMPONENTS FROM VISTEON CORPORATION TO AUTOMOTIVE
                            COMPONENTS HOLDINGS, LLC

                                     BETWEEN

          AUTOMOTIVE COMPONENTS HOLDINGS, LLC (F/K/A VFH HOLDINGS, LLC)

                                       AND

                               VISTEON CORPORATION

                                 SELLER: VISTEON
                   BUYER: AUTOMOTIVE COMPONENTS HOLDINGS, LLC

                               September 30, 2005

    PURCHASE AND SUPPLY AGREEMENT REGARDING SALES OF COMPONENTS FROM VISTEON
               CORPORATION TO AUTOMOTIVE COMPONENTS HOLDINGS, LLC

This Purchase and Supply Agreement Regarding Sales of Components from Visteon
Corporation to Automotive Components Holdings, LLC ("AGREEMENT") dated as of
September 30, 2005 is entered into by and between Visteon Corporation, a
Delaware corporation ("VISTEON"), and Automotive Components Holdings, LLC (f/k/a
VFH Holdings, LLC) ("NEWCO"), a Delaware limited liability company. Each of
Newco and Visteon is herein referred to as a "PARTY" and collectively, the
"PARTIES."

                                    RECITALS

A. Newco owns and operates manufacturing and assembly facilities in North
America that were formerly owned and operated by Visteon or its wholly-owned
subsidiaries ("NEWCO FACILITIES"). Visteon or its wholly-owned subsidiaries
supply motor-vehicle-related parts, components and systems from their
manufacturing and assembly facilities in North America ("VISTEON FACILITIES") to
Newco Facilities.

B. Except as described in Recital C, the purpose of this Agreement is to
describe supply obligations, pricing, and related matters for certain
motor-vehicle-related parts, components and systems that are manufactured by a
Visteon Facility and supplied by such Visteon Facility to a Newco Facility. It
does not cover the sale of motor-vehicle-related parts, components and systems
by Newco to Visteon (which is addressed in the Purchase and Supply Agreement
Regarding Sales of Components from Automotive Components Holdings, LLC to
Visteon Corporation between Newco and Visteon dated as of the date of this
Agreement). References in this Agreement to motor-vehicle-related parts,
components or systems that are "manufactured by a Visteon Facility and supplied
by such Visteon Facility to a Newco Facility" mean that such parts, components
or systems are manufactured by such Visteon Facility and supplied by such
Visteon Facility directly, or through a warehouse or shipping facility, to a
Newco Facility. Except as provided for in Exhibit 4, parts, components, or
systems that are merely supplied by a Visteon Facility to a Newco Facility, but
which are not manufactured by such Visteon Facility, are not covered under this
Agreement.

C. This Agreement does not cover motor-vehicle-related parts, components or
systems: (i) supplied by a Visteon facility that is not a facility of Visteon
Corporation or any of its wholly-owned subsidiaries in North America to a Newco
Facility; or (ii) which are Service Parts (as defined in Exhibit 5); in each
case except to the extent expressly set forth in EXHIBIT 4 or 5, as applicable
(or in Section 15.13 below, which shall apply to Service Parts). EXHIBIT 6 to
this Agreement lists (i) Visteon's Affiliates, including its wholly-owned
subsidiaries in North America, its Affiliates in North America which are not
wholly-owned subsidiaries, and its Affiliates outside of North America, and (ii)
Visteon Related Companies.

NOW, THEREFORE, in consideration of the mutual promises contained in this
Agreement and intending to be legally bound, Visteon and Newco agree:

1. DEFINED TERMS

1.1 All terms with initial capitalization used herein shall have the following
definitions unless specifically stated otherwise. In this Agreement, except as
otherwise expressly provided or the context otherwise clearly requires, words in
the singular include the plural, and vice versa. The Recitals above are an
integral part of this Agreement.

"2003 PSA" means the Purchase and Supply Agreement Between Visteon Corporation
and Ford Motor Company dated December 19, 2003.

"AFFILIATE" means, with respect to any Person, any other Person directly or
indirectly Controlling, Controlled by or under common Control with such first
Person; provided, that neither Ford, nor any of its Affiliates, shall be deemed
to be an Affiliate (or subsidiary) of Newco for the purposes of this Agreement.
For the purpose of this

definition, the term "Control" (including, with correlative meanings, the terms
"Controlling," "Controlled by" and "under common Control with"), as used with
respect to any Person, means having the right to elect a majority of the board
of directors or other comparable body responsible for management and direction
of such Person, or otherwise having, directly or indirectly, the power to direct
or cause the direction of the management and policies of such Person, by
contract or by virtue of share ownership.

"BUSINESS DAY" means a day, other than Saturday, Sunday or other day on which
commercial banks in Detroit, Michigan are authorized or required by law to
close.

"COMPONENTS" means motor-vehicle-related parts, components or systems
manufactured by a Visteon Facility and supplied by such Visteon Facility (or, in
regard to Existing Business - Future Model, to be manufactured by a Visteon
Facility and supplied by such Visten Facility) to a Newco Facility.
Notwithstanding anything to the contrary in the foregoing sentence, parts,
components and systems that are supplied to Newco by Visteon Affiliates (other
than wholly-owned subsidiaries of Visteon in North America), parts, components
and systems supplied by Visteon Related Companies, and Service Parts, are not
considered "Components".

"CONFIDENTIAL INFORMATION" has the meaning specified in Section 11.1.

"CONTRIBUTION AGREEMENT" means the Contribution Agreement between Visteon and
Automotive Components Holdings, Inc. (f/k/a VFH Holdings, Inc.) dated September
12, 2005.

"DAMAGES" means any and all obligations, liabilities, damages, penalties,
deficiencies, losses, judgments, costs and expenses (including, but not limited
to, costs and expenses incurred in connection with performing obligations,
interest, bonding and appellate costs and reasonable attorneys', accountants',
engineers' and investigators' fees and disbursements), in each case, after the
application of any and all amounts recovered under insurance contracts or
similar arrangements and from third parties by the person claiming indemnity.

"DEFAULTING PARTY" has the meaning specified in Section 9.1.

"DESIGN CHANGE" means any change to the physical Component, its performance, or
its interface with other parts or systems that results in a change to the part
number.

"DIRECTED TIER 2 SOURCING" means the situation where Newco directs a supplier
(as the tier 1 supplier to Newco) to purchase a specific Component from a
specific supplier (the tier 2 supplier to Newco) for incorporation into a
Component to be supplied by such tier 1 supplier to Newco.

"EVENT OF DEFAULT" has the meaning specified in Section 9.1.

"EXISTING AGREEMENTS" means the Purchase Orders, and Long Term Supply Agreements
(if any), covering Existing Business, as described in Section 2.3 or 2.4.

"EXISTING BUSINESS" means the Components that are Existing Business in
Production or Existing Business - Future Model.

In the event that the vehicle or power-train program of Ford (or of another OEM
Customer of Newco or its customer), in regard to which Newco is purchasing (or
intends to purchase) Components which are Existing Business, is or will be
subject to a major refreshening or will be replaced by, or will become, a new
program, as determined by Ford as described below, or as determined by such
other OEM Customer in accordance with its then-current processes and policies,
respectively, such Components ("AFFECTED COMPONENTS") will no longer be
considered to be Existing Business for the purposes of this Agreement as of the
date that Newco begins purchasing the motor-vehicle-related parts, components,
or systems for the refreshened or new program which


                                       3

replace the Affected Components; provided, however, that:

          (i) the motor-vehicle-related parts, components, or systems for the
          refreshened or new program ("REPLACEMENT END-ITEM") which replace the
          parts, components, or systems supplied by Newco to Ford (or to the
          applicable other OEM Customer of Newco) into which such Affected
          Components purchased by Newco from Visteon are incorporated are (or
          were prior to the date of this Agreement) put up for award by Ford or
          such other OEM Customer of Newco; and,

          (ii) the motor-vehicle-related parts, components, or systems for the
          refreshened or new program which replace the Affected Components are
          (or were prior to the date of this Agreement) put up for award by
          Newco. For components put up for award prior to this agreement, the
          status of such components will be evaluated during reconciliation of
          Exhibit 2.

For the purposes of this definition: "put up for award" means the issuance of a
Request for Quote by Ford or Newco for the Replacement End-Item or such
motor-vehicle-related parts, components, or systems for the refreshened or new
program which replace the Affected Components, respectively; and, "Request for
Quote" means a request issued by Ford or Newco to one or more suppliers to
provide a quotation for the supply of the Replacement End-Item or such
motor-vehicle-related parts, components, or systems for the refreshened or new
program which replace the Affected Components, respectively. "Put up for award"
does not mean quoting design changes to a carryover component for a new program
or following the change control process.

Nothing in this Agreement or in any Purchase Order, Long Term Supply Agreement,
Sourcing Agreement, or Target Agreement prohibits Newco from sourcing such
motor-vehicle-related parts, components, or systems which replace the Affected
Components to a supplier of its choice, or from purchasing the same from such
supplier.

For the purposes of the prior paragraph, a "major refreshening" or "new program"
means, in regard to a Ford vehicle or power-train program, a change to a vehicle
or power-train program with a "S3" or higher designation, for a vehicle program,
or a "P3" or higher designation, for a power-train program, under the Ford
Product Development System (FPDS), or the equivalent designation in Ford's
Global Product Development System (GPDS) or any future product development
system of Ford replacing FPDS or GPDS (as applicable).

"EXISTING BUSINESS IN PRODUCTION" has the meaning specified in Section 2.1(a).

"EXISTING BUSINESS - FUTURE MODEL" has the meaning specified in Section 2.1(b).

"FORD" means Ford Motor Company, a Delaware corporation.

"FORD MASTER AGREEMENT WORKERS" means the Ford hourly employees who are
represented by the UAW under the Master Agreement and who have been assigned to
work at Ford or Newco plants.

"FORD VEHICLE" means a Ford, Lincoln, or Mercury-brand vehicle manufactured in
North America by Ford or one of its Affiliates.

"FORD-VEHICLE COMPONENTS" mean Components which are, or which are supplied for
incorporation into another part, component, or system, for ultimate use in a
Ford Vehicle.

"FORD - VISTEON DIRECTED COMPONENTS" means Components which were, prior to the
date of this Agreement, direct-sourced by Ford to a Visteon Facility (as the
Tier 2 supplier) for supply to a Newco Facility (as the Tier 1 supplier) (which
was, prior to the date of this Agreement, a Visteon Facility) for which Ford
negotiated the price directly with the Visteon Facility supplying the Component
(such Components include, without limitation, EATCs, instrument clusters, and
audio parts and components supplied by Visteon Facilities to Newco Facilities).


                                       4

For the purposes of this definition, "direct-sourced" means that Ford directed
the Tier 1 supplier (i.e., the applicable Visteon Facility) to purchase the
specific Component from the Tier 2 supplier (i.e., the supplying Visteon
Facility) for supply by, or for incorporation into another Component to be
supplied by, Visteon to Ford for use in a Ford Vehicle.

"FORD - VISTEON DIRECTED AUDIO COMPONENTS" means audio parts and components
which are Ford-Visteon Directed Components.

"GLOBAL TERMS" means, subject to Section 14, Visteon's Global Terms for
Production and Non-Production Goods and Services (VGT Rev. 04/03), which will be
used by Newco, instead of Visteon (i.e., with Newco as the "Buyer" and Visteon
as the "Seller").

"GOOD CAUSE" means:

          (i) A significant quality or delivery issue for a given Component; or

          (ii) An unilateral upward re-pricing on the applicable Component
          (including, without limitation, uncompetitive pricing by Visteon for
          Design Changes to the Component), excluding mutually agreed price
          increases; or

          (iii) A material default by Visteon under the terms of a Purchase
          Order or Long Term Supply Agreement with respect to a given Component.

"LONG TERM SUPPLY AGREEMENT" means a multiple-year contract with a supplier
committing Newco to procure and the supplier to supply goods or services for a
specified time period on specified terms.

"MASTER AGREEMENT" means the collective bargaining agreement and all supplements
thereto between Ford and the UAW dated September 15, 2003, as well as any
successor agreement (and supplements thereto) to such collective bargaining
agreement entered into prior to the expiration of this Agreement.

"MASTER AGREEMENT PLANT" means a facility where some or all of the hourly
employees working there are represented by the UAW under the Master Agreement.

"NON-DEFAULTING PARTY" has the meaning specified in Section 9.1.

"NON-FORD COMPONENTS" mean Components which are, or which are supplied for
incorporation into another part, component or system, for ultimate use in a
vehicle other than a Ford Vehicle.

"NORTH AMERICA" means Canada, Mexico and the United States.

"NORTH AMERICAN SOURCING COUNCIL" means a Ford process to ensure that Ford
honors commitments to Ford Master Agreement Workers at Ford or Newco facilities
in the United States with respect to sourcing actions; to provide a framework
for avoiding labor disturbances and lost production; and to ensure that Ford
senior management concurs with sourcing decisions.

For the purposes of this Agreement, in determining whether the North American
Sourcing Council process was or is required to be followed, or its approval was
or is required, in regard to a particular action:

          (i) taken prior to the date of this Agreement, the North American
          Sourcing Council process and requirements in effect at the time the
          applicable action was taken (including, without limitation, any
          applicable requirements under the 2003 PSA) apply; and,

          (ii) for actions taken on or after the date of this Agreement, the
          North American Sourcing Council process will be required to be
          followed, and its approval obtained, if one or more Ford Master


                                       5

          Agreement Workers' jobs would be impacted by such action.

"OEM CUSTOMER" means a Person in the business of manufacturing motor vehicles.

"PARTY" or "PARTIES" has the meaning specified in the opening paragraph of this
Agreement.

"PERSON" means an individual, a partnership, a corporation, a limited liability
company, an association, a joint stock company, a trust, a joint venture, an
unincorporated organization or a governmental entity or any department, agency
or political subdivision thereof.

"PURCHASE ORDER" means, in regard to particular Components, the Purchase Order
or Long Term Supply Agreement between Visteon and Newco covering such Components
(as described in Section 2.3 or 2.4, in regard to Existing Business).

"SERVICE PARTS" is as defined in Exhibit 5.

"SUBCOMPONENTS" means Components incorporated into, or that are a part of,
another Component.

"VISTEON RELATED COMPANY" is as defined in Exhibit 4.

1.2 Subject to Section 15.3, except in regard to the identification of the
Parties to this Agreement above or where the context clearly requires otherwise,
a reference in this Agreement to "Newco" includes Newco and its applicable
Affiliates, and to "Visteon" includes Visteon and its wholly-owned subsidiaries
in North America.

2. PURCHASE AND SUPPLY COMMITMENTS

2.1 General. Subject to the terms and conditions of this Agreement, but
notwithstanding any term or condition of any Existing Agreement, Purchase Order,
Long Term Supply Agreement, Sourcing Agreement, or Target Agreement, Visteon
shall supply to Newco, and Newco shall purchase from Visteon, each of the
following Components during the term of this Agreement:

     (a) "EXISTING BUSINESS IN PRODUCTION," which means all Components which, as
     of May 1, 2005, were manufactured by a Visteon Facility and supplied by
     such Visteon Facility to a Newco Facility. Such Components are set forth in
     EXHIBIT 1 to this Agreement.

     (b) "EXISTING BUSINESS - FUTURE MODEL," which means Components which, as of
     May 1, 2005, were planned by Visteon to be manufactured by a Visteon
     Facility and supplied by such Visteon Facility to a Newco Facility (i)
     pursuant to a reasonably developed and documented plan, and (ii) for supply
     to, or for inclusion in another part, component, or system to be supplied
     to, Ford or another customer of Visteon that was sourced to Visteon
     pursuant to a signed Sourcing Agreement with Pricing, Target Agreement, or
     purchase order (in the case of Ford) or a written sourcing commitment with
     pricing established or purchase order (in the case of another customer of
     Visteon), in each case issued prior to May 1, 2005, but which were not
     being manufactured and supplied as of May 1, 2005. Such Components are set
     forth in EXHIBIT 2 to this Agreement.

     Subject to Sections 2.1(c) and (d) below, Components which do not meet the
requirements set forth in Section 2.1(a) or (b) are not Existing Business,
except as Newco and Visteon specifically agree otherwise in writing. References
in this Section 2.1 to a "Newco Facility" refer, for the avoidance of doubt, to
facilities which were manufacturing or assembly facilities of Visteon or its
Affiliates in North America as of May 1, 2005, but were transferred to Newco.
Visteon warrants and represents to Newco that, to the best of its knowledge as
of the date of this Agreement, Exhibits 1 and 2 are accurate and complete.


                                       6

     (c) Without limiting any rights or remedies of either Party, and subject
     to, and without limiting, Section 2.1(d) below:

          (i) In the event that Components which should have been included in
          Exhibit 1 (as determined in accordance with Section 2.1(a)) are
          excluded from such Exhibit, and such Components are discovered to have
          been excluded:

               (A) on or before 6 months after the date of this Agreement, such
               Components will be added to Exhibit 1, unless the Parties
               otherwise agree in writing; or,

               (B) after 6 months after the date of this Agreement, the Parties
               will discuss in good faith as to whether such Components will be
               added to Exhibit 1, and such Components will be added if the
               Parties agree in writing.

          (ii) In the event that Components which should have been included in
          Exhibit 2 (as determined in accordance with Section 2.1(b)) are
          excluded from such Exhibit, and such Components are discovered to have
          been excluded:

               (A) on or before three months after the date of this Agreement,
               and such Components are to go into production prior to or on such
               date, such Components will be added to Exhibit 2; or,

               (B) after three months after the date of this Agreement (or prior
               to such date, but which are not covered under Section
               2.1(c)(ii)(A) above), the Parties will discuss in good faith as
               to whether such Components will be added to Exhibit 2, and such
               Components will be added if the Parties agree in writing.

     (d) Without limiting any rights or remedies of Newco, if a part, component,
     or system is listed on Exhibit 2 ("LISTED COMPONENT"), which Listed
     Component replaces a part, component, or system manufactured, as of May 1,
     2005, at a Newco Facility, and North American Sourcing Council approval was
     not obtained to have such Listed Component manufactured at a facility other
     than a Master Agreement Plant, such Listed Component will, upon Newco's
     written request to Visteon, be removed from Exhibit 2 and may be added to
     Exhibit 2 to the Purchase and Supply Agreement Regarding Sales of
     Components from Automotive Components Holdings, LLC to Visteon Corporation
     between Newco and Visteon dated as of the date of this Agreement.

2.2 Expiration of Term or Cessation of Existing Business Designation. Upon the
termination or expiration of this Agreement, or when any Components that are
Existing Business cease to be designated as Existing Business as provided for
under this Agreement, Newco's rights to cease purchasing such Components from
Visteon, and Visteon's rights to cease supply of such Components to Newco, shall
be as specified under the applicable Purchase Order or Long Term Supply
Agreement, including the Global Terms, for such Components (without regard to
any amendment or supplement to the same provided for under this Agreement, but
subject to Sections 13 and 14 below).

2.3 Contract Covering Sale and Purchase of Components Which Are Existing
Business In Production.

     (a) Purchase Order or Long Term Supply Agreement Issued. When a Purchase
     Order or Long Term Supply Agreement (as applicable) is issued after the
     date of this Agreement by Newco to Visteon for Components which are
     Existing Business In Production, the terms and conditions of the same
     (including the Global Terms) will apply in regard to the sale and purchase
     of such Components, except to the extent that such Purchase Order, Long
     Term Supply Agreement, or Global Terms are modified or supplemented under,
     or conflict with, this Agreement in regard to such Components. Visteon
     agrees to accept any such Purchase Order or Long Term Supply Agreement (as
     applicable) issued by Newco to Visteon for such Components, provided that
     the terms and conditions of the same are consistent with


                                       7

     this Agreement in regard to such Components. Newco agrees to issue such
     Purchase Orders and Long Term Supply Agreements as soon as reasonably
     practicable after the date of this Agreement. Any such Purchase Order or
     Long Term Supply Agreement issued will be an Existing Agreement for the
     purposes of this Agreement.

     (b) Prior to Issuance of Purchase Order or Long Term Supply Agreement.
     Until such time as a Purchase Order or Long Term Supply Agreement (as
     applicable) is issued after the date of this Agreement by Newco to Visteon
     for Components which are Existing Business In Production, a Purchase Order,
     on Visteon's standard form (as of May 1, 2005) attached hereto as Exhibit 3
     (including the Global Terms) (as if issued by Newco, not Visteon) will be
     deemed to apply in regard to the sale by Visteon and purchase by Newco of
     such Components, except to the extent that such Purchase Order, Long Term
     Supply Agreement, or Global Terms are modified or supplemented under, or
     conflict with, this Agreement in regard to such Components. Any such
     Purchase Order deemed to apply will be an Existing Agreement for the
     purposes of this Agreement.

2.4 Contract Covering Sale and Purchase of Existing Business - Future Model.
Components which are Existing Business - Future Model supplied by Visteon to
Newco will be supplied under the Purchase Order or Long Term Supply Agreement
(as applicable) (including the Global Terms) issued after the date of this
Agreement by Newco to Visteon for the same, except to the extent that such
Purchase Order, Long Term Supply Agreement, or Global Terms are modified or
supplemented under, or conflict with, this Agreement in regard to such
Components. Visteon agrees to accept any such Purchase Order or Long Term Supply
Agreement (as applicable) issued by Newco to Visteon for such Components,
provided that the terms and conditions of the same are consistent with this
Agreement in regard to such Components. Newco agrees to issue such Purchase
Orders and Long Term Supply Agreements as soon as reasonably practicable after
the date of this Agreement. Any such Purchase Order or Long Term Supply
Agreement issued will be an Existing Agreement for the purposes of this
Agreement.

2.5 Volumes. No specific volume commitments by Newco for Existing Business will
exist. However, without limiting the foregoing sentence, Newco will continue to
purchase at least the same percentage of its requirements (at a Component-level)
for Existing Business from Visteon as Newco Facilities were purchasing or
receiving (at normal, non-exceptional, operational levels) from Visteon
Facilities on and prior to May 1, 2005 (when such Newco Facilities were Visteon
Facilities), and Visteon will supply such percentage, in each case except to the
extent that Newco Facilities are sold, transferred, exited, or closed (in regard
to the applicable Components purchased by the same), Newco's purchase
obligations relating to such Components are terminated, expire, or are assigned
in accordance with this Agreement, or as otherwise agreed upon by the Parties in
writing. For example, if Newco Facilities were purchasing or receiving 70% of
their requirements for a specific Component from Visteon Facilities on and prior
to May 1, 2005 at normal operational levels, Newco will continue to purchase at
least 70% of its requirements for such specific Component from Visteon during
the term of this Agreement (subject to the specific exceptions referred to in
the prior sentence). The foregoing will not, however, permit Visteon to cease
supplying at such percentage to the assignee of any Existing Agreement upon
assignment of such Existing Agreement by Newco to such assignee.

2.6 No Obligation to Issue Long Term Supply Agreement; Conflict with this
Agreement. Newco shall have no obligation under this Agreement to issue a Long
Term Supply Agreement (as opposed to a Purchase Order) to Visteon for any
Existing Business or other Components. In the event of a conflict between the
terms of any Purchase Order, Long Term Supply Agreement, or Global Terms and
this Agreement in regard to specific Components, the terms of this Agreement
shall control in regard to such Components.

2.7 Use of Standard-Form Visteon Purchasing Documents. It is anticipated that
Newco will need to utilize standard-form Visteon purchasing documents (e.g.,
Purchase Orders, Long Term Supply Agreements, Sourcing Agreements, Target
Agreements, etc.) as its own purchasing documents for some period of time after
the date of this Agreement in regard to Newco's procurement of Components from
Visteon. As such, for the purposes of


                                       8

applying any such documents, the following terms used in such documents shall
have the following meanings: "Buyer" will mean Newco; "Seller" will mean
Visteon; and, "Supplies" will mean the applicable Components. In addition, in
any such Visteon documents a reference to Visteon's Global Terms For Production
Parts and Non-Production Goods and Services (VGT REV 4/03) will be deemed to
refer to the Global Terms.

2.8 Affect on Other Agreements. Any agreements between a Newco Facility (which,
at the time, would have been a Visteon Facility) and a Visteon Facility in
effect as of the date of this Agreement relating to the supply of Components
from such Visteon Facility to such Newco Facility covered under this Agreement
are superseded (except for use in establishing pricing as described in Section
3.1(a) or (b)) by the applicable terms and conditions of this Agreement, and by
any Purchase Order or Long Term Supply Agreement issued pursuant to this
Agreement, relating to such Components.

3. PRICING

3.1 Pricing.

     (a) Existing Business in Production. Subject to Sections 3.1(c) - (e), for
     Existing Business in Production, the prices of such Components will be the
     documented and substantiated prices in effect for the same, as of May 1,
     2005, between the Visteon Facility manufacturing and supplying such
     Components and the Newco Facility to which such Components were supplied as
     of May 1, 2005 (which Newco Facility was, at the time, a Visteon Facility),
     as set forth in Exhibit 1, adjusted for productivity price reductions taken
     after May 1, 2005 but prior to the date of this Agreement, as set forth in
     Exhibit 1. In regard to any Components listed in Exhibit 1 for which no
     prices are specified, Visteon and Newco will negotiate in good faith and
     agree upon such prices.

     (b) Existing Business - Future Model. Subject to Sections 3.1(c) - (e), for
     Existing Business - Future Model, the prices of such Components will be the
     documented and substantiated prices (as determined in accordance with the
     reasonably developed and documented plan described in Section 2.1(b)), in
     effect as of May 1, 2005, (if available) for the same between the Visteon
     Facility planned to manufacture and supply such Components and the Newco
     Facility to which such Components were planned to be supplied as of May 1,
     2005 (which Newco Facility was, at the time, a Visteon Facility), as set
     forth in Exhibit 2. In regard to any Components listed in Exhibit 2 for
     which no prices are specified, Visteon and Newco will negotiate in good
     faith and agree upon such prices.

     (c) Design or Other Changes. The prices of Components described in Sections
     3.1(a) and (b) will be adjusted for any Design Change or productivity price
     reduction agreed upon by Visteon and Ford in writing prior to the date of
     this Agreement, or agreed upon by Visteon and Newco in writing after the
     date of this Agreement (including, without limitation, the productivity
     reductions specified in Section 3.2 below), or for any price change
     resulting from Directed Tier 2 Sourcing (as described in Section 8.2). No
     other changes to the prices of such Components will occur unless agreed
     upon by the Parties in writing.

     (d) Prices for Ford - Visteon Directed Components. Notwithstanding Section
     3.1(a) or (b), the price to Newco for a Ford - Visteon Directed Component
     will be the price for the same agreed upon by Visteon and Ford, and such
     price will be adjusted for any Design Change or productivity price
     reduction agreed upon by Visteon and Ford in writing (including, without
     limitation, the productivity reductions specified in Section 3.2 below).

     (e) Prices for Non-Ford Components. In the event that Newco's customer for
     parts, components, or systems supplied by Newco incorporating Non-Ford
     Components supplied by Visteon requests a price reduction for such parts,
     components, or systems supplied by Newco, or for such Non-Ford Components
     supplied by Visteon, Visteon will, to the extent requested by Newco,
     negotiate in good faith with Newco regarding the price reduction.


                                       9

3.2 Productivity Price Reductions. (a) Visteon shall reduce the prices for all
Ford-Vehicle Components (including, without limitation, any Ford - Visteon
Directed Components, but excluding Ford - Visteon Directed Audio Components
after December 31, 2006) supplied to Newco and included in the calculation of
Newco Carryover Frozen Turnover (as described below) beginning on the date of
this Agreement through December 8, 2008 by the following percentages (such
reductions will be made effective as of January 1 of the applicable calendar
year as described in Subsection 3.3 below):



    Calendar Year      2005   2006   2007   2008
- --------------------   ----   ----   ----   ----
                                
Percentage Reduction    ***    ***    ***    ***


For a given calendar year, the aggregate productivity price reduction for all
Components included in the calculation of Newco Carryover Frozen Turnover will
be calculated by applying the applicable Percentage Reduction for such calendar
year against the "Newco Carryover Frozen Turnover." The "Newco Carryover Frozen
Turnover" shall be equal to the Total Frozen Turnover, less the Target Agreement
Turnover, less the Newco Buy Turnover, less any Components excluded from the
calculation of the Newco Carryover Frozen Turnover as described in Section
3.2(b) below, less Ford - Visteon Directed Audio Components after December 31,
2006. The following definitions shall apply to this calculation:

"Total Frozen Turnover" shall be equal to the total projected sales of
Components by Visteon to Newco using Newco's budgeted volume, mix and rates
assumptions for the applicable calendar year.

"Target Agreement Turnover" means that portion of the Total Frozen Turnover for
Components that will be launched during the applicable calendar year where Newco
and Visteon have entered into signed Target Agreements (or the sourcing document
of Newco that is the equivalent of a Ford Target Agreement).

"Newco Buy Turnover" means that portion of the Total Frozen Turnover for which
Newco has negotiated the price on behalf of Visteon pursuant to Section 8.2.

The productivity price reductions for 2005 described above will not be
duplicative of or in addition to any productivity price reduction to the price
of a Component implemented by Visteon prior to the date of this Agreement as a
result of the productivity reductions required of Visteon for 2005 under the
2003 PSA. The productivity price reductions for Components above are not
duplicative of or in addition to those that apply to the same Components under
the Purchase and Supply Agreement Regarding Sales of Components by Visteon to
Ford between Visteon and Ford dated as of October 1, 2005.

     (b) Where Newco and Visteon agree (or have agreed) in writing on different
     productivity price reductions than those specified above, such separate
     agreements shall supersede the provisions of Subsection 3.2(a) if such
     different price reductions replace (and are not incremental to) the price
     reductions required under Subsection 3.2(a). In these cases, the Components
     to which such different price reductions apply will be excluded from the
     calculation of Newco Carryover Frozen Turnover. If such different price
     reductions are incremental to (and do not replace) the price reductions
     required under Subsection 3.2(a), the Components to which such incremental
     price reductions apply will be included in the calculation of Newco
     Carryover Frozen Turnover and the incremental price reductions will apply
     in addition to those required under Subsection 3.2(a).


                                       10

3.3 All productivity price reductions will be retroactive to January 1 of the
applicable year. If the productivity price reductions are not processed prior to
the end of any calendar quarter during the applicable year, Visteon shall pay to
Newco a lump sum equal to seventy five percent (75%) of a reasonable estimate of
the effect of the productivity price reductions based on Visteon's shipments of
Components to Newco during such calendar quarter. Such amount shall be paid on
or before the last day of such calendar quarter. The Parties acknowledge that
once the actual productivity price reductions are determined, they will be
entered into a system that will result in productivity price reductions
retroactive to January 1 of the applicable year; therefore, if Visteon has made
a lump sum payment for any calendar quarter and Newco later receives a
retroactive price adjustment, Newco will reimburse Visteon any amounts that are
charged twice to Visteon. For the avoidance of doubt, Visteon's lump-sum payment
of 75% of such estimated amount will not affect Newco's right to receive 100% of
the productivity price reduction due for the applicable calendar year.

3.4 Notwithstanding Section 3.2 or 3.3, in regard to Non-Ford Components
supplied by a Visteon Facility to Newco, in the event Visteon entered into an
agreement with its customer (other than Ford), prior to or on the date of this
Agreement, pursuant to which Newco is obligated to provide such customer with
productivity price reductions on parts, components, or systems supplied by Newco
to such customer which are, or which incorporate, Components supplied by Visteon
to Newco, Visteon shall provide the equivalent productivity price reductions to
Newco on such Components supplied by Visteon.

3.5 In the event that a customer of Newco requests productivity price reductions
on parts, components or systems supplied by Newco to such customer which are, or
which incorporate, Components supplied by Visteon to Newco, Newco and Visteon
shall discuss in good faith potential mechanisms for achieving equivalent
productivity prices reductions to Newco on such Components supplied by Visteon.

4. DESIGN CHANGES & PAYMENT TERMS

4.1 Except for any Design Change negotiated by Ford directly with Visteon, and
notwithstanding any term or condition of any Purchase Order, Long Term Supply
Agreement, or the Global Terms, the Parties will negotiate equitable increases
or decreases in the prices of Components supplied by Visteon to Newco for
Newco-requested Design Changes in good faith.

4.2 For any Components manufactured by a Visteon Facility and supplied by such
Visteon Facility to a Newco Facility, and for any tooling received at Visteon
Facilities (or a Visteon Facility's supplier's facilities) in the United States,
Visteon will be paid in accordance with the following terms during the term of
this Agreement: ***. In the event that systems issues prevent the Parties from
implementing such payment terms immediately after the date of this Agreement,
the Parties will work together in good faith to promptly address the problem
and, in the interim, promptly implement a mechanism which results, in effect, in
payment terms as close as possible to such payment terms.

As used in this Section 4.2, the term "tooling" refers only to tooling owned by
Newco or its customer and funded by Newco in an up-front payment (rather than in
the piece price) that is used for the production of Components manufactured by a
Visteon Facility and supplied by such Visteon Facility to a Newco Facility and
which is located in Visteon Facilities (or a Visteon Facility's supplier's
facilities) in the United States.

5. RIGHT TO TERMINATE OR NOT RENEW

5.1 (a) Notwithstanding any term or condition of this Agreement or of any
Purchase Order, Long Term Supply Agreement, Sourcing Agreement, or Target
Agreement, or any other termination rights Newco may have, but


                                       11

subject to Section 6(b), Newco may, upon advance written notice to Visteon,
terminate or not renew, in whole or in part, its purchase of a Component which
is Existing Business, the applicable Existing Agreement or this Agreement as it
relates to such Component:

     (1) for a Change of Control in accordance with Section 9.3(b) and (c)
     below;

     (2) in accordance with Section 22 (Excusable Delay) of the Global Terms in
     regard to such Component;

     (3) as a result of the: (i) cancellation by Ford or another OEM Customer of
     Newco of the program for which such Component is supplied; or, (ii) the
     failure of Newco to require such Component any longer because the end-item
     part, component or system into which such Component supplied by Visteon is
     incorporated by Newco is changed, by the applicable program team of Ford
     (in regard to a Ford-Vehicle Component) or by another customer of Newco (in
     regard to a Non-Ford Component), such that neither such Component supplied
     by Visteon, nor a similar part, component or system, is required in such
     end-item part, component or system any longer, provided Newco has acted in
     good faith toward Visteon in regard to such change;

     (4) as a result of an assignment by Visteon in breach of Section 21 of the
     Global Terms in regard to such Component;

     (5) for Good Cause with respect to such Component;

     (6) for a default by Visteon in the performance of any obligation or in the
     observance of any restriction described in Section 9.1(a) below in regard
     to such Component that is not fully cured within 90 days after written
     notice thereof has been given by Visteon;

     (7) as a result of the termination of this Agreement under Section 9;

     (8) in regard to a Non-Ford Component supplied by Visteon, upon the
     termination or expiration (for any reason) of the purchase order or other
     agreement between Newco and its customer for such Non-Ford Component or for
     the part, component, or system supplied by Newco into which such Non-Ford
     Component is incorporated;

     (9) upon the sale, exit, closure, or transfer (for any reason) of the Newco
     Facility purchasing such Component from Visteon; or

     (10) for Ford - Visteon Directed Components, if Visteon fails to comply
     with the Competitive Gap Closure Plan relating to the same under the
     Purchase and Supply Agreement Regarding Sales of Components by Visteon to
     Ford between Visteon and Ford dated as of October 1, 2005; or

     (11) for Ford - Visteon Directed Audio Components, any time after December
     31, 2006; or

     (12) in regard to Existing Agreement(s) for Fuel Delivery Modules (FDMs)
     supplied by Visteon's Bedford facility to Newco, in the event that the FDM
     business is transferred to a Master Agreement Plant as described in Section
     10 of the Purchase and Supply Agreement Regarding Sales of Components by
     Visteon to Ford between Visteon and Ford dated as of October 1, 2005.

     Nothing in this Agreement shall in any way mitigate or affect any of
Newco's rights to terminate or not renew any Purchase Order, Long Term Supply
Agreement, or other agreement other than an Existing Agreement (i.e., a Purchase
Order, Long Term Supply Agreement, or other agreement relating to Components
other than Existing Business).

     (b) In regard to any termination or non-renewal described in Section 5.1,
     the terms of the applicable Existing Agreement will govern the right to
     notification, remediation and compensation, if any; provided, however, that
     a termination by Newco under Sections 5.1(a)(1), (2), (8), or (10) above
     shall be without liability to Newco, under Sections 5.1(a)(4) through (7)
     above will be treated as a termination for breach under Section 24(f) of
     the Global Terms, and under Sections 5.1(a)(3), (9), and (11) will be
     without liability to Newco, except in regard to any cancellation claim paid
     by Newco pursuant to Section 5.1(c) below. In no event will termination or
     non-renewal by Newco made in accordance with this Agreement (including,
     without limitation, under this Section 5.1 or Section 9) be considered a
     default or breach by Newco under any Existing Agreement or other agreement
     (including, without limitation, any Purchase Order or Long Term Supply
     Agreement) between Newco and Visteon.


                                       12

     (c) In the event of a termination by Newco under Section 5.1(a)(3) or (9)
     above, Visteon shall have a right to submit a cancellation claim to Newco
     in the same manner, and to the same extent, as provided for under Sec.
     29.02 of Ford Motor Company's Production Purchasing Global Terms and
     Conditions (PPGTC Jan. 1, 2004) (as if Newco were the "Buyer" and Visteon
     were the "Supplier" under such Global Terms and Conditions).

5.2 Notwithstanding any term or condition of this Agreement or of any Purchase
Order or Long Term Supply Agreement, or any other termination rights of Visteon,
Visteon may not terminate or not renew an Existing Agreement or its supply to
Newco of Components which are Existing Business without Newco's prior written
consent, except if Newco fails to pay Visteon any sums due and payable under
such Existing Agreement, which failure is a material default by Newco under the
applicable Purchase Order or Long Term Supply Agreement covering such Component,
and Newco has failed to materially cure such default within 60 days after
written notice of such default is provided by Visteon to Newco. Notwithstanding
the foregoing in this Section 5.2, if Visteon notifies Newco, in writing, that
it desires to terminate or not renew an Existing Agreement or Visteon's supply
to Newco of Components which are Existing Business, Newco shall discuss and
evaluate Visteon's request in good faith with Visteon.

6. NEWCO EXITING OF BUSINESSES AND ASSIGNMENT

     (a) It is specifically intended by the Parties that Newco be able to freely
     sell, exit, close, or transfer any or all of its facilities or business
     operations. In this regard, notwithstanding any term or condition of this
     Agreement or of any Purchase Order, Long Term Supply Agreement, Sourcing
     Agreement, or Target Agreement, Newco may (but is not obligated to) sell,
     exit, close, or transfer any Newco Facilities at any time.

     (b) In addition, Newco may (but is not obligated to) freely assign (without
     Visteon's consent), in whole or in part, any or all of the following: (i)
     any Existing Agreement, Purchase Order, Long Term Supply Agreement, Target
     Agreement, Sourcing Agreement, or other agreement between Newco and Visteon
     for Components (whether Existing Business or otherwise) (A) supplied (or to
     be supplied) to a Newco Facility to be closed, sold, or transferred, or (B)
     which are (or will be) purchased by Newco for inclusion in a part,
     component, or material sold by Newco to its customer which will be, or for
     which manufacturing or supply responsibility will be, transferred or
     assigned to another supplier or facility as part of a restructuring of the
     applicable Newco Facility; or, (ii) any rights or obligations of Newco
     under this Agreement relating to such Components. Without limiting the
     foregoing, for the avoidance of doubt, Newco may assign, in whole or in
     part, its rights and obligations under this Agreement relating to such a
     Component, but retain (or assign, in whole or in part, to another party)
     its rights and obligations under this Agreement relating to another such
     Component.

     (c) Each of the following shall apply in regard to any assignment by Newco
     under Section 7(b):

          (i) In the event that Newco assigns any right to any productivity
          price reductions for any Components provided for in Section 3.2 above,
          it must also assign the corresponding obligation of Newco to purchase
          such Components under this Agreement for the time period for which the
          assigned productivity price reductions apply. For example, if Newco
          assigns the productivity price reductions for a Component for 2006 and
          2007, it must also assign the corresponding obligation of Newco to
          purchase such Components under this Agreement for 2006 and 2007.

          (ii) If Newco assigns only an Existing Agreement, Purchase Order, Long
          Term Supply Agreement, Target Agreement, or Sourcing Agreement as
          described in Section 6(b)(i) above, and does not also assign any of
          its rights or obligations under this Agreement relating to the
          Component supplied by Visteon under such Existing Agreement, Purchase
          Order, Long Term Supply Agreement, Target Agreement, or Sourcing
          Agreement as described in Section 6(b)(ii) above, this PSA shall cease
          to apply to such Component (and to such Existing Agreement, Purchase
          Order, Long Term Supply Agreement, Target Agreement, or Sourcing
          Agreement) as of the date of such assignment, provided such assignment
          is for a duration equal to or in excess of one year, is otherwise to a
          bona-fide purchaser, acquirer, or transferee of


                                       13

          a Newco Facility or of the part, component, or material (or of
          manufacturing or supply responsibility for the part, component, or
          material) sold by Newco to its customer referred to in Section
          6(b)(i)(B) above, or relates to the exit or closure of a Newco
          Facility.

          (iii) If Newco assigns its rights under an Existing Agreement,
          Purchase Order, Long Term Supply Agreement, Target Agreement, or
          Sourcing Agreement as described in Section 6(b)(i) above, and also
          assigns any of its rights or obligations under this Agreement relating
          to the Component supplied by Visteon under such Existing Agreement,
          Purchase Order, Long Term Supply Agreement, Target Agreement, or
          Sourcing Agreement as described in Section 6(b)(ii) above, this PSA
          shall cease to apply to such Component (or such Existing Agreement,
          Purchase Order, Long Term Supply Agreement, Target Agreement, or
          Sourcing Agreement) as of the date of such assignment, except in
          regard to the specific rights and obligations (and only such specific
          rights and obligations) assigned, provided such assignment is for a
          duration equal to or in excess of one year, is otherwise to a
          bona-fide purchaser, acquirer, or transferee of a Newco Facility or of
          the part, component, or material (or of manufacturing or supply
          responsibility for the part, component, or material) sold by Newco to
          its customer referred to in Section 6(b)(i)(B) above, or relates to
          the exit or closure of a Newco Facility.

          For example, if Newco assigns its right to productivity price
          reductions for a Component for 2006 and 2007 under this Agreement (in
          addition to assigning the applicable Purchase Order or Long Term
          Supply Agreement), but it has an obligation under this Agreement to
          purchase such Component for 2008 as well, upon such assignment this
          PSA will cease to apply to such Component (as well as to the
          applicable Purchase Order or Long Term Supply Agreement), except in
          regard to the right to productivity price reductions assigned (and the
          corresponding purchase obligation assigned pursuant to Section
          6(c)(i)) only. As such, upon such assignment Newco will have no
          further purchase obligation for such Component for 2008.

     (d) In regard to any assignment under Section 6(b), upon Newco's request,
     Visteon will provide to Newco, in a form reasonably satisfactory to Newco,
     a release of Newco of, and covenant not to sue the same for, all claims
     Visteon has or may have against Newco relating to the agreement or rights
     or obligations assigned, to the extent that Newco has assigned
     responsibility for any such claims to the assignee of such agreement or
     rights or obligations assigned and such assignee has assumed such claims
     and obligations. In this regard, as a condition of supplying such release,
     Visteon shall have the right to request that Newco certify, in writing,
     that, to Newco's knowledge, the extent to which Newco has assigned
     responsibility for any such claims to the assignee, and the release and
     covenant not to sue granted by Visteon will not include any claims Visteon
     may have against Newco that were not assigned. Such release and covenant
     not to sue will not apply to any assignment by Newco to any Affiliate of
     Newco, or any subsidiary or affiliate of Ford, that does not have the
     financial capability to satisfy the claims and obligations assumed.

     (e) Visteon will cooperate diligently and in good faith with Newco, in
     regard to any sale, exit, closure, transfer, or assignment described in
     this Section 6.

     (f) If Newco assigns, in whole or in part, any Existing Agreement, Purchase
     Order, Long Term Supply Agreement, Target Agreement, Sourcing Agreement, or
     other agreement between Newco and Visteon for Components supplied (or to be
     supplied) to a Newco Facility to be closed, transferred, or sold as
     described in Section 6(b)(i) above, the terms and conditions of such whole
     or part of such Existing Agreement, Purchase Order, Long Term Supply
     Agreement, Target Agreement, Sourcing Agreement, or other agreement
     assigned shall be as specified in the same, without regard to any amendment
     or supplement to the same provided for under this Agreement (subject to
     Sec. 14). If Newco assigns any rights or obligations of Newco under this
     Agreement relating to such Components as described in Section 6(b)(ii)
     above, such rights and obligations shall be additional and supplemental to
     the Existing Agreement, Purchase Order, Long Term Supply Agreement, Target
     Agreement, Sourcing Agreement, or other agreement between Newco and Visteon
     for such Components assigned as described in the prior sentence.


                                       14

7. VISTEON EXITING OF BUSINESSES AND ASSIGNMENT

Notwithstanding any term or condition of this Agreement or of any Purchase
Order, Long Term Supply Agreement, Sourcing Agreement, or Target Agreement,
Visteon may not, without Newco's prior written consent, assign, in whole or in
part, any: (i) Existing Agreement, Purchase Order, Long Term Supply Agreement,
Target Agreement, Sourcing Agreement, or other agreement between Newco and
Visteon for Components supplied (or to be supplied) by Visteon to a Newco
Facility; or, (ii) rights or obligations of Visteon under this Agreement.
Notwithstanding the foregoing in this Section 7, if Visteon notifies Newco, in
writing, that it desires to make any such assignment, Newco shall discuss and
evaluate Visteon's request in good faith with Visteon.

8. PARTICIPATION IN FORD RAW MATERIALS PROGRAMS AND DIRECTED SOURCING

8.1 To the extent consistent with all applicable laws and regulations and
consistent with the terms of all Existing Agreements, Visteon will, to the
extent requested by Newco, participate in Ford's raw materials supply system or
directed buy programs for raw materials as amended from time to time, in the
same manner as other Ford Tier 1 Suppliers. In the event that such participation
by Visteon would or may conflict with existing contractual obligations of
Visteon, Newco and Visteon will discuss in good faith how to address the matter.

8.2 Visteon will participate in Directed Tier 2 Sourcing for Existing Business
if and as requested by Newco after the date of this Agreement. Any price
reductions or increases approved by Newco for parts, components, or materials of
Components subject to such new Directed Tier 2 Sourcing will be flowed through,
unaltered, to Newco and reflected in a corresponding adjustment to the price
payable by Newco for such Components. If any such new Directed Tier 2 Sourcing
affects Visteon's cost or timing (aside from the cost of the directed parts,
components, or materials), Sec. 2(b) of the Global Terms will apply and, if
Visteon's claim is adequately substantiated, Newco will make an equitable
adjustment to the price or delivery schedules, and the adjustment will be
negotiated in good faith with Visteon, provided Visteon's claim is provided to
Newco within the time period required under Section 2(b).

9. DEFAULT

9.1. A Party (a "NON-DEFAULTING PARTY") may give notice to the other Party (the
"DEFAULTING PARTY"), upon occurrence of any of the following events, any one of
which will be considered to be an "EVENT OF DEFAULT":

     (a) Default by a Party. Any default by the Defaulting Party in the
     performance of any obligation or in the observance of any restriction in
     this Agreement, which default may not be cured or is not effectively cured
     after a period of 30 days after written notice thereof has been given by
     the Non-Defaulting Party; provided that if such default cannot be cured
     within 30 days, then the Defaulting Party shall have a reasonable period to
     cure the default (not to exceed 90 days), during which period the
     Defaulting Party shall at all times diligently pursue a cure;

     (b) Termination of Existence Initiated by a Party. The Defaulting Party
     commences any Proceeding to wind up, dissolve, or otherwise terminate its
     legal existence;

     (c) Termination of Existence Initiated by Another Person. Any proceeding is
     commenced against the Defaulting Party that seeks or requires the winding
     up, dissolution, or other termination of its legal existence, unless the
     proceeding is defended or contested in good faith by the Defaulting Party
     within 30 days of the commencement of the proceeding in a manner that stays
     it and such defense or contest is pursued diligently thereafter;

     (d) Bankruptcy. Either (a) the Defaulting Party seeks relief by any
     proceedings of any nature under any applicable laws for the relief of
     debtors; or (b) the institution against the Defaulting Party of


                                       15

     a proceeding under any applicable bankruptcy or similar law of any
     jurisdiction in which the Defaulting Party carries on its business, unless
     the proceeding is defended or contested in good faith by the Defaulting
     Party within 15 days of the commencement of the proceeding in a manner that
     stays the proceedings and then only so long as such defense or contest is
     pursued diligently thereafter;

     (e) Appointment of a Receiver. The appointment of a receiver,
     receiver-manager, trustee, custodian or like officer for all or a
     substantial part of the business or assets of the Defaulting Party, unless
     the appointment is defended or contested in good faith by the Defaulting
     Party within 30 days of the commencement of the appointment in a manner
     that stays the appointment and then only so long as such defense or contest
     is pursued diligently thereafter; or

     (f) Assignment for Benefit of Creditors. The Defaulting Party makes an
     assignment of a substantial part of its assets for the benefit of its
     creditors.

9.2. Upon the occurrence of an Event of Default, the Non-Defaulting Party may
elect one or more of the following remedies:

     (a) Subject to Section 9.4 below, termination of this Agreement, in whole
     or in part, and any such termination shall not be deemed a waiver or
     release of, or otherwise prejudice or affect, any rights, remedies or
     claims, whether for Damages or otherwise, which the Non-Defaulting Party
     may then possess under this Agreement or which arise as a result of such
     termination; provided, however, that the Non-Defaulting Party may only
     elect to terminate this Agreement (in whole or in part) for an Event of
     Default under Section 9.1(a) above (Default by a Party) if the default by
     the Defaulting Party under Section 9.1(a) is a material default under this
     Agreement; and

     (b) Set off and recoupment against sums owed by the Non-Defaulting Party or
     one of its Affiliates to the Defaulting Party or one of its Affiliates any
     amounts for which the Non-Defaulting Party determines in good faith that
     the Defaulting Party or one of its Affiliates is liable to the
     Non-Defaulting Party or one of its Affiliates under this Agreement or any
     Purchase Order; and

     (c) Recovery of Damages arising from the Default.

9.3 (a) In addition to any termination rights Newco may have under this
Agreement or applicable law, Newco may terminate this Agreement in the following
events: (i) a Change of Control of Visteon occurs; (ii) all of the Existing
Agreements become subject to termination or cancellation for Good Cause; or
(iii) all of the Existing Agreements are terminated or not renewed in accordance
with this Agreement.

     (b) As used in this Section 9.3, the term "CHANGE OF CONTROL" means (i) a
     liquidation or dissolution of Visteon; (ii) the sale, lease, transfer,
     conveyance or other disposition, in one or a series of related
     transactions, of all or substantially all of the assets of Visteon and its
     subsidiaries, taken as a whole; (iii) a merger, consolidation, share
     exchange, business combination or similar extraordinary transaction as a
     result of which the persons possessing, immediately prior to the
     consummation of such transaction, beneficial ownership of the voting
     securities of Visteon entitled to vote generally in elections of directors
     of Visteon, cease to possess, immediately after consummation of such
     transaction, beneficial ownership of voting securities entitling them to
     exercise at least 50% of the total voting power of all outstanding
     securities entitled to vote generally in elections of directors of Visteon
     (or, if not Visteon, the surviving entity resulting from such transaction);
     or (iv) a transaction or series of transactions (including by way of
     merger, consolidation, sale of stock or otherwise) the result of which is
     that any Person or "group" (as defined in Section 13 of the Securities
     Exchange Act of 1934) becomes the "beneficial owner" (as such term is
     defined in Rule 13d-3 and Rule 13d-5 promulgated under the Securities
     Exchange Act of 1934), directly or indirectly, of more than 50% of the
     voting power of the outstanding voting stock of Visteon.


                                       16

     (c) Notwithstanding Section 5.1(a)(1) or 9.3(a) above, in the event of an
     occurrence described in Section 9.3(b)(ii), (iii), or (iv) above, Newco may
     not terminate an Existing Agreement relating to a Component during the term
     of this Agreement, or terminate this Agreement, as a result of a Change of
     Control of Visteon unless and until it has made a good faith effort to
     discuss (if Visteon requests, in writing, that Newco have such discussion)
     the potential continuation of the applicable Existing Agreement, in regard
     to Section 5.1(a)(1), or of this Agreement, with: (1) the transferee of
     all, or substantially all, of the assets of Visteon and its Subsidiaries
     described in Section 9.3(b)(ii); (2) the Person Controlling Visteon (if
     any) as a result of the merger, consolidation, share exchange, business
     combination or similar extraordinary transaction described in Section
     9.3(b)(iii) (for this purpose, "Control" will be as defined in the
     definition of the term "Affiliate" in Section 1.1 above); or, (3) the
     Person or "group" that will become the "beneficial owner" of more than 50%
     of the voting power of the outstanding voting stock of Visteon described in
     Section 9.3(b)(iii).

9.4 A Non-Defaulting Party intending to terminate this Agreement pursuant to
this Article 9 as a result of an Event of Default occurring under Subsections
9.1(a) or (b) shall first notify the Defaulting Party of the grounds for the
intended termination. If the Defaulting Party fails to remedy such grounds for
termination within sixty (60) days of such notice (or any longer period of time
as mutually agreed by the Parties), then the Non-Defaulting Party may terminate
this Agreement effective upon notice to the Defaulting Party without the need
for any judicial action.

9.5 The provisions of this Article 9 are without prejudice to any other rights
or remedies either Party may have by reason of the Event of Default of the other
Party; provided, however, that the Parties' rights to terminate this Agreement
shall in all cases be as described in this Article 9.

10. TERM

     The term of this Agreement shall commence on the date of this Agreement and
continue through December 31, 2008, unless terminated earlier in accordance with
the terms and conditions of this Agreement.

11. CONFIDENTIALITY

11.1 "Confidential Information" is defined as information that is disclosed in
connection with this Agreement and which is furnished in the following forms:

     (a) Any information whether or not it is provided in writing or orally,
     including drawings, documents, financial statements and projections,
     demonstrations, product and product cycle plans and any other information
     or machine readable data, of a Party furnished to another Party that is
     marked "Confidential" or contains a proprietary notice clause or, if
     disclosed orally, was identified as confidential at the time of oral
     disclosure;

     (b) Confidential Information includes also any item of hardware, including
     samples, devices and any other physical embodiments, if such hardware is
     delivered to the receiving Party.

     (c) In the event that Confidential Information shall be incorporated into
     or reflected in other documents, whether separately or jointly generated by
     the Parties, such other documents shall be deemed Confidential Information
     subject to the terms of this Agreement.

11.2 Notwithstanding Section 11.1, "Confidential Information" does not include
information provided pursuant to a Purchase Order, Target Agreement, Long Term
Supply Agreement or Sourcing Agreement issued by Newco for Components supplied
(or to be supplied) by Visteon to Newco, and the confidentiality of such
information shall be governed by the terms and conditions of the applicable
Purchase Order, Target Agreement, Long Term Supply Agreement or Sourcing
Agreement.


                                       17

11.3 The receiving Party shall, for a period beginning with the first date of
receipt of each respective disclosure and continuing for three years thereafter,
use the same standard of care it uses to protect its own information of similar
kind and importance, but not less than reasonable care, to maintain the
confidentiality of Confidential Information and to limit its disclosure to such
of its directors, employees, agents, advisors or Affiliates as have a need to
know such Confidential Information in order that the objectives of this
Agreement can be achieved. In addition, if Newco is the receiving party, Newco
shall limit disclosure of Confidential Information of Visteon to only those
directors, employees, agents, advisors or Affiliates of Ford who have a need to
know such Confidential Information and are receiving such Confidential
Information in connection with a legitimate business interest of Newco. The
receiving Party shall be responsible for the compliance by such directors,
employees, agents, advisors or Affiliates (including, with respect to Newco,
Ford) with the provisions of this Agreement. Notwithstanding the foregoing,
Newco shall be permitted to provide to potential or actual acquirers of all or
any part of Newco, its business, or any Newco Facilities, such Confidential
Information (as well as any confidential information of Visteon under any
Purchase Order, Long Term Supply Agreement, Sourcing Agreement, or Target
Agreement for any Components) as Newco deems necessary to conduct discussions
with such potential acquirers, or to sell, transfer, exit, or close all or any
part of Newco, its business, or any Newco Facilities, provided that such
potential acquirers, or such purchasers or transferees, enter into a
confidentiality agreement with Newco substantially comparable to the terms and
conditions of this Article 11.

11.4 The confidentiality obligations of this Agreement shall not apply to
confidential information received pursuant to this Agreement which:

     (a) is or becomes publicly known other than through a breach of this
     Agreement by the receiving Party; or

     (b) is already known to the receiving Party at the time of disclosure as
     evidenced by the receiving Party's written documentation; or

     (c) is lawfully received by the receiving Party from a third party without
     breach of this Agreement or breach of any other agreement between the
     disclosing Party and such third party; or

     (d) is independently developed by employees of the receiving Party who have
     not had access to or received any Confidential Information under this
     Agreement; or

     (e) is furnished to a third party by the disclosing Party without
     restriction on the third party's rights to disclose; or

     (f) is authorized in writing by the disclosing Party to be released from
     the confidentiality obligations herein.

Specific information shall not be deemed to be within such exceptions merely
because it is included within general information, which is within such
exceptions, nor shall a combination of features be deemed to be within such
exceptions merely because the individual features of the combination are
separately within such exceptions.

11.5 Confidential Information shall remain the exclusive property of the
disclosing Party. The receiving Party agrees that Confidential Information
disclosed hereunder is being received subject to the disclosing Party's
ownership rights in such Confidential Information and, further, subject to all
relevant intellectual and/or proprietary property rights of the disclosing
Party, including the relevant laws governing patents, trademarks, copyrights,
semiconductor chip protection, trade secrets and unfair competition.

11.6 Upon the termination of this Agreement, the receiving Party shall, at its
own expense, promptly return to the disclosing Party all originals and copies of
the writings and hardware in its possession which contain


                                       18

Confidential Information. If any writing or hardware has been destroyed, an
adequate response to a return request therefor by the disclosing Party will be
written notice, executed by the receiving Party, that such writing or hardware
has been destroyed.

11.7 If the receiving Party becomes legally compelled (by oral questions,
interrogatories, request for information or documents, subpoena, civil
investigative demand or similar process) to disclose any Confidential
Information, the receiving Party will provide the disclosing parties with prompt
written notice so that the disclosing Party may seek a protective order or other
appropriate remedy and/or waive compliance with the provisions of this
Agreement. In the event that such protective order or other remedy is not
obtained, or the disclosing Party waives compliance with the provisions of this
Agreement, the receiving Party will furnish only that Confidential Information
which is legally required and will exercise reasonable efforts to obtain
reliable assurance that confidential treatment will be accorded the Confidential
Information so disclosed.

12. QUALITY IMPROVEMENT INITIATIVES

     Without limiting or expanding any of the terms and conditions of the Global
Terms, to insure a robust quality improvement process, Visteon will participate
in Newco's and Ford's quality improvement programs and Newco can require Visteon
to achieve reasonable increased quality standards, consistent with the
requirements for other Ford Tier 1 Suppliers, as they may exist from time to
time. Without limiting the foregoing (including the Global Terms), all Visteon
facilities that produce Components for Newco shall achieve and retain Q1 status
and shall also maintain ISO9000 compliance during the terms of any applicable
Purchase Order.

13. CONFLICT WITH OTHER AGREEMENTS

     Nothing in this Agreement, any Existing Agreement, or in any Purchase
Order, Long Term Supply Agreement, Target Agreement, or Sourcing Agreement for
Components or the Global Terms affects, limits or supersedes in any way any
Master Transaction Agreement or any rights, obligations, or limitations of
liability of either of Newco or Visteon under any Master Transaction Agreement,
including, without limitation, any limitations of liability of Newco or Visteon
relating to any Components (or parts, components, or materials thereof)
contained in any Master Transaction Agreement, or any rights relating to
intellectual property, or responsibility for infringement of intellectual
property rights, contained in any Master Transaction Agreement. In the event of
any conflict between the provisions of this Agreement and any Master Transaction
Agreement, the Master Transaction Agreement shall prevail. This Section 13 will
survive the termination or expiration of this Agreement. Without limiting the
generality of the foregoing, the Parties agree that nothing in this Agreement,
or in any any Purchase Order, Long Term Supply Agreement, Target Agreement,
Sourcing Agreement, or the Global Terms, shall in any respect limit or restrict
Visteon's obligations with respect to the liabilities retained by Visteon under
Section 2.04(iii) of the Contribution Agreement, and Newco shall have no
liability to Visteon under this Agreement or under any Purchase Order, Long Term
Supply Agreement, Target Agreement, Sourcing Agreement, or the Global Terms with
respect to such liabilities retained.

For the purposes of this Section 13, "Master Transaction Agreements" means the
following, collectively: All of the agreements referenced in Section 8 of the
Master Agreement by and between Ford and Visteon dated as of September 12, 2005.

14. CHANGES TO GLOBAL TERMS

     The Parties acknowledge that the Global Terms allow Newco to amend the
Global Terms from time to time. In this regard, Newco may amend the Global Terms
that apply to Existing Agreements, but only as and to the extent that such
amendments are intended to apply to its suppliers generally. Given Newco's
situation, it is anticipated that Newco may need to do so, primarily in regard
to its operational practices (i.e., areas relating to delivery, shipment, taxes,
releases, title transfer, packing, marking, or shipping. The Parties will
discuss in good faith any such amendments.


                                       19

15. GENERAL PROVISIONS

15.1 No Agency. This Agreement does not constitute either Party the agent or
legal representative of the other Party. Neither Party is authorized to create
any obligation on behalf of the other Party.

15.2 Notices. All notices, requests and other communications to any Party
hereunder shall be in writing (including facsimile transmission and electronic
mail ("E-MAIL") transmission, so long as a receipt of such e-mail is requested
and received) and shall be given,

     if to Newco, to:

          Automotive Components Holdings, LLC
          c/o  Ford Motor Company
          Office of the Secretary
          One American Road
          11th Floor World Headquarters
          Dearborn, Michigan 48126

          Attention: Peter J. Sherry, Jr.
          Facsimile No.: (313) 248-8713
          E-mail: psherry@ford.com

     with a copy to:

          Automotive Components Holdings, LLC
          One American Road
          320 World Headquarters
          Dearborn, Michigan 48126

          Attention: Marcia J. Nunn, General Counsel
          Facsimile No.: (313) 337-3209
          E-mail: mnunn@ford.com

     if to Visteon, to:

          Visteon Corporation
          One Village Center Drive
          Van Buren Township, Michigan 48111

          Attention: John Donofrio, General Counsel
          Facsimile No.: (734) 710-7132
          E-mail: jdonofri@visteon.com

or such other address, facsimile number or e-mail address as such Party may
hereafter specify for the purpose by notice to the other Parties hereto. All
such notices, requests and other communications shall be deemed received on the
date of receipt by the recipient thereof if received prior to 5:00 p.m. in the
place of receipt and such day is a Business Day in the place of receipt.
Otherwise, any such notice, request or communication shall be deemed not to have
been received until the next succeeding Business Day in the place of receipt.

15.3 Subsidiaries and Affiliates. Subject to the scope of this Agreement
described in Recitals A and B, subsidiaries and other Affiliates of Newco and
Visteon are bound by the provisions herein to the extent that such subsidiaries
or Affiliates produce Components supplied to Newco or its Affiliates (in regard
to Visteon and its Affiliates) or purchase Components supplied by Visteon or its
Affiliates (in regard to Newco and its


                                       20

Affiliates). Each Party warrants and represents to the other Party that it has
the authority to bind its Affiliates to this Agreement as described in this
Section 15.3.

15.4 Amendments and Waivers.

     (a) Any provision of this Agreement may be amended or waived if, but only
     if, such amendment or waiver is in writing and is signed, in the case of an
     amendment, by each Party to this Agreement, or in the case of a waiver, by
     the Party against whom the waiver is to be effective.

     (b) No failure or delay by any Party in exercising any right, power or
     privilege hereunder shall operate as a waiver thereof nor shall any single
     or partial exercise thereof preclude any other or further exercise thereof
     or the exercise of any other right, power or privilege.

15.5 Entire Agreement. This Agreement contains all Exhbits hereto. Subject to
Section 13, this Agreement supersedes any prior agreements between the Parties
concerning the subject matter herein.

15.6 Successors and Assigns. The provisions of this Agreement shall be binding
upon and inure to the benefit of the Parties hereto and their respective
successors and permitted assigns; provided that neither Party may assign,
delegate or otherwise transfer any of its rights or obligations under this
Agreement without the consent of each other Party hereto, except as expressly
provided for otherwise in this Agreement.

15.7 Severability. If any term, provision, covenant or restriction of this
Agreement is held by a court of competent jurisdiction or other authority to be
invalid, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this Agreement shall remain in full force and
effect and shall in no way be affected, impaired or invalidated so long as the
economic or legal substance of the transactions contemplated hereby is not
affected in any manner materially adverse to any Party. Upon such a
determination, the Parties shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the parties as closely as
possible in an acceptable manner in order that the transactions contemplated
hereby be consummated as originally contemplated to the fullest extent possible.

15.8 Governing Law. This Agreement shall be governed by and construed in
accordance with the law of the State of Michigan, without regard to the
conflicts of law rules of such state. The Parties exclude the application of the
1980 United Nations Convention on Contracts for the International Sale of Goods,
if otherwise applicable.

15.9 Disputes. If a dispute arises between the Parties relating to this
Agreement, the following shall be the sole and exclusive procedure for enforcing
the terms hereof; provided, however, that a Party may seek injunctive relief
from a court where appropriate for the purpose of maintaining the status quo
while this procedure is being followed:

          (i) The Parties promptly shall hold a meeting of senior executives
          with decision-making authority to attempt in good faith to negotiate a
          mutually satisfactory resolution of the dispute; provided that no
          Party shall be under any obligation whatsoever to reach, accept or
          agree to any such resolution; provided further, that no such meeting
          shall be deemed to vitiate or reduce the obligations and liabilities
          of the parties or be deemed a waiver by a Party hereto of any remedies
          to which such Party would otherwise be entitled.

          (ii) If the parties are unable to negotiate a mutually satisfactory
          resolution as provided above, then upon request by either Party, the
          matter shall be submitted to binding arbitration before a sole
          arbitrator in accordance with the CPR Rules, including discovery
          rules, for Non-Administered Arbitration. Within five Business Days
          after the selection of the arbitrator, each Party shall submit its
          requested relief to the other Party and to the arbitrator with a view
          toward settling the


                                       21

          matter prior to commencement of discovery. If no settlement is
          reached, then discovery shall proceed. Upon the conclusion of
          discovery, each Party shall again submit to the arbitrator its
          requested relief (which may be modified from the initial submission)
          and the arbitrator shall select only the entire requested relief
          submitted by one Party or the other, as the arbitrator deems most
          appropriate. The arbitrator shall not select one Party's requested
          relief as to certain claims or counterclaims and the other Party's
          requested relief as to other claims or counterclaims. Rather, the
          arbitrator must only select one or the other Party's entire requested
          relief on all of the asserted claims and counterclaims, and the
          arbitrator shall enter a final ruling that adopts in whole such
          requested relief. The arbitrator shall limit his/her final ruling to
          selecting the entire requested relief he/she considers the most
          appropriate from the requests submitted by the Parties.

          (iii) Arbitration shall take place in the City of Dearborn, Michigan
          unless the parties agree otherwise or the arbitrator selected by the
          Parties orders otherwise. Punitive or exemplary damages shall not be
          awarded. This Section 15.9 is subject to the Federal Arbitration Act,
          28 U.S.C.A. Section 1, et seq., or comparable legislation in non-U.S.
          jurisdictions, and judgment upon the award rendered by the arbitrator
          may be entered by any court having jurisdiction.

15.10 Counterparts; Effectiveness; Third Party Beneficiaries. This Agreement may
be signed in counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
This Agreement shall become effective as of the date first set forth above when
each Party hereto shall have received a counterpart hereof signed by the other
Party hereto. Until and unless each Party has received a counterpart hereof
signed by the other Party hereto, this Agreement shall have no effect and no
party shall have any right or obligation hereunder (whether by virtue of any
other oral or written agreement or other communication). Except as specifically
provided for herein, no provision of this Agreement is intended to confer any
rights, benefits, remedies, obligations or liabilities hereunder upon any Person
other than the Parties hereto and their respective successors and permitted
assigns under Section 6 or Section 15.6.

15.11 Right to Audit.

     (a) If requested by Newco, Visteon will permit Newco (which, for purposes
     of this Section 15.11, includes its authorized representatives of Newco)
     to:

          (i) Examine all non-privileged pertinent documents, data and other
          information relating to Visteon's obligations under this Agreement,
          any payment made to Visteon or any claim by Visteon;

          (ii) View any facility or process relating to the Components or this
          Agreement, including those relating to production quality; and

          (iii) Audit any facility or process to determine compliance with the
          requirements of this Agreement.

Any examination under this Section 15.11 will be conducted during normal
business hours and upon advance written notice to Visteon.

     (b) If requested by Newco, Visteon will use its best efforts to permit
     Newco to obtain from the subcontractors of, and vendors to, Visteon the
     information and permission to conduct the reviews specified in Section
     15.11, regardless of any other right Newco may have to that information or
     facilities.

     (c) Visteon will keep all relevant documents, data and other written
     information for at least two years following the termination of this
     Agreement.


                                       22

15.12 Agreement or Consent of Newco. In regard to any agreement or consent of
Newco referenced or required under this Agreement, such agreement or consent
shall mean the agreement or consent of Newco given after the date of this
Agreement only (and not prior to the date of this Agreement).

15.13 Visteon Acknowledgement Regarding Ford Global Terms. Visteon acknowledges
that Newco will be subject to Ford's Production Purchasing Global Terms and
Conditions (PPGTCs Jan. 1, 2004) ("Ford GTCs") in regard to parts, components,
or systems supplied by Newco to Ford which are, or which include, Components
supplied by Visteon to Newco under this Agreement. As such, pursuant to, and
without limiting, Section 25 of the Global Terms (Customer Requirements),
Visteon agrees to comply with Ford's Vehicle Parts Branding Directive (as
described in Section 15.02 of the Ford GTCs), as well as with Section 33 of the
Ford GTCs (except as expressly provided for in Exhibit 5), in regard to such
Components supplied by Visteon.

                      [signatures appear on following page]


                                       23

IN WITNESS WHEREOF, Newco and Visteon have caused this Agreement to be executed
in multiple counterparts by their duly authorized representatives.

VISTEON CORPORATION                         AUTOMOTIVE COMPONENTS HOLDINGS, LLC


By: /s/ James F. Palmer                     By: /s/ James F. Palmer
    -------------------------------------       --------------------------------
Title: Executive Vice President and         Title:  President
       Chief Financial Officer
Date: September 30, 2005                    Date: September 30, 2005
      ----------------------                      ----------------------




                                       24

                                                                    Exhibit 10.5

*** TEXT OMITTED AND FILED SEPARATELY
    CONFIDENTIAL TREATMENT REQUESTED
    UNDER 17 C.F.R. 200.80(b)(4) AND 240.24b-2


                          PURCHASE AND SUPPLY AGREEMENT

    REGARDING SALES OF COMPONENTS FROM AUTOMOTIVE COMPONENTS HOLDINGS, LLC TO
                               VISTEON CORPORATION

                                     BETWEEN

          AUTOMOTIVE COMPONENTS HOLDINGS, LLC (F/K/A VFH HOLDINGS, LLC)

                                       AND

                               VISTEON CORPORATION

                   SELLER: AUTOMOTIVE COMPONENTS HOLDINGS, LLC
                                 BUYER: VISTEON

                               September 30, 2005

   PURCHASE AND SUPPLY AGREEMENT REGARDING SALES OF COMPONENTS FROM AUTOMOTIVE
                 COMPONENTS HOLDINGS, LLC TO VISTEON CORPORATION

This Purchase and Supply Agreement Regarding Sales of Components from Automotive
Components Holdings, LLC to Visteon Corporation ("AGREEMENT") dated as of
September 30, 2005 is entered into by and between Visteon Corporation, a
Delaware corporation ("VISTEON"), and Automotive Components Holdings, LLC (f/k/a
VFH Holdings, LLC) ("NEWCO"), a Delaware limited liability company. Each of
Newco and Visteon is herein referred to as a "PARTY" and collectively, the
"PARTIES."

                                    RECITALS

A. Newco owns and operates manufacturing and assembly facilities in North
America that were formerly owned and operated by Visteon or its wholly-owned
subsidiaries ("NEWCO FACILITIES"). Newco Facilities supply motor-vehicle-related
parts, components and systems to Visteon's or its wholly-owned subsidiaries'
manufacturing and assembly facilities in North America ("VISTEON FACILITIES").

B. Except as described in Recital C, the purpose of this Agreement is to
describe supply obligations, pricing, and related matters for certain
motor-vehicle-related parts, components and systems that are manufactured by a
Newco Facility and supplied by such Newco Facility to a Visteon Facility. It
does not cover the sale of motor-vehicle-related parts, components and systems
by Visteon to Newco (which is addressed in the Purchase and Supply Agreement
Regarding Sales of Components from Visteon Corporation to Automotive Components
Holdings, LLC between Newco and Visteon dated as of the date of this Agreement).
References in this Agreement to motor-vehicle-related parts, components or
systems that are "manufactured by a Newco Facility and supplied by such Newco
Facility to a Visteon Facility" mean that such parts, components or systems are
manufactured by such Newco Facility and supplied by such Newco Facility
directly, or through a warehouse or shipping facility, to a Visteon Facility.

C. This Agreement does not cover motor-vehicle-related parts, components or
systems: (i) supplied by Newco to a Visteon facility that is not a facility of
Visteon Corporation or any of its wholly-owned subsidiaries in North America; or
(ii) which are Service Parts (as defined in Exhibit 5); in each case except to
the extent expressly set forth in EXHIBIT 4 or 5, as applicable. EXHIBIT 6 to
this Agreement lists (i) Visteon's Affiliates, including its wholly-owned
subsidiaries in North America, its Affiliates in North America which are not
wholly-owned subsidiaries, and its Affiliates outside of North America, and (ii)
Visteon Related Companies.

NOW, THEREFORE, in consideration of the mutual promises contained in this
Agreement and intending to be legally bound, Visteon and Newco agree:

1.   DEFINED TERMS

1.1 All terms with initial capitalization used herein shall have the following
definitions unless specifically stated otherwise. In this Agreement, except as
otherwise expressly provided or the context otherwise clearly requires, words in
the singular include the plural, and vice versa. The Recitals above are an
integral part of this Agreement.

"2003 PSA" means the Purchase and Supply Agreement between Visteon Corporation
and Ford Motor Company dated December 19, 2003.

"AFFILIATE" means, with respect to any Person, any other Person directly or
indirectly Controlling, Controlled by or under common Control with such first
Person; provided, that neither Ford, nor any of its Affiliates, shall be deemed
to be an Affiliate (or subsidiary) of Newco for the purposes of this Agreement
or any Existing Agreement, Purchase Order, Long Term Supply Agreement, Target
Agreement, Sourcing Agreement, or other agreement between Newco and Visteon for
the supply of Components from Newco to Visteon. For the purpose

of this definition, the term "Control" (including, with correlative meanings,
the terms "Controlling," "Controlled by" and "under common Control with"), as
used with respect to any Person, means having the right to elect a majority of
the board of directors or other comparable body responsible for management and
direction of such Person, or otherwise having, directly or indirectly, the power
to direct or cause the direction of the management and policies of such Person,
by contract or by virtue of share ownership.

"BUSINESS DAY" means a day, other than Saturday, Sunday or other day on which
commercial banks in Detroit, Michigan are authorized or required by law to
close.

"COMPONENTS" means motor-vehicle-related parts, components or systems
manufactured by a Newco Facility and supplied by such Newco Facility (or, in
regard to Existing Business - Future Model, to be manufactured by a Newco
Facility and supplied by such Newco Facility) to a Visteon Facility.
Notwithstanding anything to the contrary in the foregoing sentence, parts,
components and systems that are supplied by Newco to Visteon Affiliates (other
than wholly-owned subsidiaries of Visteon in North America), parts, components
and systems supplied by Visteon Related Companies, and Service Parts are not
considered "Components".

"CONTRIBUTION AGREEMENT" means Contribution Agreement between Visteon and
Automotive Components Holdings, Inc. (f/k/a VFH Holdings, Inc.) dated September
12, 2005.

"CONFIDENTIAL INFORMATION" has the meaning specified in Section 11.1.

"DAMAGES" means any and all obligations, liabilities, damages, penalties,
deficiencies, losses, judgments, costs and expenses (including, but not limited
to, costs and expenses incurred in connection with performing obligations,
interest, bonding and appellate costs and reasonable attorneys', accountants',
engineers' and investigators' fees and disbursements), in each case, after the
application of any and all amounts recovered under insurance contracts or
similar arrangements and from third parties by the person claiming indemnity.

"DEFAULTING PARTY" has the meaning specified in Section 9.1.

"DESIGN CHANGE" means any change to the physical Component, its performance, or
its interface with other parts or systems that results in a change to the part
number.

"EVENT OF DEFAULT" has the meaning specified in Section 9.1.

"EXISTING AGREEMENTS" means the Purchase Orders, and Long Term Supply Agreements
(if any), covering Existing Business, as described in Section 2.3 or 2.4.

"EXISTING BUSINESS" means the Components that are Existing Business in
Production or Existing Business - Future Model.

In the event that the vehicle or power-train program of Ford (or of another OEM
Customer of Visteon or its customer), in regard to which Visteon is purchasing
(or intends to purchase) Components which are Existing Business, is or will be
subject to a major refreshening or will be replaced by, or will become, a new
program, as determined by Ford as described below, or as determined by such
other OEM Customer in accordance with its then-current processes and policies,
respectively, such Components ("AFFECTED COMPONENTS") will no longer be
considered to be Existing Business for the purposes of this Agreement as of the
date that Visteon begins purchasing the motor-vehicle-related parts, components,
or systems for the refreshened or new program which replace the Affected
Components; provided, however, that:

     (i) the motor-vehicle-related parts, components, or systems for the
     refreshened or new program ("REPLACEMENT END-ITEM") which replace the
     parts, components, or systems supplied by Visteon to Ford (or to the
     applicable other OEM Customer of Visteon) into which such Affected
     Components purchased by


                                        3

     Visteon from Newco are incorporated are (or were prior to the date of this
     Agreement) put up for award by Ford or such other OEM Customer of Visteon;
     and,

     (ii) the motor-vehicle-related parts, components, or systems for the
     refreshened or new program which replace the Affected Components are put up
     for award by Visteon. For components put up for award prior to this
     agreement, the status of such components will be evaluated during
     reconciliation of Exhibit 2.

For the purposes of this definition: "put up for award" means the issuance of a
Request for Quote by Ford or Visteon for the Replacement End-Item or such
motor-vehicle-related parts, components, or systems for the refreshened or new
program which replace the Affected Components, respectively; and, "Requet for
Quote" means a request issued by Ford or Visteon to one or more suppliers to
provide a quotation for the supply of the Replacement End-Item or such
motor-vehicle-related parts, components, or systems for the refreshened or new
program which replace the Affected Components, respectively. "Put up for award"
does not mean quoting design changes to a carryover component for a new program
or following the change control process.

Nothing in this Agreement or in any Purchase Order, Long Term Supply Agreement,
Sourcing Agreement, or Target Agreement prohibits Visteon from sourcing such
motor-vehicle-related parts, components, or systems which replace the Affected
Components to a supplier of its choice, or from purchasing the same from such
supplier; provided that Visteon follows the proper approval procedures and
policies of Ford or such other OEM Customer (as applicable) for the replacement
part, component, or system, and North American Sourcing Council approval is
obtained (if applicable).

For the purposes of the prior paragraph, a "major refreshening" or "new program"
means, in regard to a Ford vehicle or power-train program, a change to a vehicle
or power-train program with a "S3" or higher designation, for a vehicle program,
or a "P3" or higher designation, for a power-train program, under the Ford
Product Development System (FPDS), or the equivalent designation in Ford's
Global Product Development System (GPDS) or any future product development
system of Ford replacing FPDS or GPDS (as applicable).

"EXISTING BUSINESS IN PRODUCTION" has the meaning specified in Section 2.1(a).

"EXISTING BUSINESS - FUTURE MODEL" has the meaning specified in Section 2.1(b).

"FORD" means Ford Motor Company, a Delaware corporation.

"FORD MASTER AGREEMENT WORKERS" means the Ford hourly employees who are
represented by the UAW under the Master Agreement and who have been assigned to
work at Ford or Newco plants.

"FORD VEHICLE" means a Ford, Lincoln, or Mercury-brand vehicle manufactured in
North America by Ford or one of its Affiliates.

"FORD-VEHICLE COMPONENTS" mean Components which are, or which are supplied for
incorporation into another part, component or system, for ultimate use in a Ford
Vehicle.

"GLOBAL TERMS" means Visteon's Global Terms For Production Parts and
Non-Production Goods and Services (VGT REV 4/03).

"LONG TERM SUPPLY AGREEMENT" means a multiple-year contract with a supplier
committing Visteon to procure and the supplier to supply goods or services for a
specified time period on specified terms.

"MASTER AGREEMENT" means the collective bargaining agreement and all supplements
thereto between Ford and the UAW dated September 15, 2003, as well as any
successor agreement (and supplements thereto) to such collective bargaining
agreement entered into prior to the expiration of this Agreement.


                                        4

"MASTER AGREEMENT PLANT" means a facility where some or all of the hourly
employees working there are represented by the UAW under the Master Agreement.

"NON-DEFAULTING PARTY" has the meaning specified in Section 9.1.

"NON-FORD COMPONENTS" mean Components which are, or which are supplied for
incorporation into another part, component or system, for ultimate use in a
vehicle other than a Ford Vehicle.

"NORTH AMERICA" means Canada, Mexico and the United States.

"NORTH AMERICAN SOURCING COUNCIL" means a Ford process to ensure that Ford
honors commitments to Ford Master Agreement Workers at Ford or Newco facilities
in the United States with respect to sourcing actions; to provide a framework
for avoiding labor disturbances and lost production; and to ensure that Ford
senior management concurs with sourcing decisions.

For the purposes of this Agreement, in determining whether the North American
Sourcing Council process was or is required to be followed, or its approval was
or is required, in regard to a particular action:

     (i)  taken prior to the date of this Agreement, the North American Sourcing
          Council process and requirements in effect at the time the applicable
          action was taken (including, without limitation, any applicable
          requirements under the 2003 PSA) apply; and,

     (ii) for actions taken on or after the date of this Agreement, the North
          American Sourcing Council process will be required to be followed, and
          its approval obtained, if one or more Ford Master Agreement Workers'
          jobs would be impacted by such action.

"OEM CUSTOMER" means a Person in the business of manufacturing motor vehicles.

"PARTY" or "PARTIES" has the meaning specified in the opening paragraph of this
Agreement.

"PERSON" means an individual, a partnership, a corporation, a limited liability
company, an association, a joint stock company, a trust, a joint venture, an
unincorporated organization or a governmental entity or any department, agency
or political subdivision thereof.

"PURCHASE ORDER" means, in regard to particular Components, the Purchase Order
or Long Term Supply Agreement between Visteon and Newco covering the Components
(as described in Section 2.3 or 2.4, in regard to Existing Business).

"SERVICE PARTS" is as defined in Exhibit 5.

"VISTEON - FORD PSA" means the Purchase and Supply Agreement Regarding Supply of
Components by Visteon Corporation to Ford Motor Company between Visteon and Ford
dated as of October 1, 2005.

"VISTEON RELATED COMPANY" is as defined in Exhibit 4.

1.2 Subject to Section 13.3, except in regard to the identification of the
Parties to this Agreement above or where the context clearly requires otherwise,
a reference in this Agreement to "Newco" includes Newco and its applicable
Affiliates, and to "Visteon" includes Visteon and its wholly-owned subsidiaries
in North America.

2.   PURCHASE AND SUPPLY COMMITMENTS


                                        5

2.1 General. Subject to the terms and conditions of this Agreement, but
notwithstanding any term or condition of any Existing Agreement, Purchase Order,
Long Term Supply Agreement, Sourcing Agreement, or Target Agreement, Newco shall
supply to Visteon, and Visteon shall purchase from Newco, each of the following
Components during the term of this Agreement:

     (a) "EXISTING BUSINESS IN PRODUCTION," which means all Components which, as
     of May 1, 2005, were manufactured by a Newco Facility and supplied by such
     Newco Facility to a Visteon Facility. Such Components are set forth in
     EXHIBIT 1 to this Agreement.

     (b) "EXISTING BUSINESS - FUTURE MODEL," which means all Components which,
     as of May 1, 2005, were planned by Visteon to be manufactured by a Newco
     Facility and supplied by such Newco Facility to a Visteon Facility (i)
     pursuant to a reasonably developed and documented plan, and (ii) for supply
     to, or for inclusion in another part, component or system to be supplied
     to, Ford or another customer of Visteon that was sourced to Visteon
     pursuant to a signed Sourcing Agreement with Pricing, Target Agreement, or
     purchase order (in the case of Ford) or a written sourcing commitment with
     pricing established or purchase order (in the case of another customer of
     Visteon), in each case issued prior to May 1, 2005, but which were not
     being manufactured and supplied as of May 1, 2005. Such Components are set
     forth in EXHIBIT 2 to this Agreement.

     Subject to Sections 2.1(c) and (d) below, Components which do not meet the
requirements set forth in Section 2.1(a) or (b) are not Existing Business,
except as Newco and Visteon specifically agree otherwise in writing. References
in this Section 2.1 to a "Newco Facility" refer, for the avoidance of doubt, to
facilities which were manufacturing or assembly facilities of Visteon or its
Affiliates in North America as of May 1, 2005, but were transferred to Newco.
Visteon warrants and represents to Newco that, to the best of its knowledge as
of the date of this Agreement, Exhibits 1 and 2 are accurate and complete.

(c) Without limiting any rights or remedies of either Party, and subject to, and
without limiting, Section 2.1(d) below:

     (i) In the event that Components which should have been included in Exhibit
     1 (as determined in accordance with Section 2.1(a)) are excluded from such
     Exhibit, and such Components are discovered to have been excluded:

          (A) on or before 6 months after the date of this Agreement, such
          Components will be added to Exhibit 1, unless the Parties otherwise
          agree in writing; or,

          (B) after 6 months after the date of this Agreement, the Parties will
          discuss in good faith as to whether such Components will be added to
          Exhibit 1, and such Components will be added if the Parties agree in
          writing.

     (ii) In the event that Components which should have been included in
     Exhibit 2 (as determined in accordance with Section 2.1(b)) are excluded
     from such Exhibit, and such Components are discovered to have been
     excluded:

          (A) on or before three months after the date of this Agreement, and
          such Components are to go into production prior to or on such date,
          such Components will be added to Exhibit 2; or,

          (B) after three months after the date of this Agreement(or prior to
          such date, but which are not covered under Section 2.1(c)(ii)(A)
          above), the Parties will discuss in good faith as to whether such
          Components will be added to Exhibit 2, and such Components will be
          added if the Parties agree in writing.


                                        6

(d) Without limiting any rights or remedies of Newco, if a part, component or
system is not listed on Exhibit 2 ("EXCLUDED COMPONENT"), which Excluded
Component replaces a part, component or system manufactured, as of May 1, 2005,
at a Newco Facility, and North American Sourcing Council approval was not
obtained to have such Excluded Component manufactured at a facility other than a
Master Agreement Plant, such Excluded Component will, upon Newco's written
request to Visteon, be added to Exhibit 2.

2.2 Expiration of Term or Cessation of Existing Business Designation. Upon the
termination or expiration of this Agreement, or when any Components that are
Existing Business cease to be designated as Existing Business as provided for
under this Agreement, Newco's rights to cease supplying Components which are
Existing Business to Visteon, and Visteon's rights to cease the purchase of such
Components from Newco, shall be as specified under the applicable Purchase Order
or Long Term Supply Agreement, including the Global Terms, for such Components
(without regard to any amendment or supplement to the same provided for under
this Agreement, but subject to Sections 12, 6.2(b), 7(h), and 14).

2.3 Contract Covering Sale and Purchase of Components Which Are Existing
Business In Production.

     (a) Purchase Order or Long Term Supply Agreement Issued. When a Purchase
     Order or Long Term Supply Agreement (as applicable) is issued after the
     date of this Agreement by Visteon to Newco for Components which are
     Existing Business in Production, the terms and conditions of the same
     (including the Global Terms) will apply in regard to the sale and purchase
     of such Components, except to the extent that such Purchase Order, Long
     Term Supply Agreement, or Global Terms are modified or supplemented under,
     or conflict with, this Agreement in regard to such Components. Newco agrees
     to accept any such Purchase Order or Long Term Supply Agreement (as
     applicable) issued by Visteon to Newco for such Components, provided that
     the terms and conditions of the same are consistent with this Agreement in
     regard to such Components. Visteon agrees to issue such Purchase Orders and
     Long Term Supply Agreements as soon as reasonably practicable after the
     date of this Agreement. Any such Purchase Order or Long Term Supply
     Agreement issued will be an Existing Agreement for the purposes of this
     Agreement.

     (b) Prior to Issuance of Purchase Order or Long Term Supply Agreement.
     Until such time as a Purchase Order or Long Term Supply Agreement (as
     applicable) is issued after the date of this Agreement by Visteon to Newco
     for Components which are Existing Business in Production, a Purchase Order,
     on Visteon's standard form (as of May 1, 2005) attached hereto as Exhibit 3
     (including the Global Terms) will be deemed to apply in regard to the sale
     by Newco and purchase by Visteon of such Components, except to the extent
     that such Purchase Order, Long Term Supply Agreement, or Global Terms are
     modified or supplemented under, or conflict with, this Agreement in regard
     to such Components. Any such Purchase Order deemed to apply will be an
     Existing Agreement for the purposes of this Agreement.

2.4 Contract Covering Sale and Purchase of Existing Business - Future Model.
Components which are Existing Business - Future Model supplied by Newco to
Visteon will be supplied under the Purchase Order or Long Term Supply Agreement
(as applicable) (including the Global Terms) issued after the date of this
Agreement by Visteon to Newco for the same, except to the extent that such
Purchase Order, Long Term Supply Agreement, or Global Terms are modified or
supplemented under, or conflict with, this Agreement in regard to such
Components. Newco agrees to accept any such Purchase Order or Long Term Supply
Agreement (as applicable) issued by Visteon to Newco for such Components,
provided that the terms and conditions of the same are consistent with this
Agreement in regard to such Components. Visteon agrees to issue such Purchase
Orders and Long Term Supply Agreements as soon as reasonably practicable after
the date of this Agreement. Any such Purchase Order or Long Term Supply
Agreement issued will be an Existing Agreement for the purposes of this
Agreement.

2.5 Volumes. No specific volume commitments by Visteon for Existing Business
will exist. However, without limiting the foregoing sentence, Visteon will
continue to purchase at least the same percentage of its


                                        7

requirements (at a Component-level) for Existing Business from Newco as Visteon
Facilities were purchasing or receiving (at normal, non-exceptional, operational
levels) from Newco Facilities on and prior to May 1, 2005 (when such Newco
Facilities were Visteon Facilities), and Newco will supply such percentage, in
each case except to the extent that such requirements or supply pattern is to be
altered pursuant to a plan or action approved by the North American Sourcing
Council (if required), that Newco Facilities are sold, transferred, exited, or
closed (in regard to the applicable Components supplied by the same), Newco's
supply obligations relating to such Components are terminated, expire, or are
assigned in accordance with this Agreement, or as otherwise agreed upon by the
Parties in writing. For example, if Visteon Facilities were purchasing or
receiving 70% of their requirements for a specific Component from Newco
Facilities on and prior to May 1, 2005 at normal operational levels, Visteon
will continue to purchase at least 70% of its requirements for such specific
Component from Newco during the term of this Agreement (subject to the specific
exceptions referred to in the prior sentence). The foregoing will not, however,
permit Visteon to cease purchasing at such percentage from the assignee of any
Existing Agreement upon assignment of such Existing Agreement by Newco to such
assignee.

2.6 No Obligation to Issue Long Term Supply Agreement; Conflict with this
Agreement. Visteon shall have no obligation under this Agreement to issue a Long
Term Supply Agreement (as opposed to a Purchase Order) to Newco for any Existing
Business or other Components. In the event of a conflict between the terms of
any Purchase Order, Long Term Supply Agreement, or Global Terms and this
Agreement in regard to specific Components, the terms of this Agreement shall
control in regard to such Components.

2.7 Affect on Other Agreements. Any agreements between a Newco Facility (which,
at the time, would have been a Visteon Facility) and a Visteon Facility in
effect as of the date of this Agreement relating to the supply of Components
from such Newco Facility to such Visteon Facility covered under this Agreement
are superseded (except for use in establishing pricing as described in Section
3.1(a) or (b)) by the applicable terms and conditions of this Agreement, and by
any Purchase Order or Long Term Supply Agreement issued pursuant to this
Agreement, relating to such Components.

3.   PRICING

3.1 Pricing.

     (a) Existing Business in Production. Subject to Sections 3.1(c) and (d),
     for Existing Business in Production, the prices of such Components will be
     the documented and substantiated prices in effect for the same, as of May
     1, 2005, between the Newco Facility manufacturing and supplying such
     Components and the Visteon Facility to which such Components were supplied
     as of May 1, 2005 (which Newco Facility was, at the time, a Visteon
     Facility), as set forth in Exhibit 1, adjusted for productivity price
     reductions taken after May 1, 2005 but prior to the date of this Agreement,
     as set forth in Exhibit 1. In regard to any Components listed in Exhibit 1
     for which no prices are specified, Visteon and Newco will negotiate in good
     faith and agree upon such prices.

     (b) Existing Business - Future Model. Subject to Sections 3.1(c) and (d),
     for Existing Business - Future Model, the prices of such Components will be
     the documented and substantiated prices (as determined in accordance with
     the reasonably developed and documented plan described in Section 2.1(b)),
     in effect as of May 1, 2005, (if available) for the same between the Newco
     Facility planned to manufacture and supply such Components and the Visteon
     Facility to which such Components were planned to be supplied as of May 1,
     2005 (which Newco Facility was, at the time, a Visteon Facility), as set
     forth in Exhibit 2. In regard to any Components listed in Exhibit 2 for
     which no prices are specified, Visteon and Newco will negotiate in good
     faith and agree upon such prices.

     (c) Design or Other Changes. The prices of Components described in Section
     3.1(a) and (b) will be adjusted for any Design Change or productivity price
     reduction agreed upon by Visteon and Ford in writing prior to the date of
     this Agreement, or agreed upon by Visteon and Newco in writing after the
     date


                                        8

     of this Agreement (including, without limitation, the productivity
     reductions specified in Section 3.2 below). No other changes to the prices
     of such Components will occur unless agreed upon by the Parties in writing.

     (d) Prices for Existing Business on Assignment to Buyer of Newco Facility.
     In the event that:

          (1) Newco assigns a Purchase Order or Long Term Supply Agreement for a
          Component that is Existing Business ("ASSIGNED COMPONENT") to a buyer
          or transferee of the Newco Facility from which such Assigned Component
          is supplied ("TRANSFERRED FACILITY") (as described in Section 7
          below); and

          (2) such Transferred Facility supplies, as of the date of the
          assignment, such Assigned Component, or a similar part, component or
          system, directly to Ford (in addition to supplying such Assigned
          Component to Visteon), and such supply to both Ford and Visteon will
          continue after the date of assignment; then

     Newco will amend such Purchase Order or Long Term Supply agreement prior to
     assignment to provide that the price payable by Visteon for such Assigned
     Component under such Purchase Order or Long Term Supply Agreement to be
     assigned will, during the time period beginning on the date of such
     assignment and ending on 12/31/08, be the price payable by Ford to such
     buyer or transferee for such Assigned Component that will be supplied
     directly by such Transferred Facility to Ford (or the price of such similar
     part, component or system, if such Assigned Component will not be supplied
     directly to Ford by the Transferred Facility). (Such price payable by
     Visteon which matches such price payable by Ford is referred to as the
     "Matched Ford Price" in the Visteon - Ford PSA.)

3.2 Productivity Price Reductions.

(a) Newco shall reduce the prices for all Ford-Vehicle Components supplied to
Visteon included in the calculation of Visteon Carryover Frozen Turnover (as
described below) beginning on the date of this Agreement through December 31,
2008 by the following percentages (such reductions will be made effective as of
January 1 of the applicable calendar year as described in Subsection 3.3 below):



    Calendar Year     2005   2006   2007   2008
    -------------     ----   ----   ----   ----
                               
Percentage Reduction   ***    ***    ***    ***


For a given calendar year, the aggregate productivity price reduction for all
Components included in the calculation of Visteon Carryover Frozen Turnover will
be calculated by applying the applicable Percentage Reduction for such calendar
year against the "Visteon Carryover Frozen Turnover." The "Visteon Carryover
Frozen Turnover" shall be equal to the Total Frozen Turnover, less the Target
Agreement Turnover, less any Components excluded from the calculation of the
Visteon Carryover Frozen Turnover as described in Section 3.2(b) below. The
following definitions shall apply to this calculation:

"Total Frozen Turnover" shall be equal to the total projected sales of
Components by Newco to Visteon using Visteon's budgeted volume, mix and rates
assumptions for the applicable calendar year.


                                        9

"Target Agreement Turnover" means that portion of the Total Frozen Turnover for
Components to be supplied by Newco to Visteon that will be launched during the
applicable calendar year where Newco and Visteon have entered into signed Target
Agreements (or the sourcing document of Visteon that is the equivalent of a Ford
Target Agreement).

(b) Where Newco and Visteon agree in writing on different productivity price
reductions than those specified above, such separate agreements shall supersede
the provisions of Subsection 3.2(a) if such different price reductions replace
(and are not incremental to) the price reductions required under Subsection
3.2(a). In these cases, the Components to which such different price reductions
apply will be excluded from the calculation of Visteon Carryover Frozen
Turnover. If such different price reductions are incremental to (and do not
replace) the price reductions required under Subsection 3.2(a), the Components
to which such incremental price reductions apply will be included in the
calculation of Visteon Carryover Frozen Turnover and the incremental price
reductions will apply in addition to those required under Subsection 3.2(a).

3.3 All productivity price reductions will be retroactive to January 1 of the
applicable year. If the productivity price reductions are not processed prior to
the end of any calendar quarter during the applicable year, Newco shall pay to
Visteon a lump sum equal to seventy five percent (75%) of a reasonable estimate
of the effect of the productivity price reductions based on Newco's shipments of
Components to Visteon during such calendar quarter. Such amount shall be paid on
or before the last day of such calendar quarter. The Parties acknowledge that
once the actual productivity price reductions are determined, they will be
entered into a system that will result in productivity price reductions
retroactive to January 1 of the applicable year; therefore, if Newco has made a
lump sum payment for any calendar quarter and Visteon later receives a
retroactive price adjustment, Visteon will reimburse Newco any amounts that are
charged twice to Newco. For the avoidance of doubt, Newco's lump-sum payment of
75% of such estimated amount will not affect Visteon's right to receive 100% of
the productivity price reduction due for the applicable calendar year.

3.4 Notwithstanding Section 3.2 or 3.3, in regard to Non-Ford Components
supplied by a Newco Facility to Visteon, in the event Visteon entered into an
agreement with its customer (other than Ford), prior to or on the date of this
Agreement, pursuant to which Visteon is obligated to provide such customer with
productivity price reductions on parts, components, or systems supplied by
Visteon to such customer which are, or which incorporate, Components supplied by
Newco to Visteon, Newco shall provide productivity price reductions to Visteon
on such Components supplied by Newco only to the extent such agreement is
expressly identified on Schedule 3.07 (a) of the Contribution Agreement or as
otherwise agreed upon by Ford in writing in regard to such Components prior to
the date of this Agreement.

3.5 In the event that a customer of Visteon requests productivity price
reductions on parts, components or systems supplied by Visteon to such customer
which are, or which incorporate, Components supplied by Newco to Visteon, Newco
and Visteon shall discuss in good faith potential mechanisms for achieving
equivalent productivity prices reductions to Visteon on such Components supplied
by Newco.

4.   DESIGN CHANGES

     Except for any Design Change negotiated by Ford directly with Newco, and
notwithstanding any term or condition of any Purchase Order, Long Term Supply
Agreement, or the Global Terms, the Parties will negotiate equitable increases
or decreases in the prices of Components supplied by Newco to Visteon for
Visteon-requested Design Changes in good faith. The price of any Design Change
requested by Ford and negotiated directly with Newco will be flowed through,
unaltered, to Ford (as required under the Visteon - Ford PSA).

5.   PAYMENT TERMS


                                       10

     For any Components manufactured by a Newco Facility and supplied by such
Newco Facility to a Visteon Facility, and for any tooling received at Newco
Facilities (or a Newco Facility's supplier's facilities) in the United States,
Newco will be paid in accordance with the following terms during the term of
this Agreement: ***. In the event that systems issues prevent the Parties from
implementing such payment terms immediately after the date of this Agreement,
the Parties will work together in good faith to promptly address the problem
and, in the interim, promptly implement a mechanism which results, in effect, in
payment terms as close as possible to such payment terms.

As used in this Section 5, the term "tooling" refers only to tooling owned by
Visteon or its customer and funded by Visteon in an up-front payment (rather
than in the piece price) that is used for the production of Components
manufactured by a Newco Facility and supplied by such Newco Facility to a
Visteon Facility and which is located in Newco Facilities (or a Newco Facility's
supplier's facilities) in the United States.

6.   RIGHT TO TERMINATE OR NOT RENEW

6.1 Termination or Nonrenewal by Visteon.

     (a) Subject to Section 6.1(b), but notwithstanding any other term or
     condition of this Agreement or of any Purchase Order or Long Term Supply
     Agreement, or of any other termination rights Visteon may have, Visteon may
     not terminate or not renew an Existing Agreement or its purchase from Newco
     of Components which are Existing Business without Newco's prior written
     consent, and approval of the North American Sourcing Council (where
     applicable). Notwithstanding the foregoing in this Section 6.1, if Visteon
     notifies Newco, in writing, that it desires to terminate or not renew an
     Existing Agreement or Newco's supply to Visteon of Components which are
     Existing Business Newco shall, discuss and evaluate Visteon's request in
     good faith with Visteon.

     (b) Notwithstanding any term or condition of this Agreement, Visteon may,
     upon advance written notice to Newco, terminate or not renew, in whole or
     in part, its purchase of a Component which is Existing Business only:

          (1) if the Component is a Non-Ford Component, in accordance with
          Section 22 (Excusable Delay) of the Global Terms for a failure to
          perform by Newco as a result of an excusable delay, provided that the
          excusable delay has resulted in a failure to perform by Newco lasting
          more than three consecutive months after the date of Newco's notice to
          Visteon of the excusable delay (as required under Section 22 of the
          Global Terms);

          (2) as a result of the: (i) cancellation by Ford or another OEM
          Customer of Visteon of the program for which such Component is
          supplied; or, (ii) the failure of Visteon to require such Component
          any longer because the end-item part, component or system into which
          such Component supplied by Newco is incorporated by Visteon is
          changed, by the applicable program team of Ford (in regard to a
          Ford-Vehicle Component) or by another customer of Visteon (in regard
          to a Non-Ford Component), such that neither such Component supplied by
          Newco, nor a similar part, component or system, is required in such
          end-item part, component or system any longer, provided Visteon has
          acted in good faith toward Newco in regard to such change;

          (3) as a result of the termination of this Agreement under Section 9;

          (4) in regard to a Non-Ford Component supplied by Newco, upon the
          termination or expiration (for any reason) of the purchase order or
          other agreement between Visteon and its customer for such Non-Ford
          Component or for the part, component, or system supplied by Visteon
          into which such Non-Ford Component is incorporated.


                                       11

     Subject to Section 15, nothing in this Agreement shall in any way mitigate
     or effect any of Visteon's rights to terminate or not renew any Purchase
     Order, Long Term Supply Agreement, or other agreement other than an
     Existing Agreement (i.e., a Purchase Order, Long Term Supply Agreement, or
     other agreement relating to Components other than Existing Business).

     In the event of a termination under Section 6.1(b)(2) above, Newco shall
     have a right to submit a cancellation claim to Visteon in the same manner,
     and to the same extent, as provided for under Sec. 29.02 of Ford Motor
     Company's Production Purchasing Global Terms and Conditions (PPGTC Jan. 1,
     2004) (as if Visteon were the "Buyer" and Newco were the "Supplier" under
     such Global Terms and Conditions).

6.2 Termination or Nonrenewal by Newco.

(a) Notwithstanding any term or condition of this Agreement or of any Purchase
Order, Long Term Supply Agreement, Sourcing Agreement, or Target Agreement (but
subject to section 7(c) below), Newco may, at any time, terminate or not renew,
in whole or in part, any Purchase Order, Long Term Supply Agreement, Sourcing
Agreement, or Target Agreement for any Components supplied by Newco (whether
Existing Business or otherwise), or any of its obligations under this Agreement
relating to such Components, upon prior written notice to Visteon if: (i) Ford
notifies Visteon in writing to cease purchasing the Components from Newco, and
prior approval of the termination or non-renewal by the North American Sourcing
Council is obtained (where applicable) (such notification will not be required
in regard to Non-Ford Components supplied by Newco, in which case only
notification by Newco to Visteon will be required); or, (ii) upon the sale,
exit, closure, or transfer (for any reason) of the Newco Facility supplying such
Components to Visteon. Newco will provide reasonable advance written notice to
Visteon of any such termination or non-renewal and, in regard to a termination
or non-renewal for Non-Ford Components supplied by Newco, will reasonably
cooperate with Visteon to prevent any disruption or interruption of supply to
Visteon's customer(s) of such Non-Ford Components.

(b) Newco's rights under this Section 6.2 shall survive termination or
expiration of this Agreement and will apply in regard to any Purchase Order,
Long Term Supply Agreement, Sourcing Agreement, or Target Agreement for
Components supplied by Newco to Visteon unless the Parties specifically agree
otherwise in writing; however, this right will apply only to Newco and not to
any third-party buyer or transferee of a Newco Facility.

6.3 In no event will termination or non-renewal by Newco made in accordance with
this Agreement (including, without limitation, under this Article 6 or Section
9) be considered a default or breach by Newco under any Existing Agreement or
other agreement (including, without limitation, any Purchase Order or Long Term
Supply Agreement) between Newco and Visteon.

7.   NEWCO EXITING OF BUSINESSES AND ASSIGNMENT

(a) It is specifically intended by the Parties that Newco be able to freely
sell, exit, close, or transfer any or all of its facilities or business
operations. In this regard, notwithstanding any term or condition of this
Agreement or of any Purchase Order, Long Term Supply Agreement, Sourcing
Agreement, or Target Agreement, Newco may (but is not obligated to) sell, exit,
close, or transfer any Newco Facilities at any time.

(b) In addition, Newco may (but is not obligated to) freely assign (without
Visteon's consent), in whole or in part, any or all of the following: (i) any
Existing Agreement, Purchase Order, Long Term Supply Agreement, Target
Agreement, Sourcing Agreement, or other agreement between Newco and Visteon for
Components (whether Existing Business or otherwise) (A) supplied (or to be
supplied) by a Newco Facility to be closed, sold, or transferred, or (B) for
which manufacturing and supply responsibility will be transferred or assigned to
another supplier or facility by Newco as part of a restructuring of the
applicable Newco Facility; or, (ii) any rights or obligations of Newco under
this Agreement relating to such Components. Without limiting the foregoing, for


                                       12

the avoidance of doubt, Newco may assign, in whole or in part, its rights and
obligations under this Agreement relating to such a Component, but retain (or
assign, in whole or in part, to another party) its rights and obligations under
this Agreement relating to another such Component.

(c) Each of the following shall apply in regard to any assignment by Newco under
Section 7(b):

     (i) If Newco assigns any of its rights to supply such Components under this
     Agreement (as opposed to under any Purchase Order, Long Term Supply
     Agreement, Target Agreement, or Sourcing Agreement only), Newco must also
     assign its corresponding obligation to provide productivity price
     reductions for such Components as provided for in Section 3.2 above for the
     time period for which the assigned right to supply applies. For example, if
     Newco assigns the right to supply certain Components for 2006 and 2007, it
     must also assign the corresponding obligation of Newco to pay Visteon
     productivity for such Components under this Agreement for 2006 and 2007.

     (ii) If Newco assigns only an Existing Agreement, Purchase Order, Long Term
     Supply Agreement, Target Agreement, or Sourcing Agreement as described in
     Section 7(b)(i) above, and does not also assign any of its rights or
     obligations under this Agreement relating to the Component supplied by
     Newco under such Existing Agreement, Purchase Order, Long Term Supply
     Agreement, Target Agreement, or Sourcing Agreement as described in Section
     7(b)(ii) above, this PSA shall cease to apply to such Component (and to
     such Existing Agreement, Purchase Order, Long Term Supply Agreement, Target
     Agreement, or Sourcing Agreement) as of the date of such assignment,
     provided such assignment is for a duration equal to or in excess of one
     year, is otherwise to a bona-fide purchaser, acquirer, or transferee of a
     Newco Facility or of the Component for which manufacturing and supply
     responsibility is transferred or assigned as described in Section
     7(b)(i)(B) above, or relates to the exit or closure of a Newco Facility.

     (iii) If Newco assigns its rights under an Existing Agreement, Purchase
     Order, Long Term Supply Agreement, Target Agreement, or Sourcing Agreement
     as described in Section 7(b)(i) above, and also assigns any of its rights
     or obligations under this Agreement relating to the Component supplied by
     Newco under such Existing Agreement, Purchase Order, Long Term Supply
     Agreement, Target Agreement, or Sourcing Agreement as described in Section
     7(b)(ii) above, this PSA shall cease to apply to such Component (or such
     Existing Agreement, Purchase Order, Long Term Supply Agreement, Target
     Agreement, or Sourcing Agreement) as of the date of such assignment, except
     in regard to the specific rights and obligations (and only such specific
     rights and obligations) assigned, provided such assignment is for a
     duration equal to or in excess of one year, is otherwise to a bona-fide
     purchaser, acquirer, or transferee of a Newco Facility or of the Component
     for which manufacturing and supply responsibility is transferred or
     assigned as described in Section 7(b)(i)(B) above, or relates to the exit
     or closure of a Newco Facility.

     For example, if Newco assigns its right to supply a Component for 2006 and
     2007 under this Agreement (in addition to assigning the applicable Purchase
     Order or Long Term Supply Agreement), but it has an obligation under this
     Agreement to supply such Component for 2008 as well, upon such assignment
     this PSA will cease to apply to such Component (as well as to the
     applicable Purchase Order or Long Term Supply Agreement), except in regard
     to the right to supply assigned (and the corresponding productivity price
     reduction obligation assigned pursuant to Section 7(c)(i)) only. As such,
     upon such assignment Newco will have no further obligation to supply such
     Component for 2008.

(d) In regard to any assignment under Section 7(b), upon Newco's request,
Visteon will provide to Newco, in a form reasonably satisfactory to Newco, a
release of Newco of, and covenant not to sue the same for, all claims Visteon
has or may have against Newco relating to the agreement or rights or obligations
assigned, to the extent that Newco has assigned responsibility for any such
claims to the assignee of such agreement or rights or obligations assigned and
such assignee has assumed such claims and obligations. In this regard, as a
condition of supplying such release, Visteon shall have the right to request
that Newco certify, in writing, that, to Newco's


                                       13

knowledge, the extent to which Newco has assigned responsibility for any such
claims to the assignee, and the release and covenant not to sue granted by
Visteon will not include any claims Visteon may have against Newco that were not
assigned. Such release and covenant not to sue will not apply to any assignment
by Newco to any Affiliate of Newco, or any subsidiary or affiliate of Ford, that
does not have the financial capability to satisfy the claims and obligations
assumed.

(e) Visteon will cooperate diligently and in good faith with Newco, in regard to
any sale, exit, closure, transfer, or assignment described in this Section 7.

(f) If Newco assigns, in whole or in part, any Existing Agreement, Purchase
Order, Long Term Supply Agreement, Target Agreement, Sourcing Agreement, or
other agreement between Newco and Visteon for Components supplied (or to be
supplied) by a Newco Facility to be closed, transferred, or sold as described in
Section 7(b)(i) above, the terms and conditions of such whole or part of such
Existing Agreement, Purchase Order, Long Term Supply Agreement, Target
Agreement, Sourcing Agreement, or other agreement assigned shall be as specified
in the same, without regard to any amendment or supplement to the same provided
for under this Agreement (subject to Section 14). If Newco assigns any rights or
obligations of Newco under this Agreement relating to such Components as
described in Section 7(b)(ii) above, such rights and obligations shall be
additional and supplemental to the Existing Agreement, Purchase Order, Long Term
Supply Agreement, Target Agreement, Sourcing Agreement, or other agreement
between Newco and Visteon for such Components assigned as described in the prior
sentence.

(g) Upon prior written notice to Visteon, prior to any assignment of a Purchase
Order, Long Term Supply Agreement, Target Agreement, or Sourcing Agreement,
Newco may (but is not obligated to) amend the same to provide for a one-year
renewable term for the same with non-renewal rights of the parties thereunder
substantially similar to those of the "Buyer" and "Supplier" under Ford's
Production Purchasing Global Terms and Conditions (PPGTC Jan. 1, 2004) (in
regard to any such Target Agreement or Sourcing Agreement assigned, such
amendment would apply to any Purchase Order or Long Term Supply Agreement issued
pursuant thereto).

(h) Newco's rights under this Section 7 shall survive termination or expiration
of this Agreement and will apply in regard to any Purchase Order, Long Term
Supply Agreement, Sourcing Agreement, or Target Agreement for Components
supplied by Newco to Visteon unless the Parties specifically agree otherwise in
writing; however, this right will apply only to Newco and not to any third-party
buyer or transferee of a Newco Facility.

8.   VISTEON EXITING OF BUSINESSES AND ASSIGNMENT

Notwithstanding any term or condition of this Agreement or of any Purchase
Order, Long Term Supply Agreement, Sourcing Agreement, or Target Agreement,
Visteon may not, without Newco's prior written consent, assign, in whole or in
part, any: (i) Existing Agreement, Purchase Order, Long Term Supply Agreement,
Target Agreement, Sourcing Agreement, or other agreement between Newco and
Visteon for Components supplied (or to be supplied) by Newco to Visteon; or,
(ii) rights or obligations of Visteon under this Agreement relating to such
Components. Notwithstanding the foregoing in this Section 8, if Visteon notifies
Newco, in writing, that it desires to make any such assignment, Newco shall
discuss and evaluate Visteon's request in good faith with Visteon.

9.   DEFAULT

9.1. A Party (a "NON-DEFAULTING PARTY") may give notice to the other Party (the
"DEFAULTING PARTY"), upon occurrence of any of the following events, any one of
which will be considered to be an "EVENT OF DEFAULT":

     (a)  Material Default by a Party. Any default by the Defaulting Party in
          the performance of any obligation or in the observance of any
          restriction in this Agreement, which default may not be cured or is
          not effectively cured after a period of 30 days after written notice
          thereof has been


                                       14

          given by the Non-Defaulting Party; provided that if such default
          cannot be cured within 30 days, then the Defaulting Party shall have a
          reasonable period to cure the default (not to exceed 90 days), during
          which period the Defaulting Party shall at all times diligently pursue
          a cure;

     (b)  Termination of Existence Initiated by a Party. The Defaulting Party
          commences any Proceeding to wind up, dissolve, or otherwise terminate
          its legal existence;

     (c)  Termination of Existence Initiated by Another Person. Any proceeding
          is commenced against the Defaulting Party that seeks or requires the
          winding up, dissolution, or other termination of its legal existence,
          unless the proceeding is defended or contested in good faith by the
          Defaulting Party within 30 days of the commencement of the proceeding
          in a manner that stays it and such defense or contest is pursued
          diligently thereafter;

     (d)  Bankruptcy. Either (a) the Defaulting Party seeks relief by any
          proceedings of any nature under any applicable laws for the relief of
          debtors; or (b) the institution against the Defaulting Party of a
          proceeding under any applicable bankruptcy or similar law of any
          jurisdiction in which the Defaulting Party carries on its business,
          unless the proceeding is defended or contested in good faith by the
          Defaulting Party within 15 days of the commencement of the proceeding
          in a manner that stays the proceedings and then only so long as such
          defense or contest is pursued diligently thereafter;

     (e)  Appointment of a Receiver. The appointment of a receiver,
          receiver-manager, trustee, custodian or like officer for all or a
          substantial part of the business or assets of the Defaulting Party,
          unless the appointment is defended or contested in good faith by the
          Defaulting Party within 30 days of the commencement of the appointment
          in a manner that stays the appointment and then only so long as such
          defense or contest is pursued diligently thereafter; or

     (f)  Assignment for Benefit of Creditors. The Defaulting Party makes an
          assignment of a substantial part of its assets for the benefit of its
          creditors.

9.2. Upon the occurrence of an Event of Default, the Non-Defaulting Party may
elect one or more of the following remedies:

     (a)  Subject to Section 9.4 below, termination of this Agreement, in whole
          or in part, and any such termination shall not be deemed a waiver or
          release of, or otherwise prejudice or affect, any rights, remedies or
          claims, whether for Damages or otherwise, which the Non-Defaulting
          Party may then possess under this Agreement or which arise as a result
          of such termination; provided, however, that the Non-Defaulting Party
          may only elect to terminate this Agreement (in whole or in part) for
          an Event of Default under Section 9.1(a) above (Default by a Party) if
          the default by the Defaulting Party under Section 9.1(a) is a material
          default under this Agreement; and

     (b)  Set off and recoupment against sums owed by the Non-Defaulting Party
          or one of its Affiliates to the Defaulting Party or one of its
          Affiliates any amounts for which the Non-Defaulting Party determines
          in good faith that the Defaulting Party or one of its Affiliates is
          liable to the Non-Defaulting Party or one of its Affiliates under this
          Agreement or any Purchase Order; and

     (c)  Recovery of Damages arising from the Default.

9.3 (a) In addition to any termination rights Newco may have under this
Agreement or applicable law, Newco may terminate this Agreement in the following
events: (i) a Change of Control of Visteon occurs; or (ii) all of the Existing
Agreements are terminated or not renewed in accordance with this Agreement.


                                       15

(b) As used in this Section 9.3, the term "CHANGE OF CONTROL" means (i) a
liquidation or dissolution of Visteon; (ii) the sale, lease, transfer,
conveyance or other disposition, in one or a series of related transactions, of
all or substantially all of the assets of Visteon and its subsidiaries, taken as
a whole; (iii) a merger, consolidation, share exchange, business combination or
similar extraordinary transaction as a result of which the persons possessing,
immediately prior to the consummation of such transaction, beneficial ownership
of the voting securities of Visteon entitled to vote generally in elections of
directors of Visteon, cease to possess, immediately after consummation of such
transaction, beneficial ownership of voting securities entitling them to
exercise at least 50% of the total voting power of all outstanding securities
entitled to vote generally in elections of directors of Visteon (or, if not
Visteon, the surviving entity resulting from such transaction); or (iv) a
transaction or series of transactions (including by way of merger,
consolidation, sale of stock or otherwise) the result of which is that any
Person or "group" (as defined in Section 13 of the Securities Exchange Act of
1934) becomes the "beneficial owner" (as such term is defined in Rule 13d-3 and
Rule 13d-5 promulgated under the Securities Exchange Act of 1934), directly or
indirectly, of more than 50% of the voting power of the outstanding voting stock
of Visteon.

(c) Notwithstanding Section 9.3(a) above, in the event of an occurrence
described in Section 9.3(b)(ii), (iii), or (iv) above, Newco may not terminate
an Existing Agreement relating to a Component during the term of this Agreement,
or terminate this Agreement, as a result of a Change of Control of Visteon
unless and until it has made a good faith effort to discuss (if Visteon
requests, in writing, that Newco have such discussion) the potential
continuation of the applicable Existing Agreement or of this Agreement, with:
(1) the transferee of all, or substantially all, of the assets of Visteon and
its Subsidiaries described in Section 9.3(b)(ii); (2) the Person Controlling
Visteon (if any) as a result of the merger, consolidation, share exchange,
business combination or similar extraordinary transaction described in Section
9.3(b)(iii) (for this purpose, "Control" will be as defined in the definition of
the term "Affiliate" in Section 1.1 above); or, (3) the Person or "group" that
will become the "beneficial owner" of more than 50% of the voting power of the
outstanding voting stock of Visteon described in Section 9.3(b)(iii).

9.4 A Non-Defaulting Party intending to terminate this Agreement pursuant to
this Article 9 as a result of an Event of Default occurring under Subsections
9.1(a) or (b) shall first notify the Defaulting Party of the grounds for the
intended termination. If the Defaulting Party fails to remedy such grounds for
termination within sixty (60) days of such notice (or any longer period of time
as mutually agreed by the Parties), then the Non-Defaulting Party may terminate
this Agreement effective upon notice to the Defaulting Party without the need
for any judicial action.

9.5 The provisions of this Article 9 are without prejudice to any other rights
or remedies either Party may have by reason of the Event of Default of the other
Party; provided, however, that the Parties' rights to terminate this Agreement
shall in all cases be as described in this Article 9.

10.  TERM

     The term of this Agreement shall commence on the date of this Agreement and
continue through December 31, 2008, unless terminated earlier in accordance with
the terms and conditions of this Agreement.

11.  CONFIDENTIALITY

11.1 "Confidential Information" is defined as information that is disclosed in
connection with this Agreement and which is furnished in the following forms:

     (a)  Any information whether or not it is provided in writing or orally,
          including drawings, documents, financial statements and projections,
          demonstrations, product and product cycle plans and any other
          information or machine readable data, of a Party furnished to another
          Party that is marked "Confidential" or contains a proprietary notice
          clause or, if disclosed orally, was identified as confidential at the
          time of oral disclosure;


                                       16

     (b)  Confidential Information includes also any item of hardware, including
          samples, devices and any other physical embodiments, if such hardware
          is delivered to the receiving Party.

     (c)  In the event that Confidential Information shall be incorporated into
          or reflected in other documents, whether separately or jointly
          generated by the Parties, such other documents shall be deemed
          Confidential Information subject to the terms of this Agreement.

11.2 The receiving Party shall, for a period beginning with the first date of
receipt of each respective disclosure and continuing for three years thereafter,
use the same standard of care it uses to protect its own information of similar
kind and importance, but not less than reasonable care, to maintain the
confidentiality of Confidential Information and to limit its disclosure to such
of its directors, employees, agents, advisors or Affiliates as have a need to
know such Confidential Information in order that the objectives of this
Agreement can be achieved. In addition, if Newco is the receiving party, Newco
shall limit disclosure of Confidential Information of Visteon to only those
directors, employees, agents, advisors or Affiliates of Ford who have a need to
know such Confidential Information and are receiving such Confidential
Information in connection with a legitimate business interest of Newco. The
receiving Party shall be responsible for the compliance by such directors,
employees, agents, advisors or Affiliates (including, with respect to Newco,
Ford) with the provisions of this Agreement. Notwithstanding the foregoing,
Newco shall be permitted to provide to potential or actual acquirers of all or
any part of Newco, its business, or any Newco Facilities, such Confidential
Information (as well as any confidential information of Visteon under any
Purchase Order, Long Term Supply Agreement, Sourcing Agreement, or Target
Agreement for any Components) as Newco deems necessary to conduct discussions
with such potential acquirers or to sell, transfer, exit, or close all or any
part of Newco, its business, or any Newco Facilities, provided that such
potential acquirers, or any such purchasers or transferees, enter into a
confidentiality agreement with Newco substantially comparable to the terms and
conditions of this Article 11.

11.3 The confidentiality obligations of this Agreement shall not apply to
confidential information received pursuant to this Agreement which:

     (a)  is or becomes publicly known other than through a breach of this
          Agreement by the receiving Party; or

     (b)  is already known to the receiving Party at the time of disclosure as
          evidenced by the receiving Party's written documentation; or

     (c)  is lawfully received by the receiving Party from a third party without
          breach of this Agreement or breach of any other agreement between the
          disclosing Party and such third party; or

     (d)  is independently developed by employees of the receiving Party who
          have not had access to or received any Confidential Information under
          this Agreement; or

     (e)  is furnished to a third party by the disclosing Party without
          restriction on the third party's rights to disclose; or

     (f)  is authorized in writing by the disclosing Party to be released from
          the confidentiality obligations herein.

Specific information shall not be deemed to be within such exceptions merely
because it is included within general information, which is within such
exceptions, nor shall a combination of features be deemed to be within such
exceptions merely because the individual features of the combination are
separately within such exceptions.


                                       17

11.4 Confidential Information shall remain the exclusive property of the
disclosing Party. The receiving Party agrees that Confidential Information
disclosed hereunder is being received subject to the disclosing Party's
ownership rights in such Confidential Information and, further, subject to all
relevant intellectual and/or proprietary property rights of the disclosing
Party, including the relevant laws governing patents, trademarks, copyrights,
semiconductor chip protection, trade secrets and unfair competition.

11.5 Upon the termination of this Agreement, the receiving Party shall, at its
own expense, promptly return to the disclosing Party all originals and copies of
the writings and hardware in its possession which contain Confidential
Information. If any writing or hardware has been destroyed, an adequate response
to a return request therefor by the disclosing Party will be written notice,
executed by the receiving Party, that such writing or hardware has been
destroyed.

11.6 If the receiving Party becomes legally compelled (by oral questions,
interrogatories, request for information or documents, subpoena, civil
investigative demand or similar process) to disclose any Confidential
Information, the receiving Party will provide the disclosing parties with prompt
written notice so that the disclosing Party may seek a protective order or other
appropriate remedy and/or waive compliance with the provisions of this
Agreement. In the event that such protective order or other remedy is not
obtained, or the disclosing Party waives compliance with the provisions of this
Agreement, the receiving Party will furnish only that Confidential Information
which is legally required and will exercise reasonable efforts to obtain
reliable assurance that confidential treatment will be accorded the Confidential
Information so disclosed.

12.  CONFLICT WITH OTHER AGREEMENTS

Nothing in this Agreement, any Existing Agreement, or in any Purchase Order,
Long Term Supply Agreement, Target Agreement, or Sourcing Agreement for
Components or the Global Terms affects, limits, or supersedes in any way any
Master Transaction Agreement or any rights, obligations, or limitations of
liability of either of Newco or Visteon under any Master Transaction Agreement,
including, without limitation, any limitations of liability of Newco or Visteon
relating to any Components (or parts, components, or materials thereof)
contained in any Master Transaction Agreement, or any rights relating to
intellectual property, or responsibility for infringement of intellectual
property rights, contained in any Master Transaction Agreement. In the event of
any conflict between the provisions of this Agreement and any Master Transaction
Agreement, the Master Transaction Agreement shall prevail. This Section 12 will
survive the termination or expiration of this Agreement. Without limiting the
generality of the foregoing, the Parties agree that nothing in this Agreement,
or in any any Purchase Order, Long Term Supply Agreement, Target Agreement,
Sourcing Agreement, or the Global Terms, shall in any respect limit or restrict
Visteon's obligations with respect to liabilities retained by Visteon under
Section 2.04(iii) of the Contribution Agreement and Newco shall have no
liability to Visteon under this Agreement or under any Purchase Order, Long Term
Supply Agreement, Target Agreement, Sourcing Agreement, or the Global Terms with
respect to such liabilities retained.

For the purposes of this Section 12, "Master Transaction Agreements" means the
following, collectively: All of the agreements referenced in section 8 of the
Master Agreement by and between Ford and Visteon dated as of September 12, 2005.

13.  GENERAL PROVISIONS

13.1 No Agency. This Agreement does not constitute either Party the agent or
legal representative of the other Party. Neither Party is authorized to create
any obligation on behalf of the other Party.

13.2 Notices. All notices, requests and other communications to any Party
hereunder shall be in writing (including facsimile transmission and electronic
mail ("E-MAIL") transmission, so long as a receipt of such e-mail is requested
and received) and shall be given,


                                       18

     if to Newco, to:

          Automotive Components Holdings, LLC

          c/o Ford Motor Company
          Office of the Secretary
          One American Road
          11th Floor World Headquarters
          Dearborn, Michigan 48126

          Attention: Peter J. Sherry, Jr.
          Facsimile No.: (313) 248-8713
          E-mail: psherry@ford.com

     with a copy to:

          Automotive Components Holdings, LLC
          One American Road
          320 World Headquarters
          Dearborn, Michigan 48126

          Attention: Marcia J. Nunn, General Counsel
          Facsimile No.: (313) 337-3209
          E-mail: mnunn@ford.com

     if to Visteon, to:

          Visteon Corporation
          One Village Center Drive
          Van Buren Township, Michigan 48111

          Attention: John Donofrio, General Counsel
          Facsimile No.: (734) 710-7132
          E-mail: jdonofri@visteon.com

or such other address, facsimile number or e-mail address as such Party may
hereafter specify for the purpose by notice to the other Parties hereto. All
such notices, requests and other communications shall be deemed received on the
date of receipt by the recipient thereof if received prior to 5:00 p.m. in the
place of receipt and such day is a Business Day in the place of receipt.
Otherwise, any such notice, request or communication shall be deemed not to have
been received until the next succeeding Business Day in the place of receipt.

13.3 Subsidiaries and Affiliates. Subject to the scope of this Agreement
described in Recitals A and B, subsidiaries and Affiliates of Newco and Visteon
are bound by the provisions herein to the extent that such subsidiaries or
Affiliates produce Components supplied by Newco or its Affiliates (in regard to
Visteon and its Affiliates) or purchase Components supplied by Newco or its
Affiliates (in regard to Newco and its Affiliates). Each Party warrants and
represents to the other Party that it has the authority to bind its Affiliates
to this Agreement as described in this Section 13.3.

13.4 Amendments and Waivers.

     (a)  Any provision of this Agreement may be amended or waived if, but only
          if, such amendment or waiver is in writing and is signed, in the case
          of an amendment, by each Party to this Agreement, or in the case of a
          waiver, by the Party against whom the waiver is to be effective.


                                       19

     (b)  No failure or delay by any Party in exercising any right, power or
          privilege hereunder shall operate as a waiver thereof nor shall any
          single or partial exercise thereof preclude any other or further
          exercise thereof or the exercise of any other right, power or
          privilege.

13.5 Entire Agreement. This Agreement contains all Exhibits hereto. Subject to
Section 12, this Agreement supersedes any prior agreements between the Parties
concerning the subject matter herein.

13.6 Successors and Assigns. The provisions of this Agreement shall be binding
upon and inure to the benefit of the Parties hereto and their respective
successors and permitted assigns; provided that neither Party may assign,
delegate or otherwise transfer any of its rights or obligations under this
Agreement without the consent of each other Party hereto, except as expressly
provided for otherwise in this Agreement.

13.7 Severability. If any term, provision, covenant or restriction of this
Agreement is held by a court of competent jurisdiction or other authority to be
invalid, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this Agreement shall remain in full force and
effect and shall in no way be affected, impaired or invalidated so long as the
economic or legal substance of the transactions contemplated hereby is not
affected in any manner materially adverse to any Party. Upon such a
determination, the Parties shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the parties as closely as
possible in an acceptable manner in order that the transactions contemplated
hereby be consummated as originally contemplated to the fullest extent possible.

13.8 Governing Law. This Agreement shall be governed by and construed in
accordance with the law of the State of Michigan, without regard to the
conflicts of law rules of such state. The Parties exclude the application of the
1980 United Nations Convention on Contracts for the International Sale of Goods,
if otherwise applicable.

13.9 Disputes. If a dispute arises between the Parties relating to this
Agreement, the following shall be the sole and exclusive procedure for enforcing
the terms hereof; provided, however, that a Party may seek injunctive relief
from a court where appropriate for the purpose of maintaining the status quo
while this procedure is being followed:

     (i)  The Parties promptly shall hold a meeting of senior executives with
          decision-making authority to attempt in good faith to negotiate a
          mutually satisfactory resolution of the dispute; provided that no
          Party shall be under any obligation whatsoever to reach, accept or
          agree to any such resolution; provided further, that no such meeting
          shall be deemed to vitiate or reduce the obligations and liabilities
          of the parties or be deemed a waiver by a Party hereto of any remedies
          to which such Party would otherwise be entitled.

     (ii) If the parties are unable to negotiate a mutually satisfactory
          resolution as provided above, then upon request by either Party, the
          matter shall be submitted to binding arbitration before a sole
          arbitrator in accordance with the CPR Rules, including discovery
          rules, for Non-Administered Arbitration. Within five Business Days
          after the selection of the arbitrator, each Party shall submit its
          requested relief to the other Party and to the arbitrator with a view
          toward settling the matter prior to commencement of discovery. If no
          settlement is reached, then discovery shall proceed. Upon the
          conclusion of discovery, each Party shall again submit to the
          arbitrator its requested relief (which may be modified from the
          initial submission) and the arbitrator shall select only the entire
          requested relief submitted by one Party or the other, as the
          arbitrator deems most appropriate. The arbitrator shall not select one
          Party's requested relief as to certain claims or counterclaims and the
          other Party's requested relief as to other claims or counterclaims.
          Rather, the arbitrator must only select one or the other Party's
          entire requested relief on all of the asserted claims and
          counterclaims, and the arbitrator shall enter a final ruling that
          adopts in whole such requested relief. The arbitrator shall limit
          his/her final ruling to selecting the entire


                                       20

          requested relief he/she considers the most appropriate from the
          requests submitted by the Parties.

     (iii) Arbitration shall take place in the City of Dearborn, Michigan unless
          the parties agree otherwise or the arbitrator selected by the Parties
          orders otherwise. Punitive or exemplary damages shall not be awarded.
          This Section 13.9 is subject to the Federal Arbitration Act, 28
          U.S.C.A. Section 1, et seq., or comparable legislation in non-U.S.
          jurisdictions, and judgment upon the award rendered by the arbitrator
          may be entered by any court having jurisdiction.

13.10 Counterparts; Effectiveness; Third Party Beneficiaries. This Agreement may
be signed in counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
This Agreement shall become effective as of the date first set forth above when
each Party hereto shall have received a counterpart hereof signed by the other
Party hereto. Until and unless each Party has received a counterpart hereof
signed by the other Party hereto, this Agreement shall have no effect and no
party shall have any right or obligation hereunder (whether by virtue of any
other oral or written agreement or other communication). Except as specifically
provided for herein, no provision of this Agreement is intended to confer any
rights, benefits, remedies, obligations or liabilities hereunder upon any Person
other than the Parties hereto and their respective successors and permitted
assigns under Section 13.6 or Section 7.

13.11 Right to Audit.

(a) If requested by Visteon, Newco will permit Visteon (which, for purposes of
this Section 13.11, includes its authorized representatives) to:

     (i) Examine all non-privileged pertinent documents, data and other
information relating to Newco's obligations under this Agreement, any payment
made to Newco or any claim by Newco;

     (ii) View any facility or process relating to the Components or this
Agreement, including those relating to production quality; and

     (iii) Audit any facility or process to determine compliance with the
requirements of this Agreement.

Any examination under this Section 13.11 will be conducted during normal
business hours and upon advance written notice to Newco.

(b) If requested by Visteon, Newco will use its best efforts to permit Visteon
to obtain from the subcontractors of, and vendors to, Newco the information and
permission to conduct the reviews specified in Section 13.11, regardless of any
other right Visteon may have to that information or facilities.

(c) Newco will keep all relevant documents, data and other written information
for at least two years following the termination of this Agreement.

13.12 Agreement or Consent of Newco. In regard to any agreement or consent of
Newco referenced or required under this Agreement, such agreement or consent
shall mean the agreement or consent of Newco given after the date of this
Agreement only (and not prior to the date of this Agreement).

14.  CHANGES TO GLOBAL TERMS

     The Parties acknowledge that the Global Terms allow Visteon to amend the
Global Terms from time to time. In this regard, Visteon may amend the Global
Terms that apply to Existing Agreements, but only as and to


                                       21

the extent that such amendments are intended to apply to its suppliers
generally. The Parties will discuss in good faith any such amendments.

15.  NORTH AMERICAN SOURCING COUNCIL APPROVAL.

     Visteon will, during the term of this Agreement, obtain North American
Sourcing Council approval for any sourcing (including, without limitation, any
re-sourcing or de-sourcing) action taken by it if one or more Ford Master
Agreement Workers' jobs would be impacted by such action, except to the extent:
(i) Newco notifies Visteon otherwise in writing in regard to a particular
action; or, (ii) expressly provided for otherwise in Section 6.1 (in regard to
Visteon's termination rights relating to Existing Business).

IN WITNESS WHEREOF, Newco and Visteon have caused this Agreement to be executed
in multiple counterparts by their duly authorized representatives.

VISTEON CORPORATION                     AUTOMOTIVE COMPONENTS HOLDINGS, LLC


By: /s/ James F. Palmer                 By: /s/ James F. Palmer
    ---------------------------------       ------------------------------------
Title: Executive Vice President and     Title: President
       Chief Financial Officer
Date: September 30, 2005                Date: September 30, 2005
      -------------------------------         ----------------------------------




                                       22

                                                                    Exhibit 10.6

                  INTELLECTUAL PROPERTY CONTRIBUTION AGREEMENT

     This AGREEMENT ("IP AGREEMENT") dated as of September 30, 2005 is between
Visteon Corporation, a Delaware corporation ("VISTEON"), Visteon Global
Technologies, Inc., a Michigan Corporation ("VGTI"), Automotive Components
Holdings, Inc. f/k/a VFH Holdings, Inc., a Delaware corporation, and Automotive
Components Holdings, LLC f/k/a VFH Holdings, LLC, a Delaware limited liability
company (the "COMPANY"), a wholly-owned subsidiary of Automotive Components
Holding, Inc.

                                   WITNESSETH:

     WHEREAS, Ford Motor Company, a Delaware corporation ("FORD") and Visteon
are parties to a Master Agreement (the "MASTER AGREEMENT") dated as of September
12, 2005 pursuant to which, among other things, Visteon has agreed to enter into
a Contribution Agreement (the "CONTRIBUTION AGREEMENT") with Automotive
Components Holdings, Inc., whereby, among other things, and subject to the terms
and conditions set forth therein, Visteon has agreed to contribute (or cause to
be contributed) to the Company (or one or more Subsidiaries of the Company)
certain intellectual property assets related to the Business as defined therein;
and

     WHEREAS, Visteon, VGTI, Automotive Components Holdings, Inc. and the
Company have agreed to enter into this IP Agreement setting forth the
intellectual property assets to be contributed to the Company and associated
rights and limitations thereof.

     NOW THEREFORE, in consideration of the above premises and the mutual
covenants herein contained, and for other good and valuable consideration given
by each party hereto to the other, the sufficiency and receipt of which are
hereby acknowledged, the parties hereto, for themselves, their successors and
permitted assigns, intending to be legally bound, agree as follows:

                                    ARTICLE 1
                                   DEFINITIONS

Section 1.01. Definitions. (a) Capitalized terms used but otherwise not defined
herein shall have the meanings as assigned to them in the Contribution
Agreement.

     (b) The following terms, as used herein, have the following meanings:

     "Company Only Products and Technologies" means the following products and
technologies manufactured only by the Company as of the Closing Date, for
manufacture and sale to any customer, including any improvements or developments
for currently produced products or those in the current cycle plan for Plants
which have passed the Visteon CDP Gate 2 (or equivalent) approval, except that
any such improvements or developments 1) that are subject to pre-existing
contractual obligations that prevent transfer to Company are not to be included
or 2) that are subject to a joint development


                                                                               1

agreement with non-Ford OEM's, or other suppliers, subject to mutual agreement
of inclusion, or exclusion, between the parties: Driveshafts, Catalytic
Converters, Body Stampings, Stabilizer Bars, Steering Columns, RV Steering
Gears, Steering Pumps, Seat Foam, Wiper Motors, Glass.

     "Copyrights" mean (i) any copyright in any original works of authorship in
technology fixed in any tangible medium of expression as set forth in 17 U.S.C.
Section 101 et. seq., whether registered or unregistered, including any
applications for registration thereof, (ii) any corresponding foreign copyrights
under the laws of any jurisdiction, in each case, whether registered or
unregistered, and any applications for registration thereof, and (iii) Common
Law or moral rights under the laws of any jurisdiction.

     "Core Shared Products and Technologies" means Shared Products and
Technologies for any of the following products or technologies: HVAC Air
Handling Systems, HVAC Manual Controls, Heater Cores, Radiators, Cooling Modules
(FEM), Headlamps, Rear Lamps, Cockpit Modules, Instrument Panels, Consoles, Door
Panels/Trim, Glove Box, Sys/Finish Panel/Defroster Grilles, Air Induction
Systems.

     "Derivative Work" means a work of authorship based on one or more
preexisting works, including, without limitation, a translation, condensation,
transformation, expansion or adaptation, which, if prepared without
authorization of the owner of the copyright of such preexisting work, would
constitute a copyright infringement. The term "Derivative Work" does not include
the preexisting work upon which the Derivative Work is based.

     "Engineering Design Tools" means product specific tools or data (software
or hardcopy) specifically designed or utilized to design, model, simulate, or
visualize the product or process used to make the product including all
supporting documentation for such tools. Examples may include: CAD, CAE, CAM,
Knowledge Based Engineering applications and Engineering Design Manuals or Check
Lists. Specifically excluded from this definition are standard computer design
tools and software which are covered under the Software License and Contribution
Agreement. All of the Engineering Design Tools listed in any Attachment to an
Appendix are subject to the terms of any preexisting contracts. Such Engineering
Design Tools are provided on an "as-is" basis, without any commitments by either
party that maintenance or any other support will be provided in the future.

     "Invention Disclosure" means a disclosure of an invention which (i) is
written for the purpose of recording the conception or reduction to practice of
an invention, and (ii) is maintained with a control number in the owning party's
records.

     "Joint Venture Company" means a company in which Visteon or one or more of
its Subsidiaries or Affiliates owns or controls, directly or indirectly, more
than 33% of the voting shares or other equity interest.


                                                                               2

     "Mask Work Rights" means (i) any rights in mask works as defined in 17
U.S.C. Section 901, whether registered or unregistered, including applications
for registration thereof, and (ii) any foreign rights in semiconductor
topologies under the laws of any jurisdiction, whether registered or
unregistered, including applications for registration thereof.

     "Non-Core Shared Products and Technologies" means Shared Products and
Technologies for any of the following products or technologies: Axles, Power
Take-off Unit (PTU), Manual Steering Gears, HPAS Steering Gears, Ignition
Systems, Air Charging Assemblies, Throttle Bodies, Fuel Charge Assemblies, Fuel
Injectors, Air/Fuel Charging Assemblies, Integrated Air/Fuel Modules, Fuel
Pumps.

     "Non-Patented Product Design IP and Manufacturing IP" means all (1)
research, product designs, technological models, algorithms, manufacturing
processes, design processes, behavioral models, logic diagrams, schematics, test
vectors, know-how, computer and electronic data processing and other apparatus
programs and software (object code and source code), optical, hydraulic and
fluidic apparatus and processes, chemical processing, databases and
documentation thereof, technical information, data, specifications, drawings,
records, documentation, mask works, Invention Disclosures, works of authorship
or other creative works, or websites, all of which exist at the Closing Date,
and (2) Trade Secrets, Mask Work Rights, and Copyrights, related to those items
described in (1) above and which exist at the Closing Date, for which Visteon
has the right to assign or to grant licenses, including those stated in the
Appendices hereof. Such Non-Patented Intellectual Property is provided on an
"as-is" basis, without any commitments by either party that maintenance or any
other support will be provided in the future.

     "Patents" means those worldwide patents (including patents of importation,
patents of confirmation, patents of improvement, patents and certificates of
addition and utility model patents, as well as divisions, reissues,
continuations, continuations-in-part, reexamination certificates, renewals and
extensions of any of the foregoing), pending patent applications, Invention
Disclosures submitted prior to the Closing Date and patent applications based
thereon and patents which may issue from such applications after the Closing
Date for which Visteon has the right to assign or to grant licenses and which
are identified in the Appendices hereof.

     "Region" means any one country of a group in North America, South America,
Europe, Africa and Asia Pacific (including but not limited to China, Korea,
Japan, Viet Nam, Australia and India).

     "Shared Products and Technologies" means products made at both Visteon and
Plants as of the Closing Date, for manufacture and sale to any customer,
including any improvements or developments for currently produced products or
those in the current cycle plan for Plants which have passed the Visteon CDP
Gate 2 (or equivalent) approval, except that any such improvements or
developments 1) that are subject to pre-existing contractual obligations that
prevent transfer to Company or one of its Affiliates


                                                                               3

or Subsidiaries are not to be included or 2) that are subject to a joint
development agreement with non-Ford OEM's, or other suppliers, subject to mutual
agreement of inclusion, or exclusion, between the parties.

     "Trademarks" means trademarks, service marks and trade names.

     "Trade Secrets" means business and technical methods, processes,
information, compilations and know-how that are not publicly known and which
give the owner a competitive advantage in its business. Such Trade Secrets are
provided on an "as-is" basis, without any commitments by either party that
maintenance or any other support will be provided in the future.

                                    ARTICLE 2
                                  CONTRIBUTION

     Section 2.01. Contribution. Visteon and VGTI hereby transfer and deliver,
or cause to be transferred and delivered, to the Company (or one or more
Subsidiaries of the Company formed pursuant to the Contribution Agreement as the
Company may designate prior to the Closing) at the Closing the Licensed
Intellectual Property Rights and Owned Intellectual Property Rights as set forth
in the Appendices attached hereto, subject to the rights and limitations set
forth therein, as a capital contribution, free and clear of all Liens, other
than Permitted Liens.

     Section 2.02. Visteon and VGTI hereby transfer and contribute to the
capital of the Company their entire right, title, and interest in and to any and
all causes of action and rights of recovery for past infringement of the
Licensed Intellectual Property Rights and Owned Intellectual Property Rights
assigned to the Company in Section 2.01 above.

     Section 2.03. The transfers provided in this Article 2 are subject to
existing and contingent obligations Visteon and VGTI may have under contracts
with third parties. As soon as practicable after execution of the Contribution
Agreement, Visteon, VGTI and the Company will review and take action using
commercially reasonable efforts consistent with Section 2.05 of the Contribution
Agreement to modify those contracts which are affected by the transfers provided
in this Article 2, and take such actions as are necessary to reflect Company
ownership, including transfer to the Company of the right to receive royalty
payments where required.

     Section 2.04. Upon request by the Company, all documents and papers shall
be executed, and all commercially reasonable assistance shall be furnished by
Visteon and VGTI to enable the Company to obtain and perfect any and all rights
assigned to the Company in Section 2.01 above. Such assistance shall include,
but not be limited to, assistance needed to: (1) establish in the Company title
to Engineering Design Tools, Non-Patented Intellectual Property, Patents and
Trademarks; (2) enable the Company to apply for United States and foreign
patents; (3) enable the Company to apply for United States and foreign copyright
registrations; (4) enable the Company to apply for United States and


                                                                               4

foreign Trademark registrations; (5) enable the Company to prosecute, protect,
and enforce any rights assigned herein; and (6) enable the Company to grant
appropriate warranties of ownership when it licenses the subject matter
transferred herein to third parties.

     Section 2.05. It is acknowledged by the parties that Visteon acquires
rights in intellectual property from third parties through its purchase orders
and other contracts that may include sublicense rights that are extendable to
others. In the event the Company is confronted with infringement claims by third
parties that could be offset or settled by the grant of a sublicense or
extension of other rights or protections from Visteon, Visteon agrees to grant
such sublicenses, rights or protections under terms that are agreeable to the
parties. To the extent allowable under such contracts and provided there is no
adverse effect to Visteon, Visteon shall sublicense any such rights to the
Company at a commercially reasonable rate established during good faith
negotiations. This agreement to sublicense is non-transferable upon the sale of
the business to a third party unless such third party is Ford Motor Company or
its Affiliates (including Mazda).

     Section 2.06. Notwithstanding the definitions used in Article 1 herein,
each party and its Affiliates have the right to retain and use documents and
things that describe or contain any Non-Patented Intellectual Property of the
other party or Affiliate that it rightfully has in its possession after the
Closing Date, provided that such copies and things shall be subject to the
rights and limitations as specified in the Appendices attached hereto and the
confidentiality obligations of Article 5 herein.

     Section 2.07. Implied Licenses for Purchased Parts. Visteon and VGTI agree
to not assert against the Company or a customer of the Company any intellectual
property right owned by Visteon or VGTI for the manufacture, use or sale of
products covered by such intellectual property right, provided that such
products are used in systems or assemblies manufactured by or for the Company
(pursuant to the rights and limitations of this IP Agreement) and are purchased
from the then current Visteon suppliers used by Visteon to supply such products
for such systems or assemblies. Visteon shall provide reasonable notice to the
Company of any change in supplier of such products. The Company shall have a
commercially reasonable period in which to change to the newly selected Visteon
supplier.

                                    ARTICLE 3
                                  CONSIDERATION

     Section 3.01. Consideration. The contributions made herein to the Company
are made by Visteon and VGTI pursuant to the obligations under the Contribution
Agreement and in consideration set forth therein.



                                                                               5


                                    ARTICLE 4
                          REPRESENTATION AND WARRANTIES

     Section 4.01. Representations and Warranties. The parties agree that all
representations and warranties relating to matters contemplated herein are set
forth in the Contribution Agreement.

                                    ARTICLE 5
                                 CONFIDENTIALITY

     Section 5.01. Confidentiality. Visteon, VGTI and the Company each agree to
hold in confidence, and to use only as permitted by the licenses granted by this
Agreement, all Non-Patented Intellectual Property, Engineering Design Tools and
other information designated by the disclosing party in writing or by
appropriate stamp or legend as "CONFIDENTIAL" or some similar marking of like
importance, or where the nature of the information is such that a reasonable
person who deals with such information would believe that a party intends or is
obligated to maintain it as confidential (hereinafter "Confidential
Information"). The receiving party agrees to use the same degree of care, but no
less than a reasonable degree of care, to prevent the unauthorized use and
disclosure of the Confidential Information to third parties, specifically
including Ford Motor Company, as it uses to protect its own confidential
information of like importance. Except as specified below, the obligations of
this Section 5.01 shall terminate on December 31, 2009, after which the party
having received the Confidential Information shall limit further disclosure in
the same manner as that party protects its own confidential information of like
importance.

     Section 5.02. Notwithstanding any other provision of this Agreement, the
obligations of restricted disclosure and use specified herein will not apply to
Confidential Information which:

(a)  is available as of the Closing Date or later becomes available to the
     public without breach of this Agreement; or

(b)  is authorized for release in writing by the disclosing party prior to the
     applicable disclosure; or

(c)  is lawfully obtained from a third party or parties without a duty of
     confidentiality; or

(d)  is disclosed to a third party by the disclosing party without a similar
     duty of confidentiality; or

(e)  is at any time developed by the receiving party independently of any
     related disclosure(s) from the disclosing party.

     Section 5.03. With regard to any Confidential Information disclosed
pursuant to this Agreement, the receiving party shall not be liable for
unauthorized disclosure of such Confidential Information pursuant to judicial
action or governmental regulations or requirements, provided that the receiving
party notifies the disclosing party of the need for such disclosure within a
reasonable period of time before such disclosure is required.


                                                                               6

     Section 5.04. Notwithstanding any other provisions of this Article 5, and
provided it is not otherwise restricted under this Agreement, disclosure of
Confidential Information by a licensed party under this Agreement to a third
party will be permitted only to the extent necessary to carry out the license
grants herein, and only after such third party agrees to adhere to
confidentiality provisions at least as restrictive as those adhered to by the
receiving party under this Agreement and to use such Confidential Information
only to provide products to, or purchase products from, the receiving party
herein.

     Section 5.05. With respect to Confidential Information that includes
software of the type embedded in a product or associated tools, disclosure by a
receiving party under this Agreement to a third party will be permitted only to
the extent necessary to carry out the license grants herein, and further
provided that such third party agrees to: protect such software for a period of
at least five (5) years from date of disclosure; use such software only to
provide products to, or design, test and manufacture products for, or purchase
products from, the licensed party herein; and limit access to its employees
having a need to use such software to provide products to, or design, test and
manufacture products for, or purchase products from, the licensed party herein.

                                    ARTICLE 6
                                     NOTICE

     Section 6.01. Notice. All notices and other communications hereunder shall
be in writing and shall be deemed to have been duly given when delivered in
person, by telecopy with answer back, by express or overnight mail delivered by
a nationally recognized air courier (delivery charges prepaid), by registered or
certified mail (postage prepaid, return receipt requested) or by e-mail with
receipt confirmed by return e-mail to the respective parties as follows:

if to the Company:

     Ford Motor Company
     Office of the Secretary
     One American Road
     11th Floor World Headquarters
     Dearborn, Michigan 48126
     Facsimile No.: (313) 248-8713
     E-mail: psherry@ford.com

with a copy to:

     FORD Global Technologies, Inc.
     One Parklane Blvd. Suite 600 East
     Dearborn, Michigan 48126
     Attention: President and CEO
     Telecopy: (313) 322 7162
     E-mail: wcoughli@ford.com



                                                                               7

if to Visteon or VGTI:

     VISTEON Global Technologies, Inc.
     One Village Center Drive
     Van Buren Township, Michigan 48111
     Attention: Chief Intellectual Property Counsel
     Telecopy: (734) 736-5560
     E-mail: sconfer@visteon.com

or to such other address as the Party to whom notice is given may have
previously furnished to the other in writing in the manner set forth above. Any
notice or communication delivered in person shall be deemed effective on
delivery. Any notice or communication sent by e-mail, telecopy or by air courier
shall be deemed effective on the first Business Day following the day on which
such notice or communication was sent (provided that a confirming copy is
dispatched by regular mail on the same date as such e-mail or telecopy
communication is sent). Any notice or communication sent by registered or
certified mail shall be deemed effective on the fifth Business Day following the
day on which such notice or communication was mailed. As used in this Section
6.01, "Business Day" means any day other than a Saturday, a Sunday, Nationally
Observed holiday or a jointly observed Company/Visteon holiday.

                                    ARTICLE 7
                                  MISCELLANEOUS

     Section 7.01. Obligation to Disclose Technology. Visteon and VGTI each
agree to put forth a good faith effort to deliver copies of documents and
information requested by the Company as part of the Engineering Design Tools and
Non-Patented Intellectual Property and to give full enabling effect to the
licenses granted hereunder, provided that the Company agrees to pay for the
reasonable administrative costs for copying and delivering the requested copies
of documents and information. The foregoing obligation to copy and deliver the
requested documents and information shall terminate for any requests
communicated after April 1, 2006.

     Section 7.02. Inadvertent Omissions: Visteon and VGTI have used good faith
efforts to identify all Licensed Intellectual Property Rights and Owned
Intellectual Property Rights to be transferred to the Company as required by the
Contribution Agreement. To the extent any Licensed Intellectual Property Rights
and Owned Intellectual Property Rights are discovered or identified at any time
before or after the Closing Date which had they been discovered or identified
prior to the date hereof would


                                                                               8

have been transferred to Company at Closing pursuant to the Contribution
Agreement but are still in Visteon's or any of Visteon's Affiliates' possession,
Visteon shall immediately transfer and promptly deliver them (or cause them to
be delivered) to the Company or the appropriate Subsidiary of the Company
according to the appropriate grant in the Appendices attached hereto.

To Visteon's knowledge, the appendices and attachments hereto include all
Licensed Intellectual Property Rights and Owned Intellectual Property Rights
existing as of June 15, 2005 to be contributed to the Company. The parties agree
that within 30 days after Closing, they will cooperate and identify all other
Licensed Intellectual Property Rights and Owned Intellectual Property Rights to
be contributed to the Company pursuant to this Agreement that are conceived,
created, developed, or identified for contribution between June 15, 2005 and
Closing. The parties agree that such Licensed Intellectual Property Rights and
Owned Intellectual Property Rights will be added to the appropriate appendix
herein. In the event that new circumstances exist at Closing that affect the
original disposition of an asset pursuant to this Agreement, the parties will
meet and mutually agree to the correct disposition of such asset.

     Section 7.03. Defensive Protection Measures. For a period of five (5) years
from the Closing Date, the parties shall cooperate reasonably and in good faith,
to the extent consistent with each party's own business objectives and
agreements with third parties, in the event that either party is involved in
technology litigation or other controversies in which it would be helped in some
way by the other party's relevant knowledge. Such cooperation may include, by
way of example, cooperation with respect to knowledge of prior art. This
agreement to cooperate is non-transferable upon the sale of the business to a
third party unless such third party is Ford Motor Company or its Affiliates
(including Mazda).

     Section 7.04. Transferability. (A) To the extent permitted in this IP
Agreement or in the Appendices attached hereto, the Company's obligations and
limitations set forth therein may be transferred to third parties, provided
however, that such third parties must agree to assume, in writing, all of the
Company's obligations as stated therein.

     (B) Either party may source a product produced at a facility under the
licenses granted herein to additional facilities in accordance with the terms of
this Agreement. The Licensed Intellectual Property Rights and Owned Intellectual
Property Rights granted herein that are necessary for the manufacture and sale
of such product shall be transferable, if allowed hereunder, to a purchaser of
each such facility but only if each such facility to be transferred to a
purchaser produces or is sourced to produce, through an executed, commercial
sourcing agreement, at least 35% of the total volume per period of such product
manufactured by the selling party at the time of the first sale of any such
facility producing such product. In the event that such production or sourcing
at such facility is less than 35% of the total volume of such product at the
time of sale, then such Licensed Intellectual Property Rights and Owned
Intellectual Property Rights are not transferable, except to Ford, without the
consent of the other party. Considerations for consent include, but are not
limited to, changes in industry volume, major technology


                                                                               9

shifts affecting the particular products and other commercial considerations
relevant at the time.

     (C) Notwithstanding anything to the contrary in the Appendices attached
hereto, any licenses granted herein by VGTI to Company shall be sublicensable by
Company as follows: provided that Company does not itself manufacture products
or perform services covered by a license grant but is wholly owned by an entity
that 1) manufactures products or performs services covered by a license grant,
then Company shall be entitled to grant a sublicense to such entity or its
Subsidiary on identical terms as provided herein except that such sublicensee
shall not have any right to grant a further sublicense under any conditions. In
the event that Company does not itself manufacture products or perform services
covered by a license grant but has another Subsidiary of which it controls a
majority interest that does manufacture products or perform services covered by
a license grant, Visteon agrees to negotiate in good faith the grant of a
sublicense by the Company to such Subsidiary, except that such sublicensee shall
not have any right to grant a further sublicense under any conditions.

     Section 7.05. Assignability. Except to the extent expressly prohibited by
this IP Agreement, either party may, directly or indirectly, in whole or in
part, whether by operation of law or otherwise, assign or transfer this
Agreement, without the other party's prior written consent. Without limiting the
foregoing, this IP Agreement will be binding upon and inure to the benefit of
the parties and their permitted successors and assigns.

     Section 7.06. Other Terms. All other terms and conditions of the
Contribution Agreement, to the extent they do not conflict with the terms and
conditions of this IP Agreement, are incorporated into this IP Agreement. In the
event of a conflict of terms, the terms of this IP Agreement shall control.

     Section 7.07. Counterparts. This IP Agreement may be executed in two or
more counterparts, all of which, taken together, shall be considered to be one
and the same instrument.


                                                                              10

                                    ARTICLE 8
                              TERM AND TERMINATION

     Section 8.01. This Agreement will terminate upon the expiration date of the
last-to-expire of the intellectual property rights that are the subject of
Section 2.01 above.

     Section 8.02. Either party may terminate this Agreement upon ninety (90)
days written notice to the other for failure to fulfill any obligations
hereunder; provided, however, if during the ninety (90) day period such
obligations have been fulfilled, this Agreement shall continue in full force and
effect as it would have done had such notice not been given.

     WHEREFORE, the parties have signed this Intellectual Property Contribution
Agreement.

VISTEON CORPORATION                     VISTEON GLOBAL TECHNOLOGIES, INC.


By: /s/ James F. Palmer                 By: /s/ James F. Palmer
    ---------------------------------       ------------------------------------
Name:   James F. Palmer                 Name:   James F. Palmer
      -------------------------------         ----------------------------------
Title:  Executive Vice President and    Title:  Vice President
        Chief Financial Officer                ---------------------------------
       ------------------------------

AUTOMOTIVE COMPONENTS HOLDINGS, LLC     AUTOMOTIVE COMPONENTS HOLDINGS, INC.


By: /s/ James F. Palmer                 By: /s/ James F. Palmer
    ---------------------------------       ------------------------------------
Name:   James F. Palmer                 Name:   James F. Palmer
      -------------------------------         ----------------------------------
Title:  President                       Title:  President
       ------------------------------          ---------------------------------


                                                                              11

                                                                    Exhibit 10.7

                   SOFTWARE LICENSE AND CONTRIBUTION AGREEMENT

     This SOFTWARE AGREEMENT ("Software Agreement") dated as of September 30,
2005 is made by and among VISTEON CORPORATION, a Delaware corporation
("Visteon"), VISTEON GLOBAL TECHNOLOGIES, INC., a Michigan Corporation ("VGTI"),
and AUTOMOTIVE COMPONENTS HOLDINGS, INC., a Delaware corporation (the
"Company"), and shall be effective as of the closing of the Contribution
Agreement (as defined below) (such time, the "Effective Time"). Visteon and the
Company are each individually referred to herein as a "Party," and collectively,
as the "Parties."

                                   WITNESSETH:

     WHEREAS, Visteon and the Company have entered into a Contribution Agreement
dated as of September 12, 2005 (the "Contribution Agreement") pursuant to which,
among other things, Visteon has transferred (or caused to be transferred) to
Automotive Components Holdings, LLC, a Delaware limited liability company and
wholly owned subsidiary of the Company ("ACH LLC"), certain intellectual
property and software assets related to the Business (as defined in the
Contribution Agreement);

     WHEREAS, Visteon, VGTI, the Company and ACH LLC have entered into,
concurrently with the execution and delivery of this Agreement, an Intellectual
Property Contribution Agreement (the "IP Agreement") setting forth intellectual
property assets to be contributed to ACH LLC and associated rights and
limitations thereof;

     WHEREAS, Visteon and ACH LLC have entered into, concurrently with the
execution and delivery of this Agreement, a Master Services Agreement (the
"Master Services Agreement"), whereby certain Services (as defined in the Master
Services Agreement) will be provided by Visteon to ACH LLC, its Affiliates, Ford
Motor Company and certain ACH Buyers (as defined herein); and

     WHEREAS, it is a condition of the Contribution Agreement that Visteon, VGTI
and the Company enter into this Software Agreement, which sets forth the terms
and conditions under which certain software will be contributed or licensed by
Visteon and VGTI to the Company, its Affiliates and certain ACH Buyers as of the
Effective Time.

     NOW THEREFORE, in consideration of the above premises and the mutual
covenants herein contained, and for other good and valuable consideration given
by each party hereto to the other, the sufficiency and receipt of which are
hereby acknowledged, the parties hereto, for themselves, their successors and
permitted assigns, intending to be legally bound, agree as follows:


                                        1

                                   ARTICLE 1.
                                   DEFINITIONS

Section 1.01 Definitions.

     Capitalized terms set forth in this Agreement (including any plurals) shall
have the meanings set forth in this in Article 1 when such terms are used in
this Agreement. Capitalized terms used herein or not otherwise defined shall
have the meanings ascribed to them in the Contribution Agreement.

     "Confidential Information" has the meaning set forth in Section 5.01.

     "Consent Expenses" means any costs and expenses incurred by Visteon, other
than Transfer Fees, associated with obtaining any necessary consents,
permissions and waivers required for Visteon to make the contribution and grant
of licenses granted to any of the Company, ACH LLC and Ford under and during the
term of this Software Agreement.

     "Contributed Software" means Contributed Visteon Owned Software and
Contributed Third Party Software.

     "Contributed Software Infringement Claims" has the meaning set forth in
Section 2.03.

     "Contributed Third Party Software" has the meaning set forth in Section
2.02.

     "Contributed Visteon Owned Software" has the meaning set forth in Section
2.01.

     "Derivative Work" means a work of authorship based on one or more
preexisting works, including, without limitation, a translation, condensation,
transformation, expansion or adaptation, which, if prepared without
authorization of the owner of the copyright of such preexisting work, would
constitute a copyright infringement. The term "Derivative Work" does not include
the preexisting work upon which the Derivative Work is based.

     "Licensed Services Software" has the meaning set forth in Section 3.03.

     "Licensed Software" means Licensed Visteon Owned Software, Licensed Visteon
Third Party Software and Licensed Services Software.

     "Licensed Visteon Owned Software" has the meaning set forth in Section
3.01.

     "Licensed Visteon Third Party Software" has the meaning set forth in
Section 3.02.

     "Manuals and Documentation" means all design specifications, operating
manuals, user manuals, operating instructions and other information, in written
or electronic form, for operation of any Software.

     "Services" shall have the meaning ascribed thereto in the Master Services
Agreement.

     "Software" means computer programs, whether represented in object code,
source code, or any other format, as well as any customization of such programs
and any modifications,


                                        2

enhancements, updates, upgrades, Derivative Works or subsequent releases
thereto, but excluding any such computer programs, whether represented in object
code, source code, or any other format, as well as any customization of such
programs and any modifications, enhancements, updates, upgrades or subsequent
releases thereto included in Engineering Design Tools or Non-Patented Product
Design IP and Manufacturing IP as set forth in the IP Agreement.

     "Third Party Software" has the meaning set forth in Section 7.02.

     "Transfer Fees" means any fees paid to a third-party software licensor that
are necessary for Visteon to make the contributions made and grant the licenses
to the Company granted under this Software Agreement.

     "Visteon Licensed Software" shall have the meaning ascribed thereto in the
Master Services Agreement.

     "Visteon Owned Software" shall have the meaning ascribed thereto in the
Master Services Agreement.

     "ACH Buyer" shall have the meaning ascribed thereto in the Master Services
Agreement.

                                   ARTICLE 2.
              CONTRIBUTION OF SOFTWARE USED SOLELY FOR THE BUSINESS

Section 2.01 Contribution of Visteon Owned Software Used Solely for the
Business.

     Except as otherwise provided in Section 2.02 of the Contribution Agreement,
upon the terms and subject to the conditions of this Agreement (including
Section 7.02 below), Visteon and VGTI agree to convey, transfer, assign and
deliver, or cause to be conveyed, transferred, assigned and delivered, to ACH
LLC (a direct, wholly-owned Subsidiary of the Company), or one or more other
Subsidiaries of the Company as the Company may designate prior to the Closing,
at (and not before) the Closing as a capital contribution, free and clear of all
Liens, other than Permitted Liens, all of Visteon's and VGTI's right, title and
interest in, and to the Software owned (and not licensed) by Visteon, together
with all existing maintenance and support obligations for such Software, that is
used solely (i) for the operation of, or (ii) to support, the Business
(collectively the "Contributed Visteon Owned Software") as the same shall exist
on the Closing Date. Contributed Visteon Owned Software shall not include
Contributed Third Party Software, Licensed Visteon Third Party Software and
Licensed Visteon Owned Software. Subject to Section 7.03 herein, all Contributed
Visteon Owned Software is set forth in Schedule 1 hereof.

Section 2.02 Contribution of Certain Visteon Licensed Software Used Solely for
the Business.

     Except as otherwise provided in Section 2.02 of the Contribution Agreement,
upon the terms and subject to the conditions of this Agreement (including
Section 7.02 below), Visteon and VGTI agree to convey, transfer, assign and
deliver, or cause to be conveyed, transferred, assigned and delivered, to ACH
LLC (a direct, wholly-owned Subsidiary of the Company), or one or more other
Subsidiaries of the Company as the Company may designate prior to the


                                        3

Closing, at (and not before) the Closing as a capital contribution, free and
clear of all Liens, other than Permitted Liens, all of Visteon's and its VGTI's
right, title and interest in, to the Software licensed (as opposed to owned) by
Visteon, together with all existing prepaid maintenance and support for such
Software, (a) that is used solely (i) for the operation of, or (ii) to support
of the Business, or (b) that is held under user, site or other forms of
divisible licenses or ownership, as opposed to non-divisible or concurrent
licenses held by Visteon, and the divisible portion thereof is used solely (i)
for the operation of, or (ii) to support the Business (collectively "Contributed
Third Party Software"), as the same shall exist on the Closing Date. Contributed
Third Party Software shall not include Contributed Visteon Owned Software,
Licensed Visteon Third Party Software and Licensed Visteon Owned Software.
Subject to Section 7.03 herein, all Contributed Third Party Software is set
forth in Schedule 2 hereof.

Section 2.03 Infringement Claims and Actions.

     With respect to the Contributed Visteon Owned Software and Contributed
Third Party Software only, and except as otherwise provided in Section 2.02 of
the Contribution Agreement, upon the terms and subject to the conditions of this
Agreement (including Section 7.02 below), Visteon and VGTI agree to convey,
transfer, assign and deliver, or cause to be conveyed, transferred, assigned and
delivered, to ACH LLC (a direct, wholly-owned Subsidiary of the Company), or one
or more other Subsidiaries of the Company as the Company may designate prior to
the Closing, at (and not before) the Closing as a capital contribution, free and
clear of all Liens, other than Permitted Liens, all of Visteon's and VGTI's
right, title and interest in (i) all intellectual property, and (ii) all causes
of action and rights of recovery for past infringement of the intellectual
property, to the extent such intellectual property, causes of action and right
of recovery are owned by Visteon and VGTI and are associated solely with the
Contributed Visteon Owned Software and Contributed Third Party Software
(collectively "Contributed Software Infringement Claims") as the same shall
exist on the Closing Date. For the avoidance of doubt, Contributed Software
Infringement Claims shall not include any causes of action or rights of recovery
of Visteon and VGTI with respect to Licensed Visteon Third Party Software and
Licensed Visteon Software.

Section 2.04 Manuals and Documentation.

     To the extent Visteon and VGTI possess Manuals and Documentation related to
the Contributed Visteon Software and the Contributed Third Party Software,
Visteon and VGTI shall provide such Manuals and Documentation to the Company.

Section 2.05 Transfer or Assignment of Contributed Software and Infringement
Claims.

     As soon as practicable after execution of this Software Agreement, and
subject to the terms and conditions of this Agreement, Visteon, VGTI and the
Company will (i) review and prepare proposed modifications to those contracts
that are affected by the transfers provided in this Article 2. The Parties will
then seek consent from any third party licensors affected by such proposed
modifications, and, (ii) in accordance with any requirements of such third party
licensors, shall take such actions as are necessary to establish and reflect the
Company ownership, including transfer to the Company of the right to receive
royalty payments where required.


                                        4

Section 2.06 Consideration.

     The contributions made pursuant to this Article 2 and the grant of the
licenses set forth in Article 3 below to the Company are made by Visteon and
VGTI pursuant to the obligations under the Contribution Agreement and in
consideration set forth therein.

                                   ARTICLE 3.
                                SOFTWARE LICENSES

Section 3.01 Licensed Visteon Owned Software.

     Subject to Article 5 and Section 7.02 below, Visteon and VGTI hereby grant
to the Company and the Company hereby accepts, a nonexclusive, paid-up,
perpetual, royalty-free, worldwide, license or sublicense, severable and
separately assignable only as permitted under the Section 3.04 herein, including
the rights and license to use, perform, display, copy, obtain services and to
prepare Derivative Works, to all Visteon Owned Software (other than Contributed
Visteon Owned Software) that is used by Visteon (i) for the operation of, or
(ii) to support the Business, as the same shall exist on the Closing Date
("Licensed Visteon Owned Software"). Such license shall include the right of the
Company to grant a sublicense to the Company's Subsidiaries and to Ford Motor
Company for so long as the Company remains a subsidiary of Visteon or is
controlled by Ford or an Affiliate thereof ("Ford"). Licensed Visteon Owned
Software shall not include Contributed Visteon Owned Software, Contributed Third
Party Software, and Licensed Visteon Third Party Software. Subject to Section
7.03, all Licensed Visteon Owned Software is set forth in Schedule 3 hereof.

Section 3.02 Licensed Visteon Third Party Software.

     Subject to Section 3.04, Section 3.07(b), Article 5 and Section 7.02 below,
Visteon and VGTI hereby grant to the Company (which such license shall include
the right to grant sublicenses to the Company's Subsidiaries and to Ford for so
long as the Company remains a subsidiary of Visteon or is controlled by Ford),
and the Company hereby accepts, a non-exclusive, paid-up, royalty free license
or sub-license, as applicable, severable and separately assignable, to access,
use, perform, display prepare Derivative Works and/or reproduce, for the
Company's internal business purposes the Visteon Licensed Software, together
with all existing prepaid maintenance and support for such Visteon Licensed
Software, (a) that is used by Visteon (i) for the operation of, or (ii) to
support of the Business, and (b) that is held by Visteon under non-divisible or
concurrent licenses and used by Visteon (i) for the operation of, or (ii) to
support the Business, as the same shall exist on the Closing Date, other than
included in Contributed Visteon Owned Software, Contributed Third Party
Software, and Licensed Visteon Owned Software ("Licensed Visteon Third Party
Software"). Subject to Section 7.03, all Licensed Visteon Third Party Software
is set forth in Schedule 4 hereof. All prepaid fees for software maintenance and
licensing agreements relating to Licensed Visteon Third Party Software existing
as of the date hereof are set forth in reasonable detail on Schedule 5 hereof.


                                        5

Section 3.03 Licensed Services Software.

     Subject to Section 3.04, Section 3.07(b), Article 5 and Section 7.02 below,
and solely to the extent necessary to permit the Company to receive the Services
under the Master Services Agreement, Visteon hereby grants to the Company (which
such license shall include the right to grant sublicenses to the Company's
Subsidiaries and to Ford for so long as the Company remains a subsidiary of
Visteon or is controlled by Ford), and the Company hereby accepts, a
non-exclusive, paid-up, royalty free license or sub-license, as applicable,
severable and separately assignable only as permitted under Section 3.04 herein,
to access, use and/or reproduce, for the Company's internal business purposes,
the Visteon Licensed Software and Visteon Owned Software that is used by Visteon
to provide the Services, other than included in Contributed Visteon Owned
Software, Contributed Third Party Software, Licensed Visteon Owned Software and
Licensed Visteon Third Party Software ("Licensed Services Software"). The term
of the license granted in this Section 3.03 is set forth in Section 3.10.

Section 3.04 Sublicenses to ACH Buyers and Ford.

     (a) Subject to Section 3.07(b) and Article 5 below, the Company may grant
to a ACH Buyer who satisfies Section 3.3 of the Master Services Agreement a
nonexclusive, nontransferable license to the Licensed Software with rights
equivalent to those set forth in Section 3.01, Section 3.02 and Section 3.03
hereof, as applicable, provided, however, that any such ACH Buyer (i) shall not
have the right to further sublicense any such Licensed Software, and (ii) may
use such Licensed Software solely for the internal business purposes of such ACH
Buyer.

     (b) During the term of the licenses granted under this Article 3, and only
in connection with the transfer of any Plant(s) by the Company to Ford, the
Company may sublicense or assign all or a portion of the Licensed Software to
Ford. In the event of a sublicense or an assignment, the terms of such
sublicense shall be granted to the same extent and under the same terms as
provided to the Company hereunder, except that the restrictions set forth in
Section 3.04(a)(i) and (ii) above shall apply.

     (c) As part of any sublicense or assignment permitted under this Section
3.04, each such ACH Buyer or Ford, as appropriate, must agree to assume, as part
of such sublicense or assignment, the Company's obligations arising after the
effective date of such sublicense or assignment with respect to the Software
that is the subject of such sublicense or assignment as set forth herein. In
addition, Visteon shall either be expressly designated as a third party
beneficiary of, or shall be a party to, any such assignment or sublicense
agreement.

Section 3.05 Manuals and Documentation.

     To the extent Visteon and VGTI possess Manuals and Documentation related to
the Contributed Software, Visteon and VGTI shall provide such Manuals and
Documentation to the Company.


                                        6

Section 3.06 Ownership and Transfer or Assignment of Licensed Software.

     Subject to the agreement herein to transfer Contributed Software, the
Company agrees that it will not make any claim of ownership to any right, title
or interest to the Licensed Software or copies thereof contrary to Visteon's or
VGTI's claim of ownership or to Visteon's or VGTI's rights to grant licenses for
the Licensed Software.

Section 3.07 Copy and Use Restrictions.

     (a) The Company may copy the Licensed Software as reasonably necessary for
backup, archival or disaster recovery purposes. The Company and ACH Buyer(s) may
reproduce printed Manuals and Documentation in their entirety for internal use
only.

     (b) The Company agrees that it will not use the Licensed Software except as
authorized herein, and, except as expressly permitted under Section 3.02,
Section 3.03 and Section 3.04 with respect to Ford or to ACH Buyer(s), that it
will not make Licensed Software available for use by or for the direct benefit
of any third person, corporation, customer or other entity, except to the extent
necessary to use such Licensed Software for the Company's benefit. The Company
acknowledges that the licenses granted to Licensed Visteon Third Party Software,
Licensed Services Software and the Contributed Third Party Software are subject
to existing restrictions and limitations on use as set forth in underlying
agreements with third party licensors. Accordingly, the Company agrees (and
shall cause all ACH Buyers and Ford to agree in connection with the transfer or
sublicense of any such software) to use the software in accordance with the
terms of such agreements to the extent the applicable terms as expressly set
forth in such agreement are made available to the Company by Visteon.

     (c) The Company, at its sole cost and expense, may obtain the services of a
third party vendor to maintain the Licensed Visteon Owned Software and Licensed
Visteon Third Party Software, provided (i) Visteon is notified of the identity
of the third party vendor, and (ii) the third party vendor signs an agreement
that is mutually agreeable to the Parties (including either expressly
designating Visteon as a third party beneficiary of, or including Visteon as a
party to, any such agreement) and sends a copy thereof to Visteon.

Section 3.08 Delivery of Software.

     Subject to Section 7.02 of this Software Agreement, Contributed Software
will be delivered to the Company at Closing.

Section 3.09 License to Visteon.

     Subject to Article 5 below, the Company hereby grants to Visteon, solely to
provide the Services to the Company, a worldwide, royalty-free, non-exclusive,
paid-in-full, and non-transferable (except in the event of the assignment of all
of Visteon's rights, duties and obligations under the Master Services Agreement
to a wholly-owned subsidiary of Visteon as permitted thereunder) right and
license to have access to, operate, use, modify, alter and create Derivative
Works of the Software, Documentation and Manuals owned by the Company during the
Term of the Master Services Agreement, all of which shall remain the sole and
exclusive property of the Company or the applicable third party licensor, as
appropriate.


                                        7

Section 3.10 Term and Termination of License to Licensed Services Software.

     The term and termination of the license granted in Section 3.03 above to
the Licensed Services Software (including any subsequent assignment or
sublicense of such Licensed Services Software to a ACH Buyer or Ford) shall be
co-terminous with the term and termination of the Master Services Agreement or
the term of a Participation Agreement, whichever term is longer. Upon
termination of such licenses, all rights granted to the applicable licensee or
sublicense hereunder shall terminate, and such licensee or sub-licensee shall
(a) cease using the Licensed Services Software that is the subject of the
license or sublicense (whether or not modified or merged into other materials),
(b) certify in writing to Visteon that all copies (in any form or media) of such
Licensed Services Software have been destroyed or returned to Visteon. The
provisions of Articles 2, 3, 4, 5, 6 and 7 shall survive any termination hereof.

                                   ARTICLE 4.
                         REPRESENTATIONS AND WARRANTIES

Section 4.01 Representations and Warranties.

     The Parties agree that all representations and warranties relating to
matters contemplated herein are set forth in the Contribution Agreement.

                                   ARTICLE 5.
                                 CONFIDENTIALITY

Section 5.01 Confidentiality.

     (a) Each of Visteon and the Company agrees to hold in confidence, and to
use only as permitted by this Agreement, all information that is disclosed under
this Agreement and designated by the disclosing Party in writing or by
appropriate stamp or legend as "CONFIDENTIAL" or some similar marking of like
importance, or where the nature of the information is such that a reasonable
person who deals with such information would believe that a party intends or is
obligated to maintain it as confidential (hereinafter "Confidential
Information"). For the avoidance of doubt, the Parties agree that Confidential
Information shall include information of third party licensors that is
designated as confidential under the terms of an agreement between Visteon and
such third party licensor provided that such information is designated by the
disclosing Party in writing or by appropriate stamp or legend as "CONFIDENTIAL"
or some similar marking of like importance. The receiving Party agrees to use
the same degree of care, but no less than a reasonable degree of care, to
prevent the unauthorized use and disclosure of the Confidential Information to
third parties (including Ford) as it uses to protect its own confidential
information of like importance.

     (b) To the extent that any third-party licensor of any Licensed Visteon
Third Party Software or Licensed Services Software to be disclosed or made
available to the Company in connection with the licenses granted herein or the
performance of the Services requires the Company to execute a non-disclosure
agreement as a condition of its consent to use of the same for the benefit of
the Company or to grant the Company access to such Software, the Company


                                        8

agrees to use commercially reasonable efforts to negotiate and execute an
acceptable non-disclosure agreement with such third-party.

     (c) Except as specified below, the obligations of this Article 5 shall
terminate on the expiration or termination of the Master Services Agreement,
after which the party having received the Confidential Information shall limit
further disclosure in the same manner as that party protects its own
confidential information of like importance.

     (d) Notwithstanding any other provision of this Agreement, the obligations
of restricted disclosure and use specified herein will not apply to Confidential
Information which: (i) is available as of the Effective Time or becomes
available to the public without breach of this Agreement; (ii) is authorized for
release in writing by the disclosing Party prior to the applicable disclosure;
(iii) is lawfully obtained from a third party or parties without a duty of
confidentiality; (iv) is disclosed to a third party by the disclosing Party
without a similar duty of confidentiality; or (v) is at any time developed by
the receiving Party independently of any related disclosure(s) from the
disclosing Party.

     (e) With regard to any Confidential Information disclosed pursuant to this
Agreement, the receiving Party shall not be liable for unauthorized disclosure
of such Confidential Information pursuant to judicial action or governmental
regulations or requirements, provided that the receiving Party notifies the
disclosing Party of the need for such disclosure within a reasonable period of
time before such disclosure is required.

Section 5.02 Certain Disclosures to Third Parties.

     (a) Notwithstanding any other provisions of this Article 5, and provided it
is not otherwise restricted under this Agreement, disclosure of Confidential
Information by a licensed party under this Agreement to a third party will be
permitted only to the extent necessary to carry out the license grants herein,
and only after such third party agrees to adhere to confidentiality provisions
at least as restrictive as those adhered to by the licensee under this Agreement
and to use such Confidential Information only to provide products to, or
purchase products from, the licensee herein.

     (b) With respect to Confidential Information that includes software of the
type embedded in a product or associated tools, disclosure by a licensee under
this Agreement to a third party will be permitted only to the extent necessary
to carry out the license grants herein, and further provided that such third
party agrees to: protect such software for a period of at least five (5) years
from date of disclosure; use such Confidential Information only to provide
products to, or design, test and manufacture products for, or purchase products
from, the licensed party herein; and limit access to its employees having a need
to use such Confidential Information to provide products to, or design, test and
manufacture products for, or purchase products from, the licensed party herein.

     (c) In no event shall a licensee disclose Confidential Information or other
intellectual property owned or licensed by a third party to the extent such
disclosure would violate any applicable license agreement or applicable trade
secret or copyright or other Laws.


                                        9

                                   ARTICLE 6.
                                     NOTICE

Section 6.01 Notice.

     All notices, requests and other communications to any party hereunder shall
be in writing (including facsimile transmission and electronic mail ("e-mail")
transmission, so long as a receipt of such e-mail is requested and received) and
shall be given,

     if to the Company, to:

          Ford Motor Company
          Office of the Secretary
          One American Road
          11th Floor World Headquarters
          Dearborn, Michigan 48126
          Attention: Peter J. Sherry, Jr.
          Facsimile No.: (313) 248-8713
          E-mail: psherry@ford.com

     with a copy to:

          Ford Motor Company
          Office of the General Counsel
          One American Road
          320 World Headquarters
          Dearborn, Michigan 48126
          Attention: Marcia J. Nunn
          Facsimile No.: (313) 337-3209
          E-mail: mnunn@ford.com

     if to Visteon or VGTI, to:

          Visteon Corporation
          One Village Center Drive
          Van Buren Township, Michigan 48111
          Attention: John Donofrio, General Counsel
          Facsimile No.: (734) 710-7132
          E-mail: jdonofri@visteon.com

or such other address or, facsimile number or e-mail address as such party may
hereafter specify for the purpose by notice to the other parties hereto. All
such notices, requests and other communications shall be deemed received on the
date of receipt by the recipient thereof if received prior to 5:00 p.m. in the
place of receipt and such day is a Business Day in the place of receipt.
Otherwise, any such notice, request or communication shall be deemed not to have
been received until the next succeeding Business Day in the place of receipt. As
used in this Section


                                       10

6.01, "Business Day" means any day other than a Saturday, a Sunday or a jointly
observed Ford/Visteon holiday.

                                   ARTICLE 7.
                                  MISCELLANEOUS

Section 7.01 Obligation to Disclose Technology.

     Visteon and VGTI each agree to put forth a good faith effort to deliver
copies of all documentation and information, in addition to Manuals and
Documentation, requested by the Company as part of the Contributed Software as
necessary to give full enabling effect to the licenses granted hereunder,
provided that the Company agrees to pay for the reasonable administrative costs
for copying and delivering the requested copies of documents and information and
to comply with the confidentiality and non-disclosure requirements of third
parties. The foregoing obligation to copy and deliver the requested documents
and information shall terminate April 1, 2006.

Section 7.02 Transfer or Assignment of Software Licenses and Rights.

     Notwithstanding anything in any Contribution Agreement Transaction Document
to the contrary, this Software Agreement and this Article 7 shall apply to all
transfers, assignments, licenses and sublicenses of Contributed Software and
Licensed Software between the Parties and consents required therefor. This
Agreement shall not constitute an agreement to convey, transfer, assign,
license, or sublicense any Contributed Third Party Software, Licensed Visteon
Third Party Software or Licensed Services Software (collectively "Third Party
Software") or any claim or right or any benefit arising thereunder or resulting
therefrom if such conveyance, transfer or assignment, without the consent of a
third party thereto, would constitute a breach or other contravention of any
license or other agreement between Visteon, VGTI any third party with respect to
such Third Party Software (unless such consent is obtained prior to the
Closing). Visteon and VGTI will use their best efforts, and the Company shall
cooperate as necessary, to obtain the consent of the other parties with respect
to any such Third Party Software or any claim or right or any benefit arising
thereunder for the assignment thereof to the Company (or any Subsidiary of the
Company); provided, that, except as set forth in Section 7.04 hereof, such
efforts shall not require Visteon or the Company to incur any material expenses
or Liabilities or provide any material financial accommodation or to provide a
guarantee to obtain any such consent (provided that Visteon agrees to accept a
consent notwithstanding that it does not include a release). Subject to Section
7.04, if such consent is not obtained, or if an attempted conveyance, transfer,
assignment, license or sublicense thereof would be ineffective, would adversely
affect the rights of Visteon thereunder so that the Company would not in fact
receive all such rights, or would require a material payment by the Company or
Visteon, until such consent is obtained (whereupon such Third Party Software
shall be promptly transferred by Visteon to the Company or applicable Subsidiary
of the Company pursuant to the applicable provisions of this Agreement), Visteon
and the Company will cooperate in a mutually agreeable arrangement under which
the Company would obtain benefits and assume obligations thereunder, including
making any required payments thereunder, in accordance with this Agreement,
including sub-contracting, sub-licensing, or sub-leasing to the Company, or
under which Visteon would enforce or operate for the benefit of the Company the
applicable Third


                                       11

Party Software and any claim, right or benefit arising thereunder. Visteon will
promptly pay to the Company when received all monies received by Visteon from
any third party under any agreement between Visteon and a third party to the
extent such monies are received with respect to any Contributed Visteon Owned
Software or any claim, right or benefit arising thereunder, except to the extent
the same represents an Excluded Asset.

Section 7.03 Inadvertent Omissions.

     (a) Visteon and VGTI have used good faith efforts to identify all Software
to be transferred and licensed to the Company as required by the Contribution
Agreement. To the extent any Software or other rights are discovered or
identified at any time before or after the Closing Date which, pursuant to
Article 2 or Article 3 hereof should have been transferred or licensed to
Company but are still in Visteon's or any of Visteon's Affiliates' possession or
not listed in the Schedules herein, Visteon shall immediately transfer and
promptly deliver them (or cause them to be delivered) to the Company or include
them in the appropriate Schedules hereto.

     (b) To Visteon's knowledge, the Schedules and attachments hereto include
all Software existing as of June 15, 2005 to be contributed or licensed to the
Company. The Parties agree that within ninety (90) days after Closing, they will
cooperate and identify (i) any modifications or corrections necessary to the
Schedules hereto, including, without limitation, changing the Schedule on which
Software is listed, and (ii) all other Software to be contributed or licensed to
the Company pursuant to this Agreement that is identified between June 15, 2005
and Closing. The Parties agree that such Software will be added to the
appropriate Schedule herein. In the event that new circumstances exist at
Closing that affect the contribution or license of Software pursuant to this
Agreement, the Parties will meet and mutually agree to the appropriate treatment
of such Software.

Section 7.04 Costs, Expenses and Fees.

     Visteon shall be responsible, at its sole cost and expense, for all Consent
Expenses and the Company and Visteon will share equally in all Transfer Fees.
Visteon and the Company shall cooperate to minimize any such Transfer Fees.

Section 7.05 Consents.

     Visteon shall use commercially reasonable efforts, and the Company shall
cooperate as necessary, to ensure that any consent, permission or waiver
required to be provided to the Company shall also provide, to the extent
applicable, for the future transfer of such consent, permission or waiver to a
ACH Buyer and Ford.

Section 7.06 Assignment.

     Except as set forth in Section 3.04 above with respect to the assignment or
sublicensing of the licenses granted to the Company in Section 3.01, Section
3.02 and Section 3.03 above, this Agreement shall be binding upon and inure to
the benefit of the Parties hereto and their respective successors and permitted
assigns; provided that, except as provided herein, no Party may assign, delegate
or otherwise transfer any of its rights or obligations under this Agreement
without the consent of the other Party hereto; provided, however, that Visteon
may assign this


                                       12

Agreement to any directly or indirectly wholly-owned subsidiary of Visteon
without the consent of the Company.

Section 7.07 Other Terms.

     All other terms and conditions of the Contribution Agreement, to the extent
they do not conflict with the terms and conditions of this Software Agreement,
are incorporated into this Software Agreement. In the event of a conflict of
terms, the terms of the Contribution Agreement shall control.

Section 7.08 Counterparts.

     This Software Agreement may be executed in two or more counterparts, all of
which, taken together, shall be considered to be one and the same instrument.

                  [Remainder of Page Intentionally Left Blank]


                                       13

     WHEREFORE, the parties have signed this Software License and Contribution
Agreement as of the day and year first above written.

VISTEON CORPORATION                     VISTEON GLOBAL TECHNOLOGIES, INC


By: /s/ James F. Palmer                 By: /s/ James F. Palmer
    ---------------------------------       ------------------------------------
Name:   James F. Palmer                 Name:   James F. Palmer
      -------------------------------         ----------------------------------
Title:  Executive Vice President and    Title:  Vice President
        Chief Financial Officer                ---------------------------------
       ------------------------------

AUTOMOTIVE COMPONENTS HOLDINGS, INC.


By: /s/ James F. Palmer
    ---------------------------------
Name:   James F. Palmer
      -------------------------------
Title:  President
       ------------------------------


                                       14

                                                                    Exhibit 10.8

                    VISTEON SALARIED EMPLOYEE LEASE AGREEMENT
                              RAWSONVILLE/STERLING

     AGREEMENT (this "AGREEMENT") dated as of October 1, 2005 between Visteon
Corporation, a Delaware corporation ("VISTEON"), and Ford Motor Company, a
Delaware corporation, ("FORD"). Visteon and Ford are referred to herein
individually as a "PARTY" and collectively as the "PARTIES".

                                   WITNESSETH:

     WHEREAS, Visteon and Ford have agreed to restructure their business and
commercial relationships, resulting, among other matters, in a Ford-controlled
entity acquiring, through the purchase of Automotive Components Holdings, Inc.
f/k/a/ VFH Holdings, Inc., a Delaware corporation, certain assets and
liabilities related to Visteon's North America business, pursuant to a Visteon
"B" Purchase Agreement dated as of September 12, 2005 which assets will be held
by Automotive Components Holdings, LLC f/k/a/ VFH Holdings, LLC, a Delaware
limited liability company ("ACH") and wholly-owned subsidiary of Automotive
Components Holdings, Inc. f/k/a/ VFH Holdings, Inc.;

     WHEREAS, Visteon is engaged in the business of manufacturing and assembling
automotive parts and providing related services at its Rawsonville plant
("RAWSONVILLE PLANT"), Sterling I and II plants and Sterling Test Labs
(collectively "STERLING PLANTS") (each of Rawsonville Plant and Sterling Plants
a "PLANT" and collectively the "PLANTS"), located in Southeast Michigan (the
"BUSINESS");

     WHEREAS, pursuant to the Contribution Agreement between Visteon Corporation
and Automotive Components Holdings, Inc. f/k/a/ VFH Holdings, Inc. dated as of
September 12, 2005 (the "CONTRIBUTION AGREEMENT"), Visteon agreed to contribute
the Plants to ACH;

     WHEREAS, pursuant to the terms of a Memorandum of Agreement dated as of May
24, 2005 by and between the International Union, United Automobile Aerospace and
Agricultural Implement Workers of America, UAW and its affiliated locals
(collectively, "UAW" or the "UNION"), Ford and Visteon (the "MOA"), the parties
thereto agreed that the Plants would be transferred to Ford provided that a
local competitive operating agreement ("COA") for each Plant is approved by the
UAW prior to the closing date of the restructuring actions. If COA's are not
approved by such closing date, the Plants will remain ACH owned plants. If a COA
is approved at the Sterling Plants but not the Rawsonville Plant, or vice versa,
then only the Plant that approved the COA would be transferred to Ford;

     WHEREAS, Visteon employs certain salaried employees who are either employed
at the Plants or otherwise principally support the Business ("VISTEON SALARIED
EMPLOYEES"); and

     WHEREAS, Ford desires to obtain the services of the Visteon Salaried
Employees to enable it to continue to conduct the Business and Visteon is
willing to provide the services of certain Visteon Salaried Employees to Ford.

     NOW THEREFORE, in consideration of the above premises and the mutual
covenants herein contained, and for other good and valuable consideration given
by each Party hereto to the other, the sufficiency and receipt of which are
hereby acknowledged, the Parties hereto, intending to be legally bound, hereby
agree as follows:

                                    ARTICLE 1
                                      TERM

     Section 1.01. Term. The term of this Agreement shall commence on October 1,
2005, such date being referred to hereafter as the "Effective Date" and shall
terminate on the earlier of (i) the agreement of the Parties to terminate this
Agreement or (ii) December 31, 2005 ("TERM").

                                    ARTICLE 2
                    ASSIGNMENT OF VISTEON SALARIED EMPLOYEES

     Section 2.01. Employee Census. (a) A preliminary employee census is
attached as Schedule 2.01 ("PRELIMINARY CENSUS"). The Preliminary Census sets
forth a list of the Visteon Salaried Employees to be leased to Ford as of the
Effective Date, together with their base salary, any other targeted or mandatory
cash compensation, and including without limitation, applicable bonus level, job
classification, and Global Identification Number. Within ten days of the date
hereof, Visteon shall update the Preliminary Census with any applicable changes
and deliver the Preliminary Census to Ford. Ford shall have an additional ten
days to approve the revised Preliminary Census. After the revised Preliminary
Census is approved by Ford, it shall be substituted for Schedule 2.01 and shall
be known as the "EMPLOYEE CENSUS". Employees who are identified on the Employee
Census shall be known as "LEASED EMPLOYEES". Visteon shall update the Employee
Census at least monthly for any employee transaction (i.e., quits, deaths,
transfers, etc.) in accordance with this Agreement and any employees added shall
also be known as Leased Employees.

     (b) The period during which Leased Employees are leased to Ford is referred
to as the "LEASE PERIOD". During the Lease Period, Visteon shall make available
to Ford the services of the Leased Employees as requested by Ford. For avoidance
of doubt, no Inactive Visteon Salaried Employee (as hereafter defined)


                                       2

shall be leased to Ford as of the Effective Date. An Inactive Visteon Salaried
Employee shall be any Visteon Salaried Employee who is absent from work and who
is entitled to reinstatement on return to employment, including those on leave
of absence, workers' compensation leave or short- or long-term disability leave,
but excluding those who are on paid absence for jury duty, bereavement,
short-term military service, vacation or holiday. If a Leased Employee becomes
an Inactive Visteon Salaried Employee and is removed from Visteon's active
payroll at anytime during the Lease Period, such Leased Employee shall be
removed from the Employee Census and Ford shall bear no further financial
responsibility with respect to such employee.

     Section 2.02. Replacement of Attrition. (a) If Ford requires a replacement
for a Leased Employee who is no longer providing services to Ford, and Ford
determines that Visteon should provide the replacement employee, Ford will
inform Visteon of its requirements together with direction that the vacancy
should be filled by a Visteon new hire, an existing Visteon employee or an
agency employee, in its sole discretion, subject to Section 2.02(d) below. If
Ford directs that the position be filled by a Visteon new hire, Visteon shall
use commercially reasonable efforts to fill the position using Visteon's
standard employment practice, policies and procedures. If Visteon has an
existing Visteon employee who Visteon believes is qualified for the position,
Ford shall consider such qualified employee. Candidates for the position shall
be reviewed with the manager who initiated the employment request to determine
if the candidate is qualified for the position and the employment decision shall
be made in accordance with Visteon's applicable employment policies. If Visteon
hires the candidate and assigns such candidate to Ford, or if an existing
Visteon employee is approved by Ford for lease, Visteon shall modify the
Employee Census to add any such employee to the Employee Census in which case
the employee shall become a Leased Employee.

     (b) If Ford determines that Visteon shall provide an agency employee to
fill a position, Visteon shall supply such agency employee to Ford at cost
without markup until the expiration of the Term.

     (c) Ford may contract directly with employment agencies or technical
service firms to supply required personnel, in its sole discretion. If Ford
contracts directly with such agencies or firms, it will furnish Visteon a census
similar in content and frequency to the Employee Census furnished to Ford by
Visteon pursuant to Section 1.01. This provision shall not be subject to the
Agency Threshold described below.

     (d) Ford shall instruct Visteon to replace a Leased Employee with a Leased
Employee and an agency employee with an agency employee; provided, however, that
Ford may, in its sole discretion, instruct Visteon to replace an agency employee
with a Leased Employee if the percentage of agency employees


                                       3

assigned to the Business is not less than 5.7% of the number of Leased Employees
assigned to the Business as of the month end immediately prior to the date of
such replacement instruction (the "AGENCY THRESHOLD"). If the percentage of
agency employees is below the Agency Threshold, the Parties shall mutually agree
on whether a replacement shall be a Leased Employee or an agency employee.

     Section 2.03. Removal of Leased Employee From Lease Without Cause. If Ford
desires to discontinue the lease of any individual Leased Employee or group of
Leased Employees under circumstances that would make the Leased Employee
eligible for benefits under the Visteon Separation Plan ("VSP") and not for
reasons related to "performance issues" or "cause" as described in Section 3.02,
Ford shall use commercially reasonable efforts to give Visteon at least ten
business days notice prior to the end of the calendar month. Upon receipt of
notice, Visteon shall attempt to place the Leased Employee in a comparable
position at Visteon. The Leased Employee will remain under lease until the
earlier of (i) the date such employee is placed at Visteon or (ii) thirty (30)
days following the date of the notice of termination to the employee, provided
the termination shall occur no later than the end of the month following the
month during which the notice of lease discontinuance occurs. Ford shall remain
responsible for the lease fees for such time period. At Ford discretion, it may
retain the services of the Leased Employee at Ford for such time period or may
dismiss such Leased Employee. In any event, the Leased Employee shall not return
to Visteon unless to report to work at a comparable Visteon position.

     Section 2.04. Terminations. (a) If a Leased Employee's services are no
longer required pursuant to Section 2.03 above, and Visteon terminates such
employee because no comparable job is available at Visteon, Visteon shall
terminate the Leased Employee under the terms of the VSP as applicable to Leased
Employees and as in effect as of the date hereof. A Leased Employee who declines
a comparable job at Visteon shall not be eligible for benefits under the VSP.
Visteon and Ford shall mutually agree on the definition of "comparable job".
During the Lease Period, Visteon shall make no change in the terms of the VSP
that reduces the schedule of separation benefits, duration of welfare benefit
continuation or continuation of outplacement assistance as applicable to Leased
Employees as of the date hereof. Any waiver and release obtained from a Leased
Employee in connection with the VSP shall include as released parties Ford and
its affiliates, as well as present and former officers, directors, employees and
agents of each of them. Visteon shall not terminate a Leased Employee under the
terms of the VSP if such Leased Employee is being terminated "for cause" or for
failure to achieve acceptable performance under the Visteon Performance
Improvement Program ("PIP"), as described in Section 3.02 (b). Visteon shall be
reimbursed for costs under the VSP only to the extent provided in the
Reimbursement Agreement dated as of even date herewith between Ford and Visteon
and the Escrow Agreement dated as of even date herewith among Ford,


                                       4

Visteon and Deutsche Bank Trust Company Americas. No reimbursement for VSP costs
shall be allowable under Article 4 hereof.

     (b) Visteon shall be responsible for complying with any applicable Worker
Adjustment and Retraining Notification ("WARN") Act and any other legal
requirements in connection with a termination of a Leased Employee, provided
that Visteon receives notice from Ford sufficiently in advance to permit such
compliance, including notification requirements. If Visteon does not receive
sufficient notice from Ford, Ford shall be responsible for all costs of
compliance with WARN or any similar law, including cost of any period of
continued employment or pay in lieu of notice.

     Section 2.05. Baseline. Leased Employees at the Plants shall be included in
the provisions of Section 2.07 of the Visteon Salaried Employee Lease Agreement
dated as of October 1, 2005 between Visteon and ACH ("SALARIED EMPLOYEE LEASE
AGREEMENT") and not treated as a separate group for purposes of establishing a
baseline.

                                    ARTICLE 3
                                EMPLOYER MATTERS

     Section 3.01. Employer Definition. Visteon shall be the employer of the
Leased Employees and Ford shall not be considered the employer. Visteon will
instruct Leased Employees while at Ford facilities (i) to conform to Ford
policies and applicable law regarding safety and health, and personal and
professional conduct (including wearing an identification badge or personal
protective equipment and adhering to plant regulations and general safety
practices or procedures) generally applicable to such facilities, which
policies, procedures, rules and regulations Ford will provide as soon as
practicable after the date hereof, and as soon as practicable upon any
modification, termination or adoption of any such policy, procedure, rule or
regulation; and (ii) to otherwise conduct themselves in a lawful and
businesslike manner. Leased Employees also shall be subject at all times to
Visteon's policies and procedures. During the Lease Period, Visteon shall retain
responsibility for all payments and benefits due to the Leased Employees in
connection with their work relating to the Business, including but not limited
to:

(i)  the payment of Leased Employees' base salary or other components of pay
     (less any applicable withholding or other taxes or any amounts deducted
     from such wages pursuant to normal payroll practices of Visteon);

(ii) the provision of employee benefits applicable to Leased Employees;

(iii) the payment of all federal, state, or local taxes withheld or otherwise
     required to be paid with respect thereto; and


                                       5

(iv) the liability for statutory benefits, including workers' compensation.

     Section 3.02. Employer Rights. (a) Visteon shall retain all employer
rights, except as specifically provided below, including the right to terminate
Leased Employees, after notice to Ford. Visteon shall have the right to change
the salary and job classification of the Leased Employees upon reasonable notice
to Ford. Although Visteon shall remain responsible for performance management
and personnel development, Ford and its management shall have the right to
assign work to, and structure work for, Leased Employees. Leased Employees shall
administer Visteon's human resources management policies and practices, such as
performance reviews, compensation planning, discipline, and personnel
development policies, and other Visteon policies, procedures, rules and
regulations applicable to the Leased Employees, and Ford shall permit the Leased
Employees to conduct such activities. Visteon may request Ford to provide
information or documents with respect to the Leased Employees' job performance
and other matters, and Ford shall cooperate with Visteon in providing such
information or documents.

     (b) In the event that Ford has a concern regarding a Leased Employee during
the Lease Period, including but not limited to a concern regarding a Leased
Employee's performance or conduct, Ford shall provide written notice of its
concern to Visteon and such notice shall identify specifically the nature of
Ford's concern. Upon receipt of such notice, Visteon shall implement a PIP in
accordance with its policies. If the identified concern is not cured to the
satisfaction of Ford by the end of the PIP, Ford shall have the right to notify
Visteon in writing that the Leased Employee is to be returned to Visteon and
removed from the Employee Census effective at the end of the month immediately
following the end of the PIP. If a Leased Employee commits an offense which
would justify a "for cause" termination under Visteon's personnel policies, as
determined by Visteon, such employee shall be immediately escorted from their
worksite and removed from the Employee Census. Ford's obligation to reimburse
Visteon for any such employee removed from the Employee Census shall terminate
as of the last day the employee worked for Ford.

     Section 3.03. Management of Hourly Employees. The Leased Employees who are
engaged in hourly supervision have the authority to exercise day to day
supervision over the Ford hourly employees in accordance with the terms of the
Ford-UAW CBA. In the event that any employment concern arises in connection with
the administration of the Ford-UAW CBA, the Leased Employee shall consult with
Ford and shall resolve the concern consistent with Ford's application of the
Ford-UAW CBA to their general hourly populations.

     Section 3.04. Employer Representations. Visteon represents and warrants
that as of the date a Visteon Salaried Employee becomes a Leased Employee, (i)
the Leased Employee shall be paid by Visteon on a salaried basis; (ii) shall not
be


                                       6

subject to any collective bargaining agreement or have elected to be represented
by a collective bargaining representative unless otherwise disclosed in Section
3.07(a)(5) of the Contribution Agreement dated as of September12, 2005 between
Visteon and Automotive Components Holdings, Inc. f/k/a/ VFH Holdings, Inc.; and
(iii) shall be subject to Visteon's annual compensation planning process as set
forth in Visteon's policies and procedures.

     Section 3.05. Ford Confidentiality Agreement. A Leased Employee shall be
required to execute the Ford Leased Employee Confidentiality Agreement attached
hereto as Schedule 3.05 ("CONFIDENTIALITY AGREEMENT"). Ford shall not require a
Leased Employee to divulge Visteon's confidential information to Ford except to
the extent that any confidential information was otherwise acquired by Ford in
connection with the transactions. Visteon will use commercially reasonable
efforts to require Leased Employees to comply with the terms of the
Confidentiality Agreement. Visteon shall not use confidential information of
Ford that is provided by a Leased Employee in breach of the Confidentiality
Agreement.

     Section 3.06. Payroll and Related Services. During the Lease Period,
Visteon shall provide payroll processing services for its Leased Employees
comparable to such services for its salaried employees other than Leased
Employees. Upon reasonable request or as needed, Visteon will provide assurances
that all proper payments and reporting requirements have been made.

     Section 3.07. Employee Benefit Plans. (a) During the Lease Period, Visteon
shall provide benefits to the Leased Employees under any Visteon employee
benefit plan, as such term is defined in Section 3(3) of the Employment
Retirement Income Security Act of 1974 ("ERISA") ("EMPLOYEE PLANS") and which
are intended to be qualified under Section 401(a) of the Internal Revenue Code
of 1986, as amended, ("QUALIFIED PLANS") that are the same as provided to other
Visteon salaried employees.

     (b) During the Lease Period, Visteon shall maintain the level of benefits
under Employee Plans and any other fringe benefit plans and arrangements of
Visteon for Leased Employees that are in effect as of the date hereof, unless
otherwise agreed to by Ford. Visteon shall give Ford at least ninety (90) days,
where practicable, but in no event less than thirty (30) days, prior written
notice of any proposed change to Visteon's Employee Plans or other employee
arrangements applicable to Leased Employees and Visteon shall consult with Ford
about such changes. Any change must be consistent with any applicable collective
bargaining agreement. In the event Ford consents to any such change, then the
change shall be applicable to the Leased Employees as well as to other salaried
employees of Visteon. Either prior to or after the proposed change in Employee
Plans or arrangements takes effect, Ford may request that Visteon adopt and
administer a special retention benefit in the sole discretion of


                                       7

Ford which benefit may take the form of cash-based retention incentives and/or
non-cash benefits. Visteon shall advise Ford of any incremental benefit
administration costs that would be charged to Ford in connection with a non-cash
benefit. In the event Ford requests the form be non-cash benefits, Visteon shall
have the right to reject such request if it would be administratively burdensome
or not permitted by law. The cost of such special retention benefits shall be
included in the direct wage and benefit costs reimbursed by Ford under Section
4.01 below, and any incremental benefit administration costs associated with a
non-cash benefit shall be borne by Ford. For avoidance of doubt, Visteon shall
retain the right to modify, suspend or terminate any Employee Plans and any
other fringe benefit plans and arrangements of Visteon applicable to other
Visteon salaried employees who are not Leased Employees.

     (c) Leased Employees shall be ineligible to participate in any employee
benefit plan, fringe benefit program or other benefit arrangement sponsored by
Ford, except (i) as otherwise may be provided in the Amended and Restated
Employee Transition Agreement between Ford and Visteon dated as of April 1, 2000
and restated as of December 19, 2003, and as amended by Amendment Number One to
Amended and Restated Employee Transition Agreement dated effective as of
December 19, 2003, and as further amended by Amendment Number Two to Amended
and Restated Employee Transition Agreement dated as of even date herewith.
("EMPLOYEE TRANSITION AGREEMENT") or (ii) as Ford and Visteon may mutually agree
in writing.

     (d) Requests for leave, reasonable accommodation and other benefits
provided by Visteon policies or by federal, state or local law will be
coordinated by Ford and Visteon.

     (e) During the Lease Period, Visteon shall maintain, administer and manage
all employee benefit and fringe benefit plans and arrangements offered to the
Leased Employees, except as provided in the paragraph immediately above.

                                    ARTICLE 4
                                  REIMBURSEMENT

     Section 4.01. Direct Wage and Benefit Costs. Visteon shall be reimbursed
for the direct wage and benefit costs for the Leased Employees. For purposes of
this Section 4.01, reimbursements for "direct wage and benefit costs" shall
include:

(i)  The base monthly salary, and any other type of cash compensation paid by
     Visteon to the Leased Employees for work performed during the Lease Period,
     such as overtime, moving allowance, vehicle allowances, and any other cash
     compensation not included in the Standard Monthly Group Fringe Cost (as
     defined below), subject to Ford prior written approval of


                                       8

     the annual compensation allocations including the annual market increases,
     special market increases and movement in range;

(ii) A per-employee Standard Monthly Group Fringe Cost according to the rate
     schedules set forth on Schedule 4.01(ii) attached hereto. The rate schedule
     shall be reviewed monthly by Ford. The Standard Monthly Group Fringe Cost
     shall not include any fees that are to be reimbursed to Visteon under the
     Master Services Agreement for such expenses;

(iii) Prorata expense for annual and long-term incentives associated with the
     Leased Employees, assessed on a monthly basis, based on the allocation of
     responsibility set forth in Schedule 4.01(iii);

(iv) Expenses incurred by Visteon with respect to each Leased Employee which is
     not included in (i) through (iii) above that arise as a result of the
     Leased Employee's work for Ford, such as reserves for any workers'
     compensation claims arising out of a work accident while the Leased
     Employee was performing work for Ford during the Lease Period;

(v)  Reasonable and necessary travel and business related expenses incurred by
     Visteon in furtherance of Ford Business and paid or reimbursed to a Leased
     Employee by Visteon as authorized by Visteon's standard travel and business
     expense reimbursement policy. Reimbursement under this subsection shall not
     include any fees that are to be reimbursed to Visteon under the Master
     Services Agreement for such expenses; and

(vi) Any taxes incurred or paid by Visteon with respect to the Leased Employees
     not otherwise covered under Sections (i) through (v) above, including
     employer payroll taxes, the Michigan single business tax, and any excise,
     sales, use, gross receipts, value added or other similar transaction taxes
     that may be levied by any domestic or foreign government related to the
     charges or services rendered pursuant to this Agreement; provided, however,
     that Visteon shall use commercially reasonable efforts to mitigate any
     applicable tax, including reasonable cooperation with Ford in connection
     with such mitigation.

     Section 4.02. Reconciliation. Within a thirty (30) day period subsequent to
the end of the Term, Visteon shall provide Ford with a statement indicating the
Actual Group Monthly Fringe Cost for the Term for the Leased Employees and the
amount that was billed to Ford pursuant to Section 4.01(ii). For purposes
hereof, "Actual Group Monthly Fringe Cost" for the Term equals the actual
payments made to include year end accruals, plus or minus the changes in
reserves. Ford or its representatives shall have the right to verify the
statement and Visteon promptly shall make available to Ford or its
representatives all supporting documentation. After Ford approves the statement,
Visteon shall


                                       9

make any appropriate adjustment (credit or debit) within 30 days of the end of
the Term. Notwithstanding the above, any adjustments with respect to pension or
other post employment benefits shall be made in accordance with Schedule
4.01(ii) Salaried Fringe Expense Definitions, "Pension and OPEB Budget and
Adjustment".

     Section 4.03. Payment Schedule/Payment. Payments due hereunder shall be
paid according to the following schedule:

(i)  Visteon shall provide Ford with an invoice for Section 4.01(i) salary and
     other cash compensation and Section 4.01 (vi) statutory fees two business
     days prior to the applicable pay date; and

(ii) Section 4.01(ii) Standard Monthly Group Fringe Cost, Section 4.01(iii)
     Incentive Compensation Fees, Section 4.01(iv) Other Expenses and Section
     4.01(v) Travel and Business expenses shall be invoiced five business days
     prior to the end of the month.

     Visteon shall render an invoice to Ford in such form and containing such
detail as Ford shall reasonably require, for the amounts described above. The
total due on the invoice shall be paid to Visteon on (i) the second business day
after receipt of the invoice with respect to Section 4.03(i) and (ii) the last
business day of the month with respect to Section 4.03(ii); provided, however
that reimbursement with respect to post retirement health and life benefits for
Group I and II Employees (as defined in the Employee Transition Agreement) who
are Leased Employees shall not be reimbursed to Visteon but shall be credited by
Ford to the Salaried Employee OPEB Payment Notional Account under the Employee
Transition Agreement as more fully described in the Employee Transition
Agreement. Payments may be made by wire transfer or other means reasonably
acceptable to Visteon. Ford or its representatives shall have a right to audit
the invoices and related records of Visteon upon reasonable notice during normal
business hours, at a place mutually agreed upon by the Parties.

     Section 4.04. Workers' Compensation and Unemployment Insurance. Visteon
shall continue to provide Workers' Compensation and Unemployment Compensation
coverage for all of the Leased Employees at all times during the term of this
Agreement.

                                    ARTICLE 5
                                WORK ENVIRONMENT

     Section 5.01. Compliance with All Health and Safety Laws. The Parties shall
comply with all applicable, national, federal, state and local health and safety
laws, regulations, ordinances, directives, and rules for Leased Employees
working on their respective premises.


                                       10

     Section 5.02. Compliance with Employment Laws. Each of the Parties shall
comply with all applicable national, federal, state and local employment laws,
including, but not limited to, wage and hour, overtime, discrimination laws,
and/or local ordinances with respect to its employees.

                                    ARTICLE 6
                        INTELLECTUAL PROPERTY ASSIGNMENT

     Section 6.01. Assignment. Leased Employees are employees of Visteon or a
subsidiary thereof. As a result, all intellectual property rights in inventions,
discoveries or improvements made, conceived, developed or first reduced to
practice, and in original and derivative works of authorship created by each of
them, during the period of their employment with Visteon and that relate to any
matter, thing, process or method of manufacture connected in any way with
Visteon's or its subsidiary's business, are the property of Visteon under the
terms of their employment agreements or by law. Under this Agreement, Visteon
agrees to assign or cause to be assigned to Ford all right, title and interest
in and to such inventions, discoveries, improvements, and original and
derivative works of authorship created, made, conceived, developed or first
reduced to practice by any of the Leased Employees, during the term each Leased
Employee is leased to Ford. Such assignment shall not preempt, supersede or
otherwise interfere with Visteon practicing rights received under license from
Ford in accordance with other agreements between the Parties. Visteon further
agrees to execute or cause to be executed all assignment and other transfer
documents as may be necessary to cause the above transfers of intellectual
property rights to be legally formalized. All such documents shall be prepared
by Ford at Ford's expense, and provided to Visteon with at least thirty (30)
days notice.

     Section 6.02. Visteon's IP Warranty. Visteon warrants that it has the right
to make the assignment to Ford of intellectual property rights in the inventions
and works of authorship created by Leased Employees.

     Section 6.03. WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY.

     (a) EXCEPT TO THE EXTENT OF THE WARRANTY MADE ABOVE, VISTEON MAKES NO OTHER
REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED. BY WAY OF EXAMPLE BUT NOT OF
LIMITATION, VISTEON MAKES NO REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR ANY PARTICULAR PURPOSE. VISTEON SHALL IN NO EVENT BE LIABLE TO FORD,
ITS SUCCESSORS, OR A THIRD PARTY FOR ANY DAMAGES, WHETHER DIRECT OR INDIRECT,
SPECIAL OR GENERAL, CONSEQUENTIAL OR INCIDENTAL, ARISING FROM ANY LOSS


                                       11

CLAIMED AS A RESULT OF FORD'S USE OF THE INTELLECTUAL PROPERTY RIGHTS ASSIGNED
HEREUNDER.

     (b) VISTEON MAKES NO WARRANTY OR REPRESENTATION THAT THE INTELLECTUAL
PROPERTY RIGHTS ASSIGNED HEREUNDER CAN BE USED FOR ANY PARTICULAR FUNCTION OR
THAT FORD HAS THE ABILITY TO USE THEM. VISTEON ASSUMES NO RESPONSIBILITY FOR THE
SAFETY, QUALITY, DESIGN, SPECIFICATIONS, COMPLETENESS, ACCURACY OR OTHER
CHARACTERISTICS OF THE PERFORMANCE, OUTPUT OR END PRODUCT RESULTING FROM THE USE
OF THE INTELLECTUAL PROPERTY RIGHTS ASSIGNED HEREUNDER.

     (c) EXCEPT TO THE EXTENT OF THE WARRANTY PROVIDED ABOVE, NOTHING CONTAINED
HEREIN SHALL BE CONSTRUED AS CONFERRING BY IMPLICATION, ESTOPPEL OR OTHERWISE
THE INDEMNIFICATION OF FORD BY VISTEON AGAINST ANY CLAIM OF INFRINGEMENT OF
OTHER THIRD PARTY INTELLECTUAL PROPERTY RIGHTS, WHETHER OR NOT THE EXERCISE OF
ANY RIGHT GRANTED HEREIN NECESSARILY EMPLOYS OR REQUIRES THE PRACTICE OF ANY
SUCH EXISTING OR SUBSEQUENTLY CREATED THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.

                                    ARTICLE 7
                                    INDEMNITY

     Section 7.01. Ford Indemnity. Ford shall indemnify Visteon and its
affiliates ("VISTEON INDEMNITEES") against and agrees to hold it harmless from
any and all damage, loss, claim, liability and expense (including without
limitation, reasonable attorneys' fees and expenses in connection with any
action, suit or proceeding brought against any Visteon Indemnitee) incurred or
suffered by any Visteon Indemnitee arising out of (i) the breach of any
agreement made by Ford hereunder; (ii) any employment, payroll, benefit, workers
compensation or other claims of any kind of any current or former Ford employee
or any agency employee retained directly by Ford arising on or after the
Effective Date and prior to the end of the Term while such Ford employee is
employed at any of the Plants; or (iii) any claim by any current or former Ford
employee employed at any of the Plants (or their dependents or beneficiaries),
to the Pension Benefit Guaranty Corporation ("PBGC"), the Department of Labor
("DOL"), the Internal Revenue Service ("IRS"), the Securities and Exchange
Commission ("SEC") or comparable federal or national agencies in the United
States, arising out of or in connection with the operation, administration,
funding or termination of any of the employee benefit plans applicable to the
Ford employees that arise during the period of time the Ford employees are
employed at any of the Plants.


                                       12

     Section 7.02. Visteon Indemnity. Visteon shall indemnify Ford and its
affiliates ("FORD INDEMNITEES") against and agrees to hold them harmless from
any and all damage, loss, claim, liability and expense (including without
limitation, reasonable attorneys' fees and expenses in connection with any
action, suit or proceeding brought against any Ford Indemnitee) incurred or
suffered by any Ford Indemnitee arising out of (i) breach of any agreement made
by Visteon hereunder; (ii) employment, payroll, benefit, workers compensation,
or other claims of any kind of any current or former Visteon Salaried Employee,
including any current or former Leased Employee, or any agency employee provided
by Visteon to Ford pursuant to this Agreement, arising prior to or during the
Lease Period; or (iii) any claim by any current or former Visteon Salaried
Employee, including any current or former Leased Employee (or their dependents
or beneficiaries), to the PBGC, the DOL, the IRS, the SEC or comparable federal
or national agencies in the United States, arising out of or in connection with
the operation, administration, funding or termination of any of the employee
benefit plans applicable to the Visteon Salaried Employees that arise prior to,
during or after the Lease Period.

     Section 7.03. Indemnification Procedures. The procedure for indemnification
under this Article 7 shall be the same procedure set forth in Section 7.03 of
the Salaried Employee Lease Agreement.

     Section 7.04. Survival of Indemnity Procedure. The provisions of this
Article shall survive the termination of this Agreement indefinitely or until
the latest date permitted by applicable law.

                                    ARTICLE 8
                                  MISCELLANEOUS

     Section 8.01. Notices. All notices, requests and other communications to
any Party hereunder shall be in writing (including facsimile transmission and
electronic mail ("E-MAIL") transmission, so long as a receipt of such e-mail is
requested and received) and shall be given,

     if to Ford, to:

          Ford Motor Company
          Office of the Secretary
          One American Road
          11th Floor World Headquarters
          Dearborn, Michigan 48126
          Facsimile No.: (313) 248-8713
          E-mail: psherry@ford.com

     with a copy to:


                                       13

          Ford Motor Company
          Office of the General Counsel
          One American Road
          Room 626 World Headquarters
          Dearborn, Michigan 48126
          Facsimile No.: (313) 322-0248
          E-mail: bgoricha@ford.com

     if to Visteon, to:

          Visteon Corporation
          One Village Center Drive
          Van Buren Township, Michigan 48111
          Attention: John Donofrio, General Counsel
          Facsimile No.: (734) 710-7132
          E-mail: jdonofri@visteon.com

     with a copy to:

          Weil, Gotshal & Manges LLP
          767 Fifth Avenue
          New York, NY 10153
          Attention: Michael E. Lubowitz, Esq.
          Facsimile No.: (212) 310-8007
          E-mail: Michael.lubowitz@weil.com

or such other address, facsimile number or e-mail as such Party may hereafter
specify for the purpose by notice to the other Parties hereto. All such notices,
requests and other communications shall be deemed received on the date of
receipt by the recipient thereof if received prior to 5:00 p.m. in the place of
receipt and such day is a business day in the place of receipt. Otherwise, any
such notice, request or communication shall be deemed not to have been received
until the next succeeding business day in the place of receipt.

     Section 8.02. Amendments and Waivers. Any provision of this Agreement may
be amended or waived if, but only if, such amendment or waiver is in writing and
is signed, in the case of an amendment, by each Party to this Agreement, or in
the case of a waiver, by the Party against whom the waiver is to be effective.

No failure or delay by any Party in exercising any right, power or privilege
hereunder shall operate as a waiver thereof nor shall any single or partial
exercise thereof preclude any other or further exercise thereof or the exercise
of any other right, power or privilege.


                                       14

     Section 8.03. Expenses. Except as otherwise provided herein, all costs and
expenses incurred in connection with this Agreement shall be paid by the Party
incurring such cost or expense.

     Section 8.04. Successors and Assigns. The provisions of this Agreement
shall be binding upon and inure to the benefit of the Parties hereto and their
respective successors and permitted assigns; provided that no Party may assign,
delegate or otherwise transfer any of its rights or obligations under this
Agreement without the consent of each other Party hereto. Upon any such
permitted assignment, the references in this Agreement to Ford shall also apply
to any such assignee unless the context otherwise requires.

     Section 8.05. Governing Law. This Agreement shall be governed by and
construed in accordance with the law of the State of Michigan, without regard to
the conflicts of law rules of such state.

     Section 8.06. Dispute Resolution. If a dispute arises between the Parties
relating to this Agreement, the following shall be the sole and exclusive
procedure for enforcing the terms hereof and for seeking relief, including but
not limited to damages, injunctive relief and specific performance:

     (a) The Parties promptly shall hold a meeting of senior executives with
decision-making authority to attempt in good faith to negotiate a mutually
satisfactory resolution of the dispute; provided that no Party shall be under
any obligation whatsoever to reach, accept or agree to any such resolution;
provided further, that no such meeting shall be deemed to vitiate or reduce the
obligations and liabilities of the Parties or be deemed a waiver by a Party
hereto of any remedies to which such Party would otherwise be entitled.

     (b) If the Parties are unable to negotiate a mutually satisfactory
resolution as provided above, then upon request by either Party, the matter
shall be submitted to binding arbitration before a sole arbitrator in accordance
with the CPR Rules, including discovery rules, for Non-Administered Arbitration.
Within five business days after the selection of the arbitrator, each Party
shall submit its requested relief to the other Party and to the arbitrator with
a view toward settling the matter prior to commencement of discovery. If no
settlement is reached, then discovery shall proceed. Upon the conclusion of
discovery, each Party shall again submit to the arbitrator its requested relief
(which may be modified from the initial submission) and the arbitrator shall
select only the entire requested relief submitted by one Party or the other, as
the arbitrator deems most appropriate. The arbitrator shall not select one
Party's requested relief as to certain claims or counterclaims and the other
Party's requested relief as to other claims or counterclaims. Rather, the
arbitrator must only select one or the other Party's entire requested relief on
all of the asserted claims and counterclaims, and the arbitrator will enter a
final ruling that adopts in whole such requested relief. The arbitrator will
limit his/her final


                                       15

ruling to selecting the entire requested relief he/she considers the most
appropriate from those submitted by the Parties.

     (c) Arbitration shall take place in the City of Dearborn, Michigan unless
the Parties agree otherwise or the arbitrator selected by the Parties orders
otherwise. Punitive or exemplary damages shall not be awarded. This Section 8.06
is subject to the Federal Arbitration Act, 28 U.S.C.A. Section 1, et seq., or
comparable legislation in non-U.S. jurisdictions and judgment upon the award
rendered by the arbitrator may be entered by any court having jurisdiction.

     Section 8.07. Jurisdiction. Subject to Section 8.06, the Parties hereto
agree that any suit, action or proceeding seeking to enforce any provision of,
or based on any matter arising out of or in connection with, this Agreement or
the transactions contemplated hereby shall be brought in any federal court
sitting in Michigan or any Michigan State court sitting in the Wayne County or
Oakland County, Michigan, so long as one of such courts shall have subject
matter jurisdiction over such suit, action or proceeding, and that any cause of
action arising out of this Agreement shall be deemed to have arisen from a
transaction of business in the State of Michigan. Each of the Parties hereby
irrevocably consents to the jurisdiction of such courts (and of the appropriate
appellate courts therefrom) in any such suit, action or proceeding and
irrevocably waives, to the fullest extent permitted by law, any objection that
it may now or hereafter have to the laying of the venue of any such suit, action
or proceeding in any such court or that any such suit, action or proceeding
brought in any such court has been brought in an inconvenient forum. Process in
any such suit, action or proceeding may be served on any Party anywhere in the
world, whether within or without the jurisdiction of any such court.

     Section 8.08. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY.

     Section 8.09. Counterparts; Effectiveness; Third Party Beneficiaries. This
Agreement may be signed in any number of counterparts, each of which shall be an
original, with the same effect as if the signatures thereto and hereto were upon
the same instrument. This Agreement shall become effective when each Party
hereto shall have received a counterpart hereof signed by all of the other
Parties hereto. Until and unless each Party has received a counterpart hereof
signed by the other Party hereto, this Agreement shall have no effect and no
Party shall have any right or obligation hereunder (whether by virtue of any
other oral or written agreement or other communication). No provision of this
Agreement is intended to confer any rights, benefits, remedies, obligations or
liabilities


                                       16

hereunder upon any Person other than the Parties hereto and their respective
successors and permitted assigns under Section 8.04.

     Section 8.10. Entire Agreement. This Agreement, the Employee Transition
Agreement and the other documents executed in connection with this transaction
constitute the entire agreement between the Parties with respect to the subject
matter of this Agreement and supersede all prior agreements and understandings,
both oral and written, between the Parties with respect to the subject matter of
this Agreement, and the other transaction documents.

     Section 8.11. Severability. If any term, provision, covenant or restriction
of this Agreement is held by a court of competent jurisdiction or other
authority to be invalid, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions of this Agreement shall remain in full
force and effect and shall in no way be affected, impaired or invalidated so
long as the economic or legal substance of the transactions contemplated hereby
is not affected in any manner materially adverse to any Party. Upon such a
determination, the Parties shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the Parties as closely as
possible in an acceptable manner in order that the transactions contemplated
hereby be consummated as originally contemplated to the fullest extent possible.

     Section 8.12. Specific Performance. The Parties hereto agree that
irreparable damage would occur if any provision of this Agreement were not
performed in accordance with the terms hereof and that the Parties shall be
entitled to an injunction or injunctions to prevent breaches of this Agreement
or to enforce specifically the performance of the terms and provisions hereof in
the courts specified in Section 8.07.


                                       17

     IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.

VISTEON CORPORATION                     FORD MOTOR COMPANY


By: /s/ James F. Palmer                 By: /s/ Donat R. Leclair
    ---------------------------------       ------------------------------------
Name: James F. Palmer                   Name: Donat R. Leclair
      -------------------------------         ----------------------------------
Title: Executive Vice President         Title: Executive Vice President
       and Chief Financial Officer             and Chief Financial Officer
       ------------------------------          ---------------------------------


                                       18

                                                                    Exhibit 10.9

                  VISTEON HOURLY EMPLOYEE CONVERSION AGREEMENT

     This Agreement relating to certain employment, labor matters and employee
benefit plans ( this "AGREEMENT") dated effective as of October 1, 2005 is made
and entered into by and among Visteon Corporation, a Delaware corporation
("VISTEON") and Ford Motor Company, a Delaware corporation ("FORD"). Visteon and
Ford are referred to herein individually as a "PARTY" and collectively as the
"PARTIES".

                                   WITNESSETH:

     WHEREAS, Visteon and Ford have agreed to restructure their business and
commercial relationships, resulting in, among other matters, a Ford controlled
entity acquiring, through the purchase of Automotive Components Holdings, Inc.
f/k/a VFH Holdings, Inc., a Delaware corporation, certain assets and liabilities
related to Visteon's North American business, (the "BUSINESS") pursuant to a
Visteon "B" Purchase Agreement dated as of September 12, 2005, which assets
will be held by Automotive Components Holdings, LLC f/k/a VFH Holdings, LLC, a
Delaware limited liability company ("ACH") and wholly-owned subsidiary of
Automotive Components Holdings, Inc. f/k/a VFH Holdings, Inc.

     WHEREAS, Visteon employs directly certain U.S. hourly employees (as more
specifically defined below, the "VISTEON EMPLOYEES") who are engaged in the
Business;

     WHEREAS, the Visteon Employees are represented by the International Union,
United Automobile Aerospace and Agricultural Implement Workers of America, UAW
and its affiliated locals (collectively, "UAW" or the "UNION") and are covered
under the terms and conditions of the Master Visteon-UAW Collective Bargaining
Agreement dated June 29, 2000 and the Supplemental Agreement dated as of May 4,
2004 and extensions or successor agreements by and between Visteon and the UAW
(collectively, "MASTER VISTEON CBA");

     WHEREAS, pursuant to the terms of a Memorandum of Agreement dated as of May
24, 2005 by and between the UAW, Ford and Visteon ("MOA"), the parties thereto
agreed that all Visteon Employees represented under the Master Visteon CBA would
be converted to Ford employees and thereafter be subject to the terms and
conditions of the collective bargaining agreement effective as of September 15,
2003 by and between Ford and the UAW ("FORD CBA") but only to the extent
provided under the MOA; and

     WHEREAS, pursuant to the terms of the Ford Hourly Employee Assignment
Agreement dated as of even date herewith by and between Ford and ACH, and as
such agreement may be further amended ("ASSIGNMENT AGREEMENT"), the Visteon
Employees who are converted to Ford employees

under the terms of this Agreement will be assigned to work at ACH unless
otherwise deployed by Ford. If assigned to ACH, such employees will be
considered "FORD ASSIGNED EMPLOYEES" as defined in the Assignment Agreement or
as defined in any amendments, whether now or in the future, to such Agreement.

     NOW, THEREFORE, in consideration of the premises and mutual promises herein
made, and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Parties agree as follows:

                                    ARTICLE 1
                                   DEFINITIONS

     Section 1.01. Definitions. Unless otherwise defined herein, the capitalized
terms used herein shall have the following meanings:

     "CONVERSION DATE" shall mean, as to each Active Visteon Employee, October
1, 2005.

     "CONVERTED EMPLOYEES" shall mean Active Visteon Employees (as defined
below) who are converted to Ford employees pursuant to the terms hereof and who
are at work on the day immediately prior to the Conversion Date including those
on contractual paid time off (i.e., jury duty, bereavement, short term military
service, vacation and holiday).

     "INSURANCE EFFECTIVE DATE" shall mean, as to each Converted Employee,
October 3, 2005, at 12:01 a.m., except that in the case of Health Benefits, it
shall mean November 1, 2005 at 12:01 a.m.

     "VISTEON EMPLOYEES" shall mean U.S. persons represented by the Union, who
have seniority status under the Master Visteon CBA as of the day immediately
prior to the Conversion Date, who are full-time employees, and who are actively
at work at Visteon on the day immediately prior to the Conversion Date including
those on contractual paid time off with reinstatement rights (i.e., paid absence
for jury duty, bereavement, short term military service, vacation or holiday)
("ACTIVE VISTEON EMPLOYEES"). For avoidance of doubt, Active Visteon Employees
shall not include Visteon employees who are not at work at Visteon the day
immediately prior to the Conversion Date for reasons other than paid absence for
jury duty, bereavement, short term military service, vacation or holiday, such
as employees on unpaid leave of absence, layoff status, workers' compensation
leave, accident and sick leave or long term disability leave ("INACTIVE VISTEON
EMPLOYEES").


                                       2

                                    ARTICLE 2
                            EMPLOYMENT RESPONSIBILITY

     Section 2.01. Employee Census. Prior to the Conversion Date, Visteon shall
have delivered to Ford a preliminary employee census ("PRELIMINARY CENSUS")
attached hereto as Exhibit 2.01. The Preliminary Census sets forth:

     (i)  a list of all Active Visteon Employees by name and global
          identification number;

     (ii) the job classification of each Active Visteon Employee;

     (iii) the Visteon Service Date of each Active Visteon Employee; and

     (iv) the wage rate applicable to each Active Visteon Employee.

     Visteon shall revise the Preliminary Census as of October 1, 2005 to
reflect any applicable changes and shall deliver such revised and updated
Preliminary Census to Ford no later than October 13, 2005. Ford shall review the
revised Preliminary Census within 10 days of receipt. Upon Ford's approval, such
Preliminary Census shall become the "FINAL CENSUS" and shall become the new
Exhibit 2.01. At the time of delivery of each census, Visteon shall provide
Ford, in a manner mutually agreed upon, with the social security numbers for
each Active Visteon Employee included in the Preliminary and Final Censuses and
both parties shall use their commercially reasonable best efforts to keep such
social security numbers confidential.

     Section 2.02. Employment Conversion. Visteon and Ford shall respectively
take such action as is necessary to convert the Visteon Employees to Converted
Employees effective as of the Conversion Date. On such date, the Converted
Employees shall be subject to the terms and conditions of the Ford CBA, to the
extent provided in the MOA.

     Section 2.03. Seniority. Converted Employees shall be provided with
seniority as described in the MOA.

     Section 2.04. Grievances. All unresolved grievances pertaining to Visteon
Employees as of the Conversion Date shall be processed to conclusion under the
terms of the Master Visteon CBA.

     Section 2.05. Employment and Medical Records. (a) Employment Records.
Employment records of any kind pertaining to Converted Employees shall become
the property of Ford as of the Conversion Date. Employee records shall remain in
the physical custody of the appropriate hourly labor supervisors at the ACH
plants where the Converted Employees are assigned to work. Ford shall cause ACH
to permit Visteon to have reasonable access to such records at


                                       3

Visteon's request. In the event a Converted Employee is reassigned to a non-ACH
location, Ford shall cause ACH to transfer the employment records to the
receiving location as soon as practicable following the reassignment.

     (b) Medical Records. For purposes of this Section (b), a "medical record"
shall include, but is not limited to, reports, histories and physicals, progress
notes, and other patient information (e.g., x-rays and x-ray readings, medical
surveillance examinations, laboratory reports, operative reports, consultations,
etc.). The medical record may be maintained in hard copy and/or on computerized
systems. Visteon confirms that all Visteon Employees received a post-offer
preplacement health assessment prior to hire at Visteon and that the assessment,
the equivalent of a Ford post-offer preplacement screen, included the following:
medical history, height, weight, blood pressure, pulse, full visual acuity,
urine testing for sugar and albumin, urine drug testing and physical
examination. Ford shall not require a post-offer pre-placement screen for a
Converted Employee. Visteon represents, warrants and agrees that, as of their
applicable Conversion Dates, each Converted Employee shall have had all
scheduled medical surveillance examinations required by law.

     Medical records of any kind pertaining to Converted Employees shall become
the property of Ford as of the Conversion Date. Medical records shall remain in
the physical custody of the appropriate medical departments at the ACH plants
where the Converted Employees are assigned to work. In the event a Converted
Employee is reassigned to a non-ACH location, Ford shall cause ACH to transfer
the medical records to the receiving location as soon as practicable following
the reassignment.

                                    ARTICLE 3
                             OTHER EMPLOYEE MATTERS

     Section 3.01. Employee Benefit Plans and Arrangements. Visteon shall take
such action as is necessary to terminate Converted Employees' participation in
Visteon pension and savings plans on the Conversion Date and all other employee
benefit plans or other employee programs sponsored by Visteon with respect to
service on or after the Insurance Effective Date. Ford shall take such action as
is necessary to enroll Converted Employees in employee benefit plans or other
employee programs sponsored by Ford with respect to service on or after the
Insurance Effective Date, and in accordance with the provisions of the MOA.
Schedule 3.01 hereto sets forth the transition plan with respect to the Ford
employee benefit plans and other employee programs. Schedule 3.01 is provided
for information purposes only to facilitate benefits administration and is not
intended to create a legally binding obligation on Ford. Visteon shall not have
a cause of action against Ford for breach related to any such arrangements
described on Schedule 3.01.


                                       4

     Section 3.02. Workers' Compensation (W.C.). Ford shall be responsible for
all claims which relate to injuries affecting Converted Employees that occur on
or after the Conversion Date. Such claims shall be processed under the Ford
self-insured or insured W.C. Program commencing on October 3, 2005. Visteon
shall be responsible for all claims which relate to injuries affecting Converted
Employees that occurred prior to the Conversion Date. Such claims shall be
processed to conclusion under the Visteon self-insured or insured W.C. Program.
Visteon shall continue to provide worker's compensation coverage for Converted
Employees for the period of October 1, 2005 through October 2, 2005 and Ford
shall reimburse Visteon for any claims during such period.

     Section 3.03. Family Support, Garnishments and Legal Holds. (a) Family
Support. Visteon shall notify governmental agencies in advance of the Conversion
Date of the change of employer in order that such agencies may refile with Ford.

     (b) Garnishments. Neither Visteon nor Ford shall notify any creditor of a
Converted Employee of the change of employer. A Converted Employee may notify
his or her creditor of the change of employer.

     (c) Legal Holds. Visteon shall inform the applicable courts in advance of
the Conversion Date of the change of employer and the need to refile with Ford.

     Section 3.04. Employee Wage and Benefit Liabilities. Visteon shall pay,
discharge and be responsible for (i) all wages and other compensation arising
out of or relating to the employment of the Converted Employees prior to the
Conversion Date; (ii) any benefits arising under Visteon employee benefit plans
and programs relating to claims incurred or events that took place prior to the
Conversion Date, including benefits with respect to claims incurred prior to the
Conversion Date but reported after the Conversion Date; and (iii) workers'
compensation claims, expenses, liabilities, or administrative responsibilities
of any kind whatsoever with respect to injuries incurred prior to the Conversion
Date, regardless of when reported. Ford shall pay, discharge and be responsible
for (i) all wages and other compensation arising out of or relating to the
employment of the Converted Employees on or after the Conversion Date; (ii) any
benefits arising under the Ford CBA applicable to Converted Employees relating
to claims incurred or events that took place on or after the Conversion Date;
and (iii) workers' compensation claims, expenses, liabilities, or administrative
responsibilities of any kind whatsoever with respect to injuries incurred after
the Conversion Date.

     Section 3.05. Post-retirement Health Care Account. Within thirty (30) days
of the Conversion Date, Visteon shall transfer to Ford an amount in cash equal
to the Accumulated Projected Benefit Obligation ("APBO") in the Converted
Employee's post-retirement health care account, valued as of


                                       5

September 30, 2005 and determined by Visteon's actuary using assumptions used by
Visteon for its hourly employees.

     Section 3.06. Communications. No communication to or with respect to
Visteon Employees covering the transactions contemplated by this Agreement shall
be released without the mutual agreement of Visteon and Ford.

     Section 3.07. HR Transitional Services. For the period of October 1, 2005
through October 2, 2005 (or November 1, 2005 with respect to Health Benefits),
Visteon shall retain the Converted Employees under Visteon pay and benefit
plans, to the extent legally permissible, in order to accommodate payroll
cycles. Ford shall reimburse Visteon for the costs related to such pay and
benefit plans for the applicable period.

     Section 3.08. Christmas Bonus. Visteon shall remain responsible for its pro
rata share (i.e., 48/52ths) of any Christmas Bonus under the Master Visteon CBA.
Ford shall provide Visteon with an invoice for the pro rata share of the
Christmas Bonus two days prior to the applicable pay date and Visteon shall
reimburse Ford the total due on the invoice on the second business day after
receipt of the invoice.

                                    ARTICLE 4
                                 INDEMNIFICATION

     Section 4.01. Indemnity. Ford shall indemnify Visteon and its affiliates
("VISTEON INDEMNITEES") against and agrees to hold it harmless from any and all
damage, loss, claim, liability and expense (including without limitation,
reasonable attorneys' fees and expenses in connection with any action, suit or
proceeding brought against any Visteon Indemnitee) incurred or suffered by any
Visteon Indemnitee arising out of (i) breach of any agreement made by Ford
hereunder; (ii) employment claims of Converted Employees which arise or take
place subsequent to the Conversion Date; or (iii) any claim by Converted
Employees (or their dependents or beneficiaries), arising out of or in
connection with the operation, administration, funding or termination of any of
Ford's employee benefit plans or programs applicable to Converted Employees
after the Conversion Date, including, without limitation, claims made to the
Pension Benefit Guaranty Corporation ("PBGC"), the Department of Labor ("DOL"),
the Internal Revenue Service ("IRS"), the Securities and Exchange Commission
("SEC") or comparable federal or national agencies in the United States.

     Visteon shall indemnify Ford and its affiliates ("FORD INDEMNITEES")
against and agrees to hold them harmless from any and all damage, loss, claim,
liability and expense (including without limitation, reasonable attorneys' fees
and expenses in connection with any action, suit or proceeding brought against
any Ford Indemnitee) incurred or suffered by any Ford Indemnitee arising out of
(i) breach of any agreement made by Visteon hereunder; (ii) employment claims of


                                       6

Converted Employees whenever made which arose or took place prior to the
Conversion Date; or (iii) any claim by Converted Employees (or their dependents
or beneficiaries), arising out of or in connection with the operation,
administration, funding or termination of any of Visteon's employee benefit
plans or programs applicable to Converted Employees prior to the Conversion Date
or in connection with the operation and administration of any such plans on or
after the Conversion Date, including, without limitation, claims made to the
PBGC, DOL, IRS, SEC or comparable federal or national agencies in the United
States.

     Section 4.02. Procedure for Indemnity. The procedure for indemnification
under this Article 4 shall be the same procedure set forth in Section 7.03 of
the Visteon Salaried Employee Lease Agreement dated as of even date herewith
between Visteon and ACH.

     Section 4.03. Survival of Indemnity Procedure. The provisions of this
Article shall survive the termination of this Agreement indefinitely or until
the latest date permitted by applicable law.

                                    ARTICLE 5
                               GENERAL PROVISIONS

     Section 5.01. Notices. All notices, requests and other communications to
any Party hereunder shall be in writing (including facsimile transmission and
electronic mail ("E-MAIL") transmission, so long as a receipt of such e-mail is
requested and received) and shall be given,

     if to Ford, to:

          Ford Motor Company
          Office of the Secretary
          One American Road
          11th Floor World Headquarters
          Dearborn, Michigan 48126
          Attention: Peter J. Sherry, Jr.
          Associate General Counsel
          Facsimile No.: (313) 248-8713
          E-mail: psherry@ford.com

     with a copy to:

          Ford Motor Company
          Office of the General Counsel
          One American Road
          320 World Headquarters
          Dearborn, Michigan 48126
          Attention: Bonnie Gorichan


                                       7

          Managing Counsel - ERISA and Employee Benefits
          Facsimile No.: (313) 322-0248
          E-mail: bgoricha@ford.com

     and to:

          Davis Polk & Wardwell
          450 Lexington Avenue
          New York, New York 10017
          Attention: Paul R. Kingsley
          Facsimile No.: (212) 450-3800
          E-mail: paul.kingsley@dpw.com

     if to Visteon, to:

          Visteon Corporation
          One Village Center Drive
          Van Buren Township, Michigan 48111
          Attention: John Donofrio, General Counsel
          Facsimile No.: (734) 710-7132
          E-mail: jdonofri@visteon.com

     with a copy to:

          Weil, Gotshal & Manges, LLP
          767 Fifth Avenue
          New York, NY 10153
          Attention: Michael E. Lubowitz, Esq.
          Facsimile No.: (212) 310-8007
          E-mail: Michael.lubowitz@weil.com

or such other address or facsimile number as such Party may hereafter specify
for the purpose by notice to the other Parties hereto. All such notices,
requests and other communications shall be deemed received on the date of
receipt by the recipient thereof if received prior to 5:00 p.m. in the place of
receipt and such day is a business day in the place of receipt. Otherwise, any
such notice, request or communication shall be deemed not to have been received
until the next succeeding business day in the place of receipt.

     Section 5.02. Amendments and Waivers. Any provision of this Agreement may
be amended or waived if, but only if, such amendment or waiver is in writing and
is signed, in the case of an amendment, by each Party to this Agreement, or in
the case of a waiver, by the Party against whom the waiver is to be effective.

     No failure or delay by any Party in exercising any right, power or
privilege hereunder shall operate as a waiver thereof nor shall any single or
partial exercise


                                       8

thereof preclude any other or further exercise thereof or the exercise of any
other right, power or privilege.

     Section 5.03. Expenses. Except as otherwise provided herein, all costs and
expenses incurred in connection with this Agreement shall be paid by the Party
incurring such cost or expense.

     Section 5.04. Successors and Assigns. The provisions of this Agreement
shall be binding upon and inure to the benefit of the Parties hereto and their
respective successors and permitted assigns; provided that no Party may assign,
delegate or otherwise transfer any of its rights or obligations under this
Agreement without the consent of each other Party hereto. Upon any such
permitted assignment, the references in this Agreement to the ACH shall also
apply to any such assignee unless the context otherwise requires.

     Section 5.05. Governing Law. This Agreement shall be governed by and
construed in accordance with the law of the State of Michigan, without regard to
the conflicts of law rules of such state.

     Section 5.06. Dispute Resolution. If a dispute arises between the Parties
relating to this Agreement, the following shall be the sole and exclusive
procedure for enforcing the terms hereof and for seeking relief, including
damages, injunctive relief and specific performance:

     (a) The Parties promptly shall hold a meeting of senior executives with
decision-making authority to attempt in good faith to negotiate a mutually
satisfactory resolution of the dispute; provided that no Party shall be under
any obligation whatsoever to reach, accept or agree to any such resolution;
provided further, that no such meeting shall be deemed to vitiate or reduce the
obligations and liabilities of the Parties or be deemed a waiver by a Party
hereto of any remedies to which such Party would otherwise be entitled.

     (b) If the Parties are unable to negotiate a mutually satisfactory
resolution as provided above, then upon request by either Party, the matter
shall be submitted to binding arbitration before a sole arbitrator in accordance
with the CPR Rules, including discovery rules, for Non-Administered Arbitration.
Within five business days after the selection of the arbitrator, each Party
shall submit its requested relief to the other Party and to the arbitrator with
a view toward settling the matter prior to commencement of discovery. If no
settlement is reached, then discovery shall proceed. Upon the conclusion of
discovery, each Party shall again submit to the arbitrator its requested relief
(which may be modified from the initial submission) and the arbitrator shall
select only the entire requested relief submitted by one Party or the other, as
the arbitrator deems most appropriate. The arbitrator shall not select one
Party's requested relief as to certain claims or counterclaims and the other
Party's requested relief as to other claims or counterclaims. Rather, the
arbitrator must only select one or the other Party's entire requested relief on
all of the asserted claims and counterclaims, and the


                                       9

arbitrator shall enter a final ruling that adopts in whole such requested
relief. The arbitrator shall limit his/her final ruling to selecting the entire
requested relief he/she considers the most appropriate from those submitted by
the Parties.

     (c) Arbitration shall take place in the City of Dearborn, Michigan unless
the Parties agree otherwise or the arbitrator selected by the Parties orders
otherwise. Punitive or exemplary damages shall not be awarded. This Section 5.06
is subject to the Federal Arbitration Act, 28 U.S.C.A. Section 1, et seq., or
comparable legislation in non-U.S. jurisdictions, and judgment upon the award
rendered by the arbitrator may be entered by any court having jurisdiction.

     Section 5.07. Jurisdiction. Subject to Section 5.06, the Parties hereto
agree that any suit, action or proceeding seeking to enforce any provision of,
or based on any matter arising out of or in connection with, this Agreement or
the transactions contemplated hereby shall be brought in any federal court
sitting in Michigan or any Michigan State court sitting in the Wayne County or
Oakland County, Michigan, so long as one of such courts shall have subject
matter jurisdiction over such suit, action or proceeding, and that any cause of
action arising out of this Agreement shall be deemed to have arisen from a
transaction of business in the State of Michigan. Each of the Parties hereby
irrevocably consents to the jurisdiction of such courts (and of the appropriate
appellate courts therefrom) in any such suit, action or proceeding and
irrevocably waives, to the fullest extent permitted by law, any objection that
it may now or hereafter have to the laying of the venue of any such suit, action
or proceeding in any such court or any objection that any such suit, action or
proceeding brought in any such court has been brought in an inconvenient forum.
Process in any such suit, action or proceeding may be served on any Party
anywhere in the world, whether within or without the jurisdiction of any such
court.

     Section 5.08. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY.

     Section 5.09. Counterparts; Effectiveness; Third Party Beneficiaries. This
Agreement may be signed in counterparts, each of which shall be an original,
with the same effect as if the signatures thereto and hereto were upon the same
instrument. This Agreement shall become effective when each Party hereto shall
have received a counterpart hereof signed by the other Party hereto. Until and
unless each Party has received a counterpart hereof signed by the other Party
hereto, this Agreement shall have no effect and no Party shall have any right or
obligation hereunder (whether by virtue of any other oral or written agreement
or other communication). No provision of this Agreement is intended to confer
any rights, benefits, remedies, obligations or liabilities hereunder upon any
Person other than (i) the Parties hereto and their respective successors and
permitted


                                       10

assigns under Section 5.04 and (ii) as Ford expressly provided in Section 5.08
of the Visteon "B" Purchase Agreement.

     Section 5.10. Entire Agreement. The Master Agreement between Ford and
Visteon dated October 1, 2005, this Agreement, the Contribution Agreement dated
September 12, 2005 between Visteon and Automotive Components Holdings, Inc.
f/k/a/ VFH Holdings Inc., the other Contribution Agreement Transaction Documents
(as defined in the foregoing Contribution Agreement), the Visteon "A"
Transaction Agreement, the Visteon "A" Transaction Documents (as defined in the
Visteon "A" Purchase Agreement), the Visteon "B" Purchase Agreement, the Visteon
"B" Transaction Documents (as defined in the Visteon "B" Purchase Agreement),
and the Confidentiality Agreement dated October 1, 2004 between Ford and
Visteon, constitute the entire agreement between the Parties with respect to the
subject matter of such agreements and supersede all prior agreements and
understandings, both oral and written, between the Parties with respect to the
subject matter of such agreement.

     Section 5.11 Severability. If any term, provision, covenant or restriction
of this Agreement is held by a court of competent jurisdiction or other
authority to be invalid, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions of this Agreement shall remain in full
force and effect and shall in no way be affected, impaired or invalidated so
long as the economic or legal substance of the transactions contemplated hereby
is not affected in any manner materially adverse to any Party. Upon such a
determination, the Parties shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the Parties as closely as
possible in an acceptable manner in order that the transactions contemplated
hereby be consummated as originally contemplated to the fullest extent possible.

     Section 5.12. Specific Performance. The Parties hereto agree that
irreparable damage would occur if any provision of this Agreement were not
performed in accordance with the terms hereof and that the Parties shall be
entitled to an injunction or injunctions to prevent breaches of this Agreement
or to enforce specifically the performance of the terms and provisions hereof in
the courts specified in Section 5.07.


                                       11

     IN WITNESS WHEREOF, Ford and Visteon have caused this Agreement to be
executed in multiple counterparts by their duly authorized representatives.

FORD MOTOR COMPANY                       VISTEON CORPORATION


By: /s/ Donat R. Leclair                 By: /s/ James F. Palmer
    ----------------------------------       -----------------------------------
Name: Donat R. Leclair                   Name: James F. Palmer
      --------------------------------         ---------------------------------
Title: Executive Vice President          Title: Executive Vice President
       and Chief Financial Officer              and Chief Financial Officer
       -------------------------------          --------------------------------


                                       12

                                                                   Exhibit 10.10

                 VISTEON SALARIED EMPLOYEE TRANSITION AGREEMENT

     This Agreement relating to certain employment matters and employee benefit
plans (this "AGREEMENT" ) dated effective as of October 1, 2005 (the "EFFECTIVE
DATE") is made and entered into by and between Visteon Corporation, a Delaware
corporation ("VISTEON") and Ford Motor Company, a Delaware corporation ("FORD").
Visteon and Ford are referred to herein individually as a "PARTY" and
collectively as the "PARTIES".

                                   WITNESSETH:

     WHEREAS, Visteon and Ford have agreed to restructure their business and
commercial relationships, resulting in, among other matters, a Ford controlled
entity acquiring, through the purchase of Automotive Components Holdings, Inc.
f/k/a VFH Holdings, Inc., a Delaware corporation, certain assets and liabilities
related to Visteon's North American business pursuant to a Visteon "B" Purchase
Agreement dated as of September 12, 2005 which assets will be held by Automotive
Components Holdings, LLC f/k/a/ VFH Holdings, LLC, a Delaware limited liability
company ("ACH") and wholly-owned subsidiary of Automotive Components Holdings,
Inc. f/k/a/ VFH Holdings, Inc.;

     WHEREAS, Visteon is engaged in the business of manufacturing and assembling
automotive parts and providing related services at its Rawsonville plant
("RAWSONVILLE PLANT"), Sterling I and II plants and Sterling Test Labs
(collectively "STERLING PLANTS") (each of Rawsonville Plant and Sterling Plants
a "PLANT" and collectively the "PLANTS"), located in Southeast Michigan (the
"BUSINESS");

     WHEREAS, pursuant to the Contribution Agreement between Visteon Corporation
and Automotive Components Holdings, Inc. f/k/a/ VFH Holdings, Inc. dated as of
September 12, 2005 (the "Contribution Agreement"), Visteon agreed to contribute
the Plants to ACH;

     WHEREAS, pursuant to the terms of a Memorandum of Agreement dated as of May
24, 2005 by and between the International Union, United Automobile Aerospace and
Agricultural Implement Workers of America, UAW and its affiliated locals
(collectively, "UAW" or the "UNION"), Ford and Visteon (the "MOA"), the parties
thereto agreed that the Plants would be transferred to Ford provided that a
local competitive operating agreement ("COA") for each Plant is approved by the
UAW prior to the closing date of the restructuring actions. If COA's are not
approved by such closing date, the Plants will remain ACH owned plants. If a COA
is approved at the Sterling Plants but not the Rawsonville Plant, or vice versa,
then only the Plant that approved the COA would be transferred to Ford;

     WHEREAS, Visteon employs certain salaried employees who are either employed
at the Plants or otherwise principally support the Business ("VISTEON SALARIED
EMPLOYEES"); and

     WHEREAS, in the event any of the Plants are transferred from ACH to Ford,
the Parties desire that the Visteon Salaried Employees associated with the
Plants be transferred to Ford effective on the Employment Date (as hereafter
defined).

     NOW, THEREFORE, in consideration of the premises and mutual promises herein
made, and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Parties agree as follows:

                                    ARTICLE 1
                                   DEFINITIONS

     Section 1.01. Definitions. Unless otherwise defined herein, the capitalized
terms used herein shall have the following meanings:

     "EMPLOYEE ROSTER" shall mean for each of the Plants a list of the Visteon
Employees as of May 24, 2005 who either (i) are engaged in the Business and are
assigned to the Plants; or (ii) principally support the Business as of May 24,
2005, together with such other information as Ford may reasonably require, as
set forth in Exhibit 1.01 attached hereto.

     "TRANSFERRED EMPLOYEES" shall mean:

     (i) Active Visteon Employees who are transferred pursuant to the terms
hereof and who either (A) are engaged in the Business and who are actively at
work at the Plants the day immediately prior to the Transition Date including
those on contractual paid time off (i.e., jury duty, bereavement, short term
military service, vacation and holiday); or (B) principally support the
Business, regardless of location, as verified by Ford prior to the Transition
Date;

     (ii) Inactive Visteon Employees who make an Effective Return to Work (as
hereafter defined) after the Transition Date. For this purpose, "EFFECTIVE
RETURN TO WORK" shall mean the period of time (i.e., one month) that an employee
must be back to work at Visteon before being eligible to file a new claim for
any condition as determined under the Visteon Salaried Disability Plan; and

     (iii) Former Active Visteon Employees who as of the Transition Date are
Visteon employees and are assigned by Visteon to work in parts of Visteon's
business other than the Business, on the date of such return, subject to Ford
approval.

     "TRANSITION DATE" shall mean January 1, 2006.

     "VISTEON EMPLOYEES" shall mean:

     (i) U.S. persons who are enrolled on the Visteon salaried payroll who are
full-time employees, and who either are (A) engaged in the Business and

actively at work at the Plants on the day immediately prior to the Transition
Date, including those on contractual paid time off with reinstatement rights
(i.e., paid absence for jury duty, bereavement, short term military service,
vacation or holiday), and those on reduced or alternate work schedules ("ACTIVE
VISTEON EMPLOYEES"); or (B) who are principally engaged in the support of the
Business;

     (ii) U.S. persons who are enrolled on the Visteon salaried payroll who are
full-time employees who are not at work at the Plants the day immediately prior
to the Transition Date and who are entitled to reinstatement on return to
employment, including those on leave of absence, layoff status, workers'
compensation leave, short term disability leave or long term disability leave
("INACTIVE VISTEON EMPLOYEES"). For avoidance of doubt, Inactive Visteon
Employees shall not include Visteon employees without reinstatement rights such
as former Visteon employees who have terminated service by quit, death,
voluntary or involuntary separation; and

     (iii) U.S. persons who are enrolled on the Visteon salaried payroll who are
full-time employees who work for businesses of Visteon other than the Business
but who were former Active Visteon Employees with a right to return home to the
Plants at the conclusion of the present assignment to the other businesses
("FORMER ACTIVE VISTEON EMPLOYEES").

                                    ARTICLE 2
                            EMPLOYMENT RESPONSIBILITY

     Section 2.01. Employee Census. A preliminary employee census is attached as
Schedule 2.01 ("PRELIMINARY EMPLOYEE CENSUS"). The Preliminary Employee Census
sets forth:

          (i) a list of all Active Visteon Employees by Plant, name and global
     identification number;

          (ii) a list of all Inactive Visteon Employees by Plant, name and
     global identification number;

          (iii) a list of all Former Active Visteon Employees by Plant, name and
     global identification number;

          (iv) the job classification of each Active, Inactive or Former Active
     Visteon Employee;

          (v) the Visteon Service Date of each Active, Inactive or Former Active
     Visteon Employee;

          (vi) the monthly base salary applicable to each Active, Inactive or
     Former Active Visteon Employee;

          (vii) the reason for any absence of any Visteon Inactive Employee and
     the date any leave expires; and

          (viii) the assignment of any Former Active Visteon Employee and the
     date such employee is expected to return from the non-Business assignment.

     Within ten (10) days of the date hereof, Ford shall compare the Preliminary
Employee Census with the Employee Roster and to the extent of any discrepancies,
Visteon shall explain to Ford the basis for such discrepancies. Ford shall have
the unilateral right to reject any Visteon Employee listed on the Preliminary
Employee Census if such employee was not listed on the Employee Roster and the
discrepancy, in the sole judgment of Ford, is not reasonably explained. Visteon
shall revise the Preliminary Employee Census accordingly as of the Transition
Date to reflect any applicable changes after consultation with Ford. The revised
Employee Census shall be delivered to Ford within ten (10) days of the
Transition Date. Ford shall have an additional ten days (10) to approve the
revised Employee Census. After the revised Employee Census is approved by Ford,
it shall be the Final Employee Census. Visteon shall provide Ford, in a manner
mutually agreed upon, with the social security numbers for each Active and
Inactive Visteon Employee included in the Final Employee Census and both parties
shall use their commercially reasonable best efforts to keep such social
security numbers confidential.

     Section 2.02. Employment Transfer. Visteon shall transfer the employment of
the Active Visteon Employees effective as of the Transition Date and such
employees shall become Transferred Employees effective on the Transition Date.
If an Inactive Visteon Employee makes an Effective Return to Work, Visteon shall
transfer the employment of such employee to Ford effective on the date the
Inactive Visteon Employee makes the Effective Return to Work ("REINSTATEMENT
DATE"), and such employee shall become a Transferred Employee on the
Reinstatement Date. For the period commencing with the Inactive Visteon
Employee's return to work and the Effective Return to Work, the Inactive Visteon
Employee will remain on Visteon's salaried employment rolls and shall be leased
to Ford under the terms of the Visteon Salaried Employee Lease Agreement
(Rawsonville/Sterling) described in Section 2.07 hereof. Within thirty (30) days
prior to the date a Former Active Visteon Employee is scheduled to return to a
Plant from a non-Business assignment, Visteon and Ford shall meet to discuss the
circumstances with respect to such employee and Ford, at its option, may
authorize the transfer of the Former Active Visteon Employee to Ford effective
as of the date such employee is scheduled to return (the "RETURN DATE"). Such an
employee shall become a Transferred Employee on the Return Date. If Ford elects
not to authorize the transfer of the Former Active Visteon Employee, Visteon
shall be responsible for such employee in all respects. The Transition Date, the
Reinstatement Date, or the Return Date, as applicable, shall be known hereafter
as the "EMPLOYMENT DATE."

     Section 2.03. Service Date. The service date of the Transferred Employees
shall be the Employment Date, except as otherwise provided for in this
Agreement. For purposes of fulfilling a Ford requirement of time on position for
transfers or promotions, Ford shall credit the time at Visteon or at Ford prior
to July 1, 2000, towards any such time requirements.

     Section 2.04. Employment and Medical Records.

     (a) Employment Records. Visteon shall transfer to Ford any employment
records of any kind related to the Transferred Employees as soon as practicable
after the Employment Date. To the extent that any state law requires employee
consent to such transfer, the Parties shall use their respective best efforts to
obtain employee consent to such transfer. Visteon shall cooperate in any
requests by Ford to scan such records into Ford's central data base.

     (b) Medical Records. For purposes of this Section (b), a "MEDICAL RECORD"
shall include, but is not limited to, reports, histories and physicals, progress
notes, and other patient information (e.g., x-rays and x-ray readings, medical
surveillance examinations, laboratory reports, operative reports, consultations,
etc.). The medical record may be maintained in hard copy and/or on computerized
systems. Visteon confirms that all Visteon Employees received a post-offer
preplacement health assessment prior to hire at Visteon and that the assessment
is the equivalent of a Ford post-offer preplacement screen. Ford shall not
require a post-offer pre-placement screen for a Transferred Employee. After the
Employment Date, all medical records with respect to the Transferred Employees
will either remain at the applicable Plant Medical Office or if maintained at a
different Visteon location, shall be transferred to the applicable Plant Medical
Office, and in either case shall be owned by Ford.

     Section 2.05. Vacation. Transferred Employees shall be grandfathered into
their Visteon vacation eligibility and Ford shall recognize such vacation
eligibility for purposes of the Ford vacation schedule. Visteon service shall be
counted towards any service related schedule for Ford vacation eligibility.

     Section 2.06. Salary. A Transferred Employee will be assigned to the
appropriate Ford salary grade or leadership level, as determined by Ford.
Individual base salaries will not be reduced.

     Section 2.07. Salaried Lease Arrangements. Between the Effective Date and
the Transition Date, Visteon agrees to lease to Ford the Active Visteon Salaried
Employees pursuant to the terms of the Visteon Salaried Employee Lease Agreement
(Rawsonville/Sterling) dated as of even date herewith between Ford and Visteon
("LEASE AGREEMENT"). In the event an Inactive Visteon Employee makes an
Effective Return to Work prior to the Transition Date, Visteon shall lease such
employee to Ford pursuant to the Lease Agreement until the Transition Date.
After the Transition Date, Visteon shall lease to Ford pursuant to the Lease
Agreement those Inactive Visteon Employees who have returned to work but not
made an Effective Return to Work for the period prior to their transfer to Ford.

                                    ARTICLE 3
                             EMPLOYEE BENEFIT PLANS

     Section 3.01. Primary Pension Plans.

     (a) Ford Retirement Plan. The Ford Retirement Plan ("FRP") shall provide
retirement benefits on or after the Employment Date for all Transferred
Employees. Vesting and eligibility for benefits under the FRP shall be
determined by using the Transferred Employee's Visteon service date; provided,
however, that the Ford original hire date will be used for those employees who
had service prior to July 1, 2000.

     (b) Transferred Employees with Grow-In Rights Under the Ford General
Retirement Plan. Pursuant to the Amended and Restated Employee Transition
Agreement between Ford and Visteon dated as of April 1, 2000 and restated as of
December 19, 2003, and as amended by Amendment Number One to Amended and
Restated Employee Transition Agreement dated effective as of December 19, 2003,
and as further amended by Amendment Number Two to Amended and Restated Employee
Transition Agreement dated as of even date herewith ("EMPLOYEE TRANSITION
AGREEMENT"), certain Ford employees who were transferred to Visteon from Ford
who as of July 1, 2000 had a combination of age and credited service under the
Ford General Retirement Plan ("GRP") that equals or exceeds sixty points and
could have become eligible for normal or regular early retirement under the GRP
within the period after July 1, 2000 equal to the employee's credited service
under the GRP as of July 1, 2000 ("GROUP II EMPLOYEE"), were given rights to
grow into a GRP normal or regular early retirement benefit, special early
retirement benefit or disability benefit, but only to the extent provided under
the Employee Transition Agreement. The GRP benefit for grow-in eligible
Transferred Employees will be administered as follows:

          (i) Years of credited service under the GRP prior to July 1, 2000
     shall be used to determine the amount of the GRP benefit. The benefit rates
     shall be those in effect at the time of retirement.

          (ii) The sum of the years of credited service under the GRP prior to
     July 1, 2000, plus years of service at Visteon (or any predecessor
     company), plus years of service under the FRP after the Transition Date,
     shall be used solely for the purposes of fulfilling the minimum years of
     credited service required as a condition of eligibility for GRP benefits,
     but not for the purposes of calculating the benefit amount.

          (iii) Solely for purposes of determining the contributory benefit
     under the GRP, Final Average Monthly Salary under the GRP shall mean the
     highest average monthly salary paid to a Transferred Employee by Ford or
     Visteon as of the five consecutive December 31 dates that occur during the
     120 consecutive months ending with the last month employed by Ford.

          (iv) To the extent GRP benefits are related to completion of a
     specified period of credited service (e.g. Early Retirement Supplement),
     and the Transferred Employee meets the eligibility conditions, the amount
     of the benefit payable under the GRP shall be determined as follows: The
     Early Retirement Supplement in effect at retirement shall be multiplied by
     a fraction, the numerator of which shall be the years of credited service
     under the GRP (not to exceed thirty years) and the denominator of which
     shall be thirty years. For example, a Transferred Employee with ten years
     of GRP credited service prior to July 1, 2000 and 25 years of service with
     Visteon and Ford after July 1, 2000 for total combined service of 35 years
     shall be eligible for 10/30 of a GRP Early Retirement Supplement payable to
     age 62 and one month.

          (v) If a Transferred Employee does not have thirty years of
     eligibility service to qualify for an Early Retirement Supplement but
     otherwise achieves retirement eligibility, the amount of the GRP Temporary
     or Interim Supplement shall be determined by multiplying the rate in effect
     at retirement for the Temporary or Interim Supplement by the years of
     credited service under the GRP payable to age 62 and one month.

     (c) Transferred Employees with Retirement Eligibility Under the GRP.
Pursuant to the Employee Transition Agreement, certain Ford employees who were
transferred to Visteon were eligible to retire under the normal retirement,
regular early retirement, special early retirement or disability benefit
provisions of the GRP and had not commenced benefits as of the Employment Date.
The GRP benefits for such retirement eligible Transferred Employees will be
administered as follows:

          (i) Years of credited service under the GRP prior to July 1, 2000
     shall be used to determine the amount of the GRP benefit. The benefit rates
     shall be those in effect at the time of retirement.

          (ii) The sum of the years of credited service under the GRP prior to
     July 1, 2000, plus years of service at Visteon (or any predecessor
     company), plus years of service under the FRP after the Transition Date,
     shall be used solely for the purposes of fulfilling the minimum years of
     credited service required as a condition of eligibility for GRP benefits,
     but not for the purposes of calculating the benefit amount.

          (iii) Solely for purposes of determining the contributory benefit
     under the GRP, Final Average Monthly Salary under the GRP shall mean the
     highest average monthly salary paid to a Transferred Employee by Ford or
     Visteon as of the five consecutive December 31 dates that occur during the
     120 consecutive months ending with the last month employed by Ford.

          (iv) To the extent GRP benefits are related to completion of a
     specified period of credited service (e.g., Early Retirement Supplement),
     and the Transferred Employee meets the eligibility conditions, the amount

     of the benefit payable under the GRP shall be determined as follows: The
     Early Retirement Supplement in effect at retirement shall be multiplied by
     a fraction, the numerator of which shall be the years of credited service
     under the GRP (not to exceed thirty years) and the denominator which shall
     be thirty years. For example, a Transferred Employee with ten years of GRP
     credited service prior to July 1, 2000 and 25 years of service with Visteon
     and Ford after July 1, 2000 for total combined service of 35 years shall be
     eligible for 10/30 of a GRP Early Retirement Supplement payable to age 62
     and one month.

          (v) If a Transferred Employee does not have thirty years of
     eligibility service to qualify for an Early Retirement Supplement but
     otherwise achieves retirement eligibility, the amount of the GRP Temporary
     or Interim Supplement shall be determined by multiplying the rate in effect
     at retirement for the Temporary or Interim Supplement by the years of
     credited service under the GRP and is payable to age 62 and one month.

     (d) Late Transfers. To the extent that any Transferred Employees were
transferred from Ford to Visteon on any date after July 1, 2000, service under
the GRP to the date of transfer will be used for purposes of Sections (b) and
(c) above.

     Section 3.02. Savings Plans. Visteon Employee contributions to the Visteon
Investment Plan ("VIP") shall cease effective with the first pay period
beginning after the Employment Date. Outstanding VIP loan balances will be
retained in the VIP and Transferred Employees will receive coupon books from the
VIP 401(k) service provider to continue loan repayments. Transferred Employees
may continue to manage their accounts under the VIP, but, to the extent
permitted by law, no new loans may be initiated after December 31, 2005,
pursuant to existing plan terms.

     Transferred Employees as of the Employment Date may commence pretax and
after tax contributions up to an aggregate of 50% of base wages in the Ford
Motor Company Savings and Stock Investment Plan ("SSIP") on the same terms and
conditions as other Ford employees. Transferred Employees may elect to
participate in the SSIP. Ford shall cause the SSIP to mail to the Transferred
Employees an enrollment package in which the Transferred Employee may select
deferral percentages and designate investment elections. Eligibility for Ford
Matching Contributions in the SSIP, to the extent available, shall be determined
by using the Transferred Employee's Visteon service date; provided, however,
that the Ford original hire date will be used for those employees who had Ford
service prior to July 1, 2000. SSIP will accept rollovers of eligible VSP
distributions if so elected by the Transferred Employee on the same basis as
SSIP receives rollovers from other employers' qualified defined contribution
plans. SSIP will accept rollovers of outstanding loan balances of only those
Transferred Employees who elect to rollover assets within the specified time
frame to be determined by Ford.

     Section 3.03. Health Benefits. Transferred Employees as of the Employment
Date shall be eligible for the Ford-Salaried Health Care Program. Such employees
shall be subject to the Ford waiting period for such coverages but Visteon
service will be counted towards the waiting period. Visteon Flex Benefits will
terminate at 12 a.m. on the Employment Date. Transferred Employees will be
enrolled in a comparable plan as a new hire. During the Ford Flex Open
Enrollment Period, Transferred Employees will be given the option to choose
additional Flex benefits for the 2006 Flex Plan Year, commencing June 1, 2006.
Transferred Employees shall be eligible to participate in the Ford Comprehensive
Medical Plan provided they (i) had a prior Ford Service Date on or before June
1, 1995; and (ii) were enrolled in the Visteon Comprehensive Medical Plan
immediately prior to the Employment Date.

     Section 3.04. Life Insurance Programs.

     (a) Company Paid Life Insurance Coverage. Transferred Employees as of the
Employment Date shall be eligible for coverage through the Ford Salary Group
Life and Accidental Death and Dismemberment Insurance Program effective as of
the Employment Date. Transferred Employees shall be required to execute a new
beneficiary designation form, as required by Ford's plan administrator. In the
event of a death prior to receipt of a new beneficiary designation form, Ford
shall use the last beneficiary form of record under the Visteon Group Life
Insurance Program.

     (b) Employee Paid Optional Life Insurance Coverage, Spouse Group Life
Insurance and Children Insurance. Payroll deduction of premiums for optional
life insurance coverage, spouse group life insurance and children insurance
under the Visteon plans shall cease the day prior to the Employment Date.
Transferred Employees shall be eligible for coverage in approximately the same
amount as was available under the Visteon plan with coverage to be effective on
the Employment Date. Transferred Employees shall be required to execute a new
beneficiary designation form, as required by Ford's plan administrator, in the
case of optional life coverage. In the event of a death prior to receipt of a
new beneficiary designation form, Ford shall use the last beneficiary form of
record under the Visteon optional life insurance program.

     (c) Optional Accident Insurance. Transferred Employees as of the Employment
Date shall be eligible for coverage through the Ford Optional Accident Insurance
Program effective as of the Employment Date. Transferred Employees with coverage
under the Visteon Optional Accident Insurance Program shall be eligible for
coverage in approximately the same amount as was available under the Visteon
plan and shall be required to execute a new beneficiary designation form as
required by Ford's plan administrator. In the event of a death prior to receipt
of a new beneficiary designation form, Ford shall use the last beneficiary form
of record under the Visteon Optional Accident Insurance Program.

     Section 3.05. Disability Insurance Programs. Transferred Employees as of
the Transition Date shall be eligible for coverage through the Ford Salaried
Disability Insurance Program ("SALARIED DISABILITY PLAN") effective as of the
Employment Date, provided, however, that the six month waiting period shall be
waived and the Transferred Employees will be provided benefits as if they had
seven months of service. As of the Employment Date, Transferred Employees shall
be eligible for fifty (50) days of salary continuance under the Salaried
Disability Plan. Upon attaining three years of service, Transferred Employees
shall be eligible for sixty three (63) days of salary continuance under the
Salaried Disability Plan.

     Section 3.06. Ford Post-Retirement Health, Life and Other Benefits. Except
as provided below, a Transferred Employee's eligibility for Ford post-retirement
health, life and other benefits shall be based on the Employment Date. A
Transferred Employee who had rights to grow-into a Ford GRP Benefit (See Section
3.01(b) above) or was retirement eligible prior to July 1, 2000 (See Section
3.01(c) above), shall be eligible for Ford post-retirement benefits upon
achieving eligibility for the GRP benefit and retiring. The Ford post-retirement
benefits will be available on the same terms and conditions that are available
to other Ford employees with such eligibility retiring at the same time. Ford
will assume responsibility for any post retirement health, life and other
benefits retroactive to the date of spin-off of Visteon from Ford, as further
described in Amendment Number Two to the Employee Transition Agreement between
Ford and Visteon.

     Section 3.07. Flexible Compensation Account. Transferred Employees will not
be eligible to participate in the Ford Flexible Compensation Account.
Transferred Employees with a Visteon service date prior to June 1, 2001, and who
were eligible to participate in the Visteon Flexible Compensation Account, and
who have more than ten years of combined Visteon and Ford service, shall have
the $1,600 Flexible Compensation Account benefit incorporated into the annual
base salary at Ford. For Transferred Employees with less than ten years of
combined Ford and Visteon service, but who have a Visteon service date prior to
June 1, 2001, the next increment in the Flexible Compensation Account grow-in
will be rolled into the Ford annual base salary.

                                    ARTICLE 4
                             OTHER EMPLOYEE MATTERS

     Section 4.01. Workers' Compensation (W.C.). All claims and liabilities,
which relate to injuries affecting Transferred Employees that occur on or after
the Employment Date, shall be processed under the Ford self-insured W.C.
Program. All claims and liabilities which relate to injuries affecting
Transferred Employees which occurred prior to the Employment Date shall be
processed to conclusion under the Visteon self insured or State Funded W.C.
Program as appropriate.

     Section 4.02. Incentive Compensation Plans. Transferred Employees shall be
eligible to participate in the Ford Performance Bonus Plan, the Ford Annual
Incentive Compensation Plan, or the Ford Long Term Incentive Plan as applicable
depending on salary grade or leadership level effective on the Employment Date.
Payments under the Visteon Annual Incentive Plan ("AIP") and Visteon Long Term
Incentive Plan ("LTIP") attributable to calendar year 2005 or prior years, if
any, shall be paid by Visteon to a Transferred Employee otherwise eligible
therefor according to the methodology set forth on Schedule 4.02 attached
hereto, and Ford shall reimburse Visteon for certain of the costs as specified
on Schedule 4.02. Visteon shall render an invoice to Ford in such form and
containing such detail as Ford shall reasonably require five business days prior
to the end of the month and Ford shall pay the total due on the invoice to
Visteon on the last business day of the month.

     Section 4.03. Vehicle Purchase Plan and Management Lease Program. On or
after the Employment Date, Transferred Employees shall be eligible to
participate in the Ford Vehicle Purchase and Assignment Plans applicable to Ford
salaried employees. If a Transferred Employee has a vehicle lease as of the
Employment Date, Ford shall continue to pay the Visteon Vehicle Allowance to
such Transferred Employee until the earlier of (i) the expiration of his or her
vehicle lease, provided that such Transferred Employee presents evidence of the
lease or (ii) the Transferred Employee takes delivery of a vehicle under the
Ford management vehicle lease program. If a Transferred Employee does not have a
vehicle lease as of the Employment Date, Ford shall continue to pay the Visteon
Vehicle Allowance for the lesser of (i) a period of 12 months from the
Employment Date or (ii) until such Transferred Employee takes delivery of a
vehicle under the Ford management vehicle lease program.

     Section 4.04. Family Support, Garnishments and Legal Holds.

     (a) Family Support. Visteon shall notify governmental agencies in advance
of the Employment Date of the change of employer in order that such agencies may
refile with Ford.

     (b) Garnishments. Neither Visteon nor Ford shall notify any creditor of a
Transferred Employee of the change of employer. A Transferred Employee may
notify his or her creditor of the change of employer.

     (c) Legal Holds. Visteon shall inform the applicable courts in advance of
the Transition Date of the change of employer and the need to refile with Ford.

     Section 4.05. Employee Wage and Benefit Liabilities. Visteon shall pay,
discharge and be responsible for (i) all wages and other compensation arising
out of or relating to the employment of the Transferred Employees prior to the
Employment Date; (ii) any benefits arising under Visteon employee benefit plans
and programs relating to claims incurred or events that took place prior to the
Employment Date, including benefits with respect to claims incurred prior to the
Employment Date but reported after the Employment Date; and (iii) workers'
compensation claims, expenses, liabilities, or administrative responsibilities
of

any kind whatsoever with respect to injuries incurred prior to the Employment
Date, regardless of when reported. Ford shall pay, discharge and be responsible
for (i) all wages and other compensation arising out of or relating to the
employment of the Transferred Employees on or after the Employment Date; (ii)
any benefits arising under Ford employee benefit plans or programs applicable to
Transferred Employees relating to claims incurred or events that took place on
or after the Employment Date; and (iii) workers' compensation claims, expenses,
liabilities, or administrative responsibilities of any kind whatsoever with
respect to injuries incurred after the Employment Date.

     Section 4.06. Communications. No communication to or with respect to
Visteon Employees covering the transactions contemplated by this Agreement shall
be released without the mutual agreement of Visteon and Ford.

                                    ARTICLE 5
                                 INDEMNIFICATION

     Section 5.01. Indemnity. Ford shall indemnify Visteon and its affiliates
("VISTEON INDEMNITEES") against and agrees to hold it harmless from any and all
damage, loss, claim, liability and expense (including without limitation,
reasonable attorneys' fees and expenses in connection with any action, suit or
proceeding brought against any Visteon Indemnitee) incurred or suffered by any
Visteon Indemnitee arising out of (i) breach of any agreement made by Ford
hereunder; (ii) employment claims of Transferred Employees based on conditions
or actions which arise or take place subsequent to the Employment Date; or (iii)
any claim by Transferred Employees (or their dependents or beneficiaries),
arising out of or in connection with the operation, administration, funding or
termination of any of Ford's employee benefit plans or programs applicable to
Transferred Employees after the Employment Date, including, without limitation,
claims made to the Pension Benefit Guaranty Corporation ("PBGC"), the Department
of Labor ("DOL"), the Internal Revenue Service ("IRS"), the Securities and
Exchange Commission ("SEC") or comparable federal or national agencies in the
United States.

     Visteon shall indemnify Ford and its affiliates ("FORD INDEMNITEES")
against and agrees to hold them harmless from any and all damage, loss, claim,
liability and expense (including without limitation, reasonable attorneys' fees
and expenses in connection with any action, suit or proceeding brought against
any Ford Indemnitee incurred or suffered by any Ford Indemnitee arising out of
(i) breach of any agreement made by Visteon hereunder; (ii) employment claims of
Transferred Employees whenever made based on conditions or actions which arose
or took place prior to the Employment Date; or (iii) any claim by Transferred
Employees (or their dependents or beneficiaries), arising out of or in
connection with the operation, administration, funding or termination of any of
Visteon's employee benefit plans or programs applicable to Transferred Employees
prior to the Employment Date or in connection with the operation and
administration of any such plans on or after the Employment Date, including,

without limitation, claims made to the PBGC, DOL, IRS, SEC or comparable federal
or national agencies in the United States.

     Section 5.02. Procedure for Indemnity. The procedure for indemnification
under this Article 5 shall be the same procedure set forth in Section 7.03 of
the Visteon Salaried Employee Lease Agreement dated as October 1, 2005 between
Visteon and ACH ("VISTEON SALARIED EMPLOYEE LEASE AGREEMENT").

     Section 5.03. Survival of Indemnity Provisions. The provisions of this
Article shall survive the termination of this Agreement indefinitely or until
the latest date permitted by applicable law.

                                    ARTICLE 6
                               GENERAL PROVISIONS

     Section 6.01. Notices. All notices, requests and other communications to
any Party hereunder shall be in writing (including facsimile transmission and
electronic mail ("E-MAIL") transmission, so long as a receipt of such e-mail is
requested and received) and shall be given,

     if to Ford to:     Ford Motor Company
                        Office of the Secretary
                        One American Road
                        11th Floor World Headquarters
                        Dearborn, Michigan 48126
                        Facsimile No.: (313) 248-8713
                        E-mail: psherry@ford.com

                        with a copy to:

                        Ford Motor Company
                        Office of the General Counsel
                        One American Road
                        320 World Headquarters
                        Dearborn, Michigan 48126
                        Facsimile No.: (313) 337-3209
                        E-mail: bgoricha@ford.com

                        and to:

                        Davis Polk & Wardwell
                        450 Lexington Ave
                        New York, New York 10017
                        Attention: Paul Kingsley
                        Facsimile No.: (212) 450-3800
                        E-mail: paul.kingsley@dpw.com

     if to Visteon, to: Visteon Corporation
                        One Village Center Drive
                        Van Buren Township, Michigan 48111
                        Attention: General Counsel
                        Facsimile No.: (734) 710-7132
                        E-mail: jdonofri@visteon.com

                        with a copy to:

                        Weil, Gotshal & Manges LLP
                        767 Fifth Avenue
                        New York, New York 10153
                        Attention: Michael E. Lubowitz, Esq.
                        Facsimile No.: (212) 310-8007
                        E-mail: Michael.lubowitz@weil.com

or such other address or facsimile number as such Party may hereafter specify
for the purpose by notice to the other Parties hereto. All such notices,
requests and other communications shall be deemed received on the date of
receipt by the recipient thereof if received prior to 5:00 p.m. in the place of
receipt and such day is a business day in the place of receipt. Otherwise, any
such notice, request or

communication shall be deemed not to have been received until the next
succeeding business day in the place of receipt.

     Section 6.02. Amendments and Waivers. Any provision of this Agreement may
be amended or waived if, but only if, such amendment or waiver is in writing and
is signed, in the case of an amendment, by each Party to this Agreement, or in
the case of a waiver, by the Party against whom the waiver is to be effective.
No failure or delay by any Party in exercising any right, power or privilege
hereunder shall operate as a waiver thereof nor shall any single or partial
exercise thereof preclude any other or further exercise thereof or the exercise
of any other right, power or privilege. The rights and remedies herein provided
shall be cumulative and not exclusive of any rights or remedies provided by law.

     Section 6.03. Expenses. Except as otherwise provided herein, all costs and
expenses incurred in connection with this Agreement shall be paid by the Party
incurring such cost or expense.

     Section 6.04. Successors and Assigns. The provisions of this Agreement
shall be binding upon and inure to the benefit of the Parties hereto and their
respective successors and permitted assigns; provided that no Party may assign,
delegate or otherwise transfer any of its rights or obligations under this
Agreement without the consent of each other Party hereto. Upon any such
permitted assignment, the references in this Agreement to ACH shall also apply
to any such assignee unless the context otherwise requires.

     Section 6.05. Governing Law. This Agreement shall be governed by and
construed in accordance with the law of the State of Michigan, without regard to
the conflicts of law rules of such state.

     Section 6.06. Dispute Resolution. If a dispute arises between the Parties
relating to this Agreement, the following shall be the sole and exclusive
procedure for enforcing the terms hereof and for seeking relief, including but
not limited to damages, injunctive relief and specific performance:

          (a) The Parties promptly shall hold a meeting of senior executives
     with decision-making authority to attempt in good faith to negotiate a
     mutually satisfactory resolution of the dispute; provided that no Party
     shall be under any obligation whatsoever to reach, accept or agree to any
     such resolution; provided further, that no such meeting shall be deemed to
     vitiate or reduce the obligations and liabilities of the Parties or be
     deemed a waiver by a Party hereto of any remedies to which such Party would
     otherwise be entitled.

          (b) If the Parties are unable to negotiate a mutually satisfactory
     resolution as provided above, then upon request by either Party, the matter
     shall be submitted to binding arbitration before a sole arbitrator in
     accordance with the CPR Rules, including discovery rules, for
     Non-Administered Arbitration. Within five business days after the selection
     of the arbitrator, each Party shall submit its requested relief to the
     other Party

     and to the arbitrator with a view toward settling the matter prior to
     commencement of discovery. If no settlement is reached, then discovery
     shall proceed. Upon the conclusion of discovery, each Party shall again
     submit to the arbitrator its requested relief (which may be modified from
     the initial submission) and the arbitrator shall select only the entire
     requested relief submitted by one Party or the other, as the arbitrator
     deems most appropriate. The arbitrator shall not select one Party's
     requested relief as to certain claims or counterclaims and the other
     Party's requested relief as to other claims or counterclaims. Rather, the
     arbitrator must only select one or the other Party's entire requested
     relief on all of the asserted claims and counterclaims, and the arbitrator
     will enter a final ruling that adopts in whole such requested relief. The
     arbitrator will limit his/her final ruling to selecting the entire
     requested relief he/she considers the most appropriate from those submitted
     by the Parties.

          (c) Arbitration shall take place in the City of Dearborn, Michigan
     unless the Parties agree otherwise or the arbitrator selected by the
     Parties orders otherwise. Punitive or exemplary damages shall not be
     awarded. This Section 6.06 is subject to the Federal Arbitration Act, 28
     U.S.C.A. Section 1, et seq., or comparable legislation in non-U.S.
     jurisdictions, and judgment upon the award rendered by the arbitrator may
     be entered by any court having jurisdiction.

     Section 6.07. Jurisdiction. Subject to Section 6.06, the Parties hereto
agree that any suit, action or proceeding seeking to enforce any provision of,
or based on any matter arising out of or in connection with, this Agreement or
the transactions contemplated hereby shall be brought in any federal court
sitting in Michigan or any Michigan State court sitting in Wayne County or
Oakland County, Michigan, so long as one of such courts shall have subject
matter jurisdiction over such suit, action or proceeding, and that any cause of
action arising out of this Agreement shall be deemed to have arisen from a
transaction of business in the State of Michigan, and each of the Parties hereby
irrevocably consents to the jurisdiction of such courts (and of the appropriate
appellate courts therefrom) in any such suit, action or proceeding and
irrevocably waives, to the fullest extent permitted by law, any objection that
it may now or hereafter have to the laying of the venue of any such suit, action
or proceeding in any such court or that any such suit, action or proceeding
brought in any such court has been brought in an inconvenient forum. Process in
any such suit, action or proceeding may be served on any Party anywhere in the
world, whether within or without the jurisdiction of any such court.

     Section 6.08. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY.

     Section 6.09. Counterparts; Effectiveness; Third Party Beneficiaries. This
Agreement may be signed in any number of counterparts, each of which shall be an
original, with the same effect as if the signatures thereto and hereto were upon
the same instrument. This Agreement shall become effective when each Party
hereto shall have received a counterpart hereof signed by all of the other
Parties hereto. Until and unless each Party has received a counterpart hereof
signed by the other Party hereto, this Agreement shall have no effect and no
Party shall have any right or obligation hereunder (whether by virtue of any
other oral or written agreement or other communication). No provision of this
Agreement is intended to confer any rights, benefits, remedies, obligations or
liabilities hereunder upon any Person other than the Parties hereto and their
respective successors and permitted assigns under Section 6.04.

     Section 6.10. Entire Agreement. This Agreement, the Employee Transition
Agreement, and the other documents executed in connection with the transaction
constitute the entire agreement between the Parties with respect to the subject
matter of this Agreement and supersede all prior agreements and understandings,
both oral and written, between the Parties with respect to the subject matter of
this Agreement and the other transaction documents.

     Section 6.11. Severability. If any term, provision, covenant or restriction
of this Agreement is held by a court of competent jurisdiction or other
authority to be invalid, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions of this Agreement shall remain in full
force and effect and shall in no way be affected, impaired or invalidated so
long as the economic or legal substance of the transactions contemplated hereby
is not affected in any manner materially adverse to any Party. Upon such a
determination, the Parties shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the Parties as closely as
possible in an acceptable manner in order that the transactions contemplated
hereby be consummated as originally contemplated to the fullest extent possible.

     Section 6.12. Specific Performance. The Parties hereto agree that
irreparable damage would occur if any provision of this Agreement were not
performed in accordance with the terms hereof and that the Parties shall be
entitled to an injunction or injunctions to prevent breaches of this Agreement
or to enforce specifically the performance of the terms and provisions hereof in
the courts specified in Section 6.07, in addition to any other remedy to which
they are entitled at law or in equity.

     Section 6.13. Failure to Implement Competitive Local Operating Agreements.
In the event that either of the Plants is unable to implement COA's by the
closing date of the restructuring transactions, then such Plant shall remain a
ACH asset and shall not be transferred to Ford. In such event, this Agreement
will be null and void as to such Visteon Employees associated with such Plant
and such employees will remain Visteon Employees and will not be transferred to
Ford under the terms of this Agreement but shall become leased employees under
the Visteon Salaried Employee Lease Agreement.

     IN WITNESS WHEREOF, Ford and Visteon have caused this Agreement to be
executed in multiple counterparts by their duly authorized representatives.

                                        FORD MOTOR COMPANY


                                        By: /s/ Donat R. Leclair
                                            ------------------------------------
                                        Name: Donat R. Leclair
                                              ----------------------------------
                                        Title: Executive Vice President
                                               and Chief Financial Officer
                                               ---------------------------------
                                        Date:  October 1, 2005
                                              ----------------------------------


                                        VISTEON CORPORATION


                                        By: /s/ James F. Palmer
                                            ------------------------------------
                                        Name: James F. Palmer
                                              ----------------------------------
                                        Title: Executive Vice President
                                               and Chief Financial Officer
                                               ---------------------------------
                                        Date:  October 1, 2005
                                              ----------------------------------

                                                                   Exhibit 10.11

                                ESCROW AGREEMENT

          THIS ESCROW AGREEMENT is dated as of October 1, 2005 (this
"AGREEMENT"), and is entered into among FORD MOTOR COMPANY ("FORD"), VISTEON
CORPORATION ("VISTEON"), and DEUTSCHE BANK TRUST COMPANY AMERICAS ("ESCROW
AGENT").

          A. Ford and Visteon have entered into a Master Agreement dated as of
September12, 2005 (the "MASTER AGREEMENT") and a Visteon "A" Transaction
Agreement dated as of September 12, 2005 (the "VISTEON "A" TRANSACTION
AGREEMENT"). As part of the consideration under the Visteon A Transaction
Agreement, Ford is required to place into escrow with the Escrow Agent Four
Hundred Million Dollars ($400,000,000) for use by Visteon to restructure its
businesses.

          B. Ford and Visteon desire to more fully set forth in this Agreement
the terms and conditions applicable to the amount so retained in escrow.

          NOW, THEREFORE, in consideration of the above premises and the mutual
covenants herein contained, and for other good and valuable consideration given
by each party hereto to the other, the sufficiency and receipt of which are
hereby acknowledged, the parties hereto, intending to be legally bound, hereby
agree as follows:

1. ESTABLISHMENT OF ESCROW.

          1.1 Amount of Deposit. Pursuant to the Visteon "A" Transaction
Agreement, Ford shall deposit with the Escrow Agent on the date hereof (or, if
the date hereof is not a Business Day, on the next Business Day thereafter) the
sum of Four Hundred Million Dollars ($400,000,000). This amount shall constitute
a separate escrow fund (together with such other amounts that may be deposited
by Ford with the Escrow Agent pursuant to the terms of the Reimbursement
Agreement (as defined below), the "ESCROW FUND") to be governed by the terms of
this Agreement.

          1.2 Investment of Escrow Fund. The Escrow Agent shall hold the Escrow
Fund in a segregated account and shall invest and reinvest any part thereof and
accumulate the interest, income, and earnings thereon (the "ESCROW EARNINGS") in
Liquid Investments (defined below) as Visteon in its sole discretion, either
directly or through its agent, shall direct. Any Escrow Earnings, for all
purposes of this Agreement, will be treated the same as (and will be considered
to be) a part of the Escrow Fund. The Escrow Agent shall hold and safeguard the
Escrow Fund during the term hereof and shall treat the Escrow Fund as a trust
fund in accordance with the terms of this Agreement.

          1.3 Liquid Investments. "LIQUID INVESTMENTS" mean (a) money market
instruments, negotiable certificates of deposit, time deposits issued by, or
issued on the credit and backing of, any United States commercial bank with
capital and surplus in excess of $250,000,000; (b) obligations issued or
directly or indirectly guaranteed as to principal and interest by the United
States of America or any agency thereof and having a maturity of not more than
two years from the date of acquisition; (c) commercial paper which is rated not
less than prime-one or A-1 or their equivalents by Moody's Investor Service,
Inc.("MOODY'S") or Standard & Poor's Corporation ("S&P") or their successors;
(d) repurchase agreements or reverse repurchase agreements secured by any one or
more of the investments permitted by


                                       -1-



clauses (a), (b) and (c) above, and (e) one or more money market funds
registered under the Investment Company Act of 1940, as amended, with the
highest investment rating available from Moody's or S&P or their successors and
investing in securities referenced in clauses (a)-(d) above.

          1.4 Investment Procedures. The Escrow Agent shall use best efforts to
invest or reinvest the Escrow Fund if deposited with the Escrow Agent after
11:00 a.m. (E.S.T.) on such day of deposit but shall have no obligation to do
so. Instructions received after 11:00 a.m. (E.S.T.) will be treated as if
received on the following Business Day. The Escrow Agent shall have no
responsibility for any investment losses resulting from the investment,
reinvestment or liquidation of the Escrow Fund if invested in accordance with
the terms of this Agreement. Any interest or other income received on such
investment and reinvestment of the Escrow Fund shall become part of the Escrow
Fund and any losses incurred on such investment and reinvestment of the Escrow
Fund shall be debited against the Escrow Fund. If a selection is not made and a
written direction not given to the Escrow Agent, the Escrow Fund shall remain
uninvested with no liability for interest therein. It is agreed and understood
that the entity serving as Escrow Agent may earn fees associated with the
investments outlined above in accordance with the terms of such investments.
Notwithstanding the foregoing, the Escrow Agent shall have the power to sell or
liquidate the foregoing investments whenever the Escrow Agent shall be required
to release all or any portion of the Escrow Fund pursuant to this Agreement. In
no event shall the Escrow Agent be deemed an investment manager or adviser in
respect of any selection of investments hereunder. It is understood and agreed
that the Escrow Agent or its affiliates are permitted to receive additional
compensation that could be deemed to be in the Escrow Agent's economic
self-interest for (1) serving as investment adviser, administrator, shareholder
servicing agent, custodian or sub-custodian with respect to certain of the
investments, (2) using affiliates to effect transactions in certain investments
and (3) effecting transactions in Liquid Investments.

          1.5 Report on Investments. The Escrow Agent shall prepare and deliver
to Visteon and Ford a report on or before the 10th day after the end of each
month while funds remain in the Escrow Fund, which report shall set forth:

     -    Beginning balance of the Escrow Fund

     -    The Escrow Earnings during the applicable month

     -    All disbursements

     -    Additional deposits

     -    Fees to the Escrow Agent

     -    Ending balance of the Escrow Fund

     -    Investment activity

     -    A list of individual investments, including investment type, par
          amount, maturity date and CUSIP or ISN (if available)

Each of Visteon and Ford and its respective representatives shall have the right
to audit, at its expense, the Escrow Fund, including all disbursements and
income, upon reasonable advance written notice given to the Escrow Agent and the
other party.

2. DISBURSEMENTS.

          2.1 Request for Escrow Reimbursement. While funds remain in the Escrow
Fund, Visteon shall deliver a copy of a request for reimbursement from the
Escrow Fund (each, a "REQUEST FOR ESCROW REIMBURSEMENT") to the Escrow Agent and
to Ford at the same time, provided, however, that Visteon shall not be entitled
to make a Request for Escrow Reimbursement seeking reimbursement for a


                                       -2-



specific category of Reimbursable Restructuring Costs if a Final Award (defined
herein) previously rendered ruled that such category was not eligible for
reimbursement hereunder. At Visteon's request, a Request for Escrow
Reimbursement shall be submitted no more often than once each calendar month on
or before the tenth (10th) Business Day following the end of such month. Each
Request for Escrow Reimbursement shall only cover Reimbursable Restructuring
Costs and shall contain the following information:

          (a)  A certification by an officer of Visteon substantially in the
               form attached hereto as Exhibit A that the Request for Escrow
               Reimbursement covers only Reimbursable Restructuring Costs as
               defined herein; and

          (b)  Supporting documentation provided by Visteon to Ford (but not the
               Escrow Agent) showing the Reimbursable Restructuring Costs that
               have been incurred, which documentation shall be consistent with
               the documentation required to support the expense under FAS No.
               146 "Accounting for Costs Associated with Exit or Disposal
               Activities", FAS No. 112 "Employer's Accounting for
               Postemployment Benefits", FAS No. 87 "Employers' Accounting for
               Pensions", FAS No. 106 "Employers' Accounting for Postretirement
               Benefits Other than Pensions" or FAS No. 88 "Employers'
               Accounting for Settlements and Curtailments of Defined Benefit
               Pension Plans and for Termination Benefits", as applicable; or in
               each case any successor standard; and

          (c)  A summary of the Reimbursable Restructuring Costs incurred for
               each facility and for each separate restructuring action.

The term "REIMBURSABLE RESTRUCTURING COSTS" means costs incurred after May 24,
2005 by Visteon or its subsidiaries related to those activities to exit the
production of certain commodities or to transfer the production of certain
commodities, close or sell certain manufacturing, technical and/or other
administrative support facilities, or combine facilities, operations, or
workforce, in order to eliminate redundant capabilities, improve future
operations, and/or reduce overall costs, including those directly associated
with exit or disposal activities or related to involuntary and voluntary
employee separation programs that are accounted for in accordance with FAS No.
146 "Accounting for Costs Associated with Exit or Disposal Activities", employee
severance costs incurred as a result of restructuring actions in accordance with
FAS No. 112 "Employer's Accounting for Postemployment Benefits", pension and
other postemployment benefits costs incurred in accordance with FAS No. 87
"Employers' Accounting for Pensions", FAS No. 106 "Employers' Accounting for
Postretirement Benefits Other than Pensions", voluntary separation benefits or
curtailment costs incurred in accordance with FAS No. 88 "Employers' Accounting
for Settlements and Curtailments of Defined Benefit Pension Plans and for
Termination Benefits", amounts related to accrued fringe benefits that require
settlement in cash due to employee separation actions, such as for vacation
benefits, and/or any Separation Costs (as defined in the Reimbursement Agreement
(as defined below)) but only to the extent that Ford is no longer required to
pay for any Separation Costs under the Reimbursement Agreement.

Reimbursable Restructuring Costs do not include costs for routine or ongoing
repositionings and redeployments of productive facilities or workforce (e.g.,
normal plant rearrangement or employee relocation), nor do they include costs
for other routine or ordinary activities that would otherwise have been incurred
(e.g., planning and analysis, general or recurring financial and administrative
support).

The following are illustrative examples (but are not the exclusive examples) of
Reimbursable Restructuring Costs:


                                       -3-



- -    Severance pay for employees, including costs related to other benefits such
     as out-placement services and continuation of benefits such as medical
     coverage

- -    Special termination pension and other postemployment benefits

- -    The cost of early retirement incentive payments or other voluntary
     termination programs that may be offered, including reimbursements to Ford
     pursuant to Section 3.01(c)(ii) of the Amended and Restated Employee
     Transition Agreement between Ford and Visteon dated as of April 1, 2000 and
     restated as of December 19, 2003 and as amended as of the date hereof.

- -    Employee retraining costs

- -    Relocation expense for retained employees

- -    Costs to transfer, relocate and rearrange plants and equipment

- -    Cancellation costs, including leased equipment or obligations to perform
     under purchase orders

- -    Professional costs related to establishing and implementing restructuring
     actions

- -    Costs that will continue to be incurred under the contract for its
     remaining term without economic benefit to the entity (e.g. Fidelity or IT
     contracts)

The following are illustrative examples (but are not the exclusive examples) of
costs that do not constitute Reimbursable Restructuring Costs:

- -    Pension fund contributions, except as permitted above

- -    Non-cash expenses for write-off of capital equipment or inventory

- -    Capital spending

- -    Debt repayment or interest expense on debt

- -    Changes in reserves for environmental, warranty or product liability

- -    Wages, salaries, overhead, etc., associated with ongoing operations

          2.2 Excess Funds. (a) If any funds remain in the Escrow Fund after
December 31, 2012, then the Escrow Agent shall disburse the balance of the
Escrow Fund, including Escrow Earnings, if any, to Visteon, provided however, if
at any time prior to December 31, 2012 the Escrow Agent receives a written
notice from Ford that Visteon has undergone a Change of Control (defined herein)
then the Escrow Agent shall disburse such funds remaining in the Escrow Fund
after December 31, 2012 to Ford. If the funds remaining in the Escrow Fund after
December 31, 2012 would otherwise be required to be disbursed to Visteon under
the terms of this subsection, then such funds shall not be disbursed to Visteon
until all outstanding Requests for Disbursement shall first be deducted from the
funds remaining or, if any Request for Disbursement is being contested by
Visteon, a final settlement by the parties or a Final Award (defined herein) by
an arbitrator has been made and funds disbursed in accordance with such
settlement or award. If the funds remaining in the Escrow Fund after December
31, 2012 would otherwise be required to be disbursed to Ford under the terms of
this subsection, then such funds shall not be disbursed until all outstanding
Requests for Escrow Reimbursement have been deducted from the funds remaining
or, if any Request for Escrow Reimbursement is being contested by Ford, a final
settlement by the parties or a Final Award by an arbitrator has been made and
funds disbursed in accordance with such settlement or award. The Escrow Agent
shall disburse the balance of the Escrow Fund in accordance with the procedure
set forth in subsection 2.2(b).

          (b) Within five Business Days after December 31, 2012, the Escrow
Agent shall give written notice to Ford and Visteon of the Escrow Agent's intent
to disburse the remaining balance of the Escrow Fund. Within fifteen (15)
Business Days after receipt of such notice, each of Ford and Visteon


                                       -4-



shall then give written notice to Escrow Agent and to the other party indicating
which party is entitled to receive the balance of the Escrow Fund. In the event
of a dispute between Ford and Visteon as to the party entitled to the remaining
balance, the matter shall be submitted for dispute resolution in accordance with
subsection 3.3 hereof.

          (c) As used in this Section, the term "CHANGE OF CONTROL" means (i) a
liquidation or dissolution of Visteon; (ii) the sale, lease, transfer,
conveyance or other disposition, in one or a series of related transactions, of
all or substantially all of the assets of Visteon and its subsidiaries, taken as
a whole; (iii) a merger, consolidation, share exchange, business combination or
similar extraordinary transaction as a result of which the persons possessing,
immediately prior to the consummation of such transaction, beneficial ownership
of the voting securities of Visteon entitled to vote generally in elections of
directors of Visteon, cease to possess, immediately after consummation of such
transaction, beneficial ownership of voting securities entitling them to
exercise at least 50% of the total voting power of all outstanding securities
entitled to vote generally in elections of directors of Visteon (or, if not
Visteon, the surviving entity resulting from such transaction); or (iv) a
transaction or series of transactions (including by way of merger,
consolidation, sale of stock or otherwise) the result of which is that any
Person or "group" (as defined in Section 13 of the Securities Exchange Act of
1934) becomes the "beneficial owner" (as such term is defined in Rule 13d-3 and
Rule 13d-5 promulgated under the Securities Exchange Act of 1934), directly or
indirectly, of more than 50% of the voting power of the outstanding voting stock
of Visteon.

          2.3 Instructions. All instructions to the Escrow Agent shall be in
writing, signed by an authorized representative of the party(ies) giving the
instructions.

          2.4 Disbursements. All disbursements shall be made by the Escrow Agent
by wire transfer of immediately available funds initiated within three (3)
Business Days after the Escrow Agent is entitled to make reimbursement under
this Agreement. The Escrow Agent shall provide to Ford a statement of each
disbursement made to Visteon at the time that such disbursement is made and
shall provide to Visteon a statement of each disbursement made to Ford at the
time such disbursement is made.

          2.5 No Further Deposits Required. Except pursuant to that certain
Reimbursement Agreement dated as of the date hereof between Ford and Visteon
(the "REIMBURSEMENT AGREEMENT") and other than by Ford as stated in subsection
2.6 below, neither Ford nor Visteon is required to deposit any funds in the
Escrow Fund other than as stated in subsection 1.1.

          2.6 Disbursements to Ford. If, (i) pursuant to an arbitration award,
court order or written settlement agreement executed by Ford and Visteon or
written instructions from Visteon to the Escrow Agent to make a disbursement to
Ford from the Escrow Fund, Ford or its subsidiaries or affiliates becomes
entitled to recover from Visteon or its subsidiaries or affiliates as a result
of any indemnification obligation contained in, or any breach or default arising
under, any of the Transaction Documents ("VISTEON OBLIGATION"), and (ii) Ford or
the applicable subsidiary or affiliate shall not have received the full amount
of the Visteon Obligation within the time frame provided in such award, order or
agreement, then Ford or the applicable subsidiary or affiliate shall have a
right to deliver a copy of a request for disbursement (each, a "REQUEST FOR
DISBURSEMENT") to the Escrow Agent and to Visteon at the same time. Each Request
for Disbursement shall be accompanied by a copy of the arbitration award, court
order, settlement agreement or written instructions and, in the case of the
submission of an arbitration award, court order or written settlement agreement,
a certificate addressed to the Escrow Agent and Visteon executed by an officer
of Ford stating that Ford is entitled to the amounts set forth in the Request


                                       -5-



for Disbursement based upon such award, order or agreement and the terms of this
Agreement. Upon receipt of such Request for Disbursement and such certificate,
if applicable, the Escrow Agent shall disburse to Ford the amount requested in
the Request for Disbursement. If, however, the award or order that served as the
basis for a disbursement to Ford hereunder is overruled or otherwise vacated by
a final, non-appealable order or pursuant to a written settlement agreement
executed by Ford and Visteon, then Ford shall redeposit into the Escrow Fund the
amounts previously disbursed to Ford hereunder with respect to which the award
or order was overruled or vacated or with respect to which Ford and Visteon have
reached agreement pursuant to such written settlement together with interest at
the applicable rate if so prescribed in such award, order or settlement
agreement. Any disbursements to Ford pursuant to this subsection shall be deemed
to reduce the portion of Escrow Fund that is subject to disbursement at a 50%
rate as provided in subsection 3.1(iii) below, provided, however, that if such
portion is inadequate to cover any such disbursement, the uncovered portion of
the disbursement shall be deemed to reduce the remainder of the Escrow Fund. Any
amounts redeposited by Ford into the Escrow Fund in accordance with this
subsection 2.6 shall be deemed to have been redeposited in the same manner as
they were deemed to have been disbursed.

3. PROCEDURE FOR REIMBURSEMENT.

          3.1 Uncontested Reimbursements. If, within fifteen (15) Business Days
after a Request for Escrow Reimbursement is received by the Escrow Agent and
Ford pursuant to subsection 2.1, Ford has not delivered its objection to such
Request for Escrow Reimbursement in writing to Visteon and the Escrow Agent,
then the Escrow Agent shall distribute to Visteon from the Escrow Fund the
amount requested in the Request for Escrow Reimbursement; provided, however,
that (i) until such time that the disbursements from the Escrow Fund exceed Two
Hundred Fifty Million Dollars ($250,000,000) (the "Initial Date"), the Escrow
Agent shall disburse 100% of any Request for Escrow Reimbursement, (ii) after
the Initial Date, an amount equal to the Escrow Earnings as of the Initial Date
(less any amounts paid or payable to the Escrow Agent or other third parties
pursuant to subsection 3.3 and Sections 4, and 7 of this Escrow Agreement up to
and including the Initial Date) ("SPECIAL ESCROW EARNINGS") will also be
available for disbursement at 100% of any Request for Escrow Reimbursement,
(iii) after the Initial Date and the disbursement of all Special Escrow Earnings
in accordance with this Agreement, the Escrow Agent shall disburse only 50% of
any Requests for Escrow Reimbursement up to a total of One Hundred Fifty Million
Dollars ($150,000,000), and (iv) any remaining amounts in the Escrow Fund will
be available for disbursement at 100% of any Request for Escrow Reimbursement.
For example, if, after the Initial Date and the disbursement of all of the
Special Escrow Earnings, Visteon submits a Request for Escrow Reimbursement in
the amount of $5 million, then the Escrow Agent shall disburse only $2.5 million
with respect to such request. If, however, after the disbursement of the Special
Escrow Earnings and Four Hundred Million Dollars ($400,000,000), Visteon submits
a Request for Escrow Reimbursement in the amount of $5 million, then the Escrow
Agent shall disburse to Visteon with respect to such request the lesser of the
amounts remaining in the Escrow Fund and $5 million. If Ford has delivered its
objection to all or any portion of such Request for Escrow Reimbursement, then
notwithstanding the foregoing provisions of this subsection, the Escrow Agent
may distribute to Visteon from the Escrow Fund only such amounts permitted under
subsection 3.2 hereof.

          3.2 Contested Reimbursements. If Ford gives Visteon and the Escrow
Agent written notice contesting all or any portion of a Request for Escrow
Reimbursement (a "CONTESTED REIMBURSEMENT") within the fifteen (15) Business Day
period specified in subsection 3.1, then such Contested Reimbursement shall be
resolved by either (i) a written settlement agreement executed by Ford and
Visteon as provided in subsection 3.4 below or (ii) in the absence of such a
written settlement


                                       -6-



agreement, by binding arbitration between Ford and Visteon in accordance with
the terms and provisions of subsection 3.3, provided, however, that Ford shall
not be entitled to contest any portion of a Request for Escrow Reimbursement to
the extent that such portion of the request seeks reimbursement for a specific
category of Reimbursable Restructuring Costs that a Final Award (defined herein)
had ruled was eligible for reimbursement hereunder. Each Contested Reimbursement
shall set forth in reasonable detail the basis for Ford's contest of a Request
for Reimbursement. In the event of a Contested Reimbursement, Ford and Visteon
shall attempt in good faith to agree upon the rights of the respective parties
with respect to such claim. If Visteon and Ford should so agree, "Settlement
Instructions" will be prepared, delivered, and performed in accordance with
subsection 3.4 below. The Escrow Agent shall retain Escrow Funds covered by the
contested portion of the Contested Reimbursement until receipt of a Settlement
Instruction (defined herein) pertaining to such portion of the Contested
Reimbursement from Visteon and Ford or a copy of the Final Award. The Escrow
Agent shall disburse any uncontested portion of the Request for Escrow
Reimbursement in accordance with subsection 2.4 hereof.

          3.3 Arbitration of Disputes. If a dispute arises between the parties
relating to this Agreement, the following shall be the sole and exclusive
procedure for enforcing the terms hereof and for seeking relief hereunder:

     (i)  CPR. Following good faith negotiations between the parties hereto (or,
          with respect to a Contested Reimbursement, between Ford and Visteon in
          accordance with subsection 3.2 hereof), any dispute arising among the
          parties relating to this Agreement including any Contested
          Reimbursement that is not resolved in accordance with subsection
          3.2(i) will be submitted to mandatory, final and binding arbitration
          before a sole arbitrator in accordance with the CPR Rules, including
          discovery rules, for Non-Administered Arbitration, as follows. Within
          five (5) Business Days after the selection of the arbitrator, each
          party shall submit its requested relief to the other parties (except
          that in the case of a Contested Reimbursement notice only has to be
          given to Ford or Visteon as the case may be) and to the arbitrator
          with a view toward settling the matter prior to commencement of
          discovery. If no settlement is reached, then discovery shall proceed
          subject to the authority of the arbitrator to resolve discovery
          disputes between the parties. Upon the conclusion of discovery, each
          party shall again submit to the arbitrator its requested relief (which
          may be modified from the initial submission) and, in the case of a
          Contested Reimbursement, the arbitrator shall select only the entire
          requested relief submitted by one party or the other, as the
          arbitrator deems most appropriate. The arbitrator shall not select one
          party's requested relief as to certain claims or counterclaims and the
          other party's requested relief as to other claims or counterclaims;
          rather, the arbitrator must only select one or the other party's
          entire requested relief on all of the asserted claims and
          counterclaims, and the arbitrator will enter a final ruling that
          adopts in whole such requested relief, provided, however, that with
          respect to a Request for Escrow Reimbursement the arbitrator may act
          separately upon each portion of such request that has been contested
          under subsection 3.2 hereof. The arbitrator will limit his/her final
          ruling to selecting the requested relief he/she considers the most
          appropriate from those submitted by the parties.

     (ii) Location of Arbitration. Arbitration shall take place in the City of
          Dearborn, Michigan unless the parties agree otherwise or the
          arbitrator selected by the parties orders otherwise. Punitive or
          exemplary damages shall not be awarded. This clause is subject to the
          Federal Arbitration Act, 28 U.S.C.A. Section 1, et seq., and judgment
          upon the


                                       -7-



          award rendered by the arbitrator may be entered by any court having
          jurisdiction as set forth in section 13 hereof.

     (iii) Payment of Costs. Ford, on the one hand, and Visteon, on the other
          hand, will initially fund such deposits and advances as may be
          required by the arbitrator in equal proportions, but either party may
          advance such amounts. The arbitrator will determine in the Final Award
          (defined herein) the party who is the prevailing party and the party
          who is not the prevailing party (the "NON-PREVAILING PARTY"). The
          Non-Prevailing Party will pay all reasonable costs, fees and expenses
          related to the arbitration, including reasonable fees and expenses of
          attorneys, accountants and other professionals incurred by the
          prevailing party, the fees of each arbitrator, the administrative fee
          of the arbitration proceedings and any amounts advanced by the
          prevailing party for such items, provided, however, that if the
          arbitrator determines that requiring the Non-Prevailing Party to bear
          the reasonable costs, fees and expenses set forth in the preceding
          sentence would result in manifest injustice, the arbitrator may
          apportion such costs, fees and expenses between the parties in such a
          manner as the arbitrator deems just and equitable (such costs, fees
          and expenses as may be apportioned by the arbitrator pursuant to the
          preceding clause, the "ARBITRATION EXPENSES"). If Visteon is the
          Non-Prevailing Party, then Visteon and Ford shall instruct the Escrow
          Agent to disburse to Ford from the Escrow Fund the Arbitration
          Expenses. If the amount of such Arbitration Expenses exceeds the
          amount remaining in the Escrow Fund, then Visteon shall pay to Ford,
          by wire transfer, such excess as promptly as possible but in no event
          later than ten (10) Business Days after the Final Award (defined
          herein) is rendered pursuant to subparagraph (v) below. If Ford is the
          Non-Prevailing Party, then Ford shall pay to Visteon, by wire
          transfer, the Arbitration Expenses as promptly as possible but in no
          event later than ten (10) Business Days after such Final Award is
          rendered.

     (iv) Burden of Proof. Except as may be otherwise expressly provided herein,
          for any Contested Reimbursement or any other matter submitted to
          arbitration hereunder, the burden of proof will be as it would have
          been if the claim were litigated in a judicial proceeding in a
          Michigan state court and governed exclusively by the internal laws of
          the State of Michigan, without regard to the principles of choice of
          law or conflicts of law of any jurisdiction.

     (v)  Award. Upon the conclusion of any arbitration proceedings hereunder,
          the arbitrator will render findings of fact and conclusions of law and
          a final written arbitration award setting forth its resolution of the
          matters submitted for resolution, the basis and reasons therefor and
          the Arbitration Expenses (the "FINAL AWARD") and will deliver such
          documents to the parties together with a signed copy of the Final
          Award. Subject to the provisions of subparagraph (vii) below, the
          Final Award will constitute a conclusive determination of all issues
          in question that shall be, binding upon the parties hereto, and shall
          include an affirmative statement to such effect. To the extent that
          the Final Award determines that Visteon or Ford is entitled to any
          monies from the Escrow Fund then the Escrow Agent shall make the
          disbursement in accordance with the terms of such Final Award.

     (vi) Timing. The parties and the arbitrator will conclude each arbitration
          pursuant to subsection 3.3 as promptly as possible.


                                       -8-



     (vii) Terms of Arbitration. The arbitrator chosen in accordance with these
          provisions will not have the power to alter, amend or otherwise affect
          the terms of these arbitration provisions or the other provisions of
          this Agreement.

          3.4 Settled Claims. If a dispute hereunder is settled by a written
settlement agreement executed by Visteon and Ford (a "SETTLED CLAIM"), then
Visteon and Ford will promptly deliver such executed settlement agreement to the
Escrow Agent together with written instructions executed by both an officer of
Ford and an officer of Visteon to the Escrow Agent ("SETTLEMENT INSTRUCTIONS")
which will, in accordance with and subject to the terms of the written
settlement agreement, instruct the Escrow Agent either: (i) to release a stated
amount of the Escrow Fund to Visteon or to Ford pursuant to such settlement
agreement; and/or (ii) in the case of a Contested Reimbursement, that no action
need be taken by the Escrow Agent with respect to such request. On the third
(3rd) Business Day following its receipt of Settlement Instructions, the Escrow
Agent will promptly release from the Escrow Fund and transfer to Visteon or Ford
that amount of the Escrow Fund that Ford and Visteon have agreed in the
Settlement Instructions will be transferred to such party.

4. LIMITATION OF THE ESCROW AGENT'S LIABILITY.

          4.1 Limitation of Liability. The Escrow Agent shall only have those
duties as are expressly set forth in this Agreement, which duties are merely
ministerial in nature, and no implied duties shall be read into this Agreement
other than as set forth in the last sentence of this subsection. The Escrow
Agent shall incur no liability with respect to any action taken or suffered by
it in reliance upon any notice, direction, instruction, consent, statement or
other document reasonably believed by it to be genuine and duly authorized, nor
for any other action or inaction, except its own willful misconduct, fraud or
gross negligence. The Escrow Agent shall have no duty to inquire into or
investigate the validity, accuracy or content of any document delivered to it.
The Escrow Agent shall not be responsible for the validity or sufficiency of
this Agreement. In all questions arising under this Agreement, the Escrow Agent
may rely on the advice or opinion of counsel, and for anything done, omitted or
suffered in good faith by the Escrow Agent based on such advice, the Escrow
Agent shall not be liable to anyone. The Escrow Agent shall not be required to
take any action hereunder involving any expense unless it shall have been
furnished with reasonably acceptable indemnification. The Escrow Agent shall
have no duties or responsibilities other than those expressly set forth in this
Agreement and the implied duty of good faith and fair dealing.

          4.2 Resolution of Conflicting Demands. In the event conflicting
demands are made or conflicting notices are served upon the Escrow Agent with
respect to the Escrow Fund, the Escrow Agent shall have the absolute right, at
the Escrow Agent's election, to do any of the following: (i) resign so a
successor escrow agent can be appointed pursuant to Section 8; submit the matter
to binding arbitration in accordance with subsection 3.3 hereof, or (ii) give
written notice to Ford and Visteon that it has received conflicting instructions
and is refraining from taking action until it receives instructions consented to
in writing by both Ford and Visteon.

          4.3 Indemnification. Each of Ford and Visteon, jointly and severally
(each an "INDEMNIFYING PARTY" and together the "Indemnifying Parties"), hereby
covenants and agrees to reimburse, indemnify and hold harmless the Escrow Agent,
the Escrow Agent's officers, directors, employees, counsel and agents (severally
and collectively, the "ESCROW AGENT INDEMNITEES"), from and against any loss,
damage, liability or loss suffered, incurred by, or asserted against the Escrow
Agent Indemnitees (including amounts paid in settlement of any action, suit,
proceeding, or claim brought or


                                       -9-



threatened to be brought and including reasonable expenses of legal counsel)
arising out of, in connection with or based upon any act or omission by the
Escrow Agent Indemnitees relating in any way to this Agreement or the Escrow
Agent's services hereunder. This indemnity shall exclude any damage, liability
or loss arising out of willful misconduct, fraud or gross negligence on the part
of an Escrow Agent Indemnitee.

          4.4 Defense. Each Indemnifying Party may participate at its own
expense in the defense of any claim or action that may be asserted against the
Escrow Agent Indemnitees. The Escrow Agent Indemnitees' right to indemnification
hereunder shall survive the Escrow Agent's resignation or removal as the Escrow
Agent and shall survive the termination of this Agreement by lapse of time or
otherwise.

          4.5 Notice to Indemnifying Parties. The Escrow Agent hereby agrees
that the Escrow Agent shall notify each Indemnifying Party by letter or
facsimile, confirmed by letter, and by e-mail of any receipt by an the Escrow
Agent Indemnitee of a written assertion of a claim against the Escrow Agent
Indemnitee, or any action commenced against the Escrow Agent Indemnitee, within
ten (10) days after the Escrow Agent Indemnitee's receipt of written notice of
such claim. However, the Escrow Agent's failure to so notify each Indemnifying
Party shall not operate in any manner whatsoever to relieve an Indemnifying
Party from any liability that it may have otherwise on account of this Section
4, except to the extent that such Indemnifying Party is prejudiced by the Escrow
Agent's failure.

          4.6 Use of Agents. The Escrow Agent may execute any of its powers or
responsibilities hereunder and exercise any rights hereunder either directly or
by or through its agents or attorneys.

          4.7 Damages. In no event shall the Escrow Agent be liable for any
indirect, punitive, special or consequential damages, whether or not the Escrow
Agent shall have been informed of the likelihood of such damages, or any amount
in excess and regardless of the form of action.

          4.8 Deemed Notice. The Escrow Agent shall not be deemed to have notice
of any Request for Escrow Reimbursement, response thereto, demand with respect
thereto or other fact or claim unless it is actually known by an officer charged
with responsibility for administering this Agreement or unless it is set forth
in a writing received by the Escrow Agent and making specific reference to this
Agreement. If any notice, certificate or other document is required to be
delivered to the Escrow Agent and any other person, the Escrow Agent may assume
without inquiry (unless the Escrow Agent has written notice to the contrary)
that any such document which the Escrow Agent has received has also been
received by such other person.

          4.9 Survival of Indemnification. All indemnification contained in this
Agreement shall survive the resignation or removal of the Escrow Agent, and
shall survive the termination of this Agreement.

          4.10 Liability for Other Parties. In no event shall the Escrow Agent
have any liability for any failure or inability of any of the other parties
hereto to perform or observe its duties under the Agreement, or by reason of a
breach of this Agreement by any of the other parties hereto. In no event shall
the Escrow Agent be obligated to take any action against any of the other
parties hereto to compel performance hereunder.


                                      -10-



          4.11 Arbitration. The Escrow Agent shall in no instance be obligated
to commence, prosecute or defend any legal or arbitration proceedings in
connection herewith. The Escrow Agent shall be authorized and entitled, however,
to submit to arbitration pursuant to subsection 3.3 hereof any matter or dispute
it may deem appropriate in order, to obtain a necessary declaration of rights,
or to appoint a successor upon resignation (and after failure by Visteon to
appoint a successor, as provided hereinafter).

          4.12 Ambiguity. In the event of any ambiguity or uncertainty under
this Agreement, the Escrow Agent may, in its discretion, refrain from taking
action, and may retain the Escrow Fund then held by it until and unless it
receives written instruction signed by Ford and Visteon that eliminates such
uncertainty or ambiguity.

          4.13 Self-Dealing. The Escrow Agent is hereby authorized, in making or
disposing of any investment permitted by this Agreement, to deal with itself (in
its individual capacity) or with any one or more of its affiliates, whether it
or such affiliate is acting as a subagent of the Escrow Agent or for any third
person or dealing as principal for its own account.

          4.14 Distribution. Notwithstanding any term appearing in this
Agreement to the contrary, in no instance shall the Escrow Agent be required or
obligated to distribute any portion of the Escrow Fund (or take other action
that may be called for hereunder to be taken by the Escrow Agent) sooner than
two (2) Business Days after (i) it has received the applicable documents
required under this Agreement in good form, or (ii) passage of the applicable
time period (or both, as applicable under the terms of this Agreement), as the
case may be.

          4.15 Denomination of Payment. All payments to or by the Escrow Agent
hereunder shall be in U.S. dollars.

5. NOTICES. All notices, requests and other communications to any party
hereunder shall be in writing (including facsimile transmission and electronic
mail ("E-MAIL") transmission, so long as a receipt of such e-mail is requested
and received) and shall be given,

If to Ford:         Ford Motor Company
                    11th Floor
                    One American Road
                    Dearborn, Michigan 48121
                    Attn: Secretary
                    Facsimile: 1-313-248-8713
                    psherry@ford.com

with a copy to:     Ford Motor Company
                    320 WHQ
                    One American Road
                    Dearborn, Michigan 48121
                    Attn: Marcia Nunn, Managing Counsel
                    Facsimile: 1-313-337-3209
                    mnunn@ford.com

If to Visteon       Visteon Corporation
                    One Village Center Drive
                    Van Buren Twp., MI 48111


                                      -11-



                    Attn: John Donofrio, General Counsel
                    Facsimile 1-734-710-7132
                    jdonofri@visteon.com

with a copy to:     Weil, Gotshal & Manges LLP
                    767 Fifth Avenue
                    New York, NY 10153
                    Attn: Michael E. Lubowitz
                    Facsimile: 1-212-310-8007
                    michael.lubowitz@weil.com

If to Escrow Agent: Deutsche Bank Trust Company Americas
                    60 Wall Street, 27th Floor, Mail Stop: NYC60-2710
                    New York, NY 10005
                    Attn: Aldrin Bayne, Escrow Team
                    Fax: 1-732-578-4593

or such other address, facsimile number or e-mail address as such party may
hereafter specify for the purpose by notice to the other parties hereto. All
such notices, requests and other communications shall be deemed received on the
date of receipt by the recipient thereof if received prior to 5:00 p.m. in the
place of receipt and such day is a Business Day in the place of receipt.
Otherwise, any such notice, request or communication shall be deemed not to have
been received until the next succeeding Business Day in the place of receipt.

6. GENERAL.

          6.1 Governing Law. The internal laws of the State of Michigan,
irrespective of its choice of law principles, shall govern the validity of this
Agreement, the construction of its terms, and the interpretation and enforcement
of the rights and duties of the parties hereto, provided however, that the
rights, duties and indemnities of the Escrow Agent shall be interpreted under
New York law.

          6.2 Counterparts. This Agreement may be executed in one or more
counterparts, and by the different parties hereto in separate counterparts, each
of which when executed shall be deemed to be an original but all of which taken
together shall constitute one and the same agreement.

          6.3 Entire Agreement. This Agreement and the exhibits hereto ( and
with respect to Ford and Visteon only, the Reimbursement Agreement) constitute
the entire understanding and agreement of the parties hereto with respect to the
subject matter hereof and supersede all prior and contemporaneous agreements or
understandings, inducements or conditions, express or implied, written or oral,
between the parties with respect hereto. The express terms hereof control and
supersede any course of performance or usage of the trade inconsistent with any
of the terms hereof.

          6.4 Waivers. No waiver by any party hereto of any condition or of any
breach of any provision of this Agreement shall be effective unless in writing.
No waiver by any party of any such condition or breach, in any one instance,
shall be deemed to be a further or continuing waiver of any such condition or
breach or a waiver of any other condition or breach of any other provision
contained herein.

          6.5 Certain Definitions. As used herein, (a) the term "BUSINESS DAY"
means a day, other than a Saturday, Sunday or other day on which commercial
banks in Detroit, Michigan and New


                                      -12-



York, New York are authorized or required by law to close; and (b) the term
"TRANSACTION DOCUMENTS" shall mean the Master Agreement, the Contribution
Agreement Transaction Documents as defined in that certain Contribution
Agreement dated as of September 12, 2005 between Visteon and Automotive
Components Holdings, Inc. (f/k/a VFH Holdings, Inc.); the Visteon "B"
Transaction Documents as defined in that certain Visteon "B" Purchase Agreement
dated as of September 12, 2005 between Ford and Visteon and the Visteon "A"
Transaction Documents as defined in that certain Visteon "A" Transaction
Agreement dated as of September 12, 2005. Whenever the words "include",
"includes" or "including" are used in this Agreement, they shall be deemed to be
followed by the words "without limitation", whether or not they are in fact
followed by those words or words of like import. When a reference is made in
this Agreement to a Section, subsection, Exhibit or Schedule, such reference
shall be to a Section or subsection of, or an Exhibit or Schedule to, this
Agreement unless otherwise indicated. The headings contained in this Agreement
are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. Whenever the singular is used herein, the same
shall include the plural, and whenever the plural is used herein, the same shall
include the singular, where appropriate.

          6.6 U. S. Patriot Act. The parties hereto acknowledge that, in
accordance with Section 326 of the USA Patriot Act the Escrow Agent, like all
financial institutions, is required to obtain, verify, and record information
that identifies each person or legal entity that opens an account. The parties
to this Agreement agree that they will provide the Escrow Agent with such
information as it may reasonably request in order for the Escrow Agent to
satisfy the requirements of the USA Patriot Act.

7. COMPENSATION AND EXPENSES OF THE ESCROW AGENT. All fees and expenses of the
Escrow Agent incurred in the ordinary course of performing its responsibilities
hereunder, as set forth on the Escrow Agent's fee schedule attached hereto as
Exhibit B, and any other fees and expenses incurred by the Escrow Agent for
which it is permitted to be reimbursed hereunder (except as specified in the
following sentence), shall be paid from the Escrow Fund. Any fees or expenses
(including the reasonable fees or expenses of outside counsel to the Escrow
Agent) incurred by the Escrow Agent in connection with a dispute over the
distribution of Escrow Fund or the validity of a Request for Escrow
Reimbursement shall be paid by the Non-Prevailing Party within thirty (30) days
after Escrow Agent has supplied a written invoice to the Non-Prevailing Party.

8. SUCCESSOR TO THE ESCROW AGENT. In the event the Escrow Agent becomes
unavailable or unwilling to continue in its capacity herewith, the Escrow Agent
may resign and be discharged from its duties or obligations hereunder by giving
notice of its resignation to the parties to this Agreement, specifying a date
not less than thirty (30) days following such notice date of when such
resignation shall take effect. If, and only if, a successor escrow agent is
appointed pursuant to the resignation of the Escrow Agent the Escrow Agent shall
refund to the Escrow Fund any prepaid but unearned fees previously paid from the
Escrow Fund to the Escrow Agent hereunder. Visteon, with the consent of Ford,
which shall not be unreasonably withheld or delayed, shall designate a successor
escrow agent prior to the expiration of such thirty-day period by giving written
notice to the Escrow Agent and Ford. Visteon may at any time appoint any
successor escrow agent with the consent of Ford, which consent shall not be
unreasonably withheld or delayed. If no successor escrow agent is named by
Visteon, the Escrow Agent may apply to a court of competent jurisdiction for the
appointment of a successor escrow agent. The Escrow Agent shall promptly
transfer the Escrow Fund to such designated successor.

          It is further understood that any corporation into which the Escrow
Agent in its individual capacity may be merged or converted or with which it may
be consolidated, or any corporation resulting


                                      -13-



from any merger, conversion or consolidation to which the Escrow Agent in its
individual capacity shall be a party, or any corporation to which substantially
all the corporate trust business of the Escrow Agent in its individual capacity
(including the administration of this Agreement) may be transferred, shall be
the Escrow Agent under this Agreement without further act.

9. LIMITATION OF RESPONSIBILITY. The Escrow Agent's duties are limited to those
set forth in this Agreement and applicable laws, and the Escrow Agent, acting as
such under this Agreement, is not charged with knowledge of or any duties or
responsibilities under any other document or agreement.

10. FORCE MAJEURE. If either party hereto is rendered unable, wholly or in part,
by Force Majeure (as defined herein) to perform its obligations hereunder (other
than the obligation to pay money), such party shall give prompt notice to the
other party with reasonable particulars including the probable extent of the
inability to perform such obligation. Upon the giving of such notice, the
obligation of such party shall be suspended but only to the extent and for the
same time period it is affected by such Force Majeure. The affected party shall
use all possible diligence to remove the effect of such Force Majeure. For
purposes of this Agreement, the term "FORCE MAJEURE" shall mean acts of God,
strikes, lockouts, riots, acts of war, epidemics, governmental regulations
superimposed after the fact, fire, acts of terror, communication line failures,
computer viruses, power failures, earthquakes or other disasters.

11. REPRODUCTION OF DOCUMENTS. This Agreement and all documents relating
thereto, including, without limitation, (a) consents, waivers and modifications
which may hereafter be executed, and (b) certificates and other information
previously or hereafter furnished, may be reproduced by any photographic,
photostatic, microfilm, optical disk, micro-card, miniature photographic or
other similar process. The parties hereto agree that any such reproduction shall
be admissible in evidence as the original itself in any judicial or
administrative proceeding, whether or not the original is in existence and
whether or not such reproduction was made by a party in the regular course of
business, and that any enlargement, facsimile or further reproduction shall
likewise be admissible in evidence.

12. AMENDMENT. This Agreement may be amended by the written agreement of Ford,
the Escrow Agent and Visteon; provided that, if the Escrow Agent does not agree
to an amendment agreed upon by Ford and Visteon (except an amendment adversely
affecting the rights or protections of the Escrow Agent), the Escrow Agent shall
resign and Visteon shall appoint, with the consent of Ford, which consent shall
not be unreasonably withheld or delayed, a successor to the Escrow Agent in
accordance with Section 8 above.

13. CONSENT TO JURISDICTION AND SERVICE RELATING TO DISPUTES The parties hereby
absolutely and irrevocably consent and submit to the jurisdiction of the courts
in the State of Michigan (and of any federal court located in said state) in
connection with any actions or proceedings to enter a judgment upon the Final
Award entered by the arbitrator hereunder or to award injunctive relief as
provided in Section 17 below. In any such action or proceeding, the parties
hereby absolutely and irrevocably waive personal service of any summons,
complaint, declaration or other process and hereby absolutely and irrevocably
agree that the service thereof may be made by certified or registered
first-class mail directed to the parties hereto at their respective addresses in
accordance with Section 5 hereof.

14. TAX REPORTING DOCUMENTATION.

          (a) Visteon and Ford each shall provide the Escrow Agent with its tax
identification numbers and other forms and documents that the Escrow Agent may
reasonably request


                                      -14-



(collectively, "TAX REPORTING DOCUMENTATION") to the Escrow Agent within thirty
(30) days of the date of receipt of the Escrow Fund by the Escrow Agent. The
parties hereto understand that, if such Tax Reporting Documentation is not so
certified to the Escrow Agent, the Escrow Agent shall be required by the
Internal Revenue Code, as it may be amended from time to time, to withhold a
portion of any interest or other income earned on the investment of monies or
other property held by the Escrow Agent pursuant to this Agreement.

          (b) The parties hereto agree that, for tax reporting purposes, all
Escrow Earnings, if any, attributable to the Escrow Fund held in the Escrow Fund
by the Escrow Agent pursuant to this Agreement shall be allocable to Visteon.

15. AUTHORIZED PERSONS. For purposes of sending and receiving instructions or
directions hereunder, all such instructions or directions shall be, and the
Escrow Agent may conclusively rely upon such instructions or directions,
delivered, and executed by representatives of Visteon and Ford designated on
Schedule I attached hereto and made a part hereof (each such representative, an
"Authorized Person") which such designation shall include specimen signatures of
such representatives, as such Schedule I may be updated from time to time.

16. SEVERABILITY. If any term, provision, covenant or restriction of this
Agreement is held by a court of competent jurisdiction or other governmental
authority to be invalid, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions of this Agreement shall remain in full
force and effect and shall in no way be affected, impaired or invalidated so
long as the economic or legal substance of the transactions contemplated hereby
is not affected in any manner materially adverse to any party. Upon such a
determination, the parties shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the parties as closely as
possible in an acceptable manner in order that the transactions contemplated
hereby be consummated as originally contemplated to the fullest extent possible.

17. SPECIFIC PERFORMANCE. The parties hereto agree that irreparable damage would
occur if any provision of this Agreement were not performed in accordance with
the terms hereof and that the parties hereto shall be entitled to an injunction
or injunctions to prevent breaches of this Agreement or to enforce specifically
the performance of the terms and provisions hereof in the courts specified in
Section 13 hereof, in addition to any other remedy to which they are entitled at
law or in equity.


                                      -15-



          IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the date set forth above.

FORD MOTOR COMPANY                      VISTEON CORPORATION


By: /s/ Donat R. Leclair                By: /s/ James F. Palmer
    ---------------------------------       ------------------------------------
Title: Executive Vice President and     Title: Executive Vice President and
       Chief Financial Officer                 Chief Financial Officer


ESCROW AGENT:

DEUTSCHE BANK TRUST COMPANY AMERICAS


By: /s/ Richard L. Buckwalter
    ---------------------------------
Title: Vice President


                                      -16-

                                                                   Exhibit 10.12

                             REIMBURSEMENT AGREEMENT

          THIS REIMBURSEMENT AGREEMENT is dated as of October 1, 2005 (this
"AGREEMENT") and is entered into between FORD MOTOR COMPANY ("Ford") and VISTEON
CORPORATION ("VISTEON").

          A. Ford and Visteon have entered into a Master Agreement dated as of
September 12, 2005 (the "MASTER AGREEMENT") and a Visteon "A" Transaction
Agreement dated as of September 12 2005 (the "VISTEON "A" TRANSACTION
AGREEMENT"). As part of the consideration, Ford is required to reimburse Visteon
up to One Hundred Fifty Million Dollars ($150,000,000) for certain separation
costs incurred by Visteon in connection with Visteon salaried employees who are
assigned to work at Automotive Components Holdings, LLC (f/k/a VFH Holdings,
LLC) ("NEWCO LLC") pursuant to that certain Visteon Salaried Employee Lease
Agreement between Visteon and Newco LLC dated as of the date hereof (the
"EMPLOYEE LEASE AGREEMENT").

          B. Ford and Visteon desire to more fully set forth in this Agreement
the terms and conditions applicable to the reimbursement obligation.

          NOW, THEREFORE, in consideration received to their full satisfaction,
Ford and Visteon agree as follows:

          1. Separation Costs. Subject to the terms of this Agreement, all
Separation Costs for Eligible Employees shall be subject to reimbursement
hereunder.

As used herein the term "SEPARATION COSTS" means:

          (a)  the amounts payable to Eligible Employees under the terms of the
               Visteon Separation Program ("VSP") as described in Section
               2.06(a) of the Employee Lease Agreement, as that Section 2.06(a)
               may be amended, modified, waived or supplemented from time to
               time, (or similar program applicable to Eligible Employees who
               are entitled to benefits under other separation programs of
               Visteon because they are based in other countries although
               working in the United States); and

          (b)  the cost of COBRA continuation coverage and life insurance
               premiums to cover the obligations to pay medical benefits and
               life insurance under the applicable salaried employee separation
               program; and

          (c)  the cost of outplacement services in accordance with the
               applicable salaried employee separation plan, and

          (d)  costs incurred in accordance with FAS No.88 "Employer's
               Accounting for Settlements and Curtailments of Defined Benefit
               Pension Plans and for Termination Benefits" as determined and
               supported by an external actuary; and

          (e)  reimbursements to Ford pursuant to Section 3.01(c)(ii) of the
               Amended and Restated Employee Transition Agreement between Ford
               and Visteon dated as of April 1, 2000 and restated as of December
               19, 2003 and as amended as of the date hereof.

As used herein the term "ELIGIBLE EMPLOYEE" means an employee of Visteon or a
subsidiary of Visteon who is (a) leased to Newco LLC pursuant to the Employee
Lease Agreement; and (b) whose employment with Visteon has been terminated and
such employee either:

- ----------

          A.   has not been offered employment by a buyer of the Automotive
               Components Holdings, Inc. (f/k/a VFH Holdings, Inc.) ("ACH")
               businesses, or

          B.   has been offered employment by Visteon or by a buyer of the Newco
               businesses but has not accepted the employment offer because the
               position is not a comparable position as agreed by Ford and
               Visteon,

provided, however, that an employee who is terminated for an offense that would
justify a "for cause" termination under Visteon's Personnel policies or for
failure to achieve acceptable performance under the Visteon Performance
Improvement Program is not an Eligible Employee.

Notwithstanding the foregoing, Ford shall have no obligation to reimburse
Visteon or any of its subsidiaries pursuant to this Agreement after the earlier
of (x) December 31, 2009; and (y) the date on which there are no employees
leased pursuant to the Employee Lease Agreement. If Ford has not expended One
Hundred Fifty Million Dollars ($150,000,000) for Separation Costs by such date,
then the difference between the amount of Separation Costs actually paid by Ford
to such date and One Hundred Fifty Million Dollars ($150,000,000) shall be paid
by Ford within five (5) Business Days into the Escrow Fund, as that term is
defined in that certain Escrow Agreement dated as of the date hereof among the
parties and Deutsche Bank Trust Company Americas, as Escrow Agent (the "ESCROW
AGREEMENT").

          2. Request for Reimbursement. Visteon shall deliver a copy of a
request for reimbursement of Separation Costs (each, a "REQUEST FOR
REIMBURSEMENT") to Ford, provided, however, that Visteon shall not be entitled
to make a Request for Reimbursement seeking reimbursement for a specific
category of Separation Costs if a Final Award (defined herein) previously
rendered in favor of Ford ruled that such category was not eligible for
reimbursement hereunder. A Request for Reimbursement shall be submitted no more
often than once each calendar month on or before the tenth (10th) Business Day
following the end of such month. Each Request for Reimbursement shall contain
the following information:

          (a)  A certification by an officer of Visteon (or other person
               designated by Visteon and reasonably acceptable to Ford)
               substantially in the form attached hereto as Exhibit A that the
               Request for Reimbursement covers only Separation Costs as defined
               herein; and

          (b)  Supporting documentation showing the Separation Costs that have
               been incurred, which will contain a description of the
               restructuring action and related cost(s) and which will identify
               the number and identity (including their name, global
               identification number, organization name, organization code, and
               date of termination of employees to be terminated, their
               locations, the expected completion date, and a description of the
               benefit arrangement that employees will receive upon termination
               (including cash payments and special termination benefits) (such
               employee information, "EMPLOYEE DATA"). If Separation Costs are
               incurred in connection with an involuntary retirement program
               where the identity of the participants is not yet known and
               Visteon is required to publicly report such costs in its
               financial statements covering the period in which the costs are
               incurred, then a description of the affected group of employees
               may be provided in lieu of the Employee Data, provided, however,
               that Visteon shall deliver to Ford the Employee Data as soon as
               it is available.

          3. Disbursements. All disbursements shall be made by Ford to Visteon
or its designee by wire transfer to an account specified by Visteon initiated
within fifteen (15) Business Days after Ford's receipt of a properly documented
Request for Reimbursement, subject to Ford's rights under Section 5 hereof and
its right to contest a Request for Reimbursement under subsection 6.2 hereof.


                                        2

          4. Reporting Obligations. Within forty-five (45) days after the end of
each calendar year,

(a) Ford shall provide to Visteon a statement indicating the following:

               -    Total obligation for Separation Costs ($150,000,000) less

                    -    Amounts disbursed during the preceding calendar year

                    -    Amounts disbursed during prior calendar years

               -    Total amount remaining eligible for funding Separation Costs

Ford shall provide such statements until its obligation to fund Separation Costs
hereunder has expired.

and

(b) Visteon shall provide to Ford a statement indicating the following which
shall show, in each category, an amount for both the preceding calendar year and
prior calendar years:

               -    Total amount of Separation Costs actually incurred by
                    Visteon for which Ford was billed 100% of the expense

               -    Total amount of Separation Costs actually incurred by
                    Visteon for which Ford was billed 50% of the expense

Visteon shall provide such statements until the Employee Lease Agreement is
terminated.

          5. Reductions in Reimbursement Obligation. If, (i) pursuant to an
arbitration award, court order or written settlement agreement executed by Ford
and Visteon, Ford or its subsidiaries or affiliates becomes entitled to recover
from Visteon or its subsidiaries or affiliates as a result of any
indemnification obligation contained in, or any breach or default arising under,
any of the Transaction Documents ("VISTEON Obligation"), and (ii) Ford or its
subsidiaries or affiliates has not received the full amount of the Visteon
Obligation within the time frame provided in such award, order or settlement
agreement, then Ford shall have a right to deliver to Visteon a notice (each, a
"NOTICE OF SET-OFF") accompanied by a copy of the award, order, settlement
agreement or written instructions and Ford's obligation to reimburse Visteon
hereunder will be immediately reduced by the amount set forth in such award,
order, settlement agreement or written instruction. If, however, the award or
order that served as the basis for a reduction in reimbursement obligation
hereunder is overruled or otherwise vacated by a final, non-appealable order or
upon written settlement agreement executed by Ford and Visteon, then Ford's
obligation to reimburse Visteon hereunder shall be increased by the amount by
which the award or order was overruled or vacated or with respect to which Ford
and Visteon have reached agreement pursuant to such written settlement.


                                        3

          6. PROCEDURE FOR REIMBURSEMENT.

          6.1 Uncontested Reimbursements. If, within fifteen (15) Business Days
after a Request for Reimbursement is received by Ford, Ford has not delivered
its objection to such Request for Reimbursement in writing to Visteon, then Ford
shall reimburse to Visteon the amount requested in the Request for
Reimbursement; provided, however, that after the first Fifty Million Dollars
($50,000,000) is reimbursed, Ford shall thereafter reimburse only one-half of
the total amount contained in each such Request for Reimbursement. The total
amount of reimbursements made by Ford hereunder shall not exceed One Hundred
Fifty Million Dollars ($150,000,000) or such lesser amount if Ford's
reimbursement obligation is reduced in accordance with Section 5 hereof. If Ford
has delivered its objection to only a portion of such Request for Reimbursement,
then Ford shall distribute to Visteon the uncontested amount.

          6.2 Contested Reimbursements. If Ford gives Visteon written notice
contesting all or any portion of a Request for Reimbursement (a "CONTESTED
REIMBURSEMENT") within the fifteen (15) Business Day period specified in
subsection 6.1, then such Contested Reimbursement shall be resolved by either
(i) a written settlement agreement executed by Ford and Visteon or (ii) in the
absence of such a written settlement agreement, by binding arbitration between
Ford and Visteon in accordance with the terms and provisions of subsection 6.3,
provided, however, that Ford shall not be entitled to contest any portion of a
Request for Reimbursement to the extent that such portion of the request seeks
reimbursement for a specific category of Separation Costs that a Final Award
(defined herein) had ruled was eligible for reimbursement hereunder. Each
Contested Reimbursement shall set forth in reasonable detail the basis for
Ford's contest of a Request for Escrow Reimbursement. In the event of a
Contested Reimbursement, Ford and Visteon shall attempt in good faith to agree
upon the rights of the respective Parties with respect to such claim. If a
Contested Reimbursement is settled by a written settlement agreement executed by
Visteon and Ford, then Visteon and Ford shall abide by the terms of such
settlement agreement.

          6.3 Arbitration Disputes. If a dispute arises between the parties
relating to this Agreement, the following shall be the sole and exclusive
procedure for enforcing the terms hereof and seeking relief hereunder.

     (i)  CPR. Following good faith negotiations between Ford and Visteon in
          accordance with subsection 6.2 hereof or otherwise, any Contested
          Reimbursement that is not resolved in accordance with subsection
          6.2(i) or any other dispute arising between the parties relating to
          this Agreement will be submitted to mandatory, final and binding
          arbitration before a sole arbitrator in accordance with the CPR Rules,
          including discovery rules, for Non-Administered Arbitration, as
          follows. Within five (5) Business Days after the selection of the
          arbitrator, each party shall submit its requested relief to the other
          party and to the arbitrator with a view toward settling the matter
          prior to commencement of discovery. If no settlement is reached, then
          discovery shall proceed subject to the authority of the arbitrator to
          resolve discovery disputes between the parties. Upon the conclusion of
          discovery, each party shall again submit to the arbitrator its
          requested relief (which may be modified from the initial submission)
          and the arbitrator shall select only the entire requested relief
          submitted by one party or the other, as the arbitrator deems most
          appropriate. The arbitrator shall not select one party's requested
          relief as to certain claims or counterclaims and the other party's
          requested relief as to other claims or counterclaims; rather, the
          arbitrator must only select one or the other party's entire requested
          relief on all of the asserted claims and counterclaims, and the
          arbitrator will enter a final ruling that adopts in whole such
          requested relief, provided, however, that with respect to a Request of
          Reimbursement, the arbitrator may act separately upon each portion of
          such request that has been contested under subsection 6.2 hereof. The


                                        4

          arbitrator will limit his/her final ruling to selecting the entire
          requested relief he/she considers the most appropriate from those
          submitted by the parties.

     (ii) Location of Arbitration. Arbitration shall take place in the City of
          Dearborn, Michigan unless the parties agree otherwise or the
          arbitrator selected by the parties orders otherwise. Punitive or
          exemplary damages shall not be awarded. This clause is subject to the
          Federal Arbitration Act, 28 U.S.C.A. Section 1, et seq., and judgment
          upon the award rendered by the arbitrator may be entered by any court
          having jurisdiction as set forth in Section 13.

     (iii) Payment of Costs. Ford, on the one hand, and Visteon, on the other
          hand, will initially fund such deposits and advances required as may
          be required by the arbitrator in equal proportions, but either party
          may advance such amounts. The arbitrator will determine in the Final
          Award (defined herein) the party who is the prevailing party and the
          party who is not the prevailing party (the "NON-PREVAILING PARTY").
          The Non-Prevailing Party will pay all reasonable costs, fees and
          expenses related to the arbitration, including reasonable fees and
          expenses of attorneys, accountants and other professionals incurred by
          the prevailing party, the fees of each arbitrator and the
          administrative fee of the arbitration proceedings and any amounts
          advanced by the Prevailing Party for such items, provided, however,
          that if such an award would result in manifest injustice, the
          arbitrator may apportion such costs, fees and expenses between the
          parties in such a manner as the arbitrator deems just and equitable
          (such costs, fees and expenses as may be apportioned by the arbitrator
          pursuant to the preceding clause, the "ARBITRATION EXPENSES"). If
          Visteon is the Non-Prevailing Party, then Ford may reduce its
          reimbursement obligation hereunder by the amount of the Arbitration
          Expenses. If the amount of the Arbitration Expenses exceeds the amount
          of Ford's reimbursement obligation hereunder, then Visteon shall pay
          such excess as promptly as possible but in no event later than ten
          (10) Business Days after the Final Award (defined herein) is rendered
          pursuant to subparagraph (v) below. If Ford is the Non-Prevailing
          Party, then Ford shall pay to Visteon, by wire transfer, the
          Arbitration Expenses as promptly as possible, but in no event later
          than ten (10) Business Days after such Final Award is rendered.

     (iv) Burden of Proof. Except as may be otherwise expressly provided herein,
          for any Contested Reimbursement or any other matter submitted to
          arbitration hereunder, the burden of proof will be as it would have
          been if the claim were litigated in a judicial proceeding in a
          Michigan state court and governed exclusively by the internal laws of
          the State of Michigan, without regard to the principles of choice of
          law or conflicts of law of any jurisdiction.

     (v)  Award. Upon the conclusion of any arbitration proceedings hereunder,
          the arbitrator will render findings of fact and conclusions of law and
          a final written arbitration award setting forth its resolution of the
          matters submitted for resolution, the basis and reasons therefor and
          the Arbitration Expenses (the "FINAL AWARD") and will deliver such
          documents to the parties together with a signed copy of the Final
          Award. Subject to the provisions of subparagraph (vii) below, the
          Final Award will constitute a conclusive determination of all issues
          in question that shall be binding upon the parties hereto and shall
          include an affirmative statement to such effect. To the extent that
          the Final Award determines that Visteon is entitled to the Contested
          Reimbursement, then, subject to any reduction in its reimbursement
          obligation in accordance with Section 5 hereof, Ford shall reimburse
          Visteon the full amount of the Contested Reimbursement or, if Ford is
          obligated pursuant


                                        5

          to Section 6.1 to reimburse only one-half of the Request for
          Reimbursement, then Ford shall reimburse one-half of the Contested
          Reimbursement.

     (vi) Timing. The parties and the arbitrator will conclude each arbitration
          pursuant to subsection 6.3 as promptly as possible.

     (vii) Terms of Arbitration. The arbitrator chosen in accordance with these
          provisions will not have the power to alter, amend or otherwise affect
          the terms of these arbitration provisions or the other provisions of
          this Agreement.

          7. NOTICES. All notices, requests and other communications to any
party hereunder shall be in writing (including facsimile transmission and
electronic mail ("E-MAIL") transmission, so long as a receipt of such e-mail is
requested and received) and shall be given,

If to Ford:       Ford Motor Company
                  11th Floor
                  One American Road
                  Dearborn, Michigan 48121
                  Attn: Secretary
                  Facsimile: 1-313-248-8713
                  psherry@ford.com

with a copy to:   Ford Motor Company
                  320 WHQ
                  One American Road
                  Dearborn, Michigan 48121
                  Attn: Marcia Nunn, Managing Counsel
                  Facsimile: 1-313-337-3209
                  mnunn@ford.com

If to Visteon     Visteon Corporation
                  One Village Center Drive
                  Van Buren Twp., MI 48111
                  Attn: John Donofrio, General Counsel
                  Facsimile: 1-734-710-7132
                  jdonofri@visteon.com


                                        6

with a copy to:   Weil,Gotshal & Manges LLP
                  767 Fifth Avenue
                  New York, NY 10153
                  Attn: Michael E. Lubowitz
                  Facsimile: 1-212-310-8007
                  michael.lubowitz@weil.com

or such other address, facsimile number or e-mail address as such party may
hereafter specify for the purpose by notice to the other parties hereto. All
such notices, requests and other communications shall be deemed received on the
date of receipt by the recipient thereof if received prior to 5:00 p.m. in the
place of receipt and such day is a Business Day in the place of receipt.
Otherwise, any such notice, request or communication shall be deemed not to have
been received until the next succeeding Business Day in the place of receipt.

          8. GENERAL.

          8.1 Governing Law. The internal laws of the State of Michigan,
irrespective of its choice of law principles, shall govern the validity of this
Agreement, the construction of its terms, and the interpretation and enforcement
of the rights and duties of the parties hereto.

          8.2 Counterparts. This Agreement may be executed in counterparts, and
by the different parties hereto in separate counterparts, each of which when
executed shall be deemed to be an original but all of which taken together shall
constitute one and the same agreement.

          8.3 Entire Agreement/Amendment. This Agreement and the exhibits hereto
and the Escrow Agreement constitute the entire understanding and agreement of
the parties hereto with respect to the subject matter hereof and supersede all
prior and contemporaneous agreements or understandings, inducements or
conditions, express or implied, written or oral, between the parties with
respect hereto. The express terms hereof control and supersede any course of
performance or usage of the trade inconsistent with any of the terms hereof.
This Agreement may be amended only by the written agreement of Ford and Visteon.

          8.4 Waivers. No waiver by any party hereto of any condition or of any
breach of any provision of this Agreement shall be effective unless in writing.
No waiver by any party of any such condition or breach, in any one instance,
shall be deemed to be a further or continuing waiver of any such condition or
breach or a waiver of any other condition or breach of any other provision
contained herein.

          8.5 Certain Definitions. As used herein, (a) the term "BUSINESS DAY"
means a day, other than a Saturday, Sunday or other day on which commercial
banks in Detroit, Michigan are authorized or required by law to close; and (b)
the term "TRANSACTION DOCUMENTS" shall mean the Master Agreement, the
Contribution Agreement Transaction Documents as defined in that certain
Contribution Agreement dated as of September 12, 2005 between Visteon and ACH,
the Visteon "B" Transaction Documents as defined in that certain Visteon "B"
Purchase Agreement dated as of September 12, 2005 between Ford and Visteon and
the Visteon "A" Transaction Documents as defined in that certain Visteon "A"
Transaction Agreement dated as of September 12, 2005. Whenever the words
"include", "includes" or "including" are used in this Agreement, they shall be
deemed to be followed by the words "without limitation", whether or not they are
in fact followed by those words or words of like import. When a reference is
made in this Agreement to a Section, subsection or Exhibit, such reference shall
be to a Section or subsection of, or an Exhibit to, this Agreement unless
otherwise indicated. The headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning


                                        7

or interpretation of this Agreement. Whenever the singular is used herein, the
same shall include the plural, and whenever the plural is used herein, the same
shall include the singular, where appropriate.

          9. FORCE MAJEURE If either party hereto is rendered unable, wholly or
in part, by Force Majeure (as defined herein) to perform its obligations
hereunder (other than the obligation to pay money), such party shall give prompt
notice to the other party with reasonable particulars including the probable
extent of the inability to perform such obligation. Upon the giving of such
notice, the obligation of such party shall be suspended but only to the extent
and for the time period it is affected by such Force Majeure. The affected party
shall use all possible diligence to eliminate the effect of such Force Majeure.
For purposes of this Agreement, the term "FORCE MAJEURE" shall mean acts of God,
strikes, lockouts, riots, acts of war, epidemics, governmental regulations
superimposed after the fact, acts of terror, communication line failures,
computer viruses, power failures, earthquakes or other disasters.

          10. REPRODUCTION OF DOCUMENTS. This Agreement and all documents
relating thereto, including (a) consents, waivers and modifications which may
hereafter be executed, and (b) certificates and other information previously or
hereafter furnished, may be reproduced by any photographic, photostatic,
microfilm, optical disk, micro-card, miniature photographic or other similar
process. The parties hereto agree that any such reproduction shall be admissible
in evidence as the original itself in any judicial or administrative proceeding,
whether or not the original is in existence and whether or not such reproduction
was made by a party in the regular course of business, and that any enlargement,
facsimile or further reproduction shall likewise be admissible in evidence.

          11. SEVERABILITY. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction or other
governmental authority to be invalid, void or unenforceable, the remainder of
the terms, provisions, covenants and restrictions of this Agreement shall remain
in full force and effect and shall in no way be affected, impaired or
invalidated so long as the economic or legal substance of the transactions
contemplated hereby is not affected in any manner materially adverse to any
party. Upon such a determination, the parties shall negotiate in good faith to
modify this Agreement so as to effect the original intent of the parties as
closely as possible in an acceptable manner in order that the transactions
contemplated hereby be consummated as originally contemplated to the fullest
extent possible.

          12. SPECIFIC PERFORMANCE. The parties hereto agree that irreparable
damage would occur if any provision of this Agreement were not performed in
accordance with the terms hereof and that the parties hereto shall be entitled
to an injunction or injunctions to prevent breaches of this Agreement or to
enforce specifically the performance of the terms and provisions hereof in the
courts specified in Section 13 hereof, in addition to any other remedy to which
they are entitled at law or in equity.

          13. CONSENT TO JURISDICTION AND SERVICE RELATING TO DISPUTES The
parties hereby absolutely and irrevocably consent and submit to the jurisdiction
of the courts in the State of Michigan (and of any federal court located in said
state) in connection with any actions or proceedings to enter a judgment upon
the Final Award entered by the arbitrator hereunder or to award injunctive
relief as provided in Section 12 hereof. In any such action or proceeding, the
parties hereby absolutely and irrevocably waive personal service of any summons,
complaint, declaration or other process and hereby absolutely and irrevocably
agree that the service thereof may be made by certified or registered
first-class mail directed to the parties hereto at their respective addresses in
accordance with Section 7 hereof.

          IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the date set forth above.


                                        8

FORD MOTOR COMPANY                      VISTEON CORPORATION


By: /s/ Donat R. Leclair                By: /s/ James F. Palmer
    ---------------------------------       ------------------------------------
Title: Executive Vice President and     Title: Executive Vice President and
       Chief Financial Officer                 Chief Financial Officer
       ------------------------------          ------------------------------

                                        9

                                                                   Exhibit 10.13


*** TEXT OMITTED AND FILED SEPARATELY
    CONFIDENTIAL TREATMENT REQUESTED
    UNDER 17 C.F.R. 200.80(b)(4) AND 240.24b-2


                          PURCHASE AND SUPPLY AGREEMENT

                REGARDING SUPPLY OF COMPONENTS BY VISTEON TO FORD

                                     BETWEEN

                               VISTEON CORPORATION

                                       AND

                               FORD MOTOR COMPANY

                                 October 1, 2005

 PURCHASE AND SUPPLY AGREEMENT REGARDING SUPPLY OF COMPONENTS BY VISTEON TO FORD

This Purchase and Supply Agreement Regarding Supply of Components by Visteon to
Ford ("AGREEMENT") dated as of October 1, 2005 is entered into by and between
Visteon Corporation, a Delaware corporation ("VISTEON"), and Ford Motor Company
("FORD"), a Delaware corporation. Each of Ford and Visteon is herein referred to
as a "PARTY" and collectively, the "PARTIES."

                                    RECITALS

A. Ford and Visteon entered into a Purchase and Supply Agreement dated as of
December 19, 2003 (the "2003 AGREEMENT") covering the purchase from Visteon and
certain of its subsidiaries and affiliates and supply to Ford and certain of its
subsidiaries and affiliates worldwide of motor vehicle-related components and
systems.

B. As part of an overall restructuring of Visteon operations, the Parties intend
to terminate the 2003 Agreement and to substitute this Agreement for the 2003
Agreement.

NOW, THEREFORE, in consideration of the mutual promises contained in this
Agreement and intending to be legally bound, Visteon and Ford hereby agree as
follows:

1.   DEFINED TERMS

1.1 All terms with initial capitalization used herein shall have the following
definitions unless specifically stated otherwise. In this Agreement, except as
otherwise expressly provided or the context otherwise clearly requires, words in
the singular include the plural, and vice versa.

"AAI" means AutoAlliance International, Inc.

"AFFILIATE" means, with respect to any Person, any other Person directly or
indirectly Controlling, Controlled by or under common Control with such first
Person. For the purpose of this definition, the term "Control" (including, with
correlative meanings, the terms "Controlling," "Controlled by" and "under common
Control with"), as used with respect to any Person, means having the right to
elect a majority of the board of directors or other comparable body responsible
for management and direction of such Person, or otherwise having, directly or
indirectly, the power to direct or cause the direction of the management and
policies of such Person, by contract or by virtue of share ownership. For the
avoidance of doubt, neither Newco, any of its subsidiaries, Mazda Motor
Corporation, nor Mazda Motor America, Inc. shall be deemed to be an Affiliate
(or subsidiary) of Ford or any of its Affiliates for the purposes of this
Agreement, but AAI will be an Affiliate of Ford to the extent it purchases
Components from Visteon.

"BUSINESS DAY" means a day, other than Saturday, Sunday or other day on which
commercial banks in Detroit, Michigan are authorized or required by law to
close.

"COMPETITIVE GAP CLOSURE PLAN" means the gap closure plans specified in Exhibit
3 attached hereto.

"COMPONENTS" means motor-vehicle-related parts, components and systems that are
produced by Visteon or its wholly-owned subsidiaries in North America and that
are shipped directly to Ford facilities in North America or to AAI for use in
vehicles that are sold under the Ford, Lincoln or Mercury brand. Notwithstanding
anything to the contrary in the foregoing sentence, parts, components and
systems that are produced by Visteon Affiliates (other than

its wholly-owned subsidiaries), as well as Tier 2 Components and Service Parts
(except as provided for in Section 13.12 below), are not considered
"Components".

"CONTRIBUTION AGREEMENT" means the contribution Agreement between Visteon and
Automotive Components Holdings, Inc. (f/k/a VFH Holdings, Inc.) dated September
12, 2005.

"DAMAGES" means any and all obligations, liabilities, damages, penalties,
deficiencies, losses, judgments, costs and expenses (including, but not limited
to, costs and expenses incurred in connection with performing obligations,
interest, bonding and appellate costs and reasonable attorneys', accountants',
engineers' and investigators' fees and disbursements), in each case, after the
application of any and all amounts recovered under insurance contracts or
similar arrangements and from third parties by the person claiming indemnity.

"DEFAULTING PARTY" has the meaning specified in Section 8.1.

"DESIGN CHANGE" means any change to the physical Component, its performance, or
its interface with other parts or systems that results in a change to the part
number.

"DIRECTED TIER 2 SOURCING" means the situation where Ford directs a supplier (as
the tier 1 supplier to Ford) to purchase a specific motor-vehicle-related part,
component or system from a specific supplier (the tier 2 supplier to Ford) for
incorporation into a motor-vehicle-related part, component or system to be
supplied by such tier 1 supplier to Ford.

"EVENT OF DEFAULT" has the meaning specified in Section 8.1.

"EXISTING BUSINESS" means all Components that are the subject of an Existing
Agreement.

"EXISTING AGREEMENTS" means all Purchase Orders, Long Term Supply Agreements,
Target Agreements, and Sourcing Agreements with Pricing, in each case: (1) for
Components; and, (2) which were entered into by Ford and Visteon and effective
as of May 1, 2005. Existing Agreements also include the: Target Agreement dated
7/21/06 for the PCM for the 2008 MY C170 & B410 program; and, the Target
Agreement dated 7/20/05 for the PCM/ECM for the 2009MY P415/U222-228 program.

In the event that a Target Agreement or Sourcing Agreement with Pricing for
Components was entered into and effective as of May 1, 2005, but a Purchase
Order or Long Term Supply Agreement relating to such Target Agreement or
Sourcing Agreement with Pricing was entered into and effective after May 1,
2005, such Purchase Order or Long Term Supply Agreement will be an Existing
Agreement for the purposes of this Agreement. In such event, such Purchase Order
or Long Term Supply Agreement became (or will become) the Existing Agreement for
such Components for purposes of this Agreement (as opposed to such Target
Agreement or Sourcing Agreement with Pricing, which will survive only in regard
to such Purchase Order or Long Term Supply Agreement as described in the Global
Terms).

In the event that the vehicle or power-train program to which a Component that
is Existing Business relates is or will be subject to a major refreshening or
will be replaced by, or will become, a new program (such Components are referred
to herein as "AFFECTED COMPONENTS"), and the motor-vehicle-related parts,
components, or systems for the refreshened or new program which replace the
Affected Components are (or were prior to the date of this Agreement) put up for
award by Ford, such Affected Components will no longer be considered to be
Existing Business for the purposes of this Agreement (and, as such, the Existing
Agreement for such Affected Components will no longer be considered to be an
Existing Agreement for the purposes of this Agreement) as of the date that Ford
begins purchasing the motor-vehicle-related parts, components, or systems for
the refreshened or new program which replace the Affected Components. Nothing in
this Agreement or in any Purchase Order, Long Term Supply Agreement, Sourcing
Agreement, or Target Agreement prohibits Ford from sourcing such
motor-vehicle-related parts, components, or systems which replace the Affected
Components to a supplier of its choice, or from purchasing


                                      -2-

the same from such supplier. For the purposes of this definition: "put up for
award" means the issuance of a Request for Quote by Ford for such
motor-vehicle-related parts, components, or systems for the refreshened or new
program which replace the Affected Components; and, "Request for Quote" means a
request issued by Ford to one or more suppliers to provide a quotation for the
supply of such parts, components, or systems. "Put up for award" does not mean
quoting design changes to a carryover component for a new program or following
the change control process.

For the purposes of the prior paragraph, a "major refreshening" or "new program"
means a change to a vehicle or power-train program with a "S3" or higher
designation, for a vehicle program, or a "P3" or higher designation, for a
power-train program, under the Ford Product Development System (FPDS), or the
equivalent designation in Ford's Global Product Development System (GPDS) or any
future product development system of Ford replacing FPDS or GPDS (as
applicable).

"FORD BUY TURNOVER" has the meaning specified in Section 3.1.

"FORD CARRYOVER FROZEN TURNOVER" has the meaning specified in Section 3.1.

"FORD-DIRECTED TIER 2 COMPONENTS" means all Tier 2 Components subject to
Directed Tier 2 Sourcing to Visteon (as the directed tier 2 supplier) by Ford
for which Ford negotiated the price directly with Visteon (i.e., Tier 2
Components that Ford has directed the applicable Ford Tier 1 Supplier
(including, without limitation, Newco) to purchase from Visteon and for which
Ford has negotiated the price directly with Visteon). Ford-Directed Tier 2
Components include, without limitation, instrument clusters, EATCs, and audio
parts and components which were, prior to the date of this Agreement,
direct-sourced by Ford to a Visteon facility in North America (as the tier 2
supplier) for supply to (a) another Visteon facility in North America (as the
tier 1 supplier), which facility was transferred to Newco, or (b) another Ford
Tier 1 Supplier, in each case in regard to which Ford negotiated the price
directly with Visteon or the applicable Visteon facility.

"FORD TIER 1 SUPPLIER" means a supplier (including, without limitation, Newco)
who directly provides goods and services to Ford including (a) production parts,
components, assemblies and accessories; (b) raw materials; (c) tooling; and (d)
design, engineering or other services that are covered by the Global Terms.
"Ford Tier 1 Supplier" also includes a supplier who directly provides the
foregoing types of goods and services to AAI relating to vehicles that are sold
under the Ford, Lincoln or Mercury brand.

"GLOBAL TERMS" means the Ford Production Purchasing Global Terms and Conditions
(PPGTC Jan. 1, 2004) and any revisions made by Ford to the same.

"GOOD CAUSE" means:

     (i)  A significant quality or delivery issue for a given Component; or

     (ii) A unilateral upward re-pricing of the applicable Component (including,
          without limitation, uncompetitive pricing by Visteon for Design
          Changes to the Component), excluding mutually agreed price increases;
          or

     (iii) A default, within the prior twelve months, of a commitment by Visteon
          to adhere to a Competitive Gap Closure Plan identified on Exhibit 3
          for a given Component; or

     (iv) A material default by Visteon under the terms of a Purchase Order or
          Long Term Supply Agreement with respect to a given Component.

"LONG TERM SUPPLY AGREEMENT" means a multiple-year contract with a supplier
committing Ford to procure and the supplier to supply goods or services for a
specified time period on specified terms.

"MASTER AGREEMENT" means the collective bargaining agreement and all supplements
thereto between Ford and the UAW dated September 15, 2003, as well as any
successor agreement (and supplements thereto) to such collective bargaining
agreement entered into prior to the expiration of this Agreement.


                                      -3-

"MASTER AGREEMENT PLANT" means a facility where some or all of the hourly
employees working there are represented by the UAW under the Master Agreement.

"NEWCO" means Automotive Components Holdings, LLC (f/k/a VFH Holdings, LLC) and
its Affiliates.

"NEWCO - VISTEON PSA" means the Purchase and Supply Agreement Regarding Sales of
Components from Automotive Components Holdings, LLC to Visteon Corporation
between Automotive Components Holdings, LLC (f/k/a VFH Holdings, LLC) and
Visteon dated as of September 30, 2005.

"NON-DEFAULTING PARTY" has the meaning specified in Section 8.1.

"NORTH AMERICA" means Canada, Mexico and the United States.

"PARTY" or "PARTIES" has the meaning specified in the opening paragraph of this
Agreement.

"PERSON" means an individual, a partnership, a corporation, a limited liability
company, an association, a joint stock company, a trust, a joint venture, an
unincorporated organization or a governmental entity or any department, agency
or political subdivision thereof.

"PURCHASE ORDER" means a Purchase Order (as defined in the Global Terms) issued
for Components, except in regard to the tooling referenced in Section 5.2, in
which case it also refers to the Purchase Order (as defined in the Global Terms)
issued for such tooling.

"SERVICE PARTS" means parts, components and systems that Ford or its Related
Companies (as defined in the Global Terms), including, without limitation, FCSD,
Ford Component Sales, Ford Racing or Ford Power Products, may offer for resale
to authorized Ford, Lincoln, or Mercury vehicle dealers and others as service
parts or replacement parts or accessories. By way of illustration, the term
"Service Parts" includes both those parts, components and systems that are an
exact match of a part, component or system that is sold to Ford or such of its
Related Companies for use in production of vehicles as well as Component Parts.
For the purposes of this definition: "COMPONENT PART" means a Service Part that
is a component of a larger assembly or system.

"SOURCE" means the awarding of a Target Agreement or a Sourcing Agreement with
Pricing as to a Component for an estimated program volume over a specified
number of years. The term "Source" does not include the issuance of a Sourcing
Agreement with Preliminary Targets or a Sourcing Agreement without Pricing.

"SOURCING AGREEMENT" means an agreement that may be entered into before a
Purchase Order is issued to advise the supplier that Ford intends to Source
goods or services to such supplier assuming that the requirements of the
Sourcing Agreement are met. There are three types of Sourcing Agreements:
Sourcing Agreements with Pricing, Sourcing Agreements with Preliminary Targets,
and Sourcing Agreements without Pricing.

"TARGET AGREEMENT" has the meaning specified in the Global Terms.

"TARGET AGREEMENT TURNOVER" has the meaning specified in Section 3.1.

"TIER 2 COMPONENTS" means all motor vehicle related parts, components and
systems produced by Visteon or its wholly-owned subsidiaries in North America
that are supplied by Visteon or its wholly-owned subsidiaries in North America
to Ford Tier 1 Suppliers (including, without limitation, Newco) where such
components are ultimately sold to Ford, its wholly-owned subsidiaries, or AAI
for use in Ford, Lincoln and Mercury-branded vehicles. Service Parts are not
Tier 2 Components for the purposes of this Agreement.

"TOTAL FROZEN TURNOVER" has the meaning specified in Section 3.1.


                                      -4-

1.2 Subject to Section 13.3, except in regard to the identification of the
Parties to this Agreement above, the definitions of Components and Tier 2
Components in Section 1.1, and where the context clearly requires otherwise, a
reference in this Agreement to "Ford" includes Ford and its applicable
Affiliates, and to "Visteon" includes Visteon and its applicable Affiliates.

2.   PURCHASE AND SUPPLY COMMITMENTS

2.1 Existing Agreements. (a) Subject to the terms and conditions of this
Agreement, Visteon and Ford each shall, during the term of this Agreement,
continue to honor the terms and conditions of all Existing Agreements regarding
the purchase and sale of Components.

(b) Except as modified or supplemented under this Agreement, the Global Terms:
(i) apply to each Existing Agreement (other than Sourcing Agreements with
Pricing or Target Agreements, in regard to which the Global Terms will apply to
any Purchase Orders or Long Term Supply Agreements issued pursuant to such
Sourcing Agreements with Pricing or Target Agreements), except to the extent
that such Existing Agreement specifically states otherwise; and (ii) will apply
to all other Purchase Orders and Long Term Supply Agreements issued by Ford to
Visteon for Components. In the event of a conflict between the terms of an
Existing Agreement and this Agreement, then the terms of this Agreement shall
control.

2.2 Expiration of Term or Cessation of Existing Business Designation. Upon the
termination or expiration of this Agreement, or when any Components that are
Existing Business cease to be designated as Existing Business as provided for
under this Agreement, Ford's and Visteon's rights and obligations regarding the
purchase and sale of the Components shall be as specified under the applicable
Purchase Order or Long Term Supply Agreement, including the Global Terms, for
such Components (without regard to any amendment or supplement to the same
provided for under this Agreement, but subject to Section 11 below).

2.3 Service Parts. The Parties' rights and obligations relating to the purchase
by Ford from Visteon, and supply by Visteon to Ford, of Service Parts will be as
set forth in the applicable purchase order from Ford to Visteon relating to such
Service Parts (including, without limitation, that relating to the production
end-item [to Ford] part, component, or material to which they relate) and will
be unaffected by this Agreement (except as provided for in Section 13.12 below).

2.4 Ford Actions Regarding Ford-Directed Tier 2 Components During Term. Subject
to Section 2.5 below, Ford may not direct the Ford Tier 1 Supplier (which may
be, without limitation, Newco) relating to a Ford-Directed Tier 2 Component to
terminate its purchases of such Ford-Directed Tier 2 Component from Visteon
during the term of this Agreement, except Ford may, at its option, do so if: (i)
Visteon fails to comply with the Competitive Gap Closure Plan set forth in
Exhibit 3 relating to such Ford-Directed Tier 2 Component or to provide the
productivity price reductions for such Ford-Directed Tier 2 Component required
under Section 3 below; or (ii) Ford would otherwise have the right to terminate
a Purchase Order issued by Ford directly to Visteon for such Ford-Directed Tier
2 Component under this Agreement, if such Ford-Directed Tier 2 Component were a
Component under this Agreement, a Purchase Order had been issued by Ford
directly to Visteon for it, and such Purchase Order was an Existing Agreement
under this Agreement.

2.5 Ford-Directed Audio Components. Notwithstanding any other term or condition
of this Agreement, any audio parts or components which are Ford-Directed Tier 2
Components ("FORD-DIRECTED AUDIO COMPONENTS") shall cease to be covered under
Section 2.4 above as of December 31, 2006. Visteon shall have no obligation to
provide Ford with productivity price reductions for Ford-Directed Audio
Components under this Agreement after such date, and Ford may, at its option,
freely direct the applicable Ford Tier 1 Supplier (including, without
limitation, Newco) to cease purchasing Ford-Directed Audio Components from
Visteon after such date; provided, however, that nothing in this Section 2.5
shall limit or affect any rights Visteon may have to submit a cancellation claim
relating to any such action by Ford.


                                      -5-

3.   PRICING

3.1 Productivity Price Reductions. (a) Visteon shall reduce the prices for all
Components included in the calculation of Ford Carryover Frozen Turnover (as
described below), as well as for all Tier 2 Components (except for Ford-Directed
Audio Components after December 31, 2006, as described in Section 2.5 above),
beginning on the date of this Agreement through December 31, 2008 by the
following percentages (such reductions will be made effective as of January 1 of
the applicable calendar year as described in Subsection 3.2 below):



Calendar Year   2005   2006   2007   2008
- -------------   ----   ----   ----   ----
                         
Percentage       ***    ***    ***    ***
Reduction



For a given calendar year, the aggregate productivity price reduction for all
Components included in the calculation of Ford Carryover Frozen Turnover will be
calculated by applying the applicable Percentage Reduction for such calendar
year against the "Ford Carryover Frozen Turnover." The "Ford Carryover Frozen
Turnover" shall be equal to the Total Frozen Turnover, less the Target Agreement
Turnover, less the Ford Buy Turnover, less any Components excluded from the
calculation of the Ford Carryover Frozen Turnover as described in Section 3.1(b)
below. The following definitions shall apply to this calculation:

"Total Frozen Turnover" shall be equal to the total projected sales of
Components by Visteon to Ford using Ford's budgeted volume, mix and rates
assumptions for the applicable calendar year.

"Target Agreement Turnover" means that portion of the Total Frozen Turnover for
Components that will be launched during the applicable calendar year where Ford
and Visteon have entered into signed Target Agreements.

"Ford Buy Turnover" means that portion of the Total Frozen Turnover for which
Ford has negotiated the price on behalf of Visteon (except for parts,
components, or materials supplied by Newco to a Visteon facility for which Newco
is obligated to pay productivity under the Newco - Visteon PSA). All
productivity price reductions negotiated by Ford with respect to such portion of
the Total Frozen Turnover will be flowed through, unaltered, to Ford and
reflected in a corresponding adjustment to the price payable by Ford for the
Components to which such portion of the Total Frozen Turnover relates.

The productivity price reductions for 2005 described above will not be
duplicative of or in addition to any productivity price reductions implemented
by Ford for 2005 for the applicable Components prior to the date of this
Agreement pursuant to the 2003 Agreement. The productivity price reductions
above for Tier 2 Components are not duplicative of or in addition to those that
apply to the same Tier 2 Components under the Purchase and Supply Agreement
Regarding Sales of Components from Visteon Corporation to Automotive Components
Holdings, LLC between Visteon and Newco dated as of September 30, 2005.

(b) Where Ford and Visteon agree (or have agreed) in writing on different
productivity price reductions than those specified above, such separate
agreements shall supersede the provisions of Subsection 3.1(a) if such different
price reductions replace (and are not incremental to) the price reductions
required under Subsection 3.1(a). In these cases, the Components to which such
different price reductions apply will be excluded from the calculation of Ford
Carryover Frozen Turnover. If such different price reductions are incremental to
(and do not replace) the price


                                      -6-

reductions required under Subsection 3.1(a), the Components to which such
incremental price reductions apply will be included in the calculation of Ford
Carryover Frozen Turnover and the incremental price reductions will apply in
addition to those required under Subsection 3.1(a). Exhibit 3 contains a list of
the Components for which separate agreements exist as of the date of this
Agreement. The list describes separate and incremental agreements the Parties
have identified as of the date of this Agreement, but is not to be considered an
exhaustive list.

3.2 All productivity price reductions will be retroactive to January 1 of the
applicable year. If the productivity price reductions are not processed prior to
the end of any calendar quarter during the applicable year, Visteon shall pay to
Ford a lump sum equal to seventy five percent (75%) of a reasonable estimate of
the effect of the productivity price reductions based on Visteon's shipments of
Components to Ford during such calendar quarter. Such amount shall be paid on or
before the last day of such calendar quarter. The Parties acknowledge that once
the actual productivity price reductions are determined, they will be entered
into a system that will result in productivity price reductions retroactive to
January 1 of the applicable year; therefore, if Visteon has made a lump sum
payment for any calendar quarter and Ford later receives a retroactive price
adjustment, Ford will reimburse Visteon any amounts that are charged twice to
Visteon. For the avoidance of doubt, Visteon's lump-sum payment of 75% of such
estimated amount will not affect Ford's right to receive 100% of the
productivity price reduction due for the applicable calendar year.

3.3 In regard to any Design Change to any parts, components, or systems supplied
by Newco to Visteon for inclusion in Components or Tier 2 Components, the price
increase or decrease, as approved by Ford, to such parts, components, or systems
resulting from such Design Change will be flowed through, unaltered, to Ford and
reflected in a corresponding adjustment to the price payable by Ford for such
Components or Tier 2 Components. Sec. 9.03 of the Global Terms and the Supplier
Frequently Asked Question dated September 30, 2005 on Sec. 9.03 issued by Ford
will apply in regard to any such Design Change requested by Ford (i.e., Visteon
will promptly notify Ford in a Written Notice as defined in the Global Terms if
the proposed change will affect cost or timing and provide substantiation of its
claim, and, as long as the claim is adequately substantiated, Ford will make an
equitable adjustment to the price or delivery schedules, and the adjustment will
be negotiated in good faith with Visteon).

3.4 In regard to the D-series twin sheet fuel tanks produced at Visteon's
Chicago VMAP facility and supplied by such facility to Ford ("TANKS"), Ford will
compensate Visteon $15 million on an annualized basis, which shall be
incremental to the amounts otherwise due and owing pursuant to any Purchase
Orders issued by Ford to Visteon for such Tanks, for as long as the production
part (i.e., non-Service Part) Tanks are manufactured at Visteon's Chicago VMAP
facility and supplied by such facility to Ford during the term of this
Agreement, in accordance with the following:

     (a) For each full calendar quarter after the date of this Agreement during
     which the Tanks are manufactured at Visteon's Chicago VMAP facility and
     supplied by such facility to Ford, the payment will be $3.75 million.
     Payments will be made on a quarterly basis, and will be due to Visteon on
     the last business day of such quarter; provided, however, that if the date
     of this Agreement is not within 5 business days before or after the
     beginning of a quarter, the first payment will be prorated based on the
     following formula: $3.75 million /90 days * number of days between the date
     of this Agreement and the earlier of (a) the last day of such quarter or
     (b) the end manufacturing and supply date (as described in Section 3.4(b)
     below).

     (b) If the manufacture and supply to Ford of the Tanks by Visteon's Chicago
     VMAP facility ceases prior to the completion of a quarter, the final
     payment will be prorated to reflect the number of days the Tanks are
     manufactured and supplied to Ford during that quarter. Calculations will be
     based on the following formula: $3.75 million /90 days * number of days the
     Tanks were manufactured and supplied to Ford during that quarter. The end
     manufacturing and supply date will be the date that Ford receives the last
     Tank supplied by Visteon's Chicago VMAP facility.

3.5 In the event that Newco amends a Purchase Order or Long Term Supply
Agreement for an Assigned Component as described in Section 3.1(d) of the Newco
- - Visteon PSA, the Matched Ford Price for the affected Assigned


                                      -7-

Component as of 12/31/08 will be flowed through, unaltered, to Ford and
reflected in a corresponding adjustment to the price payable by Ford for the
Components containing such Assigned Component. For the purposes of this Section
3.5, "Purchase Order," "Long Term Supply Agreement," "Assigned Component," and
"Matched Ford Price" are as defined in the Newco - Visteon PSA.

4.   PRICE GAP CLOSURE

     All Competitive Gap Closure Plans in effect as of May 1, 2005 shall remain
in effect as specified therein. "Competitive Gap Closure Plan" means, for
purposes of this Agreement, the plans agreed between Ford and Visteon and listed
on Exhibit 3. Visteon shall have no further obligation to provide Competitive
Gap Closure Plans in relation to any Existing Business beyond the plans
identified on Exhibit 3; provided, however, that nothing in this Agreement
prohibits Ford from requesting that Visteon agree to any other or additional gap
closure plan, or any productivity price reduction beyond that provided for in
Section 3.1, in regard to any Components (whether Existing Business or
otherwise).

5.   PAYMENT TERMS

5.1 Payment terms for Components received at Ford facilities in the United
States, and for tooling received at Visteon facilities (or a Visteon supplier's
facilities) in the United States, will be:

     (a)  For the period beginning on the date of this Agreement through
          December 31, 2006, payment terms shall average 22 days after the entry
          date of the Components or tooling.

     (b)  For the period beginning January 1, 2007 through December 31, 2007,
          payment terms shall average 26 days after the entry date of the
          Components or tooling.

     (c)  For the period beginning January 1, 2008 through December 31, 2008,
          payment terms shall be net 12th or 26th prox with an average days
          payable of 34.5 days meaning that if the entry date of components or
          tooling occurs from the first day through the 15th day of a month,
          payment will be made by the 12th of the following month and if the
          entry date of components or tooling occurs from the 16th day through
          the last day of a month, payment will be made by the 26th of the
          following month.

     (d)  Effective January 1, 2009, Visteon will be paid in accordance with
          Ford's standard payment terms in effect at that time.

5.2 All Components and tooling received at Ford facilities outside of the United
States will have the payment terms specified in the applicable Purchase Order.

5.3 As used in this Article 5, the term "tooling" refers only to tooling owned
by Ford and funded by Ford in an up-front payment (rather than in the piece
price) that is used for the production of Components and which is located in
Visteon facilities or Visteon's suppliers' facilities in the United States.

6.   RIGHT TO TERMINATE OR NOT RENEW

6.1 (a) Notwithstanding any term or condition of this Agreement or of any
Purchase Order, Long Term Supply Agreement, Sourcing Agreement, or Target
Agreement, or any other termination rights Ford may have, Ford may terminate or
not renew, in whole or in part, an Existing Agreement relating to a Component
during the term of this Agreement only:

     (1)  for a Change of Control in accordance with Section 8.3(b) and (c)
          below;

     (2)  in accordance with Section 26.05 (Excusable Delay) of the Global
          Terms;

     (3)  as a result of program cancellation (as described in Section 29 of the
          Global Terms);


                                      -8-

     (4)  as a result of an assignment by Visteon in breach of Section 42.04 of
          the Global Terms;

     (5)  for Good Cause with respect to such Component;

     (6)  for a default by Visteon in the performance of any obligation or in
          the observance of any restriction described in Section 8.1(a) below
          that is not fully cured within 90 days after written notice thereof
          has been given by the Non-Defaulting Party;

     (7)  as a result of the termination of this Agreement under Section 8; or

     (8)  in regard to Existing Agreement(s) for Fuel Delivery Modules (FDMs)
          supplied by Visteon's Bedford facility to Ford, in the event that the
          FDM business is transferred to a Master Agreement Plant as described
          in Section 10 below.

     Nothing in this Agreement shall in any way mitigate or affect any of Ford's
rights to: (i) terminate or not renew any Purchase Order, Long Term Supply
Agreement, or other agreement other than an Existing Agreement (i.e., a Purchase
Order, Long Term Supply Agreement, or other agreement relating to Components
other than Existing Business); or (ii) direct a Ford Tier 1 Supplier (which may
be, without limitation, Newco) relating to a Ford-Directed Tier 2 Component to
terminate its purchases of such Ford-Directed Tier 2 Component from Visteon
during the term of this Agreement, except as specifically provided for in
Section 2.4 and 2.5.

(b) In regard to any termination or non-renewal described in 6.1, the terms of
the applicable Existing Agreement will govern the right to notification,
remediation and compensation, if any. In this regard, a termination by Ford
under Section 6.1(a)(1) above will be treated as a termination under Section
26.03 of the Global Terms, under Sections 6.1(a)(4) through (7) above will be
treated as a termination under Section 26.01 of the Global Terms, and a
termination by Ford under Section 6.1(a)(8) above will be treated as a
termination under Section 27.01 of the Global Terms. In no event will
termination or non-renewal by Ford made in accordance with this Agreement
(including, without limitation, under this Section 6.1 or Section 8) be
considered a default or breach by Ford under any Existing Agreement or other
agreement (including, without limitation, any Purchase Order or Long Term Supply
Agreement) between Ford and Visteon. For the avoidance of doubt, in the event of
a termination by Ford under Section 6.1(a)(3) above, Visteon shall have a right
to submit a cancellation claim to Ford as provided for under Sec. 29.02 of the
Global Terms.

6.2 Subject to Section 6.1(b), Ford's right to terminate or not renew an
Existing Agreement as described in this Article 6 is without prejudice to either
Party for any other right or remedy permitted under this Agreement or the
applicable Existing Agreement, including, without limitation, any right to
recover Damages for default.

6.3 Notwithstanding any term or condition of this Agreement, any Purchase Order
or Long Term Supply Agreement, or any other termination rights Visteon may have,
Visteon:

     (a)  may terminate or not renew an Existing Agreement for a Component which
          does not include any parts, components, or systems supplied by Newco
          in accordance with the Purchase Order or Long Term Supply Agreement
          (and Global Terms) covering such Component; and,

     (b)  may not, during the term of this Agreement, terminate or not renew an
          Existing Agreement for a Component which includes any parts,
          components, or systems supplied by Newco without Ford's prior written
          consent, except if Ford is in material default of the applicable
          Purchase Order or Long Term Supply Agreement covering the Component
          and Ford has failed to materially cure such default within 60 days
          after written notice of such default is provided by Visteon to Ford;
          provided that if such default (except for non-payment by Ford) cannot
          be cured within such 60 days, then Ford shall have a reasonable period
          to cure the default (not to exceed an additional 90 days), during
          which period Ford shall at all times diligently pursue a cure.

7.   PARTICIPATION IN FORD RAW MATERIALS PROGRAMS AND DIRECTED SOURCING


                                      -9-

7.1 To the extent consistent with all applicable laws and regulations and
consistent with the terms of all Existing Agreements, Visteon will participate
in Ford's raw materials supply system or directed buy programs for raw materials
as amended from time to time, in the same manner as other Ford Tier 1 Suppliers.
In the event that such participation by Visteon would or may conflict with
existing contractual obligations of Visteon, Ford and Visteon will discuss in
good faith how to address the matter.

7.2 Visteon will participate in new Directed Tier 2 Sourcing for Existing
Business if and as requested by Ford after the date of this Agreement. Any price
reductions or increases approved by Ford for parts, components, or materials of
Components subject to such new Directed Tier 2 Sourcing will be flowed through,
unaltered, to Ford and reflected in a corresponding adjustment to the price
payable by Ford for such Components. If any such new Directed Tier 2 Sourcing
affects Visteon's cost or timing (aside from the cost of the newly-directed
parts, components, or materials), Sec. 9.03 of the Global Terms and the Supplier
Frequently Asked Question dated September 30, 2005 on Sec. 9.03 issued by Ford
will apply (i.e., Visteon will promptly notify Ford in a Written Notice [as
defined in the Global Terms] if the proposed new Directed Sourcing will affect
its cost or timing and provide substantiation of its claim, and, as long as the
claim is adequately substantiated, Ford will make an equitable adjustment to the
price or delivery schedules, and the adjustment will be negotiated in good faith
with Visteon).

8.   DEFAULT

8.1. A Party (a "NON-DEFAULTING PARTY") may give notice to the other Party (the
"DEFAULTING PARTY"), upon occurrence of any of the following events, any one of
which will be considered to be an "EVENT OF DEFAULT":

     (a)  Default by a Party. Any default by the Defaulting Party in the
          performance of any obligation or in the observance of any restriction
          in this Agreement, which default may not be cured, or is not
          effectively cured, after a period of 30 days after written notice
          thereof has been given by the Non-Defaulting Party; provided that if
          such default cannot be cured within 30 days, then the Defaulting Party
          shall have a reasonable period to cure the default (not to exceed 90
          days), during which period the Defaulting Party shall at all times
          diligently pursue a cure;

     (b)  Termination of Existence Initiated by a Party. The Defaulting Party
          commences any Proceeding to wind up, dissolve, or otherwise terminate
          its legal existence;

     (c)  Termination of Existence Initiated by Another Person. Any proceeding
          is commenced against the Defaulting Party that seeks or requires the
          winding up, dissolution, or other termination of its legal existence,
          unless the proceeding is defended or contested in good faith by the
          Defaulting Party within 30 days of the commencement of the proceeding
          in a manner that stays it and such defense or contest is pursued
          diligently thereafter;

     (d)  Bankruptcy. Either (a) the Defaulting Party seeks relief by any
          proceedings of any nature under any applicable laws for the relief of
          debtors; or (b) the institution against the Defaulting Party of a
          proceeding under any applicable bankruptcy or similar law of any
          jurisdiction in which the Defaulting Party carries on its business,
          unless the proceeding is defended or contested in good faith by the
          Defaulting Party within 15 days of the commencement of the proceeding
          in a manner that stays the proceedings and then only so long as such
          defense or contest is pursued diligently thereafter;

     (e)  Appointment of a Receiver. The appointment of a receiver,
          receiver-manager, trustee, custodian or like officer for all or a
          substantial part of the business or assets of the Defaulting Party,
          unless the appointment is defended or contested in good faith by the
          Defaulting Party within 30 days of the commencement of the appointment
          in a manner that stays the appointment and then only so long as such
          defense or contest is pursued diligently thereafter; or


                                      -10-

     (f)  Assignment for Benefit of Creditors. The Defaulting Party makes an
          assignment of a substantial part of its assets for the benefit of its
          creditors.

8.2. Upon the occurrence of an Event of Default, the Non-Defaulting Party may
elect one or more of the following remedies:

     (a)  Subject to Section 8.4 below, termination of this Agreement, in whole
          or in part, and any such termination shall not be deemed a waiver or
          release of, or otherwise prejudice or affect, any rights, remedies or
          claims, whether for Damages or otherwise, which the Non-Defaulting
          Party may then possess under this Agreement or which arise as a result
          of such termination; provided, however, that the Non-Defaulting Party
          may only elect to terminate this Agreement (in whole or in part) for
          an Event of Default under Section 8.1(a) above (Default by a Party) if
          the default by the Defaulting Party under Section 8.1(a) is a material
          default of a material provision of this Agreement; and

     (b)  Set off and recoupment against sums owed by the Non-Defaulting Party
          or one of its Affiliates to the Defaulting Party or one of its
          Affiliates any amounts for which the Non-Defaulting Party determines
          in good faith that the Defaulting Party or one of its Affiliates is
          liable to the Non-Defaulting Party or one of its Affiliates under this
          Agreement or any Purchase Order; and

     (c)  Recovery of Damages arising from the Default.

8.3 (a) In addition to any termination rights Ford may have under this Agreement
or applicable law, Ford may terminate this Agreement in the following events:
(i) a Change of Control of Visteon occurs; (ii) all of the Existing Agreements
become subject to termination or cancellation for Good Cause; or (iii) all of
the Existing Agreements are terminated or not renewed in accordance with this
Agreement.

(b) As used in this Section 8.3, the term "CHANGE OF CONTROL" means (i) a
liquidation or dissolution of Visteon; (ii) the sale, lease, transfer,
conveyance or other disposition, in one or a series of related transactions, of
all or substantially all of the assets of Visteon and its subsidiaries, taken as
a whole; (iii) a merger, consolidation, share exchange, business combination or
similar extraordinary transaction as a result of which the persons possessing,
immediately prior to the consummation of such transaction, beneficial ownership
of the voting securities of Visteon entitled to vote generally in elections of
directors of Visteon, cease to possess, immediately after consummation of such
transaction, beneficial ownership of voting securities entitling them to
exercise at least 50% of the total voting power of all outstanding securities
entitled to vote generally in elections of directors of Visteon (or, if not
Visteon, the surviving entity resulting from such transaction); or (iv) a
transaction or series of transactions (including by way of merger,
consolidation, sale of stock or otherwise) the result of which is that any
Person or "group" (as defined in Section 13 of the Securities Exchange Act of
1934) becomes the "beneficial owner" (as such term is defined in Rule 13d-3 and
Rule 13d-5 promulgated under the Securities Exchange Act of 1934), directly or
indirectly, of more than 50% of the voting power of the outstanding voting stock
of Visteon.

(c) Notwithstanding Section 6.1(a)(1) or 8.3(a) above, in the event of an
occurrence described in Section 8.3(b)(ii), (iii), or (iv) above, Ford may not
terminate an Existing Agreement relating to a Component during the term of this
Agreement, or terminate this Agreement, as a result of a Change of Control of
Visteon unless and until it has made a good faith effort to discuss (if Visteon
requests, in writing, that Ford have such discussion) the potential continuation
of the applicable Existing Agreement, in regard to Section 6.1(a)(1), or of this
Agreement, with: (1) the transferee of all, or substantially all, of the assets
of Visteon and its Subsidiaries described in Section 8.3(b)(ii); (2) the Person
Controlling Visteon (if any) as a result of the merger, consolidation, share
exchange, business combination or similar extraordinary transaction described in
Section 8.3(b)(iii) (for this purpose, "Control" will be as defined in the
definition of the term "Affiliate" in Section 1.1 above); or, (3) the Person or
"group" that will become the "beneficial owner" of more than 50% of the voting
power of the outstanding voting stock of Visteon described in Section
8.3(b)(iii).


                                      -11-

8.4 A Non-Defaulting Party intending to terminate this Agreement pursuant to
this Article 8 as a result of an Event of Default occurring under Subsections
8.1(a) or (b) shall first notify the Defaulting Party of the grounds for the
intended termination. If the Defaulting Party fails to remedy such grounds for
termination within sixty (60) days of such notice (or any longer period of time
as mutually agreed by the Parties), then the Non-Defaulting Party may terminate
this Agreement effective upon notice to the Defaulting Party without the need
for any judicial action.

8.5 The provisions of this Article 8 are without prejudice to any other rights
or remedies either Party may have by reason of the Event of Default of the other
Party; provided, however, that the Parties' rights to terminate this Agreement
shall in all cases be as described in this Article 8.

8.6 In the event a competitor of Ford in the business of manufacturing motor
vehicles acquires a significant interest in Visteon (directly or indirectly),
Visteon will provide Ford with reasonable assurances that Visteon will utilize
its best efforts to preserve the confidentiality of all information related to
products produced for Ford and Ford product programs.

9.   TERM

9.1 The term of this Agreement shall commence on the date of this Agreement and
continue through December 31, 2008, unless terminated earlier in accordance with
the terms and conditions of this Agreement.

9.2 The 2003 Agreement shall be terminated as of the date of this Agreement and,
as such, all obligations outstanding under the 2003 Agreement shall be
terminated as of such date.

10.  TRANSFER OF FDM BUSINESS

If requested by Ford, Visteon will move at least 450 Fuel Delivery Module (FDM)
jobs to a Master Agreement Plant. Ford and Visteon will diligently negotiate and
agree upon the plan and schedule for the movement of such jobs. Over time, it is
anticipated that all FDM production would be relocated from Visteon to a Master
Agreement Facility.

11.  CONFLICT WITH OTHER AGREEMENTS

Nothing in this Agreement, any Existing Agreement, or in any Purchase Order,
Long Term Supply Agreement, Target Agreement, or Sourcing Agreement for
Components or the Global Terms affects, limits, or supersedes in any way any
Master Transaction Agreement or any rights, obligations, or limitations of
liability of either of Newco or Visteon under any Master Transaction Agreement,
including, without limitation, any limitations of liability of Newco or Visteon
relating to any Components (or parts, components, or materials thereof)
contained in any Master Transaction Agreement, or any rights relating to
intellectual property, or responsibility for infringement of intellectual
property rights, contained in any Master Transaction Agreement. In the event of
any conflict between the provisions of this Agreement and any Master Transaction
Agreement, the Master Transaction Agreement shall prevail. This Section 11 will
survive the termination or expiration of this Agreement. Without limiting the
generality of the foregoing, the Parties agree that nothing in this Agreement,
or in any Purchase Order, Long Term Supply Agreement, Sourcing Agreement, or
Target Agreement, shall in any respect limit or restrict Visteon's obligations
with respect to liabilities retained by Visteon under Section 2.04(iii) of the
Contribution Agreement.

For the purposes of this Section 11, "Master Transaction Agreements" means the
following, collectively: All of the agreements referenced in Section 8 of the
Master Agreement by and between Ford and Visteon dated as of September 12, 2005,
and, for the avoidance of doubt, the Intellectual Property License Agreement
dated as of October 1, 2005 between Visteon, Visteon Global Technologies, Inc.,
and Ford.

12.  QUALITY IMPROVEMENT INITIATIVES & WARRANTY SHARING AGREEMENT


                                      -12-

     (a) Without limiting or expanding any of the terms and conditions of the
Global Terms, to insure a robust quality improvement process, Visteon will
participate in Ford quality improvement programs and Ford can require Visteon to
achieve reasonable increased quality standards, consistent with the requirements
for other Ford Tier 1 Suppliers, as they may exist from time to time. Without
limiting the foregoing (including the Global Terms), all Visteon facilities that
produce Components for Ford shall achieve and retain Q1 status and shall also
maintain ISO9000 compliance during the terms of any applicable Purchase Order.

     (b) It is Ford's intent that Visteon's Q1 status will not be negatively
impacted by quality problems determined to have been caused by Newco. Towards
this end:

     1.   Visteon will collect, compile and provide to Ford the data on Newco
          performance collected at Visteon's manufacturing location. The data
          collected and provided to Ford by Visteon will be the data collected
          by Visteon's current quality operating system.

     2.   Visteon has the right to contest the consequences of inclusion of
          Newco performance in Visteon SIM (Supplier Improvement Metrics) data
          input by Ford plants.

     3.   If the capability to maintain separate quality and SIM data for
          Newco-supplied parts, components or materials becomes available in the
          future, Ford will notify Visteon and Newco.

     Except as otherwise expressly agreed upon by Ford in writing, this Section
12(b) will apply only in regard to parts, components, or materials supplied by
Newco to Visteon, and will not apply to any parts, components, or materials
supplied by a Person other than Newco, including, without limitation, any buyer
or transferee of the applicable Newco facility supplying the parts, components,
or materials.

     This Section 12(b) does not, however, relieve Visteon of its
responsibilities for the quality of parts, components, or materials supplied by
Newco to Visteon under the applicable Ford Purchase Order or Long Term Supply
Agreement or under Q1, including, for example and without limitation, for
monitoring the incoming quality of such parts, components, or materials and
taking any necessary containment actions, nor does this section reduce or
mitigate Visteon's obligation under Section 2.04(iii) of the Contribution
Agreement.

     (c) The warranty sharing program in effect as of the date of this Agreement
is contained in that certain letter dated December 13, 2002 from Mr. Todd
Sheppelman of Visteon to Mr. Tom Miller of Ford. The Parties acknowledge that
certain modifications will need to be made to such letter in light of the
overall restructuring of Visteon operations giving rise to this Agreement. The
Parties will discuss such modifications in good faith.

13.  GENERAL PROVISIONS

13.1 No Agency. This Agreement does not constitute either Party the agent or
legal representative of the other Party. Neither Party is authorized to create
any obligation on behalf of the other Party.


13.2 Notices. All notices, requests and other communications to any Party
hereunder shall be in writing (including facsimile transmission and electronic
mail ("E-MAIL") transmission, so long as a receipt of such e-mail is requested
and received) and shall be given,


                                      -13-

     if to Ford, to:

        Ford Motor Company
        Office of the Secretary
        One American Road
        Dearborn, Michigan 48126

        Attention:  Peter J. Sherry, Jr.
        Facsimile No.: (313) 248-8713
        E-mail: mnunn@ford.com

     with a copy to:

        Ford Motor Company
        Office of the General Counsel
        One American Road
        320 World Headquarters
        Dearborn, Michigan 48126

        Attention:  Marcia J. Nunn
        Facsimile No.: (313) 337-3209
        E-mail: mnunn@ford.com

     if to Visteon, to:

        Visteon Corporation
        One Village Center Drive
        Van Buren Township, Michigan 48111
        Attention: John Donofrio, General Counsel
        Facsimile No.: (734) 710-7132
        E-mail: jdonofri@visteon.com

or such other address, facsimile number or e-mail address as such Party may
hereafter specify for the purpose by notice to the other Parties hereto. All
such notices, requests and other communications shall be deemed received on the
date of receipt by the recipient thereof if received prior to 5:00 p.m. in the
place of receipt and such day is a Business Day in the place of receipt.
Otherwise, any such notice, request or communication shall be deemed not to have
been received until the next succeeding Business Day in the place of receipt.

13.3 Subsidiaries and Affiliates. Subsidiaries and other Affiliates of Ford and
Visteon are bound by the provisions herein to the extent that such subsidiaries
or Affiliates produce Components supplied to Ford or its Affiliates (in regard
to Visteon and its Affiliates) or purchase Components supplied by Visteon or its
Affiliates (in regard to Ford and its Affiliates); provided, that AAI and
Affiliates of Ford shall be bound by this Agreement only to the extent that
Components supplied to them are purchased for use in a Ford, Lincoln or Mercury
brand vehicle. Each Party warrants and represents to the other Party that it has
the authority to bind its Affiliates to this Agreement as described in this
Section 13.3.

13.4 Amendments and Waivers.

     (a)  Any provision of this Agreement may be amended or waived if, but only
          if, such amendment or waiver is in writing and is signed, in the case
          of an amendment, by each Party to this Agreement, or in the case of a
          waiver, by the Party against whom the waiver is to be effective.


                                      -14-

     (b)  No failure or delay by any Party in exercising any right, power or
          privilege hereunder shall operate as a waiver thereof nor shall any
          single or partial exercise thereof preclude any other or further
          exercise thereof or the exercise of any other right, power or
          privilege.

13.5 Entire Agreement. Subject to Section 11, this Agreement supersedes any
prior agreements between the Parties concerning the subject matter herein.

13.6 Successors and Assigns. The provisions of this Agreement shall be binding
upon and inure to the benefit of the Parties hereto and their respective
successors and permitted assigns; provided that neither Party may assign,
delegate or otherwise transfer any of its rights or obligations under this
Agreement without the consent of each other Party hereto, except as expressly
provided for otherwise in this Agreement.

13.7 Severability. If any term, provision, covenant or restriction of this
Agreement is held by a court of competent jurisdiction or other authority to be
invalid, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this Agreement shall remain in full force and
effect and shall in no way be affected, impaired or invalidated so long as the
economic or legal substance of the transactions contemplated hereby is not
affected in any manner materially adverse to any Party. Upon such a
determination, the Parties shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the parties as closely as
possible in an acceptable manner in order that the transactions contemplated
hereby be consummated as originally contemplated to the fullest extent possible.

13.8 Governing Law. This Agreement shall be governed by and construed in
accordance with the law of the State of Michigan, without regard to the
conflicts of law rules of such state. The Parties exclude the application of the
1980 United Nations Convention on Contracts for the International Sale of Goods,
if otherwise applicable.

13.9 Disputes. If a dispute arises between the Parties relating to this
Agreement, the following shall be the sole and exclusive procedure for enforcing
the terms hereof; provided, however, that a Party may seek injunctive relief
from a court where appropriate for the purpose of maintaining the status quo
while this procedure is being followed:

     (i)  The Parties promptly shall hold a meeting of senior executives with
          decision-making authority to attempt in good faith to negotiate a
          mutually satisfactory resolution of the dispute; provided that no
          Party shall be under any obligation whatsoever to reach, accept or
          agree to any such resolution; provided further, that no such meeting
          shall be deemed to vitiate or reduce the obligations and liabilities
          of the parties or be deemed a waiver by a Party hereto of any remedies
          to which such Party would otherwise be entitled.

     (ii) If the parties are unable to negotiate a mutually satisfactory
          resolution as provided above, then upon request by either Party, the
          matter shall be submitted to binding arbitration before a sole
          arbitrator in accordance with the CPR Rules, including discovery
          rules, for Non-Administered Arbitration. Within five Business Days
          after the selection of the arbitrator, each Party shall submit its
          requested relief to the other Party and to the arbitrator with a view
          toward settling the matter prior to commencement of discovery. If no
          settlement is reached, then discovery shall proceed. Upon the
          conclusion of discovery, each Party shall again submit to the
          arbitrator its requested relief (which may be modified from the
          initial submission) and the arbitrator shall select only the entire
          requested relief submitted by one Party or the other, as the
          arbitrator deems most appropriate. The arbitrator shall not select one
          Party's requested relief as to certain claims or counterclaims and the
          other Party's requested relief as to other claims or counterclaims.
          Rather, the arbitrator must only select one or the other Party's
          entire requested relief on all of the asserted claims and
          counterclaims, and the arbitrator shall enter a final ruling that
          adopts in whole such requested relief. The arbitrator shall limit
          his/her final ruling to selecting the entire requested relief he/she
          considers the most appropriate from the requests submitted by the
          Parties.


                                      -15-

     (iii) Arbitration shall take place in the City of Dearborn, Michigan unless
          the parties agree otherwise or the arbitrator selected by the Parties
          orders otherwise. Punitive or exemplary damages shall not be awarded.
          This Section 13.9 is subject to the Federal Arbitration Act, 28
          U.S.C.A. Section 1, et seq., or comparable legislation in non-U.S.
          jurisdictions, and judgment upon the award rendered by the arbitrator
          may be entered by any court having jurisdiction.

13.10 Counterparts; Effectiveness; Third Party Beneficiaries. This Agreement may
be signed in counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
This Agreement shall become effective as of the date first set forth above when
each Party hereto shall have received a counterpart hereof signed by the other
Party hereto. Until and unless each Party has received a counterpart hereof
signed by the other Party hereto, this Agreement shall have no effect and no
party shall have any right or obligation hereunder (whether by virtue of any
other oral or written agreement or other communication). Except as specifically
provided for herein, no provision of this Agreement is intended to confer any
rights, benefits, remedies, obligations or liabilities hereunder upon any Person
other than the Parties hereto and their respective successors and permitted
assigns under Section 13.6.

13.11 Right to Audit. Sections 32.01, 32.02, and 32.06 of the Global Terms shall
apply to this Agreement. For the purposes of applying such Sections of the
Global Terms, the terms "Buyer," "Supplier," and "Purchase Order" as used
therein shall mean Ford, Visteon, and this Agreement, respectively.

13.12 Purchase of Component Parts (Service Parts) Directly from Visteon's
Supplier. Ford may, at its option, (a) purchase any Component Parts directly
from Visteon's supplier, or (b) purchase any Component Parts from Visteon and
receive shipment directly from Visteon's supplier, rather than from Visteon. If
Ford elects to purchase directly from Visteon's supplier (Section 13.12(a)
above), then (i) Visteon will no longer have a supply obligation with respect to
such Component Parts to Ford; and (ii) Ford must purchase all such Component
Parts directly from such supplier that are produced at the applicable ship
point. "Component Parts" are Service Parts that are components of larger
assemblies or systems.


                                      -16-

IN WITNESS WHEREOF, Ford and Visteon have caused this Agreement to be duly
executed in multiple counterparts by their duly authorized representatives.

VISTEON CORPORATION                     FORD MOTOR COMPANY


By: /s/ James F. Palmer                 By: /s/ Donat R. Leclair
    ---------------------------------       ------------------------------------
Title: Executive Vice President and     Title: Executive Vice President and
       ------------------------------          ---------------------------------
       Chief Financial Officer                 Chief Financial Officer
       ------------------------------          ---------------------------------
Date:  October 1, 2005                  Date:  October 1, 2005
       ------------------------------          ---------------------------------




                                      -17-

                                                                   Exhibit 10.14

                     INTELLECTUAL PROPERTY LICENSE AGREEMENT

     This AGREEMENT ("IP AGREEMENT") dated as of October 1, 2005 is between
Visteon Corporation, a Delaware corporation ("VISTEON"), Visteon Global
Technologies, Inc., a Michigan Corporation ("VGTI"), and Ford Motor Company, a
Delaware corporation ("FORD").

                                   WITNESSETH:

     WHEREAS, Ford and Visteon have agreed to enter into: (i) a Visteon "B"
Purchase Agreement dated as of September 12, 2005, pursuant to which Ford has
agreed to consummate the transactions contemplated thereby, including the
purchase and sale of the Shares, on the terms and conditions set forth therein;
(ii) a Visteon "A" Transaction Agreement dated as of September 12, 2005 (the
"VISTEON "A" TRANSACTION AGREEMENT") whereby, among other things, and subject to
the terms and conditions set forth therein, Ford has agreed to provide financial
assistance to Visteon in connection with the restructuring of the businesses of
Visteon; and (iii) certain commercial arrangements or certain modifications to
existing commercial arrangements with respect to the businesses of Visteon;

     WHEREAS, Visteon and Automotive Components Holdings, Inc. (f/k/a VFH
Holdings, Inc.) ("ACH"), a Delaware corporation, have entered into a
Contribution Agreement dated as of September 12, 2005 (the "Contribution
Agreement") pursuant to which, among other things, Visteon has contributed (or
cause to be contributed) to ACH certain intellectual property and software
assets related to the Business, as defined in the Contribution Agreement;

     WHEREAS, in furtherance of the restructuring of the Visteon businesses,
Ford desires to receive and Visteon and VGTI desire to grant to Ford licenses
under certain intellectual property.

     NOW THEREFORE, in consideration of the above premises and the mutual
covenants herein contained, and for other good and valuable consideration given
by each party hereto to the other, the sufficiency and receipt of which are
hereby acknowledged, the parties hereto, for themselves, their successors and
permitted assigns, intending to be legally bound, agree as follows:

                                   ARTICLE 1:
                                   DEFINITIONS

     Section 1.01. Definitions. (a) Capitalized terms used but otherwise not
defined herein shall have the meanings as assigned to them in the Visteon "A"
Transaction Agreement and the Contribution Agreement. In the event of any
discrepancy between the definitions used in those Agreements and definitions
used in this Agreement, the definitions herein shall apply.

     (b) The following terms, as used herein, have the following meanings:

     "Company Only Products and Technologies" means the following products and
technologies manufactured only by the Company as of the Closing Date, for
manufacture and sale to any customer, including any improvements or developments
for currently


                                                                               1

produced products or those in the current cycle plan for Plants which have
passed the Visteon CDP Gate 2 (or equivalent) approval, except that any such
improvements or developments 1) that are subject to pre-existing contractual
obligations that prevent transfer to Company are not to be included or 2) that
are subject to a joint development agreement with non-Ford OEM's, or other
suppliers, subject to mutual agreement of inclusion, or exclusion, between the
parties: Driveshafts, Catalytic Converters, Body Stampings, Stabilizer Bars,
Steering Columns, RV Steering Gears, Steering Pumps, Seat Foam, Wiper Motors,
Glass.

     "Copyrights" mean (i) any copyright in any original works of authorship in
technology fixed in any tangible medium of expression as set forth in 17 U.S.C.
Section 101 et. seq., whether registered or unregistered, including any
applications for registration thereof, (ii) any corresponding foreign copyrights
under the laws of any jurisdiction, in each case, whether registered or
unregistered, and any applications for registration thereof, and (iii) Common
Law or moral rights under the laws of any jurisdiction.

     "Core Shared Products and Technologies" means Shared Products and
Technologies for any of the following products or technologies: HVAC Air
Handling Systems, HVAC Manual Controls, Heater Cores, Radiators, Cooling Modules
(FEM), Headlamps, Rear Lamps, Cockpit Modules, Instrument Panels, Consoles, Door
Panels/Trim, Glove Box, Sys/Finish Panel/Defroster Grilles, Air Induction
Systems.

     "Derivative Work" means a work of authorship based on one or more
preexisting works, including, without limitation, a translation, condensation,
transformation, expansion or adaptation, which, if prepared without
authorization of the owner of the copyright of such preexisting work, would
constitute a copyright infringement. The term "Derivative Work" does not include
the preexisting work upon which the Derivative Work is based.

     "Engineering Design Tools" means product specific tools or data (software
or hardcopy) specifically designed or utilized to design, model, simulate, or
visualize the product or process used to make the product including all
supporting documentation for such tools. Examples may include: CAD, CAE, CAM,
Knowledge Based Engineering applications and Engineering Design Manuals or Check
Lists. Specifically excluded from this definition are standard computer design
tools and software which are covered under the IT agreement. All of the
Engineering Design Tools listed in any Attachment to an Appendix are subject to
the terms of any preexisting contracts. Such Engineering Design Tools are
provided on an "as-is" basis, without any commitments by either party that
maintenance or any other support will be provided in the future.

     "Ford" means Ford Motor Company and its Subsidiaries and Affiliates,
including Mazda Motor Corporation and its Subsidiaries and Affiliates, except
where specifically noted.


                                                                               2

     "Invention Disclosure" means a disclosure of an invention which (i) is
written for the purpose of recording the conception or reduction to practice of
an invention, and (ii) is maintained with a control number in the owning party's
records.

     "Joint Venture Company" means a company in which Visteon or one or more of
its Subsidiaries or Affiliates owns or controls, directly or indirectly, more
than 33% of the voting shares or other equity interest.

     "Mask Work Rights" means (i) any rights in mask works as defined in 17
U.S.C. Section 901, whether registered or unregistered, including applications
for registration thereof, and (ii) any foreign rights in semiconductor
topologies under the laws of any jurisdiction, whether registered or
unregistered, including applications for registration thereof.

     "Non-Core Shared Products and Technologies" means Shared Products and
Technologies for any of the following products or technologies: Axles, Power
Take-off Unit (PTU), Manual Steering Gears, HPAS Steering Gears, Ignition
Systems, Air Charging Assemblies, Throttle Bodies, Fuel Charge Assemblies, Fuel
Injectors, Air/Fuel Charging Assemblies, Integrated Air/Fuel Modules, Fuel
Pumps.

     "Non-Patented Product Design IP and Manufacturing IP " means all (1)
research, product designs, technological models, algorithms, manufacturing
processes, design processes, behavioral models, logic diagrams, schematics, test
vectors, know-how, computer and electronic data processing and other apparatus
programs and software (object code and source code), optical, hydraulic and
fluidic apparatus and processes, chemical processing, databases and
documentation thereof, technical information, data, specifications, drawings,
records, documentation, mask works, Invention Disclosures, works of authorship
or other creative works, or websites, all of which exist at the Closing Date,
and (2) Trade Secrets, Mask Work Rights, and Copyrights, related to those items
described in (1) above and which exist at the Closing Date, for which Visteon
has the right to assign or to grant licenses, including those stated in the
Appendices hereof. Such Non-Patented Intellectual Property is provided on an
"as-is" basis, without any commitments by either party that maintenance or any
other support will be provided in the future.

     "Patents" means those worldwide patents (including patents of importation,
patents of confirmation, patents of improvement, patents and certificates of
addition and utility model patents, as well as divisions, reissues,
continuations, continuations-in-part, reexamination certificates, renewals and
extensions of any of the foregoing), pending patent applications, Invention
Disclosures submitted prior to the Closing Date and patent applications based
thereon and patents which may issue from such applications after the Closing
Date for which Visteon has the right to assign or to grant licenses and which
are identified in the Appendices hereof.


                                                                               3

     "Region" means any one country of a group in North America, South America,
Europe, Africa and Asia Pacific (including but not limited to China, Korea,
Japan, Viet Nam, Australia and India).

     "Shared Products and Technologies" means products made at both Visteon and
Plants as of the Closing Date, for manufacture and sale to any customer,
including any improvements or developments for currently produced products or
those in the current cycle plan for Plants which have passed the Visteon CDP
Gate 2 (or equivalent) approval, except that any such improvements or
developments 1) that are subject to pre-existing contractual obligations that
prevent transfer to Ford are not to be included or 2) that are subject to a
joint development agreement with non-Ford OEM's, or other suppliers, subject to
mutual agreement of inclusion, or exclusion, between the parties.

     "Trade Secrets" means business and technical methods, processes,
compilations, information and know-how that are not publicly known and which
give the owner a competitive advantage in its business. Such Trade Secrets are
provided on an "as-is" basis, without any commitments by either party that
maintenance or any other support will be provided in the future.

                                    ARTICLE 2
                                  LICENSE GRANT

     Section 2.01. Grant. Visteon and VGTI hereby grant, or to cause to be
granted, to Ford licenses under certain Licensed Intellectual Property Rights
and Owned Intellectual Property Rights as set forth in the Appendices attached
hereto (the "LICENSED INTELLECTUAL PROPERTY"), subject to the rights and
limitations set forth therein.

     Section 2.02. The licenses granted in this Article 2 are subject to
existing and contingent obligations Visteon and Visteon's Affiliates may have
under contracts with third parties. As soon as practicable after execution of
this Intellectual Property License Agreement, Visteon, VGTI and Ford will review
and take action using commercially reasonable efforts consistent with Section
2.05 of the Contribution Agreement to modify those contracts which are affected
by the transfers provided in this Article 2, and take such actions as are
necessary to reflect rights now accruing to Ford.

     Section 2.03. Upon request by Ford, all documents and papers shall be
executed, and all reasonable assistance shall be furnished by Visteon and
Visteon Affiliates to enable Ford to obtain and perfect any and all rights
licensed to Ford in this Article 2. Such assistance shall include, but not be
limited to, commercially reasonable assistance needed to enable Ford to grant
appropriate warranties, where applicable, to third parties.


                                                                               4

     Section 2.04. Notwithstanding the definitions used in Article 1 herein,
each party and its Affiliates have the right to retain and use documents and
things that describe or contain any Licensed Intellectual Property that it
rightfully has in its possession as of the Closing Date, provided that such
copies and things shall be subject to the rights and limitations as specified in
the Appendices attached hereto and the confidentiality obligations of Article 5
herein.

     Section 2.05. Implied Licenses for Purchased Parts. Visteon and VGTI agree
to not assert against Ford or any customer of Ford any intellectual property
right owned by Visteon or VGTI for the manufacture, use or sale of products
covered by such intellectual property right, provided that such products are
used in systems or assemblies manufactured by or for Ford for use in its
vehicles (pursuant to the rights and limitations of this IP Agreement) and are
purchased from the then current Visteon suppliers used by Visteon to supply such
products for such assemblies. Visteon shall provide reasonable notice to Ford of
any change in supplier of such products. Ford shall have a commercially
reasonable period in which to change to the newly selected Visteon supplier.

                                    ARTICLE 3
                                  CONSIDERATION

     Section 3.01. Consideration. The licenses granted to Ford are made by
Visteon and VGTI pursuant to the obligations under the Master Agreement, the
Visteon B Purchase Agreement and the Visteon A Transaction Agreement and in
consideration set forth therein.

                                    ARTICLE 4
                          REPRESENTATION AND WARRANTIES

     Section 4.01. Representations and Warranties. To the knowledge of Visteon,
neither Visteon nor any Affiliate of Visteon has infringed, misappropriated or
otherwise violated any Intellectual Property Right of any third party, and no
person has infringed, misappropriated or otherwise violated any Licensed
Intellectual Property.

     Section 4.02. To the knowledge of Visteon, none of the Licensed
Intellectual Property has been adjudged by a court of competent jurisdiction
invalid or unenforceable in whole or part, and, to the knowledge of Visteon, all
such Licensed Intellectual Property are valid and enforceable. Visteon or an
Affiliate of Visteon holds all right, title and interest in and to all the
Licensed Intellectual Property, free and clear of any Lien.

     Section 4.03. With respect to pending applications and applications for
registration of the Licensed Intellectual Property, Visteon is not aware of any
reason that would reasonably be expected to prevent any such application or
application for


                                                                               5

registration from being granted with coverage substantially equivalent to the
latest amended version of the pending application or application for
registration. To the knowledge of Visteon, none of the patents and patent
applications included in the Licensed Intellectual Property is currently the
subject of an interference, protest, opposition, public use proceeding or third
party reexamination request.

                                    ARTICLE 5
                                 CONFIDENTIALITY

     Section 5.01. Confidentiality. Visteon, VGTI and Ford each agree to hold in
confidence, and to use only as permitted by the licenses granted by this
Agreement, all Non-Patented Intellectual Property, Engineering Design Tools or
other information designated by the disclosing party in writing or by
appropriate stamp or legend as "CONFIDENTIAL" or some similar marking of like
importance, or where the nature of the information is such that a reasonable
person who deals with such information would believe that a party intends or is
obligated to maintain it as confidential (hereinafter "Confidential
Information"). The receiving party agrees to use the same degree of care, but no
less than a reasonable degree of care, to prevent the unauthorized use and
disclosure of the Confidential Information to third parties as it uses to
protect its own confidential information of like importance. Except as specified
below, the obligations of this Section 5.01 shall terminate on December 31,
2009, after which the party having received the Confidential Information shall
limit further disclosure in the same manner as that party protects its own
confidential information of like importance.

     Section 5.02. Notwithstanding any other provision of this Agreement, the
obligations of restricted disclosure and use specified herein will not apply to
Confidential Information which:

(a)  is available as of the Closing Date or later becomes available to the
     public without breach of this Agreement; or

(b)  is authorized for release in writing by the disclosing party prior to the
     applicable disclosure; or

(c)  is lawfully obtained from a third party or parties without a duty of
     confidentiality; or

(d)  is disclosed to a third party by the disclosing party without a similar
     duty of confidentiality; or

(e)  is at any time developed by the receiving party independently of any
     related disclosure(s) from the disclosing party.


                                                                               6

     Section 5.03. With regard to any Confidential Information disclosed
pursuant to this Agreement, the receiving party shall not be liable for
unauthorized disclosure of such Confidential Information pursuant to judicial
action or governmental regulations or requirements, provided that the receiving
party notifies the disclosing party of the need for such disclosure within a
reasonable period of time before such disclosure is required.

     Section 5.04. Notwithstanding any other provisions of this Article 5, and
provided it is not otherwise restricted under this Agreement, disclosure of
Confidential Information by a licensed party under this Agreement to a third
party will be permitted only to the extent necessary to carry out the license
grants herein, and only after such third party agrees to adhere to
confidentiality provisions at least as restrictive as those adhered to by the
receiving party under this Agreement and to use such Confidential Information
only to provide products to, or purchase products from, the receiving party
herein.

     Section 5.05. With respect to Confidential Information that includes
software of the type embedded in a product or associated tools, disclosure by a
receiving party under this Agreement to a third party will be permitted only to
the extent necessary to carry out the license grants herein, and further
provided that such third party agrees to: protect such software for a period of
at least five (5) years from date of disclosure; use such software only to
provide products to, or design, test and manufacture products for, or purchase
products from, the licensed party herein; and limit access to its employees
having a need to use such software to provide products to, or design, test and
manufacture products for, or purchase products from, the licensed party herein.

                                    ARTICLE 6
                                     NOTICE

     Section 6.01. Notice. All notices and other communications hereunder shall
be in writing and shall be deemed to have been duly given when delivered in
person, by telecopy with answer back, by express or overnight mail delivered by
a nationally recognized air courier (delivery charges prepaid), by registered or
certified mail (postage prepaid, return receipt requested) or by e-mail with
receipt confirmed by return e-mail to the respective parties as follows:

if to Ford:

     FORD Global Technologies, Inc.
     One Parklane Blvd. Suite 600 East
     Dearborn, Michigan 48126
     Attention: President and CEO
     Telecopy: (313) 322 7162
     E-mail: wcoughli@ford.com


                                                                               7

if to Visteon or VGTI:

     VISTEON Global Technologies, Inc.
     One Village Center Drive
     Van Buren Township, Michigan 48111
     Attention: Chief Intellectual Property Counsel
     Telecopy: (734) 736-5560
     E-mail: sconfer@visteon.com

or to such other address as the Party to whom notice is given may have
previously furnished to the other in writing in the manner set forth above. Any
notice or communication delivered in person shall be deemed effective on
delivery. Any notice or communication sent by e-mail, telecopy or by air courier
shall be deemed effective on the first Business Day following the day on which
such notice or communication was sent (provided that a confirming copy is
dispatched by regular mail on the same date as such e-mail or telecopy
communication is sent). Any notice or communication sent by registered or
certified mail shall be deemed effective on the fifth Business Day following the
day on which such notice or communication was mailed. As used in this Section
6.01, "Business Day" means any day other than a Saturday, a Sunday or a jointly
observed Ford/Visteon holiday.

                                    ARTICLE 7
                                  MISCELLANEOUS

     Section 7.01. Obligation to Disclose Technology. Visteon and VGTI each
agree to put forth a good faith effort to deliver copies of documents and
information requested by Ford as part of this Agreement and to give full
enabling effect to the licenses granted hereunder, provided that Ford agrees to
pay for the reasonable administrative costs for copying and delivering the
requested copies of documents and information. The foregoing obligation to copy
and deliver the requested documents and information shall terminate for any
requests communicated after April 1, 2006.

     Section 7.02. Inadvertent Omissions: Visteon and VGTI have used good faith
efforts to identify all Licensed Intellectual Property Rights and Owned
Intellectual Property Rights to be transferred to Ford as required by this
Agreement. To the extent any Licensed Intellectual Property Rights and Owned
Intellectual Property Rights are discovered or identified at any time before or
after the Closing Date which had they been discovered or identified prior to the
date hereof would have been transferred to Ford pursuant to this Agreement but
are still in Visteon's or any of Visteon's Affiliates' possession, Visteon shall
immediately transfer and promptly deliver them (or cause them to be delivered)
to Ford according to the appropriate grant in the Appendices attached hereto.


                                                                               8

To Visteon's knowledge, the appendices and attachments hereto include all
Licensed Intellectual Property Rights and Owned Intellectual Property Rights
existing as of June 15, 2005 to be licensed to Ford. The parties agree that
within 30 days after Closing, they will cooperate and identify all other
Licensed Intellectual Property Rights and Owned Intellectual Property Rights to
be licensed to Ford pursuant to this Agreement that are conceived, created,
developed, or identified for contribution between June 15, 2005 and Closing. The
parties agree that such Licensed Intellectual Property Rights and Owned
Intellectual Property Rights will be added to the appropriate appendix herein.
In the event that new circumstances exist at Closing that affect the original
disposition of an asset pursuant to this Agreement, the parties will meet and
mutually agree to the correct disposition of such asset.

     Section 7.03. Defensive Protection Measures. For a period of five (5) years
from the Closing Date, the parties shall cooperate reasonably and in good faith,
to the extent consistent with each party's own business objectives and
agreements with third parties, in the event that either party is involved in
technology litigation or other controversies in which it would be helped in some
way by the other party's relevant knowledge. Such cooperation may include, by
way of example, cooperation with respect to knowledge of prior art.

     Section 7.04. Transferability. To the extent permitted in the Appendices
attached hereto, Ford's obligations and limitations set forth therein may be
transferred to third parties, provided however, that such third parties must
agree to assume, in writing, all of Ford's obligations as stated therein.

     Section 7.05. Assignability. Except to the extent expressly prohibited by
this IP Agreement, either party may, directly or indirectly, in whole or in
part, whether by operation of law or otherwise, assign or transfer this
Agreement, without the other party's prior written consent. Without limiting the
foregoing, this IP Agreement will be binding upon and inure to the benefit of
the parties and their permitted successors and assigns.

     Section 7.06. Other Terms. All other terms and conditions of the Master
Agreement, the Visteon B Purchase Agreement and the Visteon A Transaction
Agreement, to the extent they do not conflict with the terms and conditions of
this Agreement, are incorporated into this Agreement. In the event of a conflict
of terms, the terms of this Agreement shall control.

     Section 7.07. Counterparts. This Agreement may be executed in two or more
counterparts, all of which, taken together, shall be considered to be one and
the same instrument.


                                                                               9

                                    ARTICLE 8
                              TERM AND TERMINATION

     Section 8.01. This Agreement will terminate upon the expiration date of the
last-to-expire of the intellectual property rights that are the subject of
Section 2.01 above.

     Section 8.02. Either party may terminate this Agreement upon ninety (90)
days written notice to the other for failure to fulfill any obligations
hereunder; provided, however, if during the ninety (90) day period such
obligations have been fulfilled, this Agreement shall continue in full force and
effect as it would have done had such notice not been given.

     WHEREFORE, the parties have signed this Intellectual Property License
Agreement.

VISTEON CORPORATION                     VISTEON GLOBAL TECHNOLOGIES, INC.


By: /s/ James F. Palmer                 By: /s/ James F. Palmer
    ---------------------------------       ------------------------------------
Name:   James F. Palmer                 Name:   James F. Palmer
      -------------------------------         ----------------------------------
Title:  Executive Vice President and    Title:  Vice President
        Chief Financial Officer                ---------------------------------
       ------------------------------

FORD MOTOR COMPANY


By: /s/ Donat R. Leclair
    ---------------------------------
Name:   Donat R. Leclair
      -------------------------------
Title:  Executive Vice President and
        Chief Financial Officer
       ------------------------------

                                                                              10

                                                                   Exhibit 10.15

                             AMENDMENT NUMBER TWO TO
               AMENDED AND RESTATED EMPLOYEE TRANSITION AGREEMENT

     The Amended and Restated Employee Transition Agreement dated as of April 1,
2000 and restated as of December 19, 2003 by and between Ford Motor Company, a
Delaware corporation ("Ford") and Visteon Corporation, a Delaware corporation
("Visteon") is hereby amended as follows:

     1.   Section 3.01 is amended to add subsection (i) to read as follows:

          (i) Effective as of the closing of the transactions contemplated by
          the Visteon "A" Transaction Agreement dated as of September 12, 2005
          between Ford and Visteon (the "2005 Transaction Date"), Ford shall pay
          Visteon an amount equal to one-half of the annual prospective SFAS 87
          expense from the date of retirement under the Visteon Mirror GRP,
          including prorata interest on the retiree obligation, a prorata share
          of the actuarial gains or losses, and a prorata share of expected
          return on assets, for Group I and Group II Employees who are leased
          under the Visteon Salaried Lease Agreement dated as of October 1, 2005
          between Visteon and Automotive Components Holdings, LLC f/k/a VFH
          Holdings, LLC ("ACH") ("Visteon Salaried Lease Agreement") and who (1)
          apply to retire in the period commencing immediately after public
          announcement by ACH of a sale, closure or exit from an operation of
          ACH ("ACH Event") and terminating one month after the date of such
          announcement, or (2) retire during the period commencing immediately
          after the ACH Event and terminating on the 2nd day of the 2nd calendar
          month beginning after the ACH Event, or (3) in the case of a Group I
          or Group II Employee who is leased to the buyer of an ACH operation
          pursuant to Section 2.05 of the Visteon Salaried Lease Agreement,
          retires during the period commencing immediately after the date such
          an employee ceases to be leased to such buyer and terminating on the
          2nd day of the 2nd calendar month beginning after that date; provided,
          however, that such retirement does not occur more than eight months
          after the sale to the buyer ("Visteon Special Retirees"). Any
          reimbursement hereunder shall not include SFAS 88 charges. This amount
          shall be paid monthly. For avoidance of doubt, Visteon shall retain
          responsibility for (A) Group I and Group II Employees who are not
          leased employees under the Visteon Salaried Lease Agreement; (B) Group
          I and Group II Employees who are leased under the Visteon Salaried
          Lease Agreement but who are not Visteon Special Retirees, as defined
          above; and (C) Group III Employees. Any amounts Ford may owe to
          Visteon pursuant to this subsection (i) shall be offset from any
          amounts Visteon owes Ford under Section 3.01(c)(ii) of this Agreement.

     2.   Section 3.01 is amended to add subsection (j) to read as follows:

          (j) Effective as of the 2005 Transaction Date, in the event a Group I
          or II Employee accepts an offer of employment by Ford or any of its
          subsidiaries that participate in the GRP ("Ford Returnee"), Ford shall
          be responsible for paying the retirement benefits of such employee for
          the combination of Ford service prior to July 1, 2000 and Ford service
          after the date such employee is enrolled on the Ford salaried
          employment rolls ("Ford Return Date"). Visteon shall remain
          responsible for providing retirement benefits for service after July
          1, 2000 and prior to the Ford Return Date for such employees. The
          provisions of Section 3.01 of the Salaried Employee Transition
          Agreement dated as of October 1, 2005 between Visteon and Ford shall
          apply to Ford Returnees as if fully set forth herein. In addition,
          Ford shall be responsible for providing post retirement health and
          life insurance benefits, if any, for Ford Returnees as of the
          retirement date at Ford's cost and Visteon's OPEB Obligations (as
          defined in Section 3.03) shall be reduced accordingly.

     3.   Section 3.02 is amended to add subsection (d) to read as follows:

          (d) Effective as of the 2005 Transaction Date, Ford shall pay Visteon
          an amount equal to one-half of the annual prospective SFAS 87 expense
          from the date of retirement under the Visteon Mirror NQP's, including
          prorata interest on the retiree obligation, a prorata share of the
          actuarial gains or losses, and a prorata share of expected return on
          assets, if any, for Visteon Special Retirees. Any reimbursement
          hereunder shall not include SFAS 88 charges. This amount shall be paid
          monthly. For avoidance of doubt, Visteon shall retain responsibility
          for (A) Group I and Group II Employees who are not leased employees
          under the Visteon Salaried Lease Agreement; (B) Group I and Group II
          Employees who are leased under the Visteon Salaried Lease Agreement
          but who are not Visteon Special Retirees, as defined in Subsection
          3.01(i) above; and (C) Group III Employees. Any amounts Ford may owe
          to Visteon pursuant to this subsection (d) shall be offset from any
          amounts Visteon owes Ford under Section 3.02(c)(ii) of this Agreement.

     4.   The first paragraph of Section 3.03 is amended to read as follows:

          Visteon shall pay the cost of providing post-retirement health and
          life benefits for Group I and Group II Employees under the Ford Health
          and Group Life and Disability Insurance Plan (the "Plans") ("OPEB")
          beginning as of the Benefit Transition Date as provided below.

          Notwithstanding the foregoing, effective as of the 2005 Transaction
          Date, Visteon's annual cash OPEB reimbursement obligation to Ford
          described in subsection 3.03 (a) below and the balance sheet liability
          and SFAS 106


                                       2

          expense described in subsection 3.03 (b) below (collectively, the
          "OPEB Obligations") shall exclude OPEB Obligations attributable to
          Group I and Group II Employees who retired prior to May 24, 2005 (the
          "MOU Retirees"), valued as of September 30, 2005 by the Ford Actuary
          and verified by the Visteon Actuary, and based on assumptions used by
          Ford for its Ford salaried employees. Effective the date of the
          Visteon Salaried Employee Transition Agreement between the Parties
          ("Salaried Transition Agreement"), the OPEB Obligations shall also
          exclude, retroactive to the Effective Date of this Agreement, OPEB
          Obligations attributable to Group I and Group II Employees who
          transfer to Ford pursuant to the terms of the Salaried Employee
          Transition Agreement ("Rawsonville/Sterling Transferred Employees"),
          valued at January 1, 2006 by the Ford Actuary and verified by the
          Visteon Actuary, and based on assumptions used by Ford for its Ford
          salaried employees. Ford hereby fully, unconditionally, completely,
          irrevocably and forever forgives and releases Visteon from the OPEB
          Obligations attributable to the MOU Retirees and the
          Rawsonville/Sterling Transferred Employees, as described herein.
          Effective on the 2005 Transaction Date, the OPEB Obligations shall
          also exclude one-half of the annual prospective SFAS 106 expense from
          the date of retirement, including prorata interest on the retiree
          obligation, a prorata share of the actuarial gains and losses, and a
          prorata share of expected return on assets, if any, for Visteon
          Special Retirees. Any reimbursement hereunder shall not include SFAS
          88 charges. For avoidance of doubt, Visteon shall retain financial
          responsibility for (A) Group I and Group II Employees who are not
          leased employees under the Visteon Salaried Lease Agreement; (B) Group
          I and Group II Employees who are leased under the Visteon Salaried
          Lease Agreement but who are not Visteon Special Retirees, as defined
          in Subsection 3.01(i) above; and (C) Group III Employees.

     5.   Subsection 3.03b(i) is amended to read as follows:

               (i)  For years 2011 through 2020. The amount of cash payable to
                    the Visteon VEBA in each year commencing January 1, 2011
                    through December 31, 2020 shall be an amount equal to the
                    sum of (A) and (B), less (C), but not less than zero, where:

                    (A)  is the OPEB balance sheet liability in respect of Group
                         I and II Employees as of December 31, 2010 (these
                         amounts to be determined by the Ford Actuary and
                         verified by the Visteon Actuary), divided by 10;

                    (B)  is the annual amortized SFAS 106 expense which is an
                         amount equal to the SFAS 106 expense with


                                       3

                         respect to Group I and II Employees as computed by the
                         Ford Actuary and verified by the Visteon Actuary and
                         based on assumptions used by Ford for its Ford salaried
                         employees, and reduced by the actual return on the
                         VEBA, amortized over 30 years for the period commencing
                         January 1, 2011 and ending December 31, 2020, and

                    (C)  is the balance in the Salaried Employee OPEB Payment
                         Notional Account, as described below.

     6. Subsection b. of Section 3.03 is further amended to insert the following
paragraph directly after Subsection b(iii):

          The Salaried Employee OPEB Payment Notional Account shall be
          established solely for tracking the amount payable by ACH for the OPEB
          expense for the Group I and II Employees who are Leased Employees
          under the terms of the Salaried Lease Agreement and determining the
          amount of cash payable to the VEBA pursuant to Subsection 3.03(b)(i)
          above, and not for purposes of establishing a separate trust or fund
          of any kind. This account shall be credited, beginning on the 2005
          Transaction Date with the portion of the monthly salaried lease fee,
          otherwise payable to Visteon, that is attributable to the OPEB expense
          for those Leased Employees, and shall also be credited with interest
          calculated quarterly at the annual rate of 4.75% on the balance, and
          shall be reduced by the amounts otherwise payable to Ford or its Plans
          on or after January 1, 2011 under Section 3.03 (a) or (b) of this
          Agreement until the account is exhausted. On or after January 1, 2006,
          the account also shall be reduced for the cumulative OPEB expense that
          was charged to Ford commencing October 1, 2005 through December 31,
          2005 for Group I and II Employees who are Leased Employees under the
          Visteon Salaried Employee Lease Agreement Rawsonville/ Sterling
          between Visteon and Ford dated as of October 1, 2005 in the event such
          employees transfer to Ford effective January 1, 2006 and become
          Rawsonville/Sterling Transferred Employees, and further, the account
          shall be reduced for any related interest that was credited to the
          account with respect to such OPEB expense.

     7. Except as otherwise specifically modified hereby, the Amended and
Restated Employee Transition Agreement shall remain in full force and effect.

                      [signatures appear on following page]


                                       4

     IN WITNESS WHEREOF, the Parties hereto have duly executed this Amendment
Number Two to the Amended and Restated Employee Transition Agreement effective
as of October 1, 2005.

FORD MOTOR COMPANY                       VISTEON CORPORATION


By: /s/ Donat R. Leclair                 By: /s/ James F. Palmer
    ----------------------------------       -----------------------------------
Title: Executive Vice President and      Title: Executive Vice President and
       -------------------------------          --------------------------------
       Chief Financial Officer                  Chief Financial Officer
       -------------------------------          --------------------------------


                                       5

                                                                    EXHIBIT 99.1


NEWS RELEASE -- For Immediate Release                             (VISTEON LOGO)


VISTEON COMPLETES TRANSACTION WITH FORD, STRENGTHENS COMPETITIVE STRUCTURE IN
NORTH AMERICA

VAN BUREN TOWNSHIP, Mich., Oct. 1, 2005 - Visteon Corporation (NYSE: VC) has
completed a transaction with Ford Motor Company that establishes a more
competitive structure for Visteon's North American manufacturing operations and
allows the global automotive supplier to focus resources on core products. The
two companies closed the transaction early today after announcing definitive
agreements on Sept. 13 that were closely aligned with a memorandum of
understanding reached in May.

Upon completion of the transaction, 23 facilities in North America transferred
from Visteon to a Ford-managed business entity, Automotive Components Holdings,
LLC. Under the agreements, Visteon terminated its arrangement to lease about
18,000 Ford-United Auto Workers hourly employees who work in these facilities.

The transaction reshapes Visteon from a company with 2004 revenue of $18.7
billion to a leaner, more competitive $11.4 billion organization, based on
estimated 2005 pro forma revenue. Visteon will focus its engineering and capital
resources on products that have been generating most of its new business with
vehicle manufacturers around the world -- interiors, climate control and
electronics, including lighting. Visteon remains one of the world's major
automotive suppliers, with approximately 50,000 employees in 170 facilities in
24 countries.

"Completing this transaction gives Visteon a more cost-competitive North
American structure, a more balanced customer portfolio and a more evenly
distributed regional revenue mix," said Chairman and Chief Executive Officer
Mike Johnston. "We still have much work to do, including significant additional
restructuring actions over the next several years, to achieve sustainable
success in a highly competitive industry."

Visteon launched a new organization to support the operations of Automotive
Components Holdings in areas such as manufacturing, customer support, product
development, materials management/purchasing, quality, finance, human resources,
information technology and facilities management. Approximately 5,000 salaried
Visteon employees in North America now support Automotive Components Holdings,
which will reimburse Visteon for the cost of these employees.

The plants and facilities that transferred from Visteon to Automotive Components
Holdings include 13 facilities in Michigan; two each in Ohio and Tennessee; one
each in Indiana, Missouri and Oklahoma; and three in Mexico.

Visteon Corporation is a leading global automotive supplier that designs,
engineers and manufactures innovative climate control, interior, electronic and
lighting products for vehicle manufacturers, and also provides a range of
products and services to aftermarket customers. With corporate offices in Van
Buren Township, Mich. (U.S.); Shanghai, China; and Kerpen, Germany; the company
has more than 170 facilities in 24 countries and employs approximately 50,000
people.

                                      ###


                                                                                  
Contact(s):
MEDIA INQUIRIES              INVESTOR INQUIRIES                                         Visteon Corporation
Jim Fisher                   Derek Fiebig                                               One Village Center Drive
734-710-5557                 734-710-5800                                               Van Buren Twp., Mich., 48111
jfishe89@visteon.com         dfiebig@visteon.com




      Visteon news releases, photographs and product specification details
                        are available at www.visteon.com

This press release contains "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. Forward-looking statements
are not guarantees of future results and conditions but rather are subject to
various factors, risks and uncertainties that could cause our actual results to
differ materially from those expressed in these forward-looking statements,
including the automotive vehicle production volumes and schedules of our
customers, and in particular Ford's North American vehicle production volumes;
our ability to satisfy our future capital and liquidity requirements and comply
with the terms of our credit agreements; the results of the investigation being
conducted by Visteon's Audit Committee and the company's inability to make
timely filings with the SEC; the financial distress of our suppliers; our
ability to implement, and realize the anticipated benefits of, restructuring and
other cost-reduction initiatives and our successful execution of internal
performance plans and other productivity efforts; charges resulting from
restructurings, employee reductions, acquisitions or dispositions; our ability
to offset or recover significant material surcharges; the effect of pension and
other post-employment benefit obligations; as well as those factors identified
in our filings with the SEC (including our Annual Report on Form 10-K for the
year-ended December 31, 2004). We assume no obligation to update these
forward-looking statements.