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                                                                    EXHIBIT 4.1

                               VISTEON CORPORATION

                                       AND

                J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION,

                                     TRUSTEE

                         AMENDED AND RESTATED INDENTURE

                           DATED AS OF MARCH 10, 2004

                                 DEBT SECURITIES



                                TABLE OF CONTENTS



                                                                                                                     PAGE
                                                                                                                  
ARTICLE I. DEFINITIONS

      Section 1.01     Definitions...............................................................................      1
      Section 1.02     Notice to Securityholders.................................................................      5

ARTICLE II. ISSUE, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES.

      Section 2.01     Amount Unlimited; Issuable In Series......................................................      6
      Section 2.02     Form of Trustee's Certificate of Authentication...........................................      8
      Section 2.03     Form, Execution, Authentication, Delivery and Dating of Securities........................      9
      Section 2.04     Denominations; Record Date................................................................     11
      Section 2.05     Exchange and Registration of Transfer of Securities.......................................     11
      Section 2.06     Temporary Securities......................................................................     13
      Section 2.07     Mutilated, Destroyed, Lost or Stolen Securities...........................................     13
      Section 2.08     Cancellation..............................................................................     14
      Section 2.09     Computation of Interest...................................................................     14
      Section 2.10     Securities in Global Form.................................................................     15
      Section 2.11     Medium-Term Securities....................................................................     15
      Section 2.12     CUSIP Numbers.............................................................................     16

ARTICLE III. REDEMPTION OF SECURITIES.

      Section 3.01     Redemption of Securities; Applicability of Article........................................     16
      Section 3.02     Notice of Redemption; Selection of Securities.............................................     16
      Section 3.03     Payment of Securities Called for Redemption...............................................     17

ARTICLE IV. PARTICULAR COVENANTS OF THE CORPORATION.

      Section 4.01     Payment of Principal, Premium, Interest and Additional Amounts............................     18
      Section 4.02     Offices for Notices and Payments, Etc.....................................................     19
      Section 4.03     Provisions as to Paying Agent.............................................................     20
      Section 4.04     Luxembourg Publications...................................................................     20
      Section 4.05     Statement by Officers as to Default.......................................................     20
      Section 4.06     Limitations on Liens......................................................................     21
      Section 4.07     Limitation on Sale and Lease-back.........................................................     22
      Section 4.08     Definitions Applicable to Sections 4.06 and 4.07..........................................     22

ARTICLE V. SECURITYHOLDER LISTS AND REPORTS BY THE CORPORATION AND THE TRUSTEE.

      Section 5.01     Securityholder Lists......................................................................     24
      Section 5.02     Preservation and Disclosure of Lists......................................................     24


                                        i



                                                                                                                   
      Section 5.03     Reports by the Corporation................................................................     26
      Section 5.04     Reports by the Trustee....................................................................     26

ARTICLE VI. REMEDIES ON DEFAULT.

      Section 6.01     Events of Default.........................................................................     27
      Section 6.02     Payment of Securities on Default; Suit Therefor...........................................     29
      Section 6.03     Application of Moneys Collected by Trustee................................................     30
      Section 6.04     Proceedings by Securityholders............................................................     31
      Section 6.05     Remedies Cumulative and Continuing........................................................     32
      Section 6.06     Direction of Proceedings..................................................................     32
      Section 6.07     Notice of Defaults........................................................................     33
      Section 6.08     Undertaking to Pay Costs..................................................................     33

ARTICLE VII. CONCERNING THE TRUSTEE.

      Section 7.01     Duties and Responsibilities of Trustee....................................................     34
      Section 7.02     Reliance on Documents, Opinions, Etc......................................................     35
      Section 7.03     No Responsibility for Recitals, Etc.......................................................     36
      Section 7.04     Ownership of Securities or Coupons........................................................     36
      Section 7.05     Moneys to Be Held in Trust................................................................     36
      Section 7.06     Compensation and Expenses of Trustee......................................................     36
      Section 7.07     Officers' Certificate as Evidence.........................................................     37
      Section 7.08     Conflicting Interest of Trustee...........................................................     37
      Section 7.09     Eligibility of Trustee....................................................................     37
      Section 7.10     Resignation or Removal of Trustee.........................................................     37
      Section 7.11     Acceptance by Successor Trustee...........................................................     39
      Section 7.12     Successor by Merger, Etc..................................................................     40
      Section 7.13     Limitations on Rights of Trustee as Creditor..............................................     40

ARTICLE VIII. CONCERNING THE SECURITYHOLDERS.

      Section 8.01     Action by Securityholders.................................................................     40
      Section 8.02     Proof of Execution by Securityholders.....................................................     41
      Section 8.03     Who Are Deemed Absolute Owners............................................................     41
      Section 8.04     Corporation-owned Securities Disregarded..................................................     42
      Section 8.05     Revocation of Consents; Future Securityholders Bound......................................     42
      Section 8.06     Securities in a Foreign Currency..........................................................     42

ARTICLE IX. SECURITYHOLDERS' MEETINGS.

      Section 9.01     Purposes of Meetings......................................................................     43
      Section 9.02     Call of Meetings by Trustee...............................................................     44
      Section 9.03     Call of Meetings by Corporation or Securityholders........................................     44
      Section 9.04     Qualification for Voting..................................................................     44
      Section 9.05     Regulations...............................................................................     45
      Section 9.06     Voting....................................................................................     45


                                       ii



                                                                                                                   
ARTICLE X. SUPPLEMENTAL INDENTURES.

      Section 10.01    Supplemental Indentures Without Consent of Securityholders................................     46
      Section 10.02    Supplemental Indentures with Consent of Securityholders...................................     47
      Section 10.03    Compliance with Trust Indenture Act; Effect of Supplemental Indentures....................     48
      Section 10.04    Notation on Securities....................................................................     48

ARTICLE XI. CONSOLIDATION, MERGER, SALE OR CONVEYANCE.

      Section 11.01    Corporation May Consolidate, Etc., on Certain Terms.......................................     49
      Section 11.02    Successor Corporation Substituted.........................................................     49
      Section 11.03    Certificate to Trustee....................................................................     49

ARTICLE XII. SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS.

      Section 12.01    Discharge of Indenture....................................................................     50
      Section 12.02    Satisfaction, Discharge and Defeasance of Securities of Any Series........................     50
      Section 12.03    Deposited Moneys to Be Held in Trust by Trustee...........................................     52
      Section 12.04    Paying Agent to Repay Moneys Held.........................................................     52
      Section 12.05    Return of Unclaimed Moneys................................................................     52

ARTICLE XIII. IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS.

      Section 13.01    Indenture And Securities Solely Corporate Obligations.....................................     53

ARTICLE XIV. MISCELLANEOUS PROVISIONS.

      Section 14.01    Benefits of Indenture Restricted to Parties and Securityholders...........................     53
      Section 14.02    Provisions Binding on Corporation's Successors............................................     53
      Section 14.03    Addresses for Notices, Etc................................................................     53
      Section 14.04    Evidence of Compliance with Conditions Precedent..........................................     54
      Section 14.05    Legal Holidays............................................................................     54
      Section 14.06    Trust Indenture Act to Control............................................................     54
      Section 14.07    Execution in Counterparts.................................................................     54
      Section 14.08    New York Contract.........................................................................     54
      Section 14.09    Judgment Currency.........................................................................     54
      Section 14.10    Severability of Provisions................................................................     55
      Section 14.11    Corporation Released from Indenture Requirements under Certain Circumstances..............     55


                                       iii


                             CROSS-REFERENCE TABLE*



SECTION OF TRUST INDENTURE ACT           SECTION OF AMENDED AND
OF 1939, AS AMENDED                      RESTATED INDENTURE
                                      
310(a)(1), (2) and (5)                   7.09
310(a)(3) and (4)                        Not applicable
310(b)                                   7.08
310(c)                                   Not applicable
311(a) and (b)                           7.13
311(c)                                   Not applicable
312(a)                                   5.01 and 5.02(a)
312(b) and (c)                           5.02(b) and (c)
313(a), (b) and (c)                      5.04(a)
313(d)                                   5.04(b)
314(a)                                   4.05 and 5.03
314(b)                                   Not applicable
314(c)(1) and (2)                        14.04
314(c)(3)                                Not applicable
314(d)                                   Not applicable
314(e)                                   14.04
315(a), (c) and (d)                      7.01
315(b)                                   6.07
315(e)                                   6.08
316(a)(1)                                6.06
316(a)(2)                                Omitted
316(a) last sentence                     8.04
316(b)                                   6.04
316(c)                                   9.02
317(a)                                   6.02
317(b)                                   4.03
318(a)                                   14.06


* This Cross Reference Table does not constitute part of the Amended and
Restated Indenture and shall not have any bearing upon the interpretation of any
of its terms or provisions.

                                       iv


                  THIS AMENDED AND RESTATED INDENTURE, dated as of the 10th day
of March, 2004 between VISTEON CORPORATION, a corporation duly organized and
existing under the laws of the State of Delaware (hereinafter sometimes called
the "Corporation"), party of the first part, and J.P. MORGAN TRUST COMPANY,
NATIONAL ASSOCIATION, a banking association duly incorporated and existing under
the laws of the United States of America, as trustee hereunder (hereinafter
sometimes called the "Trustee," which term shall include any successor trustee
appointed pursuant to Article Seven), amends and restates the Indenture dated as
of June 23, 2000 between the Corporation and the Trustee.

                                   WITNESSETH:

                  WHEREAS, the Corporation deems it necessary or appropriate to
issue from time to time for its lawful purposes securities (hereinafter called
the "Securities" or, in the singular, "Security") evidencing its unsecured
indebtedness and has duly authorized the execution and delivery of this
Indenture to provide for the issuance of the Securities in one or more series,
unlimited as to principal amount, to bear such rates of interest, to mature at
such time or times and to have such other provisions as shall be established as
hereinafter provided; and

                  WHEREAS, the Corporation represents that all acts by it
necessary to constitute these presents a valid indenture and agreement according
to its terms have been done and performed, and the execution of this Indenture
has in all respects been duly authorized by the Corporation, and the
Corporation, in the exercise of legal rights and power in it vested, is
executing this Indenture;

                  NOW, THEREFORE: In order to declare the terms and conditions
upon which the Securities are authenticated, issued and received, and in
consideration of the premises, of the purchase and acceptance of the Securities
by the Holders thereof and of the sum of one dollar to it duly paid by the
Trustee at the execution of these presents, the receipt whereof is hereby
acknowledged, the Corporation covenants and agrees with the Trustee, for the
equal and proportionate benefit of the respective Holders from time to time of
the Securities, as follows:

                                   ARTICLE I.

                                   DEFINITIONS

         SECTION 1.01 DEFINITIONS. The terms defined in this Section (except as
herein otherwise expressly provided or unless the context otherwise requires)
for all purposes of this Indenture and of any indenture supplemental hereto
shall have the respective meanings specified in this Section. All other terms
used in this Indenture which are defined in the Trust Indenture Act of 1939 or
which are by reference therein defined in the Securities Act of 1933, as
amended, shall have the meanings (except as herein otherwise expressly provided
or unless the context otherwise clearly requires) assigned to such terms in said
Trust Indenture Act and in said Securities Act as in force at the date of this
Indenture as originally executed. The words "herein," "hereof" and "hereunder"
and other words of similar import refer to this Indenture as a whole, including
the Exhibits to this instrument, and not to any particular Article, Section or
other subdivision. Certain terms used wholly or principally within an Article of
this Indenture may be defined in that Article.



         ADDITIONAL AMOUNTS. The term "Additional Amounts" shall mean any
additional amounts which are required by a Security or by or pursuant to a Board
Resolution under circumstances specified therein, to be paid by the Corporation
in respect of certain taxes, assessments or governmental charges imposed on
certain Holders of Securities and which are owing to such Holders of Securities.

         AUTHORIZED NEWSPAPER. The term "Authorized Newspaper" shall mean a
newspaper in an official language of the country of publication of general
circulation in the place in connection with which the term is used. If it shall
be impracticable in the opinion of the Trustee to make any publication of any
notice required hereby in an Authorized Newspaper, any publication or other
notice in lieu thereof which is made or given with the approval of the Trustee
shall constitute a sufficient publication of such notice.

         BOARD OF DIRECTORS. The term "Board of Directors" shall mean the Board
of Directors of the Corporation or the Executive Committee or Securities Pricing
Committee of the Corporation or any committee established by the Board of
Directors.

         BOARD RESOLUTION. The term "Board Resolution" shall mean a resolution
certified by the Secretary or an Assistant Secretary of the Corporation to have
been duly adopted by the Board of Directors and to be in full force and effect
on the date of such certification, and delivered to the Trustee.

         BUSINESS DAY. The term "Business Day" shall mean, with respect to any
Security, a day (other than a Saturday or Sunday) that in the city (or in any of
the cities, of more than one) in which amounts are payable as specified on the
face of the form of such Security, is neither a legal holiday nor a day on which
banking institutions are authorized or required by law, regulation or executive
order to close.

         CORPORATE TRUST OFFICE. The term "Corporate Trust Office" means the
office of the Trustee in Tempe, Arizona, at which at any particular time its
corporate trust business shall be principally administered, which office at the
date hereof is located at 660 South Mill, Fourth Floor, Attention: Institutional
Trust Services, Tempe, Arizona 85281, provided that for purposes of Section
4.02, the Corporate Trust Office shall mean the office of the Trustee located at
4 New York Plaza, 18th Floor, New York, New York 10004.

         CORPORATION. The term "Corporation" shall mean the person named as the
"Corporation" in the first paragraph of this instrument until a successor
corporation shall have become such pursuant to the applicable provisions of this
Indenture, and thereafter "Corporation" shall mean such successor corporation.

         CORPORATION ORDER. The term "Corporation Order" shall mean any request,
order or confirmation to the Trustee signed by a person designated pursuant to
Section 2.03, which may be transmitted by telex, by telecopy or in writing.

         COUPON. The term "Coupon" shall mean any interest coupon appertaining
to a Security.

                                        2


         COUPON SECURITY. The term "Coupon Security" shall mean any Security
authenticated and delivered with one or more Coupons appertaining thereto.

         CURRENCY. The term "Currency" means dollars or foreign currency.

         DEPOSITORY. The term "Depository" shall mean, with respect to the
Securities of any series issuable or issued in whole or in part in the form of
one or more Global Securities, the Person designated as Depository by the
Corporation pursuant to Section 2.01 until a successor Depository shall have
become such pursuant to the applicable provisions of this Indenture, and
thereafter "Depository" shall mean or include each Person who is then a
Depository hereunder, and if at any time there is more than one such Person,
"Depository" as used with respect to the Securities of any such series shall
mean the Depository with respect to the Securities of that series.

         EVENT OF DEFAULT. The term "Event of Default" shall mean any event
specified as such in Section 6.01.

         GLOBAL SECURITY. The term "Global Security" shall mean a Registered
Security or an Unregistered Security evidencing all or part of a series of
Securities issued to the Depository for such series in accordance with Section
2.03.

         HOLDER. The terms "Holder," "Holder of Securities," "Securityholder" or
other similar terms, shall mean (a) in the case of any Registered Security, the
person in whose name at the time such Security is registered on the registration
books kept for that purpose in accordance with the terms hereof, and (b) in the
case of any Unregistered Security, the bearer of such Security.

         INDENTURE. The term "Indenture" shall mean this instrument as
originally executed or as it may from time to time be supplemented or amended by
one or more indentures supplemental hereto entered into pursuant to the
applicable provisions hereof.

         INTEREST PAYMENT DATE. The term "Interest Payment Date" when used with
respect to any Security, means the stated maturity of an installment of interest
on such Security.

         ISSUE DATE. The term "Issue Date" shall mean, with respect to any
Security, whether evidenced by a Registered Security or an Unregistered
Security, the date such Security is authenticated pursuant to Section 2.03.

         MATURITY DATE. The term "Maturity Date" when used with respect to any
Security, shall mean the stated maturity of the Security.

         OFFICERS' CERTIFICATE. The term "Officers' Certificate" shall mean a
certificate signed on behalf of the Corporation (and without personal
liability), and complying with Section 14.04, by the Chairman of the Board of
Directors or the President or any Vice President or the Treasurer and by the
Secretary or any Assistant Secretary or, if the other signatory is other than
the Treasurer, any Assistant Treasurer of the Corporation.

                                        3


         OPINION OF COUNSEL. The term "Opinion of Counsel" shall mean an opinion
in writing, complying with Section 14.04, signed by legal counsel who may be an
employee of or counsel to the Corporation or who may be other counsel acceptable
to the Trustee.

         ORIGINAL ISSUE DISCOUNT SECURITIES. The term "Original Issue Discount
Securities" shall mean any Securities that are initially sold at a discount from
the principal amount thereof and that provide upon an Event of Default for
declaration of an amount less than the principal amount thereof to be due and
payable upon acceleration thereof.

         OUTSTANDING. The term "outstanding" when used with reference to
Securities, shall, subject to the provisions of Section 8.01, Section 8.04 and
Section 8.06, mean, as of any particular time, all Securities authenticated and
delivered by the Trustee under this Indenture, except

                  (a) Securities theretofore cancelled by the Trustee or
delivered to the Trustee for cancellation;

                  (b) Securities, or portions thereof, for the payment or
redemption of which moneys in the necessary amount shall have been deposited in
trust with the Trustee or with any paying agent (other than the Corporation) or
shall have been set aside and segregated in trust by the Corporation (if the
Corporation shall act as its own Paying Agent), provided, that if such
Securities are to be redeemed prior to the maturity thereof, notice of such
redemption shall have been given as provided in Article Three, or provisions
satisfactory to the Trustee shall have been made for giving such notice; and

                  (c) Securities in lieu of and in substitution for which other
Securities shall have been authenticated and delivered pursuant to the terms of
Article Two, unless proof satisfactory to the Trustee is presented that any such
Securities are held by bona fide Holders in due course.

         PAYING AGENT. The term "Paying Agent" shall mean initially J.P. Morgan
Trust Company, National Association. and, subsequently, any other paying agent
appointed by the Corporation from time to time in respect of the Securities.

         PERSON. The term "Person" shall mean any individual, corporation,
partnership, limited liability company, joint venture, association, joint-stock
company trust or other entity, unincorporated organization or government or any
agency or political subdivision thereof.

         PLACE OF PAYMENT. The term "Place of Payment," when used with respect
to the Securities of any series, means the place or places where the principal
of (and premium, if any) and interest, if any, (and Additional Amounts, if any)
on the Securities of that series are payable.

         REGISTERED SECURITY. The term "Registered Security" shall mean any
Security registered on the Security registration books of the Corporation.

         REGULAR RECORD DATE. The term "Regular Record Date" for the interest
payable on any Interest Payment Date on the Securities of any series means the
date specified for that purpose as contemplated by Sections 2.01 and 2.04.

                                        4


         RESPONSIBLE OFFICER. The term "responsible officer" when used with
respect to the Trustee shall mean any officer assigned by the Trustee to
administer its corporate trust matters.

         SECURITY REGISTER AND SECURITY REGISTRAR. The term "Security Register"
and "Security Registrar" shall have the respective meanings specified in Section
2.05.

         SIGNIFICANT SUBSIDIARY. The term "Significant Subsidiary" shall mean
any Subsidiary of the Corporation that, at any time, has at least 5% of the
consolidated revenues of the Corporation and its Subsidiaries at such time as
reflected in the most recent annual audited consolidated financial Statements of
the Corporation.

         SUBSIDIARY. The term "Subsidiary" shall mean any corporation or other
entity of which at least a majority of the outstanding stock or other beneficial
interests having by the terms thereof ordinary voting power to elect a majority
of the board of directors or other governing body of such corporation or other
entity (irrespective of whether or not at the time stock or other beneficial
interests of another class or classes of such corporation or other entity shall
have or might have voting power by reason of the happening of any contingency)
is at the time owned by the Corporation, or by one or more Subsidiaries, or by
the Corporation and one or more Subsidiaries.

         TRUST INDENTURE ACT OF 1939. The term "Trust Indenture Act of 1939"
shall mean the Trust Indenture Act of 1939, as amended.

         UNITED STATES. The term "United States" shall mean the United States of
America (including the states thereof and the District of Columbia) and its
possessions (including the Commonwealth of Puerto Rico, the U.S. Virgin Islands,
Guam, American Samoa, Wake Island and the Northern Mariana Islands).

         UNREGISTERED SECURITY. The term "Unregistered Security" shall mean any
Security other than a Registered Security.

         U.S. DOLLAR. The term "U.S. Dollar" or "$" means a dollar or other
equivalent unit in such coin or currency of the United States of America as at
the time shall be legal tender for the payment of public and private debts.

         SECTION 1.02 NOTICE TO SECURITYHOLDERS. Except as otherwise expressly
provided herein, where this Indenture provides for notice to Holders of
Securities of any event, such notice shall be sufficiently given if in writing
and mailed, first class, postage prepaid, to each Holder at such Holder's
address as it appears in the Security Register, not later than the latest date,
and not earlier than the earliest date, prescribed for such notice.

                  Neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular Holder of a Security shall affect the
sufficiency of such notice with respect to other Holders of Securities.

                  In case by reason of the suspension of regular mail service or
by reason of any other cause it shall be impracticable to give such notice by
mail, then such notification as shall be

                                        5


made with the approval of the Trustee shall constitute a sufficient notification
for every purpose hereunder.

                  Where this Indenture provides for notice in any manner, such
notice may be waived in writing by the person entitled to receive such notice,
either before or after the event, and such waiver shall be the equivalent of
such notice. Waivers of notice by Holders of Securities shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.

                                   ARTICLE II.

           ISSUE, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES.

         SECTION 2.01 AMOUNT UNLIMITED; ISSUABLE IN SERIES. The aggregate
principal amount of Securities that may be authenticated and delivered under
this Indenture is unlimited.

                  The Securities may be issued in one or more series. There
shall be established in or pursuant to a Board Resolution, and set forth in an
Officers' Certificate, or established in one or more indentures supplemental
hereto, prior to the issuance of Securities of any series:

                  (1)      the designation of the Securities of the series
(which shall distinguish the Securities of the series from all other
Securities);

                  (2)      any limit upon the aggregate principal amount of the
Securities of the series which may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon registration
of transfer of, or in exchange for, or in lieu of, other Securities of the
series pursuant to Section 2.05, 2.06, 2.07, 3.02 or 10.04);

                  (3)      the date or dates on which the principal of the
Securities of the series is payable, or the manner of determining the maturity
date or dates;

                  (4)      the rate or rates, which may be fixed or variable, at
which the Securities of the series shall bear interest, if any, and if the rate
or rates are variable, the manner of calculation thereof, the date or dates from
which such interest shall accrue, the Interest Payment Dates on which such
interest shall be payable and, in the case of Registered Securities, the Regular
Record Date for the determination of Holders of such Securities to whom interest
is payable on any Interest Payment Date;

                  (5)      the place or places (in addition to such place or
places specified in this Indenture) where the principal of (and premium, if
any), interest, if any, and Additional Amounts, if any, on Securities of the
series shall be payable and where Securities of the series may be surrendered
for exchange, when Securities of the series that are convertible or exchangeable
may be surrendered for conversion or exchange;

                  (6)      the right, if any, of the Corporation to redeem the
Securities of the series, in whole or in part, at its option and the period or
periods within which, the price or prices at which and the terms and conditions
upon which Securities of the series may be redeemed pursuant to any sinking fund
or otherwise;

                                        6


                  (7)      the obligation, if any, of the Corporation to redeem,
purchase or repay Securities of the series pursuant to any mandatory redemption,
sinking fund or analogous provisions or at the option of a Holder thereof and
the period or periods within which, the price or prices at which and the terms
and conditions upon which Securities of the series shall be redeemed, purchased
or repaid, in whole or in part, pursuant to such obligation;

                  (8)      if other than U.S. Dollars, the currency or
currencies, including Euros, in which the Securities of the series shall be
denominated and in which payments of principal of (premium, if any), interest,
if any, and Additional Amounts, if any, payable with respect to such Securities
shall or may be payable; the manner in which such currency or currencies will be
determined; and if the principal of (and premium, if any), interest, if any, and
Additional Amounts, if any, on the Securities of such series are to be payable,
at the election of the Corporation or a Holder thereof, in a currency or
currencies, other than that or those in which the Securities are stated to be
payable, the currency or currencies in which payment of the principal of (and
premium, if any), interest, if any, and Additional Amounts, if any, on
Securities of such series as to which such election is made shall be payable,
and the periods within which and the terms and conditions upon which such
election is to be made;

                  (9)      if the amount of principal of and interest on the
Securities of the series may be determined with reference to an index based on a
currency or currencies other than that in which the Securities of the series are
denominated, the manner in which such amounts shall be determined;

                  (10)     the denominations in which Securities of the series
shall be issuable, if other than U.S. $1,000 or integral multiples thereof, with
respect to Registered Securities, and denominations of U.S. $1,000 and U.S.
$5,000 for Unregistered Securities;

                  (11)     if other than the principal amount thereof, the
portion of the principal amount of Securities of the series which shall be
payable upon declaration of acceleration of the maturity thereof or which the
Trustee shall be entitled to claim pursuant to Section 6.02;

                  (12)     whether the Securities of the series will be issuable
as Registered Securities or Unregistered Securities (with or without Coupons),
or both, any restrictions applicable to the offer, sale or delivery of
Unregistered Securities and, if other than as provided for in Section 2.05, the
terms upon which Unregistered Securities of the series may be exchanged for
Registered Securities of such series and vice versa; and whether the Securities
of the series shall be issued in whole or in part in the form of one or more
Global Securities and, in such case, the Depository for such Global Security or
Securities and whether any Global Securities of the series are to be issuable
initially in temporary form and whether any Global Securities of the series are
to be issuable in definitive form with or without Coupons and, if so, whether
beneficial owners of interests in any such definitive Global Security may
exchange such interests for Securities of such series and of like tenor of any
authorized form and denomination, and the circumstances under which and the
place or places where any such exchanges may occur, if other than in the manner
provided in Section 2.05;

                  (13)     whether and under what circumstances the Corporation
will pay Additional Amounts on the Securities of the series in respect of any
tax, assessment or

                                        7


governmental charge withheld or deducted and, if so, whether the Corporation
will have the option to redeem such Securities rather than pay such Additional
Amounts;

                  (14)     the provisions, if any, for the defeasance of the
Securities of the series;

                  (15)     if the Securities of such series are to be issuable
in definitive form (whether upon original issue or upon exchange of a temporary
Security of such series) only upon receipt of certain certificates or other
documents or satisfaction of other conditions, the form and terms of such
certificates, documents or conditions;

                  (16)     except as otherwise provided herein, any trustees,
depositories, authenticating or paying agents, transfer agents, registrars or
any other agents with respect to the Securities of such series;

                  (17)     the percentage of their principal amount at which the
Securities are issued, if less than 100%;

                  (18)     any securities exchanges on which the Securities will
be listed;

                  (19)     whether the Securities will be convertible into or
exchangeable for any securities of any Person and, if so, the terms and
conditions of the conversion or exchange;

                  (20)     if the Securities of the series are to be issued upon
the exercise of warrants, the time, manner and place for such Securities to be
authenticated and delivered; and

                  (21)     any other terms of the series (which terms shall not
be inconsistent with the provisions of this Indenture).

         All Securities of any one series shall be substantially identical
except (i) as to denomination, (ii) that Securities of any series may be
issuable as either Registered Securities or Unregistered Securities and (iii) as
may otherwise be provided in or pursuant to such Board Resolution and set forth
in such Officers' Certificate or in any such indenture supplemental hereto. Not
all Securities of any one series need be issued at the same time, and, unless
otherwise provided, a series may be reopened for issuances of additional
Securities of such series.

         If any of the terms of the series are established by action taken
pursuant to a Board Resolution, a copy of an appropriate record of such action
shall be certified by the Secretary or any Assistant Secretary of the
Corporation and delivered to the Trustee at the same time as or prior to the
delivery of the Officers' Certificate setting forth the terms of the series.

         SECTION 2.02 FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The
Trustee's certificate of authentication shall be in the following form:

                                        8


                   {FORM OF J.P. MORGAN TRUST COMPANY, N.A.'S
                         CERTIFICATE OF AUTHENTICATION}

         This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.

                                         J.P. Morgan Trust Company, National
                                         Association, as Trustee,

                                         By: ___________________________________
                                             Authorized Signatory

         SECTION 2.03 FORM, EXECUTION, AUTHENTICATION, DELIVERY AND DATING OF
SECURITIES. The Securities of each series and the Coupons, if any, to be
attached thereto, shall be in the forms approved from time to time by or
pursuant to a Board Resolution, or established in one or more indentures
supplemental hereto, and may have such letters, numbers or other marks of
identification or designation and such legends or endorsements printed,
lithographed or engraved thereon as the Corporation may deem appropriate and as
are not inconsistent with the provisions of this Indenture, or as may be
required to comply with any law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any securities exchange on which the
Securities may be listed, or to conform to usage.

                  Each Security and Coupon shall be executed on behalf of the
Corporation by its Chairman of the Board of Directors or the President or any
Vice President or its Treasurer or any Assistant Treasurer and the Secretary or
any Assistant Secretary, or, if the other signatory is other than the Treasurer
or any Assistant Treasurer, any assistant Treasurer, under its Corporate seal.
Such signatures may be the manual or facsimile signatures of the present or any
future such officers. The seal of the Corporation may be in the form of a
facsimile thereof and may be impressed, affixed, imprinted or otherwise
reproduced on the Securities.

                  Each Security and Coupon bearing the manual or facsimile
signatures of individuals who were at any time the proper officers of the
Corporation shall bind the Corporation, notwithstanding that such individuals or
any of them have ceased to hold such offices prior to the authentication and
delivery of such Security, or the Security to which such Coupon appertains. At
any time and from time to time after the execution and delivery of this
Indenture, the Corporation may deliver Securities of any series executed by the
Corporation and, in the case of Coupon Securities, having attached thereto
appropriate Coupons, to the Trustee for authentication, together with a
Corporation Order for the authentication and delivery of such Securities, and
the Trustee in accordance with such Corporation Order shall authenticate and
deliver such Securities. If the form or terms of the Securities or Coupons of
the series have been established in or pursuant to one or more Board Resolutions
as permitted by this Section and Section 2.01, in authenticating such Securities
and accepting the additional responsibilities under this Indenture in relation
to such Securities, the Trustee shall be entitled to receive, and (subject to
Section 7.01) shall be fully protected in relying upon, an Opinion of Counsel
stating:

                                        9


                  (a)      if the form of such Securities or Coupons has been
established by or pursuant to Board Resolution as permitted by Section 2.01,
that such form has been established in conformity with the provisions of this
Indenture;

                  (b)      if the terms of such Securities have been established
by or pursuant to Board Resolution as permitted by Section 2.01, that such terms
have been established in conformity with the provisions of this Indenture; and

                  (c)      that each such Security and Coupon, when
authenticated and delivered by the Trustee and issued by the Corporation in the
manner and subject to any conditions specified in such Opinion of Counsel, will
constitute valid and legally binding obligations of the Corporation, enforceable
in accordance with its terms, subject to bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and other laws of general applicability
relating to or affecting the enforcement of creditors' rights and to general
equity principles, whether applied in a proceeding at law or in equity. If such
form or terms have been so established, the Trustee shall not be required to
authenticate such Securities if the issue of such Securities pursuant to this
Indenture will affect the Trustee's own rights, duties or immunities under the
Securities and the Indenture or otherwise in a manner that is not reasonably
acceptable to the Trustee.

         Every Registered Security shall be dated the date of its
authentication. Each Unregistered Security shall be dated as provided in or
pursuant to the Board Resolution or supplemental indenture referred to in
Section 2.01 or, if no such terms are specified, the date of its original
issuance.

         No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered hereunder and is entitled to the
benefits of this Indenture. Notwithstanding the foregoing, if any Security shall
have been duly authenticated and delivered hereunder but never issued and sold
by the Corporation, and the Corporation shall deliver such Security to the
Trustee for cancellation as provided in Section 2.08 together with a written
statement (which need not comply with Section 14.04 and need not be accompanied
by an Opinion of Counsel) stating that such Security has never been issued and
sold by the Corporation, for all purposes of this Indenture such Security shall
be deemed never to have been authenticated and delivered hereunder and shall
never be entitled to the benefits of this Indenture.

         If the Corporation shall establish pursuant to Section 2.01 that the
Securities of a series are to be issued in whole or in part in the form of a
Global Security, then the Corporation shall execute and the Trustee shall in
accordance with this Section and the Corporation Order with respect to such
series authenticate and deliver the Global Security that (i) shall represent and
shall be denominated in an aggregate amount equal to the aggregate principal
amount of outstanding Securities of such series to be represented by the Global
Security, (ii) shall be registered, if in registered form, in the name of the
Depository for such Global Security or the

                                       10


nominee of such Depository, and (iii) shall be delivered by the Trustee to such
Depository or pursuant to such Depository's instructions.

         Each Depository designated pursuant to Section 2.01 for a Global
Security in registered form must, at the time of its designation and at all
times while it serves as Depository, be a clearing agency registered under the
Securities Exchange Act of 1934, as amended, and any other applicable statute or
regulation.

         SECTION 2.04 DENOMINATIONS; RECORD DATE. The Securities shall be
issuable as Registered Securities or Unregistered Securities in such
denominations as may be specified as contemplated in Section 2.01. In the
absence of any such specification with respect to any series, such Securities
shall be issuable in the denomination contemplated by Section 2.01.

         The term "record date" as used with respect to an Interest Payment Date
(except a date for payment of defaulted interest) shall mean such day or days as
shall be specified in the terms of the Registered Securities of any particular
series as contemplated by Section 2.01; provided, however, that in the absence
of any such provisions with respect to any series, such term shall mean (1) the
last day of the calendar month next preceding such Interest Payment Date if such
Interest Payment Date is the fifteenth day of a calendar month; or (2) the
fifteenth day of a calendar month next preceding such Interest Payment Date if
such Interest Payment Date is the first day of the calendar month.

         The person in whose name any Registered Security is registered at the
close of business on the Regular Record Date with respect to an Interest Payment
Date shall be entitled to receive the interest payable and Additional Amounts,
if any, payable on such Interest Payment Date notwithstanding the cancellation
of such Registered Security upon any transfer or exchange thereof subsequent to
such Regular Record Date and prior to such Interest Payment Date; provided,
however, that if and to the extent the Corporation shall default in the payment
of the interest and Additional Amounts, if any, due on such Interest Payment
Date, such defaulted interest and Additional Amounts, if any, shall be paid to
the persons in whose names outstanding Registered Securities are registered on a
subsequent record date established by notice given by mail by or on behalf of
the Corporation to the Holders of Securities of the series in default not less
than fifteen days preceding such subsequent record date, such record date to be
not less than five days preceding the date of payment of such defaulted
interest.

         SECTION 2.05 EXCHANGE AND REGISTRATION OF TRANSFER OF SECURITIES.
Registered securities of any series may be exchanged for a like aggregate
principal amount of Registered Securities of other authorized denominations of
such series. Registered Securities to be exchanged shall be surrendered at the
office or agency to be designated and maintained by the Corporation for such
purpose in the Borough of Manhattan, The City of New York, in accordance with
the provisions of Section 4.02, and the Corporation shall execute and register
and the Trustee shall authenticate and deliver in exchange therefor the
Registered Security or Registered Securities that the Holder making the exchange
shall have been entitled to receive.

         If the Securities of any series are issued in both registered and
unregistered form, except as otherwise specified pursuant to Section 2.01, at
the option of the Holder thereof, Unregistered Securities of any series may be
exchanged for Registered Securities of such series of any

                                       11


authorized denominations and of a like aggregate principal amount, upon
surrender of such Unregistered Securities to be exchanged at the agency of the
Corporation that shall be maintained for such purpose in accordance with Section
4.02, with, in the case of Unregistered Securities that are Coupon Securities,
all unmatured Coupons and all matured Coupons in default thereto appertaining.
At the option of the Holder thereof, if Unregistered Securities of any series
are issued in more than one authorized denomination, except as otherwise
specified pursuant to Section 2.01, such Unregistered Securities may be
exchanged for Unregistered Securities of such series of other authorized
denominations and of a like aggregate principal amount, upon surrender of such
Unregistered Securities to be exchanged at the agency of the Corporation that
shall be maintained for such purpose in accordance with Section 4.02 or as
specified pursuant to Section 2.01, with, in the case of Unregistered Securities
that are Coupon Securities, all unmatured Coupons and all matured Coupons in
default thereto appertaining. Unless otherwise specified pursuant to Section
2.01, Registered Securities of any series may not be exchanged for Unregistered
Securities of such series. Whenever any Securities are so surrendered for
exchange the Corporation shall execute, and the Trustee shall authenticate and
deliver, the Securities that the Holder making the exchange is entitled to
receive.

         The Corporation or its designated agent (the "Security Registrar")
shall keep, at such office or agency, a Security Register (the "Security
Register") in which, subject to such reasonable regulations as it may prescribe,
the Corporation shall register Securities and shall register the transfer of
Registered Securities as provided in this Article Two. The Security Register
shall be in written form or in any other form capable of being converted into
written form within a reasonable time. At all reasonable times the Security
Register shall be open for inspection by the Trustee. Upon due presentment for
registration of transfer of any Registered Security of a particular series at
such office or agency, the Corporation shall execute and the Corporation or the
Security Registrar shall register and the Trustee shall authenticate and deliver
in the name of the transferee or transferees a new Registered Security or
Registered Securities of such series for an equal aggregate principal amount.

         Unregistered Securities (except for any temporary bearer Securities)
and Coupons shall be transferable by delivery.

         All Securities presented for registration of transfer or for exchange,
redemption or payment, as the case may be, shall (if so required by the
Corporation or the Trustee) be duly endorsed by, or be accompanied by, a written
instrument or instruments of transfer in form satisfactory to the Corporation
and the Trustee duly executed by the Holder or his, her or its attorney duly
authorized in writing.

         No service charge shall be made for any exchange or registration of
transfer of Registered Securities, but the Corporation may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection therewith.

         The Corporation shall not be required to exchange or register a
transfer of (a) any Registered Securities of any series for a period of fifteen
days next preceding any selection of Registered Securities of such series to be
redeemed, or (b) any Security of any such series selected for redemption except
in the case of any such series to be redeemed in part, the portion thereof not
to be so redeemed.

                                       12


         Notwithstanding anything herein or in the terms of any series of
Securities to the contrary, neither the Corporation nor the Trustee (which shall
rely on an Officers' Certificate and an Opinion of Counsel) shall be required to
exchange any Unregistered Security for a Registered Security if such exchange
would result in adverse Federal income tax consequences to the Corporation
(including the inability of the Corporation to deduct from its income, as
computed for Federal income tax purposes, the interest payable on any
Securities) under then applicable United States Federal income tax laws.

         SECTION 2.06 TEMPORARY SECURITIES. Pending the preparation of
definitive Securities of any series, the Corporation may execute and on receipt
of a Corporation Order the Trustee shall authenticate and deliver temporary
Securities of such series (printed or lithographed). Temporary Securities of any
series shall be issuable in any authorized denominations, and in the form
approved from time to time by or pursuant to a Board Resolution but with such
omissions, insertions and variations as may be appropriate for temporary
Securities, all as may be determined by the Corporation. Every temporary
Security shall be executed by the Corporation and authenticated by the Trustee
upon the same conditions and in substantially the same manner, and with like
effect, as the definitive Securities. Without unnecessary delay the Corporation
shall execute and furnish definitive Securities of such series and thereupon any
or all temporary Registered Securities of such series may be surrendered in
exchange therefor without charge at the office or agency to be designated and
maintained by the Corporation for such purpose in the Borough of Manhattan, The
City of New York, in accordance with the provisions of Section 4.02 and in the
case of Unregistered Securities at any agency maintained by the Corporation for
such purpose as specified pursuant to Section 2.01, and the Trustee shall
authenticate and deliver in exchange for such temporary Securities an equal
aggregate principal amount of definitive Securities of the same series of
authorized denominations and in the case of such Securities that are Coupon
Securities, having attached thereto the appropriate Coupons. Until so exchanged
the temporary Securities of any series shall be entitled to the same benefits
under this Indenture as definitive Securities of such series. The provisions of
this Section 2.06 are subject to any restrictions or limitations on the issue
and delivery of temporary unregistered Securities of any series that may be
established pursuant to Section 2.01 (including any provision that Unregistered
Securities of such series initially be issued in the form of a single global
Unregistered Security to be delivered to a depositary or agency of the
Corporation located outside the United States and the procedures pursuant to
which definitive Unregistered Securities of such series would be issued in
exchange for such temporary global Unregistered Security).

         SECTION 2.07 MUTILATED, DESTROYED, LOST OR STOLEN SECURITIES. In case
any temporary or definitive Security of any series or, in the case of a Coupon
Security, any Coupon appertaining thereto, shall become mutilated or be
destroyed, lost or stolen, the Corporation in the case of a mutilated Security
or Coupon shall, and in the case of a lost, stolen or destroyed Security or
Coupon may, in its discretion, execute, and upon receipt of a Corporation Order
the Trustee shall authenticate and deliver, a new Security of the same series as
the mutilated, destroyed, lost or stolen Security or, in the case of a Coupon
Security, a new Coupon Security of the same series as the mutilated, destroyed,
lost or stolen Coupon Security or, in the case of a Coupon, a new Coupon of the
same series as the Coupon Security to which such mutilated, destroyed, lost or
stolen Coupon appertains, bearing a number not contemporaneously outstanding, in
exchange and substitution for the mutilated Security, or in lieu of and in
substitution for the Security so

                                       13


destroyed, lost or stolen or in exchange for the Coupon Security to which such
mutilated, destroyed, lost or stolen Coupon appertains, with all appurtenant
Coupons not destroyed, lost or stolen. In every case the applicant for a
substituted Security or Coupon shall furnish to the Corporation and to the
Trustee such security or indemnity as may be required by them to save each of
them harmless, and, in every case of destruction, loss or theft, the applicant
shall also furnish to the Corporation and to the Trustee evidence to their
satisfaction of the destruction, loss or theft of such Security or Coupon, as
the case may be, and of the ownership thereof. Upon the issuance of any
substituted Security or Coupon, the Corporation may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses connected therewith and in addition a
further sum not exceeding ten dollars for each Security so issued in
substitution. In case any Security or Coupon which has matured or is about to
mature shall become mutilated or be destroyed, lost or stolen, the Corporation
may, instead of issuing a substituted Security, pay or authorize the payment of
the same (without surrender thereof except in the case of a mutilated Security
or Coupon) if the applicant for such payment shall furnish the corporation and
the Trustee with such security or indemnity as they may require to save them
harmless and, in case of destruction, loss or theft, evidence to the
satisfaction of the Corporation and the Trustee of the destruction, loss or
theft of such Security or Coupon and of the ownership thereof.

         Every substituted Security with, in the case of any such Security that
is a Coupon Security, its Coupons, issued pursuant to the provisions of this
Section by virtue of the fact that any Security or Coupon is destroyed, lost or
stolen shall, with respect to such Security or Coupon, constitute an additional
contractual obligation of the Corporation, whether or not the destroyed, lost or
stolen Security or Coupon shall be found at any time, and shall be entitled to
all the benefits of this Indenture equally and proportionately with any and all
other Securities, and the Coupons appertaining thereto, duly issued hereunder.

         All Securities and any Coupons appertaining thereto shall be held and
owned upon the express condition that the foregoing provisions are exclusive
with respect to the replacement or payment of mutilated, destroyed, lost or
stolen Securities and Coupons appertaining thereto and shall, to the extent
permitted by law, preclude any and all other rights or remedies, notwithstanding
any law or statute existing or hereafter enacted to the contrary with respect to
the replacement or payment of negotiable instruments or other securities without
their surrender.

         SECTION 2.08 CANCELLATION. All Securities surrendered for payment,
redemption, exchange or registration of transfer, and all Coupons surrendered
for payment as the case may be, shall, if surrendered to the Corporation or any
agent of the Corporation or of the Trustee, be delivered to the Trustee and
promptly cancelled by it or, if surrendered to the Trustee, be cancelled by it,
and no Securities or Coupons, shall be issued in lieu thereof except as
expressly permitted by any of the provisions of this Indenture. The Trustee
shall destroy cancelled Securities and Coupons and deliver a certificate of
destruction to the Corporation.

         SECTION 2.09 COMPUTATION OF INTEREST. Except as otherwise specified as
contemplated by Section 2.01 for Securities of any series, interest on the
Securities of each series shall be computed on the basis of a 360-day year of
twelve 30-day months.

                                       14


         SECTION 2.10 SECURITIES IN GLOBAL FORM. If Securities of a series are
issuable in global form, as specified as contemplated by Section 2.01, then,
notwithstanding clause (9) of Section 2.01 and the provisions of Section 2.04,
such Global Security shall represent such of the outstanding Securities of such
series as shall be specified therein and may provide that it shall represent the
aggregate amount of outstanding Securities from time to time endorsed thereon
and that the aggregate amount of outstanding Securities represented thereby may
from time to time be reduced to reflect exchanges. Any endorsement of a Security
in global form to reflect the amount, or any increase or decrease in the amount,
of outstanding Securities represented thereby shall be made by the Trustee in
such manner and upon instructions given by such Person or Persons as shall be
specified therein or in the Corporation Order to be delivered to the Trustee
pursuant to Section 2.03 or Section 2.06. Subject to the provisions of Section
2.03 and, if applicable, Section 2.06, the Trustee shall deliver and redeliver
any Security in definitive global bearer form in the manner and upon written
instructions given by the Person or Persons specified therein or in the
applicable Corporation Order. If a Corporation Order pursuant to Section 2.03 or
2.06 has been, or simultaneously is, delivered, any instructions by the
Corporation with respect to endorsement or delivery or redelivery of a Security
in global form shall be in writing but need not comply with Section 14.04 and
need not be accompanied by an opinion of Counsel. The beneficial owner of a
Security represented by a definitive Global Security in bearer form may, upon no
less than 30 days written notice to the Trustee, given by the beneficial owner
through a Depository, exchange its interest in such definitive Global Security
for a definitive bearer Security or Securities, or a definitive Registered
Security or Securities, of any authorized denomination, subject to the rules and
regulations of such Depository and its members. No individual definitive bearer
Security will be delivered in or to the United States.

         The provisions of the last sentence of the third to the last paragraph
of Section 2.03 shall apply to any Security represented by a Security in global
form if such Security was never issued and sold by the Corporation and the
Corporation delivers to the Trustee the Security in global form together with
written instructions (which need not comply with Section 14.04 and need not be
accompanied by an Opinion of Counsel) with regard to the reduction in the
principal amount of Securities represented thereby together with the written
statement contemplated by the last sentence of the third to the last paragraph
of Section 2.03.

         Unless otherwise specified as contemplated by Section 2.01, payment of
principal of, and any premium and any interest on, any Security in definitive
global form shall be made to the Person or Persons specified therein.

         SECTION 2.11 MEDIUM-TERM SECURITIES. Notwithstanding any contrary
provision herein, if all Securities of a series are not to be originally issued
at one time, it shall not be necessary to deliver the Corporation Order,
Officers' Certificate, supplemental indenture or Opinion of Counsel otherwise
required pursuant to Sections 2.01, 2.03, 2.06, and 14.04 at or prior to the
time of authentication of each Security of such series if such documents are
delivered at or prior to the authentication upon original issuance of the first
Security of such series to be issued.

         An Officers' Certificate or supplemental indenture, delivered pursuant
to this Section 2.11 in the circumstances set forth in the preceding paragraph
may provide that Securities which are the subject thereof will be authenticated
and delivered by the Trustee on original issue from

                                       15


time to time upon the written order of persons designated in such Officers'
Certificate or supplemental indenture and that such persons are authorized to
determine, consistent with such Officers' Certificate or any applicable
supplemental indenture such terms and conditions of said Securities as are
specified in such Officers' Certificate or supplemental indenture, provided that
the foregoing procedure is acceptable to the Trustee.

         SECTION 2.12 CUSIP NUMBERS. The Corporation, in issuing the Securities,
may use "CUSIP" numbers (if then generally in use), and, if so, the Trustee
shall use "CUSIP" numbers in notices of redemption as a convenience to Holders;
provided that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Securities or as contained
in any notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Securities, and any such redemption shall
not be affected by any defect in or omission of such numbers. The Corporation
will promptly notify the Trustee of any change in the "CUSIP" numbers.

                                  ARTICLE III.

                            REDEMPTION OF SECURITIES.

         SECTION 3.01 REDEMPTION OF SECURITIES; APPLICABILITY OF ARTICLE.
Redemption of Securities of any series as permitted or required by the terms
thereof shall be made in accordance with such terms and this Article; provided,
however, that if any provision of any series of Securities shall conflict with
any provision of this Article, the provision of such series of Securities shall
govern.

         The notice date for a redemption of Securities shall mean the date on
which notice of such redemption is given in accordance with the provisions of
Section 3.02 hereof.

         SECTION 3.02 NOTICE OF REDEMPTION; SELECTION OF SECURITIES. The
election of the Corporation to redeem any Securities shall be evidenced by an
Officers' Certificate. In case the Corporation shall desire to exercise the
right to redeem all, or, as the case may be, any part, of a series of Securities
pursuant to the terms and provisions applicable to such series, it shall fix a
date for redemption and shall mail a notice of such redemption at least thirty
and not more than sixty days prior to the date fixed for redemption to the
Holders of the Securities of such series that are Registered Securities to be
redeemed as a whole or in part, at their last addresses as the same appear on
the Security Register. Such mailing shall be by prepaid first class mail. Any
notice which is mailed in the manner herein provided shall be conclusively
presumed to have been duly given, whether or not the Holder shall have received
such notice. In any case, failure to give notice by mail, or any defect in the
notice to the Holder of any Security of a series designated for redemption as a
whole or in part shall not affect the validity of the proceedings for the
redemption of any other Security of such series.

         Notice of redemption to the Holders of Unregistered Securities to be
redeemed as a whole or in part, who have filed their names and addresses with
the Trustee as described in Section 313(c) of the Trust Indenture Act of 1939,
shall be given by mailing notice of such redemption, by first class mail,
postage prepaid, at least thirty days and not more than sixty days prior to the
date fixed for redemption, to such Holders at such addresses as were so
furnished to the Trustee

                                       16


(and, in the case of any such notice given by the Corporation, the Trustee shall
make such information available to the Corporation for such purpose). Notice of
redemption to any other Holder of an Unregistered Security of such series shall
be published in an Authorized Newspaper in the Borough of Manhattan, The City of
New York and in an Authorized Newspaper in London (and, if required by Section
4.04, in an Authorized Newspaper in Luxembourg), in each case, once in each of
two successive calendar weeks, the first publication to be not less than thirty
nor more than sixty days prior to the date fixed for redemption. Any notice that
is mailed in the manner herein provided shall be conclusively presumed to have
been duly given, whether or not the Holder shall have received such notice. In
any case, failure to give notice by mail, or any defect in the notice to the
Holder of any Security of a series designated for redemption as a whole or in
part shall not affect the validity of the proceedings for the redemption of any
other Security of such series.

         Each such notice of redemption shall specify the provisions of such
Securities under which such redemption is made, that the conditions precedent,
if any, to such redemption have occurred, shall describe the same and the date
fixed for redemption, the redemption price at which such Securities are to be
redeemed, the Place of Payment, that payment will be made upon presentation and
surrender of such Securities and, in the case of Coupon Securities, of all
Coupons appertaining thereto maturing after the date fixed for redemption, that
interest and Additional Amounts, if any, accrued to the date fixed for
redemption will be paid as specified in said notice, and that on and after said
date interest, if any, thereon or on the portions thereof to be redeemed will
cease to accrue. If fewer than all of the Securities of a series are to be
redeemed any notice of redemption published in an Authorized Newspaper shall
specify the numbers of the Securities to be redeemed and, if applicable, the
CUSIP Numbers thereof. In case any Security is to be redeemed in part only, the
notice of redemption shall state the portion of the principal amount thereof to
be redeemed and shall state that upon surrender of such Security, a new Security
or Securities in principal amount equal to the unredeemed portion thereof will
be issued of the same series.

         At least one Business Day prior to the redemption date specified in the
notice of redemption given for Unregistered Securities as provided in this
Section and on or prior to the redemption date specified in the notice of
redemption given for all Securities other than Unregistered Securities, the
Corporation will deposit in trust with the Trustee or with one or more Paying
Agents an amount of money sufficient to redeem on the redemption date all the
Securities or portions of Securities so called for redemption at the appropriate
redemption price, together with interest, if any, and Additional Amounts, if
any, accrued to the date fixed for redemption. The Corporation will give the
Trustee notice of each redemption at least forty-five days prior to the date
fixed for redemption (unless a shorter notice is acceptable to the Trustee) as
to the aggregate principal amount of Securities to be redeemed.

         If fewer than all of the Securities of a series are to be redeemed, the
Trustee shall select, pro rata or by lot or in such other manner as it shall
deem reasonable and fair, the numbers of the Securities to be redeemed in whole
or in part.

         SECTION 3.03 PAYMENT OF SECURITIES CALLED FOR REDEMPTION. If notice of
redemption has been given as above provided, the Securities or portions of
Securities with respect to which such notice has been given shall become due and
payable on the date and at the Place of Payment

                                       17


stated in such notice at the applicable redemption price, together with
interest, if any, and Additional Amounts, if any, accrued to the date fixed for
redemption, and on and after said date (unless the Corporation shall default in
the payment of such Securities at the redemption price, together with interest,
if any, and Additional Amounts, if any, accrued to said date) interest on the
Securities or portions of Securities so called for redemption shall cease to
accrue. On presentation and surrender of such Securities subject to redemption
at said Place of Payment in said notice specified, the said Securities or the
specified portions thereof shall be paid and redeemed by the Corporation at the
applicable redemption price, together with interest, if any, and Additional
Amounts, if any, accrued thereon to the date fixed for redemption. Interest, if
any, and Additional Amounts, if any, maturing on or prior to the date fixed for
redemption shall continue to be payable (but without interest thereon unless the
Corporation shall default in payment thereof) in the case of Coupon Securities
to the bearers of the Coupons for such interest upon surrender thereof, and in
the case of Registered Securities to the Holders thereof registered as such on
the Security Register on the relevant record date subject to the terms and
provisions of Section 2.04. At the option of the Corporation payment may be made
by check to (or to the order of) the Holders of the Securities or other persons
entitled thereto against presentation and surrender of such Securities.

         If any Coupon Security surrendered for redemption shall not be
accompanied by all appurtenant Coupons maturing after the date fixed for
redemption, the surrender of such missing Coupon or Coupons may be waived by the
Corporation and the Trustee, if there be furnished to each of them such security
or indemnity as they may require to save each of them harmless.

         Upon presentation of any Security redeemed in part only, the
Corporation shall execute, and the Trustee shall authenticate and deliver to the
Holder thereof, at the expense of the Corporation, a new Security or Securities,
of authorized denominations, in aggregate principal amount equal to the
unredeemed portion of the Security so presented of the same series.

                                   ARTICLE IV.

                    PARTICULAR COVENANTS OF THE CORPORATION.

         SECTION 4.01 PAYMENT OF PRINCIPAL, PREMIUM, INTEREST AND ADDITIONAL
AMOUNTS. The Corporation shall duly and punctually pay or cause to be paid the
principal of (and premium, if any), interest, if any, and Additional Amounts, if
any, on each of the Securities at the place, at the respective times and in the
manner provided in the terms of the Securities and in this Indenture. The
interest on Coupon Securities (together with any Additional Amounts) shall be
payable only upon presentation and surrender of the several Coupons for such
interest installments as are evidenced thereby as they severally mature. The
interest, if any, on any temporary bearer securities (together with any
Additional Amounts) shall be paid, as to the installments of interest evidenced
by Coupons attached thereto, if any, only upon presentation and surrender
thereof, and, as to the other installments of interest, if any, only upon
presentation of such Securities for notation thereon of the payment of such
interest. The interest on Registered Securities (together with any Additional
Amounts) shall be payable only to the Holders thereof and at the option of the
Corporation may be paid by (i) mailing checks for such interest payable to or
upon the order of such Holders at their last addresses as they appear on the
Security Register for such Securities or (ii) in the case of Holders of U.S.
$10,000,000 or more in

                                       18


aggregate principal amount of such Registered Securities, by wire transfer of
immediately available funds, but only if the Trustee has received wire transfer
instructions in writing not less than 15 days prior to the applicable Interest
Payment Date.

         SECTION 4.02 OFFICES FOR NOTICES AND PAYMENTS, ETC. As long as any of
the Securities of a series remain outstanding, the Corporation shall designate
and maintain, in the Borough of Manhattan, The City of New York, an office or
agency where the Registered Securities of such series may be presented for
registration of transfer and for exchange as provided in this Indenture, an
office or agency where notices and demands to or upon the Corporation in respect
of the Securities of such series or of this Indenture may be served, and an
office or agency where the Securities of such series may be presented for
payment. The Corporation shall give to the Trustee notice of the location of
each such office or agency and of any change in the location thereof. In case
the Corporation shall fail to maintain any such office or agency in the Borough
of Manhattan, The City of New York, or shall fail to give such notice of the
location or of any change in the location thereof, presentations may be made and
notices and demands may be served at the Corporate Trust Office of the Trustee
in the Borough of Manhattan, The City of New York, and the Corporation hereby
appoints the Trustee as its agent to receive all such presentations, notices and
demands.

         If Unregistered Securities of any series are outstanding, the
Corporation shall maintain or cause the Trustee to maintain one or more agencies
in a city or cities located outside the United States (including any city in
which such an agency is required to be maintained under the rules of any
securities exchange on which the Securities of such series are listed) where
such Unregistered Securities, and Coupons, if any, appertaining thereto may be
presented for payment. No payment on any Unregistered Security or Coupon will be
made upon presentation of such Unregistered Security or Coupon at an agency of
the Corporation within the United States nor will any payment be made by
transfer to an account in, or by mail to an address in, the United States,
except, at the option of the Corporation, if the Corporation shall have
determined that, pursuant to applicable United States laws and regulations then
in effect such payment can be made without adverse tax consequences to the
Corporation. Notwithstanding the foregoing, payments in U.S. Dollars with
respect to Unregistered Securities of any series and Coupons appertaining
thereto that are payable in U.S. Dollars may be made at an agency of the
Corporation maintained in the Borough of Manhattan, The City of New York if such
payment in U.S. Dollars at each agency maintained by the Corporation outside the
United States for payment on such Unregistered Securities is illegal or is
effectively precluded by exchange controls or other similar restrictions.

         The Corporation hereby initially designates J.P. Morgan Trust Company,
National Association, located at its Corporate Trust Office, as the Security
Registrar and as the office or agency of the Corporation in the Borough of
Manhattan, The City of New York, where the Securities may be presented for
payment and, in the case of Registered Securities, for registration of transfer
and for exchange as in this Indenture provided and where notices and demands to
or upon the Corporation in respect of the Securities of any series or of this
Indenture may be served.

                                       19


         SECTION 4.03 PROVISIONS AS TO PAYING AGENT.

                  (a)      Whenever the Corporation shall appoint a paying agent
other than the Trustee with respect to the Securities of any series, it will
cause such paying agent to execute and deliver to the Trustee an instrument in
which such agent shall agree with the Trustee, subject to the provisions of this
Section:

                           (1)      that it will hold sums held by it as such
agent for the payment of the principal of (and premium, if any), interest, if
any, or Additional Amounts, if any, on the Securities of such series in trust
for the benefit of the Holders of the Securities of such series, or Coupons
appertaining thereto, as the case may be, entitled thereto and will notify the
Trustee of the receipt of sums to be so held,

                           (2)      that it will give the Trustee notice of any
failure by the Corporation (or by any other obligor on the Securities of such
series) to make a payment of the principal of (or premium, if any), interest, if
any, or Additional Amounts, if any, on the Securities of such series when the
same shall be due and payable, and

                           (3)      at any time during the continuance of any
such default, upon the written request of the Trustee, forthwith pay to the
Trustee all sums so held in trust by such paying agent.

                  (b)      If the Corporation shall act as its own paying agent,
it will, on or before each due date of the principal of (and premium, if any),
interest, if any, or Additional Amounts, if any, on the Securities of any series
set aside, segregate and hold in trust for the benefit of the Holders of the
Securities of such series entitled thereto a sum sufficient to pay such
principal (and premium if any), interest, if any, or Additional Amounts, if any,
so becoming due. The Corporation will promptly notify the Trustee of any failure
to take such action.

                  (c)      Anything in this Section to the contrary
notwithstanding, the Corporation may, at any time, for the purpose of obtaining
a satisfaction and discharge with respect to one or more or all series of
Securities hereunder, or for any other reason, pay or cause to be paid to the
Trustee all sums held in trust for such series by it or any paying agent
hereunder as required by this Section, such sums to be held by the Trustee upon
the trusts herein contained.

                  (d)      Anything in this Section to the contrary
notwithstanding, the agreement to hold sums in trust as provided in this Section
is subject to the provisions of Sections 12.04 and 12.05.

         SECTION 4.04 LUXEMBOURG PUBLICATIONS. In the event of the publication
of any notice pursuant to Section 3.02, 6.07, 7.10, 7.11, 9.02, 10.02, or 12.05,
the party making such publication shall also, to the extent that notice is
required so to be given to Holders of Securities of a series by applicable
Luxembourg law or stock exchange regulation, make a similar publication the same
number of times in Luxembourg.

         SECTION 4.05 STATEMENT BY OFFICERS AS TO DEFAULT. The Corporation shall
deliver to the Trustee, on or before a date not more than four months after the
end of each fiscal year of the

                                        20


Corporation (which, on the date of execution hereof, ends on December 31) ending
after the date hereof, commencing with the fiscal year ended in 2000, an
Officers' Certificate, stating whether or not to the best knowledge of the
signers thereof the Corporation is in default in the performance or observance
of any of the terms, provisions and conditions of this Indenture to be performed
or observed by it and, if the Corporation shall be in default, specifying all
such defaults and the nature thereof of which they may have knowledge.

         SECTION 4.06 LIMITATIONS ON LIENS. For the benefit of the Securities,
the Corporation shall not, nor shall it permit any Manufacturing Subsidiary to,
issue or assume any Debt secured by a Mortgage upon any Domestic Manufacturing
Property of the Corporation or of any Manufacturing Subsidiary or upon any
shares of stock or indebtedness of any Manufacturing Subsidiary (whether such
Domestic Manufacturing Property, shares of stock or indebtedness are now owned
or hereafter acquired) without in any such case effectively providing
concurrently with the issuance or assumption of any such Debt that the
Securities (together with, if the Corporation shall so determine, any other
indebtedness of the Corporation or such Manufacturing Subsidiary ranking equally
with the Securities and then existing or thereafter created) shall be secured
equally and ratably with such Debt, unless the aggregate amount of Debt issued
or assumed and so secured by Mortgages, together with (i) all other Debt of the
Corporation and its Manufacturing Subsidiaries which (if originally issued or
assumed at such time) would otherwise be subject to the foregoing restrictions,
but not including Debt permitted to be secured under clauses (i) through (v) of
the immediately following paragraph and not including Permitted Receivables
Financings, and (ii) all Attributable Debt of the Company and its Manufacturing
Subsidiaries in respect of sale and lease-back transactions, does not at the
time exceed 15% of Consolidated Net Tangible Assets as shown on the audited
consolidated financial statements for the most recently completed fiscal year.

         The above restrictions shall not apply to: (i) Mortgages on property,
shares of stock or indebtedness of any entity existing at the time (a) such
entity becomes a Manufacturing Subsidiary or (b) of a sale, lease or other
disposition of all or substantially all of the properties of the entity to the
Corporation or a Manufacturing Subsidiary; (ii) Mortgages on property existing
at the time of acquisition of such property by the Corporation or a
Manufacturing Subsidiary, or Mortgages to secure the payment of all or any part
of the purchase price of such property upon the acquisition of such property by
the Corporation or a Manufacturing Subsidiary or to secure any Debt incurred
prior to, at the time of, or within 180 days after, the later of the date of
acquisition of such property and the date such property is placed in service,
for the purpose of financing all or any part of the purchase price thereof, or
Mortgages to secure any Debt incurred for the purpose of financing the cost to
the Corporation or a Manufacturing Subsidiary of improvements to such acquired
property; (iii) Mortgages securing Debt of a Manufacturing Subsidiary owing to
the Corporation or to another Subsidiary; (iv) Mortgages on property of the
Corporation or a Manufacturing Subsidiary in favor of the United States of
America or any State thereof, or any department, agency or instrumentality or
political subdivision of the United States of America or any State thereof, or
in favor of any other country, or any political subdivision thereof, in
connection with financing arrangements between the Corporation or a
Manufacturing Subsidiary and any of the foregoing governmental bodies or
agencies, to the extent that Mortgages are required by the governmental programs
under which those financing arrangements are made, to secure partial, progress,
advance or other payments pursuant to any

                                       21


contract or statute or to secure any indebtedness incurred for the purpose of
financing all or any part of the purchase price or the cost of construction of
the property subject to such Mortgages or (v) any extension, renewal or
replacement (or successive extensions, renewals or replacements) in whole or in
part, of any Mortgage referred to in the foregoing clauses (i) to (v),
inclusively; provided however, that the principal amount of Debt secured thereby
shall not exceed the principal amount of Debt so secured at the time of such
extension, renewal or replacement and that such extension, renewal or
replacement shall be limited to all or a part of the property that secured the
Mortgage so extended, renewed or replaced (plus improvements on such property).

         SECTION 4.07 LIMITATION ON SALE AND LEASE-BACK. For the benefit of the
Holders of the Securities, the Corporation shall not, nor shall it permit any
Manufacturing Subsidiary to, enter into any arrangement with any person
providing for the leasing by the Corporation or any Manufacturing Subsidiary of
any Domestic Manufacturing Property owned by the Corporation or by any
Manufacturing Subsidiary on the date that the Securities are originally issued
(except for temporary leases for a term of not more than three years and except
for leases between the Corporation and a Manufacturing Subsidiary or between
Manufacturing Subsidiaries), which property has been or is to be sold or
transferred by the Corporation or such Manufacturing Subsidiary to such person,
unless either (i) the Corporation or such Manufacturing Subsidiary would be
entitled, pursuant to the provisions of the covenant on limitation on liens
described in Section 4.06, to issue, assume, extend, renew or replace Debt
secured by a Mortgage upon such Domestic Manufacturing Property equal in amount
to the Attributable Debt in respect of such arrangement without equally and
ratably securing the Securities; provided, however, that from and after the date
on which such arrangement becomes effective the Attributable Debt in respect of
such arrangement shall be deemed for all purposes under the covenant on
limitation on liens described in Section 4.06 and this covenant on limitation on
sale and lease-back to be Debt subject to the provisions of such covenant on
limitation on liens (which provisions include the exceptions set forth in
clauses (i) through (v) of such covenant), or (ii) the Corporation shall apply
an amount in cash equal to the Attributable Debt in respect of such arrangement
to the retirement (other than any mandatory retirement or by way of payment at
maturity), within 180 days of the effective date of any such arrangement, of
Debt of the Corporation or any Manufacturing Subsidiary (other than Debt owned
by the Corporation or any Manufacturing Subsidiary) which by its terms matures
at, or is extendible or renewable at the option of the obligor to, a date more
than twelve months after the date of the creation of such Debt.

         SECTION 4.08 DEFINITIONS APPLICABLE TO SECTIONS 4.06 AND 4.07. The
following definitions shall be applicable to the covenants contained in Sections
4.06 and 4.07 hereof:

                  (a)      "Attributable Debt" means, at the time of
determination as to any lease, the present value (discounted at the actual rate,
if stated, or, if no rate is stated, the implicit rate of interest of such lease
transaction as determined by the Chairman, President, any Vice Chairman, any
Vice President, the Treasurer or any Assistant Treasurer of the Corporation),
calculated using the interval of scheduled rental payments under such lease, of
the obligation of the lessee for net rental payments during the remaining term
of such lease (excluding any subsequent renewal or other extension options held
by the lessee). The term "net rental payments" means, with respect to any lease
for any period, the sum of the rental and other payments required to be paid in
such period by the lessee thereunder, but not including any amounts required to
be paid by such lessee (whether or not designated as rental or additional

                                       22


rental) on account of maintenance and repairs, insurance, taxes, assessments,
water rates, indemnities or similar charges required to be paid by such lessee
thereunder or any amounts required to be paid by such lessee thereunder
contingent upon the amount of sales, earnings or profits or of maintenance and
repairs, insurance, taxes, assessments, water rates, indemnities or similar
charges; provided, however, that, in the case of any lease which is terminable
by the lessee upon the payment of a penalty in an amount which is less than the
total discounted net rental payments required to be paid from the later of the
first date upon which such lease may be so terminated and the date of the
determination of net rental payments, "net rental payments" shall include the
then current amount of such penalty from the later of such two dates, and shall
exclude the rental payments relating to the remaining period of the lease
commencing with the later of such two dates.

                  (b)      "Consolidated Net Tangible Assets" means, as
calculated in accordance with GAAP, at any date, all amounts that would be set
forth opposite the caption "total assets" (or any like caption) on a
consolidated balance sheet of the Corporation and its consolidated Subsidiaries
less (i) all current liabilities and (ii) goodwill, trade names, patents,
unamortized debt discount, organization expenses and other like intangibles of
the Corporation and its consolidated Subsidiaries.

                  (c)      "Debt" means notes, bonds, debentures or other
similar evidences of indebtedness for money borrowed.

                  (d)      "Domestic Manufacturing Property" means any
manufacturing plant or facility owned by the Corporation or any Manufacturing
Subsidiary which is located within the continental United States of America and,
in the opinion of the Board of Directors, is of material importance to the total
business conducted by the Corporation and its consolidated affiliates as an
entity.

                  (e)      "GAAP" means generally accepted accounting principles
in the United States of America as in effect from time to time set forth in the
opinions and pronouncements of the Accounting Principles Board and the American
Institute of Certified Public Accountants and the statements and pronouncements
of the Financial Accounting Standards Board, or in such other statements by an
successor entity as may be in general use by significant segments of the
accounting professions, which are applicable to the circumstances as of the date
of determination.

                  (f)      "Manufacturing Subsidiary" means any Subsidiary (A)
substantially all the property of which is located within the continental United
States of America, (B) that owns a Domestic Manufacturing Property and (C) in
which the Corporation's investment, direct or indirect and whether in the form
of equity, debt, advances or otherwise, is in excess of U.S. $1 billion as shown
on the books of the Corporation as of the end of the fiscal year immediately
preceding the date of determination; provided, however, that "Manufacturing
Subsidiary" shall not include any Subsidiary that is principally engaged in
leasing or in financing installment receivables or otherwise providing financial
or insurance services to the Corporation or others or that is principally
engaged in financing the Corporation's operations outside the continental United
States of America.

                                       23


                  (g)      "Mortgage" means any mortgage, pledge, lien, security
interest, conditional sale or other title retention agreement or other similar
encumbrance.

                  (h)      "Non-Recourse Debt" means all Debt which, in
accordance with GAAP, is not required to be recognized on a consolidated balance
sheet of the Corporation as a liability.

                  (i)      "Permitted Receivables Financings" means, at any date
of determination, the aggregate amount of any Non-Recourse Debt outstanding on
such date relating to securitizations or other similar off-balance sheet
financings of accounts receivable of the Corporation or any of its Subsidiaries.

                  (j)      "Subsidiary" means any corporation or other entity of
which at least a majority of the outstanding stock or other beneficial interests
having by the terms thereof ordinary voting power to elect a majority of the
board of directors or other governing body of such corporation or other entity
(irrespective of whether or not at the time stock or other beneficial interests
of any other class or classes of such corporation shall have or might have
voting power by reason of the happening of any contingency) is at the time owned
by the Corporation, or by one or more Subsidiaries, or by the Corporation and
one or more Subsidiaries.

                                   ARTICLE V.

      SECURITYHOLDER LISTS AND REPORTS BY THE CORPORATION AND THE TRUSTEE.

         SECTION 5.01 SECURITYHOLDER LISTS. The Corporation covenants and agrees
that it will furnish or cause to be furnished to the Trustee with respect to the
Securities of each series:

                  (a)      semiannually, not later than each Interest Payment
Date (in the case of any series having semiannual Interest Payment Dates) or not
later than the dates determined pursuant to Section 2.01 (in the case of any
series not having semiannual Interest Payment Dates) a list, in such form as the
Trustee may reasonably require, of the names and addresses of the Holders of
Securities of such series as of the Regular Record Date (or as of such other
date as may be determined pursuant to Section 2.01 for such series) therefor,
and

                  (b)      at such other times as the Trustee may request in
writing within thirty days after receipt by the Corporation of any such request,
a list in such form as the Trustee may reasonably require of the names and
addresses of the Holders of Securities of a particular series specified by the
Trustee as of a date not more than fifteen days prior to the time such
information is furnished; provided, however, that if and so long as the Trustee
shall be the Security Registrar any such list shall exclude names and addresses
received by the Trustee in its capacity as Security Registrar, and if and so
long as all of the Securities of any series are Registered Securities, such list
shall not be required to be furnished.

         SECTION 5.02 PRESERVATION AND DISCLOSURE OF LISTS.

                  (a)      The Trustee shall preserve, in as current a form as
is reasonably practicable, all information as to the names and addresses of the
Holders of each series of

                                       24


Securities (i) contained in the most recent list furnished to it as provided in
Section 5.01, (ii) received by the Trustee in its capacity as Security Registrar
or Paying Agent, or (iii) filed with it within the preceding two years pursuant
to Section 313(c) of the Trust Indenture Act of 1939. The Trustee may destroy
any list furnished to it as provided in Section 5.01 upon receipt of a new list
so furnished.

                  (b)      In case three or more Holders of Securities
(hereinafter referred to as "applicants") apply in writing to the Trustee and
furnish to the Trustee reasonable proof that each such applicant has owned a
Security of such series for a period of at least six months preceding the date
of such application, and such application states that the applicants desire to
communicate with other Holders of Securities of a particular series (in which
case the applicants must hold Securities of such series) or with Holders of all
Securities with respect to their rights under this Indenture or under such
Securities and it is accompanied by a copy of the form of proxy or other
communication that such applicants propose to transmit, then the Trustee shall,
within five business days after the receipt of such application, at its
election, either:

                           (1)      afford to such applicants access to the
information preserved at the time by the Trustee in accordance with the
provisions of subsection (a) of this Section, or

                           (2)      inform such applicants as to the approximate
number of Holders of Securities of such series or all Securities, as the case
may be, whose names and addresses appear in the information preserved at the
time by the Trustee, in accordance with the provisions of subsection (a) of this
Section, and as to the approximate cost of mailing to such Securityholders the
form of proxy or other communication, if any, specified in such application.

         If the Trustee shall elect not to afford to such applicants access to
such information, the Trustee shall, upon the written request of such
applicants, mail to each Holder of such series or all Securities, as the case
may be, whose name and address appear in the information preserved at the time
by the Trustee in accordance with the provisions of subsection (a) of this
Section, a copy of the form of proxy or other communication that is specified in
such request, with reasonable promptness after a tender to the Trustee of the
material to be mailed and of payment, or provision for the payment, of the
reasonable expenses of mailing, unless within five days after such tender, the
Trustee shall mail to such applicants and file with the Securities and Exchange
Commission, together with a copy of the material to be mailed, a written
statement to the effect that, in the opinion of the Trustee, such mailing would
be contrary to the best interests of the Holders of Securities of such series or
all Securities, as the case may be, or would be in violation of applicable law.
Such written statement shall specify the basis of such opinion. If said
Commission, after opportunity for appearing upon the objections specified in the
written statement so filed, shall enter an order refusing to sustain any of such
objections or if, after the entry of an order sustaining one or more of such
objections, said Commission shall find, after notice and opportunity for
hearing, that all the objections so sustained have been met, and shall enter an
order so declaring, the Trustee shall mail copies of such material to all such
Holders with reasonable promptness after the entry of such order and the renewal
of such tender; otherwise the Trustee shall be relieved of any obligation or
duty to such applicants respecting their application.

                                       25


                  (c)      Each and every Holder of Securities, by receiving and
holding the same, agrees with the Corporation and the Trustee that neither the
Corporation nor the Trustee nor any agent of the Corporation or of the Trustee
shall be held accountable by reason of the disclosure of any such information as
to the names and addresses of the Holders of Securities in accordance with the
provisions of subsection (b) of this Section, regardless of the source from
which such information was derived, and that the Trustee shall not be held
accountable by reason of mailing any material pursuant to a request made under
said subsection (b).

         SECTION 5.03 REPORTS BY THE CORPORATION. The Corporation covenants:

                  (a)      to file with the Trustee within fifteen days after
the Corporation is required to file the same with the Securities and Exchange
Commission, copies of the annual reports and of the information, documents and
other reports (or copies of such portions of any of the foregoing as said
Commission may from time to time by rules and regulations prescribe) which the
Corporation may be required to file with said Commission pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934; or, if the Corporation
is not required to file information, documents or reports pursuant to either of
such sections, then to file with the Trustee and said Commission, in accordance
with rules and regulations prescribed from time to time by said Commission, such
of the supplementary and periodic information, documents and reports which may
be required pursuant to Section 13 of the Securities Exchange Act of 1934 in
respect of a security listed and registered on a national securities exchange as
may be prescribed from time to time in such rules and regulations;

                  (b)      to file with the Trustee and the Securities and
Exchange Commission, in accordance with the Trust Indenture Act of 1939 and with
the rules and regulations prescribed from time to time by said Commission, such
additional information, documents, and reports with respect to compliance by the
Corporation with the conditions and covenants provided for in this Indenture as
may be required from time to time by such rules and regulations;

                  (c)      to transmit by mail to all the Holders of Securities
of each series, as the names and addresses of such Holders appear on the
Security Register, within thirty days after the filing thereof with the Trustee,
such summaries of any information, documents and reports required to be filed by
the Corporation with respect to each such series pursuant to subsections (a) and
(b) of this Section as may be required by rules and regulations prescribed from
time to time by the Securities and Exchange Commission;

                  (d)      if Unregistered Securities of any series are
outstanding, to file with the listing agent of the Corporation with respect to
such series such documents and reports of the Corporation as may be required
from time to time by the rules and regulations of any stock exchange on which
such Unregistered Securities are listed.

         SECTION 5.04 REPORTS BY THE TRUSTEE.

                  (a)      On or before May 15, 2001 and on or before May 15 of
each year thereafter, so long as any Securities of any series are outstanding
hereunder, the Trustee shall transmit to the Holders of Securities of such
series, in the manner provided by Section 313(c) of

                                       26


the Trust Indenture Act of 1939, a brief report dated as of the preceding
February 15, as may be required by Sections 313(a) and (b) of the Trust
Indenture Act of 1939.

                  (b)      A copy of each such report shall, at the time of such
transmission to Holders of Securities of a particular series, be filed by the
Trustee with each stock exchange upon which the Securities of such series are
listed and also with the Securities and Exchange Commission. The Corporation
agrees to notify the Trustee when and as the Securities of any series become
listed on any stock exchange.

                                   ARTICLE VI.

                              REMEDIES ON DEFAULT.

         SECTION 6.01 EVENTS OF DEFAULT. In case one or more of the following
Events of Default with respect to a particular series of Securities shall have
occurred and be continuing, that is to say:

                  (a)      default in the payment of the principal of (or
premium, if any, on) any of the Securities of such series as and when the same
shall become due and payable either at maturity, upon redemption, by declaration
or otherwise, and continuance of such default for a period of five business days
after written notice from the trustee; or

                  (b)      default in the payment of any installment of
interest, if any, or in the payment of any Additional Amounts upon any of the
Securities of such series as and when the same shall become due and payable, and
continuance of such default for a period of thirty days after written notice
from the Trustee; or

                  (c)      failure on the part of the Corporation duly to
observe or perform any other of the covenants or agreements on the part of the
Corporation applicable to such series of the Securities or contained in this
Indenture for a period of ninety days after the date on which written notice of
such failure, requiring the Corporation to remedy the same, shall have been
given to the Corporation by the Trustee, or to the Corporation and the Trustee
by the Holders of at least twenty-five percent in aggregate principal amount of
the Securities of such series at the time outstanding; or

                  (d)      default by the Corporation or any Significant
Subsidiary in any payment of $25,000,000 or more of principal of or interest on
any Debt or in the payment of $25,000,000 or more on account of any guarantee in
respect of Debt, beyond any period of grace that may be provided in the
instrument or agreement under which such Debt or guarantee was created.

                  (e)      a court having jurisdiction in the premises shall
enter a decree or order for relief in respect of the Corporation in an
involuntary case under any applicable bankruptcy, insolvency or other similar
law now or hereafter in effect, or appoint a receiver, liquidator, assignee,
custodian, trustee, sequestrator (or similar official) of the Corporation or for
any substantial part of its property, or ordering the winding-up or liquidation
of its affairs, and such decree or order shall remain unstayed, undismissed and
unbonded and in effect for a period of ninety days; or

                                       27


                  (f)      the Corporation shall commence a voluntary case under
any applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, or shall consent to the entry of an order for relief in an involuntary
case under any such law, or shall consent to the appointment of or taking
possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator
(or similar official) of the Corporation or for a substantial part of its
property, or shall make any general assignment for the benefit of creditors;
then if an Event of Default described in clause (a), (b), (c) or (d) shall have
occurred and be continuing, and in each and every such case, unless the
principal amount of all the Securities of such series shall have already become
due and payable, either the Trustee or the Holders of not less than twenty-five
percent in aggregate principal amount of the Securities of all series affected
thereby then outstanding hereunder, by notice in writing to the Corporation (and
to the Trustee if given by Holders of such Securities) may declare the principal
amount of all the Securities (or, with respect to Original Issue Discount
Securities, such lesser amount as may be specified in the terms of such
Securities) of the series affected thereby to be due and payable immediately,
and upon any such declaration the same shall become and shall be immediately due
and payable, any provision of this Indenture or the Securities of such series to
the contrary notwithstanding, or, if an Event of Default described in clause (e)
or (f) shall have occurred and be continuing, and in each and every such case,
either the Trustee or the Holders of not less than twenty- five percent in
aggregate principal amount of all the Securities then outstanding hereunder
(voting as one class), by notice in writing to the Corporation (and to the
Trustee if given by Holders of securities), may declare the principal of all the
Securities not already due and payable (or, with respect to Original Issue
Discount Securities, such lesser amount as may be specified in the terms of such
Securities) to be due and payable immediately, and upon any such declaration the
same shall become and shall be immediately due and payable, any provision in
this Indenture or in the Securities to the contrary notwithstanding. The
foregoing provisions, however, are subject to the conditions that if, at any
time after the principal of the Securities of any one or more or all series, as
the case may be, shall have been so declared due and payable, and before any
judgment or decree for the payment of the moneys due shall have been obtained or
entered as hereinafter provided, the Corporation shall pay or shall deposit with
the Trustee a sum sufficient to pay all matured installments of interest, if
any, and all Additional Amounts, if any, due upon all the Securities of such
series or of all the Securities, as the case may be, and the principal of (and
premium, if any, on) all Securities of such series or of all the Securities, as
the case may be (or, with respect to Original Issue Discount Securities, such
lesser amount as may be specified in the terms of such Securities), which shall
have become due otherwise than by acceleration (with interest, if any, upon such
principal and premium, if any, and, to the extent that payment of such interest
is enforceable under applicable law, on overdue installments of interest and
Additional Amounts, if any, at the same rate as the rate of interest specified
in the Securities of such series, as the case may be (or, with respect to
Original Issue Discount Securities, at the rate specified in the terms of such
Securities for interest on overdue principal thereof upon maturity, redemption
or acceleration of such series, as the case may be), to the date of such payment
or deposit), and such amount as shall be payable to the Trustee pursuant to
Section 7.06, and any and all defaults under the Indenture shall have been
remedied, then and in every such case the Holders of a majority in aggregate
principal amount of the Securities of such series (or of all the Securities, as
the case may be) then outstanding, by written notice to the Corporation and to
the Trustee, may waive all defaults with respect to that series or with respect
to all Securities, as the case may be, and rescind and annul such declaration
and its consequences; but no such waiver or rescission

                                       28


and annulment shall extend to or shall affect any subsequent default or shall
impair any right consequent thereon. If the principal of all Securities shall
have been declared to be payable pursuant to this Section 6.01, in determining
whether the Holders of a majority in aggregate principal amount thereof have
waived all defaults and rescinded and annulled such declaration, all series of
Securities shall be treated as a single class and the principal amount of
Original Issue Discount Securities shall be deemed to be the amount declared
payable under the terms applicable to such Original Issue Discount Securities.

         In case the Trustee shall have proceeded to enforce any right under
this Indenture and such proceedings shall have been discontinued or abandoned
because of such rescission and annulment or for any other reason or shall have
been determined adversely to the Trustee, then and in every such case the
Corporation, Trustee and the Holders of Securities, as the case may be, shall be
restored respectively to their former positions and rights hereunder, and all
rights, remedies and powers of the Corporation, the Trustee and the Holders of
Securities, as the case may be, shall continue as though no such proceedings had
been taken.

         SECTION 6.02 PAYMENT OF SECURITIES ON DEFAULT; SUIT THEREFOR. The
Corporation covenants that (1) in case default shall be made in the payment of
any installment of interest, if any, on any of the Securities of any series or
any Additional Amounts payable in respect of any of the Securities of any
series, as and when the same shall become due and payable, and such default
shall have continued for a period of thirty days or (2) in case default shall be
made in the payment of the principal of (or premium, if any, on) any of the
Securities of any series, as and when the same shall have become due and
payable, whether upon maturity of such series or upon redemption or upon
declaration or otherwise, then upon demand of the Trustee, the Corporation shall
pay to the Trustee, for the benefit of the Holders of the Securities of such
series, and the Coupons, if any, appertaining to such Securities, the whole
amount that then shall have become due and payable on all such Securities of
such series and such Coupons, for principal (and premium, if any) or interest,
if any, or Additional Amounts, if any as the case may be, with interest upon the
overdue principal (and premium, if any) and (to the extent that payment of such
interest is enforceable under applicable law) upon overdue installments of
interest, if any, and Additional Amounts, if any, at the same rate as the rate
of interest specified in the Securities of such series (or, with respect to
Original Issue Discount Securities, at the rate specified in the terms of such
Securities for interest on overdue principal thereof upon maturity, redemption
or acceleration); and, in addition thereto, such further amounts as shall be
payable pursuant to Section 7.06.

         In case the Corporation shall fail forthwith to pay such amounts upon
such demand, the Trustee, in its own name and as trustee of an express trust,
shall be entitled and empowered to institute any action or proceedings at law or
in equity for the collection of the sums so due and unpaid, and may prosecute
any such action or proceedings to judgment or final decree, and may enforce any
such judgment or final decree against the Corporation or other obligor upon such
Securities and collect in the manner provided by law out of the property of the
Corporation or other obligor upon such Securities wherever situated the moneys
adjudged or decreed to be payable.

         In case there shall be pending proceedings for the bankruptcy or for
the reorganization of the Corporation or any other obligor upon Securities of
any series under Title 11 of the United

                                       29


States Code or any other applicable law, or in case a receiver or trustee shall
have been appointed for the property of the Corporation or such other obligor,
or in case of any other judicial proceedings relative to the Corporation or such
other obligor, or to the creditors or property of the Corporation or such other
obligor, the Trustee, irrespective of whether the principal of the Securities of
such series shall then be due and payable as therein expressed or by declaration
or otherwise and irrespective of whether the Trustee shall have made any demand
pursuant to the provisions of this Section, shall be entitled and empowered, by
intervention in such proceedings or otherwise, to file and prove a claim or
claims for the whole amount of principal (or, with respect to Original Issue
Discount Securities, such portion of the principal amount as may be specified in
the terms of that series), and premium, if any, interest, if any, and Additional
Amounts, if any, owing and unpaid in respect of the Securities of such series,
and to file such other papers or documents as may be necessary or advisable in
order to have the claims of the Trustee under Section 7.06 and of the Holders of
the Securities and Coupons of such series allowed in any such judicial
proceedings relative to the Corporation or other obligor upon the Securities of
such series, or to the creditors or property of the Corporation or such other
obligor, and to collect and receive any moneys or other property payable or
deliverable on any such claims, and to distribute all amounts received with
respect to the claims of the Securityholders of such series and of the Trustee
on their behalf; and any receiver, assignee or trustee in bankruptcy or
reorganization is hereby authorized by each of the Holders of the Securities and
Coupons of such series to make payments to the Trustee and, in the event that
the Trustee shall consent to the making of payments directly to the
Securityholders of such series, to pay to the Trustee such amount as shall be
sufficient to cover reasonable compensation to the Trustee, its agents,
attorneys and counsel, and all other reasonable expenses and liabilities
incurred, and all advances made, by the Trustee except as a result of its
negligence or bad faith.

         Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof, or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.

         All rights of action and of asserting claims under this Indenture, or
under any of the Securities, may be enforced by the Trustee without the
possession of any of the Securities or Coupons appertaining to such Securities,
or the production thereof in any trial or other proceedings relative thereto,
and any such action or proceedings instituted by the Trustee shall be brought in
its own name and as trustee of an express trust, and any recovery of judgment
shall be for the ratable benefit of the Holders of the Securities or Coupons
appertaining thereto.

         In case of a default hereunder the Trustee may in its discretion
proceed to protect and enforce the rights vested in it by this Indenture by such
appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any of such rights, either at law or in equity or in
bankruptcy or otherwise, whether for the specific enforcement of any covenant or
agreement contained in this Indenture or in aid of the exercise of any power
granted in this Indenture, or to enforce any other legal or equitable right
vested in the Trustee by this Indenture or by law.

         SECTION 6.03 APPLICATION OF MONEYS COLLECTED BY TRUSTEE. Any moneys
collected by the Trustee pursuant to Section 6.02 shall be applied in the
following order, at the date or dates

                                       30


fixed by the Trustee and, in case of the distribution of such moneys on account
of principal (or premium, if any) or interest, if any, upon presentation of the
several Securities and Coupons in respect of which moneys have been collected,
and stamping thereon the payment, if only partially paid, and upon surrender
thereof, if fully paid:

         FIRST: To the payment of the amounts payable to the Trustee pursuant to
Section 7.06;

         SECOND: In case the principal of the Securities in respect of which
moneys have been collected shall not have become due, to the payment of
interest, if any, and Additional Amounts, if any, on the Securities of such
series in the order of the maturity of the installments of such interest, with
interest (to the extent that such interest has been collected by the Trustee)
upon the overdue installments of interest and Additional Amounts, if any, at the
same rate as the rate of interest, if any, specified in the Securities of such
series (or, with respect to Original Issue Discount Securities, at the rate
specified in the terms of such Securities for interest on overdue principal
thereof upon maturity, redemption or acceleration), such payments to be made
ratably to the persons entitled thereto, without discrimination or preference;
and

         THIRD: In case the principal of the Securities in respect of which
moneys have been collected shall have become due, by declaration or otherwise,
to the payment of the whole amount then owing and unpaid upon the Securities of
such series for principal (and premium, if any), interest, if any, and
Additional Amounts, if any, and (to the extent that such interest has been
collected by the Trustee) upon overdue installments of interest, if any, and
Additional Amounts, if any, at the same rate as the rate of interest specified
in the Securities of such series (or, with respect to Original Issue Discount
Securities, at the rate specified in the terms of such Securities for interest
on overdue principal thereof upon maturity, redemption or acceleration); and in
case such moneys shall be insufficient to pay in full the whole amount so due
and unpaid upon the Securities of such series, then to the payment of such
principal (and premium, if any), interest, if any, and Additional Amounts, if
any, without preference or priority of principal (and premium, if any), over
interest, if any, and Additional Amounts, if any, or of interest, if any, and
Additional Amounts, if any, over principal (and premium, if any), or of any
installment of interest, if any, or Additional Amounts, if any, over any other
installment of interest, if any, or Additional Amounts, if any, or of any
Security of such series over any other Security of such series, ratably to the
aggregate of such principal (and premium, if any), and accrued and unpaid
interest, if any, and Additional Amounts, if any.

         SECTION 6.04 PROCEEDINGS BY SECURITYHOLDERS. No Holder of any Security
of any series or of any Coupon appertaining thereto shall have any right by
virtue or by availing of any provision of this Indenture to institute any action
or proceedings at law or in equity or in bankruptcy or otherwise, upon or under
or with respect to this Indenture, or for the appointment of a receiver or
trustee, or for any other remedy hereunder, unless such Holder previously shall
have given to the Trustee written notice of default and of the continuance
thereof, as hereinbefore provided, and unless also the Holders of not less than
twenty-five percent in aggregate principal amount of the Securities of such
series then outstanding or, in the case of any Event of Default described in
clause (d) or (e) of Section 6.01, twenty-five per cent in aggregate principal
amount of all the Securities at the time outstanding (voting as one class) shall
have made written request upon the Trustee to institute such action or
proceedings in its own name as Trustee hereunder and shall have offered to the
Trustee such reasonable indemnity as it may

                                       31


require against the costs, expenses and liabilities to be incurred therein or
thereby, and the Trustee for sixty days after its receipt of such notice,
request and offer of indemnity shall have failed to institute any such action or
proceedings and no direction inconsistent with such written request shall have
been given to the Trustee pursuant to Section 6.06; it being understood and
intended and being expressly covenanted by the taker and Holder of every
Security with every other taker and Holder and the Trustee, that no one or more
Holders of Securities or Coupons appertaining to such Securities shall have any
right in any manner whatever by virtue of or by availing himself, herself or
itself of any provision of this Indenture to affect, disturb or prejudice the
rights of any other Holder of Securities or Coupons appertaining to such
Securities, or to obtain or seek to obtain priority over or preference to any
other such Holder or to enforce any right under this Indenture, except in the
manner herein provided and for the equal, ratable and common benefit of all
Holders of Securities and Coupons. For the protection and enforcement of the
revisions of this Section, each and every Securityholder and the Trustee shall
be entitled to such relief as can be given either at law or in equity.

         Notwithstanding any other provisions in this Indenture, however, the
right of any Holder of any Security to receive payment of the principal of (and
premium, if any) and interest, if any, and Additional Amounts, if any, on such
Security or Coupon, on or after the respective due dates expressed in such
Security or Coupon, or to institute suit for the enforcement of any such payment
on or after such respective dates, shall not be impaired or affected without the
consent of such Holder. With respect to Original Issue Discount Securities,
principal shall mean such amount as shall be due and payable as may be specified
in the terms of such Securities.

         SECTION 6.05 REMEDIES CUMULATIVE AND CONTINUING. All powers and
remedies given by this Article Six to the Trustee or to the Holders of
Securities or Coupons shall, to the extent permitted by law, be deemed
cumulative and not exclusive of any thereof or of any other powers and remedies
available to the Trustee or the Holders of Securities or Coupons, by judicial
proceedings or otherwise, to enforce the performance or observance of the
covenants and agreements contained in this Indenture, and no delay or omission
of the Trustee or of any Holder of any of the Securities or Coupons to exercise
any right or power accruing upon any default occurring and continuing as
aforesaid shall impair any such right or power or shall be construed to be a
waiver of any such default or an acquiescence therein; and, subject to the
provisions of Section 6.04, every power and remedy given by this Article Six or
by law to the Trustee or to the Holders of Securities or Coupons may be
exercised from time to time, and as often as shall be deemed expedient, by the
Trustee or by the Holders of Securities or Coupons, as the case may be.

         SECTION 6.06 DIRECTION OF PROCEEDINGS. The Holders of a majority in
aggregate principal amount of the Securities of any or all series affected
(voting as one class) at the time outstanding shall have the right to direct the
time, method, and place of conducting any proceeding for any remedy available to
the Trustee, or exercising any trust or power conferred on the Trustee;
provided, however, that (i) such direction shall not be in conflict with any
rule of law or with this Indenture, (ii) the Trustee may take any other action
deemed proper by the Trustee that is not inconsistent with such direction and
(iii) the Trustee shall have the right to decline to follow any such direction
if the Trustee, being advised by counsel, determines that the action or
proceedings so directed would be prejudicial to the Holders not joining in such
direction or may not lawfully be taken or if the Trustee in good faith by its
board of directors or

                                       32


executive committee or a trust committee of directors or trustees and/or
responsible officers shall determine that the action or proceedings so directed
would involve the Trustee in personal liability.

         Prior to any declaration accelerating the maturity of the Securities of
any series, the holders of a majority in aggregate principal amount of the
Securities of such series at the time outstanding may on behalf of the Holders
of all of the Securities of such series waive any past default or Event of
Default hereunder and its consequences, except a default in the payment of
principal of (premium, if any) or interest, if any, or Additional Amounts, if
any, on any Securities of such series or in respect of a covenant or provision
hereof that may not be modified or amended without the consent of the Holders of
each outstanding Security of such series affected. Upon any such waiver the
Corporation, the Trustee and the Holders of the Securities of such series shall
be restored to their former positions and rights hereunder, respectively, but no
such waiver shall extend to any subsequent or other default or Event of Default
or impair any right consequent thereon. Whenever any default or Event of Default
hereunder shall have been waived as permitted by this Section 6.06, said default
or Event of Default shall for all purposes of the Securities of such series and
this Indenture be deemed to have been cured and to be not continuing.

         SECTION 6.07 NOTICE OF DEFAULTS. The Trustee shall, within ninety days
after the occurrence of a default with respect to the Securities of any series,
give notice of all defaults with respect to that series known to the Trustee (i)
if any Unregistered Securities of that series are then outstanding, to the
Holders thereof, by publication at least once in an Authorized Newspaper in the
Borough of Manhattan, The City of New York and at least once in an Authorized
Newspaper in London (and, if required by Section 4.04, at least once in an
Authorized Newspaper in Luxembourg), (ii) if any Unregistered Securities of that
series are then outstanding, to all Holders thereof who have filed their names
and addresses with the Trustee as described in Section 313(c) of the Trust
Indenture Act of 1939, by mailing such notice to such Holders at such addresses
and (iii) to all Holders of then outstanding Registered Securities of that
series, by mailing such notice to such Holders at their addresses as they shall
appear on the Security Register, unless in each case such defaults shall have
been cured before the mailing or publication of such notice (the term "defaults"
for the purpose of this Section being hereby defined to be the events specified
in Sections 6.01(a), (b), (c), (d), (e) and (f) and any additional events
specified in the terms of any series of Securities pursuant to Section 2.01, not
including periods of grace, if any, provided for therein, and irrespective of
the giving of written notice specified in Section 6.01(c) or in the terms of any
Securities established pursuant to Section 2.01); and provided that, except in
the case of default in the payment of the principal of (premium, if any),
interest, if any, or Additional Amounts, if any, on any of the Securities of
such series, the Trustee shall be protected in withholding such notice if and so
long as the board of directors, the executive committee, or a trust committee of
directors or responsible officers of the Trustee in good faith determines that
the withholding of such notice is in the interests of the Holders of the
Securities of such series.

         SECTION 6.08 UNDERTAKING TO PAY COSTS. All parties to this Indenture
agree, and each Holder of any Security by his, her or its acceptance thereof
shall be deemed to have agreed, that any court may in its discretion require, in
any suit for the enforcement of any right or remedy under this Indenture, or in
any suit against the Trustee for any action taken or omitted by it as

                                       33


Trustee, the filing by any party litigant in such suit of an undertaking to pay
the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys' fees, against any party
litigant in such suit, having due regard to the merits and good faith of the
claims or defenses made by such party litigant; provided that, the provisions of
this Section shall not apply to any suit instituted by the Trustee, to any suit
instituted by any Securityholders of any series, or group of such
Securityholders, holding in the aggregate more than ten percent in aggregate
principal amount of all Securities (voting as one class) or to any suit
instituted by any Securityholders for the enforcement of the payment of the
principal of (or premium, if any), interest, if any, or Additional Amounts, if
any, on any Security on or after the due date expressed in such Security.

                                  ARTICLE VII

                             CONCERNING THE TRUSTEE.

         SECTION 7.01 DUTIES AND RESPONSIBILITIES OF TRUSTEE. The Trustee, prior
to the occurrence of an Event of Default of a particular series and after the
curing of all Events of Default of such series that may have occurred,
undertakes to perform such duties and only such duties as are specifically set
forth in this Indenture. In case an Event of Default with respect to a
particular series has occurred (which has not been cured) the Trustee shall
exercise such of the rights and powers vested in it, by this Indenture, and use
the same degree of care and skill in its exercise, as a prudent man would
exercise or use under the circumstances in the conduct of his own affairs.

         No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act, or its own willful misconduct, except that:

                  (a)      prior to the occurrence of an Event of Default with
respect to a particular series and after the curing of all Events of Default
with respect to such series that may have occurred:

                           (1)      the duties and obligations of the Trustee
with respect to such series shall be determined solely by the express provisions
of this Indenture, and the Trustee shall not be liable except for the
performance of such duties and obligations as are specifically set forth in this
Indenture, and no implied covenants or obligations shall be read into this
Indenture against the Trustee; and

                           (2)      in the absence of bad faith on the part of
the Trustee, the Trustee may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon any
certificates or opinions furnished to the Trustee and conforming to the
requirements of this Indenture; but in the case of any such certificates or
opinions which by any provision hereof are specifically required to be furnished
to the Trustee, the Trustee shall be under a duty to examine the same to
determine whether or not they conform to the requirements of this Indenture;

                                       34


                  (b)      the Trustee shall not be liable for any error of
judgment made in good faith by a responsible officer or officers, unless it
shall be proved that the Trustee was negligent in ascertaining the pertinent
facts; and

                  (c)      the Trustee shall not be liable with respect to any
action taken or omitted to be taken by it in good faith in accordance with the
direction of the Holders of Securities pursuant to Section 6.06 relating to the
time, method and place, of conducting any proceeding for any remedy available to
the Trustee, or exercising any trust or power conferred upon the Trustee, under
this Indenture.

         No provision of this Indenture shall be construed as requiring the
Trustee to expend or risk its own funds or otherwise to incur any personal
financial liability in the performance of any of its duties hereunder, or in the
exercise of any of its rights or powers, if there shall be reasonable grounds
for believing that repayment of such funds or adequate indemnity against such
risk or liability is not reasonably assured to it.

         SECTION 7.02 RELIANCE ON DOCUMENTS, OPINIONS, ETC. Subject to the
provisions of Section 7.01:

                  (a)      the Trustee may rely, and shall be protected in
acting or refraining from acting, upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, bond, debenture,
note, Coupon or other paper or document believed by it to be genuine and to have
been signed or presented by the proper party or parties;

                  (b)      any request, direction, order or demand of the
Corporation mentioned herein shall be sufficiently evidenced by an instrument
signed in the name of the Corporation by the Chairman of the Board of Directors
or any Vice Chairman of the Board of Directors or the President or any Vice
President or the Treasurer and by the Secretary or any Assistant Secretary or,
if the other signatory is other than the Treasurer, any Assistant Treasurer
(unless other evidence in respect thereof be herein specifically prescribed);
and a Board Resolution may be evidenced to the Trustee by a copy thereof
certified by the Secretary or any Assistant Secretary of the Corporation;

                  (c)      the Trustee may consult with counsel and any advice
or Opinion of Counsel shall be full and complete authorization and protection in
respect of any action taken or suffered by it hereunder in good faith and in
accordance with such advice or Opinion of Counsel;

                  (d)      the Trustee shall be under no obligation to exercise
any of the rights or powers vested in it by this Indenture at the request, order
or direction of any of the Securityholders, pursuant to the provisions of this
Indenture, unless such Securityholders shall have offered to the Trustee
reasonable security or indemnity against the costs, expenses, and liabilities
which might be incurred therein or thereby;

                  (e)      the Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture, note, coupon or other paper or document, but the
Trustee, in its discretion, may make such further inquiry or investigation into
such facts or

                                       35


matters as it may see fit, and, if the Trustee shall determine to make such
further inquiry or investigation, it shall be entitled to examine the relevant
books, records and premises of the Corporation, personally or by agent or
attorney;

                  (f)      the Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys, provided, however, that the Trustee shall be responsible
for any misconduct or negligence on the part of any agent or attorney appointed
by it hereunder; and

                  (g)      the Trustee shall not be liable for any action taken
by it in good faith and believed by it to be authorized or within the discretion
or rights or powers conferred upon it by this Indenture.

         SECTION 7.03 NO RESPONSIBILITY FOR RECITALS, ETC. The recitals
contained herein and in the Securities, other than the Trustee's certificate of
authentication, shall be taken as the statements of the Corporation, and the
Trustee assumes no responsibility for the correctness of the same. The Trustee
makes no representations as to the validity or sufficiency of this Indenture or
of the Securities, provided that the Trustee shall not be relieved of its duty
to authenticate Securities only as authorized by this Indenture. The Trustee
shall not be accountable for the use or application by the Corporation of
Securities or the proceeds thereof.

         SECTION 7.04 OWNERSHIP OF SECURITIES OR COUPONS. The Trustee or any
agent of the Corporation or of the Trustee, in its individual or any other
capacity, may become the owner or pledgee of Securities or Coupons with the same
rights it would have if it were not Trustee, or an agent of the Corporation or
of the Trustee.

         SECTION 7.05 MONEYS TO BE HELD IN TRUST. Subject to the provisions of
Sections 12.04 and 12.05 hereof, all moneys received by the Trustee or any
paying agent shall, until used or applied as herein provided, be held in trust
for the purposes for which they were received but need not be segregated from
other funds except to the extent required by law. Neither the Trustee nor any
paying agent shall be under any liability for interest on any moneys received by
it hereunder except such as it may agree with the Corporation to pay thereon. So
long as no Event of Default shall have occurred and be continuing, all interest
allowed on any such moneys shall be paid from time to time upon the written
order of the Corporation, signed by its Chairman of the Board of Directors or
any Vice Chairman of the Board of Directors or its President or any Vice
President or its Treasurer or any Assistant Treasurer.

         SECTION 7.06 COMPENSATION AND EXPENSES OF TRUSTEE. The Corporation
covenants and agrees to pay to the Trustee from time to time, and the Trustee
shall be entitled to, reasonable compensation, and, except as otherwise
expressly provided, the Corporation will pay or reimburse the Trustee upon its
request for all reasonable expenses, disbursements and advances incurred or made
by the Trustee in accordance with any of the provisions of this Indenture
(including the reasonable compensation, expenses and disbursements of its
counsel and of all persons not regularly in its employ) except any such expense,
disbursement or advance as may arise from its negligence or bad faith. If any
property other than cash shall at any time be subject to the lien of this
Indenture, the Trustee, if and to the extent authorized by a receivership or
bankruptcy court of competent jurisdiction or by the supplemental instrument
subjecting such

                                       36


property to such lien, shall be entitled to make advances for the purpose of
preserving such property or of discharging tax liens or other prior liens or
encumbrances hereon. The Corporation also covenants to indemnify the Trustee
for, and to hold it harmless against, any loss, liability or reasonable expense
incurred without negligence or bad faith on the part of the Trustee, arising out
of or in connection with the acceptance or administration of this trust,
including the reasonable costs and expenses of defending itself against any
claim of liability in the premises. The obligations of the Corporation under
this Section to compensate the Trustee and to pay or reimburse the Trustee for
reasonable expenses, disbursements and advances shall constitute additional
indebtedness hereunder. Such additional indebtedness shall be secured by a lien
prior to that of the Securities upon all property and funds held or collected by
the Trustee as such, except funds held in trust for the benefit of the Holders
of particular Securities or Coupons.

         SECTION 7.07 OFFICERS' CERTIFICATE AS EVIDENCE. Subject to the
provisions of Section 7.01, whenever in the administration of the provisions of
this Indenture the Trustee shall deem it necessary or desirable that a matter be
proved or established prior to taking or suffering any action to be taken
hereunder, such matter (unless other evidence in respect thereof be herein
specifically prescribed) may, in the absence of negligence or bad faith on the
part of the Trustee, be deemed to be conclusively proved and established by an
Officers' Certificate delivered to the Trustee, and such Certificate, in the
absence of negligence or bad faith on the part of the Trustee, shall be full
warrant to the Trustee for any action taken, suffered or omitted by it under the
provisions of this Indenture upon the faith thereof.

         SECTION 7.08 CONFLICTING INTEREST OF TRUSTEE. The Trustee shall comply
with Section 310(b) of the Trust Indenture Act of 1939.

         SECTION 7.09 ELIGIBILITY OF TRUSTEE. There shall at all times be a
trustee hereunder which shall be a corporation organized and doing business
under the laws of the United States or of any State or Territory thereof or of
the District of Columbia, which (a) is authorized under such laws to exercise
corporate trust powers and (b) is subject to supervision or examination by
Federal, State, Territorial or District of Columbia authority and (c) shall have
at all times a combined capital and surplus of not less than U.S. $50 million.
If such corporation publishes reports of condition at least annually, pursuant
to law, or to the requirements of the aforesaid supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such corporation at any time shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section or Section 310(a)(5) of the Trust
Indenture Act of 1939, the Trustee shall resign immediately in the manner and
with the effect specified in Section 7.10.

         SECTION 7.10 RESIGNATION OR REMOVAL OF TRUSTEE.

                  (a)      The Trustee, or any trustee or trustees hereafter
appointed, may, upon sixty days written notice to the Corporation, at any time
resign with respect to one or more or all series by giving written notice of
resignation to the Corporation (i) if any Unregistered Securities of a series
affected are then outstanding, by giving notice of such resignation to the
Holders thereof, by publication at least once in an Authorized Newspaper in
London (and, if required by Section 4.04, at least once in an Authorized
Newspaper in Luxembourg), (ii) if any Unregistered

                                       37


Securities of a series affected are then outstanding, by mailing notice of such
resignation to the Holders thereof who have filed their names and addresses with
the Trustee as described in Section 313(c) of the Trust Indenture Act of 1939 at
such addresses as were so furnished to the Trustee and (iii) by mailing notice
of such resignation to the Holders of then outstanding Registered Securities of
each series affected at their addresses as they shall appear on the Security
Register. Upon receiving such notice of resignation the Corporation shall
promptly appoint a successor trustee with respect to the applicable series by
written instrument, in duplicate, executed by order of the Board of Directors of
the Corporation, one copy of which instrument shall be delivered to the
resigning Trustee and one copy to the successor trustee. If no successor trustee
shall have been so appointed and have accepted appointment within thirty days
after the mailing of such notice of resignation to the Securityholders, the
resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor trustee, or any Securityholder who has been a bona
fide Holder of a Security or Securities of the applicable series for at least
six months may, subject to the provisions of Section 6.08, on behalf of himself,
herself or itself and all others similarly situated, petition any such court for
the appointment of a successor trustee. Such court may thereupon, after such
notice, if any, as it may deem proper and prescribe, appoint a successor
trustee.

                  (b)      In case at any time any of the following shall occur:

                           (i)      the Trustee shall fail to comply with
Section 7.08 with respect to any series of Securities after written request
therefor by the Corporation or by any Securityholder who has been a bona fide
Holder of a Security or Securities of such series for at least six months, or

                           (ii)     the Trustee shall cease to be eligible in
accordance with the provision of Section 7.09 with respect to any series of
Securities and shall fail to resign after written request therefor by the
Corporation or by any such Securityholder, or

                           (iii)    the Trustee shall become incapable of acting
with respect to any series of Securities, or shall be adjudged a bankrupt or
insolvent, or a receiver of the Trustee or of its property shall be appointed,
or any public officer shall take charge or control of the Trustee or of its
property or affairs for the purpose of rehabilitation, conservation or
liquidation, then, in any such case, the Corporation may remove the Trustee with
respect to the applicable series of Securities and appoint a successor trustee
with respect to such series by written instrument, in duplicate, executed by
order of the Board of Directors of the Corporation, one copy of which instrument
shall be delivered to the Trustee so removed and one copy to the successor
trustee, or, subject to the provisions of Section 6.08, any Securityholder of
such series who has been a bona fide Holder of a Security or Securities of the
applicable series for at least six months may, on behalf of himself, herself or
itself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
trustee with respect to such series. Such court may thereupon, after such
notice, if any, as it may deem proper and prescribe, remove the Trustee and
appoint a successor trustee.

                  (c)      The Holders of a majority in aggregate principal
amount of the Securities of all series (voting as one class) at the time
outstanding may at any time remove the Trustee

                                       38


with respect to Securities of all series and appoint a successor trustee with
respect to the Securities of all series.

                  (d)      Any resignation or removal of the Trustee and any
appointment of a successor trustee pursuant to any of the provisions of this
Section shall become effective upon acceptance of appointment by the successor
trustee as provided in Section 7.11.

         SECTION 7.11 ACCEPTANCE BY SUCCESSOR TRUSTEE. Any successor trustee
appointed as provided in Section 7.10 shall execute, acknowledge and deliver to
the Corporation and to its predecessor trustee an instrument accepting such
appointment hereunder, and thereupon the resignation or removal the predecessor
trustee with respect to all or any applicable series shall become effective and
such successor trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, duties and obligations with respect
to such series of its predecessor hereunder, with like effect as if originally
named as trustee herein; but, on the written request of the Corporation or of
the successor trustee, the trustee ceasing to act shall, upon payment of any
amounts then due it pursuant to the provisions of Section 7.06, execute and
deliver an instrument transferring to such successor trustee all the rights and
powers of the trustee so ceasing to act. Upon request of any such successor
trustee, the Corporation shall execute any and all instruments in writing in
order more fully and certainly to vest in and confirm to such successor trustee
all such rights and powers. Any trustee ceasing to act shall, nevertheless,
retain a lien upon all property or funds held or collected by such trustee to
secure any amounts then due it pursuant to the provisions of Section 7.06.

         In case of the appointment hereunder of a successor trustee with
respect to the Securities of one or more (but not all) series, the Corporation,
the predecessor Trustee and each successor trustee with respect to the
Securities of any applicable series shall execute and deliver an indenture
supplemental hereto that shall contain such provisions as shall be deemed
necessary or desirable to confirm that all the rights, powers, trusts and duties
of the predecessor Trustee with respect to the Securities of any series as to
which the predecessor Trustee is not retiring shall continue to be vested in the
predecessor Trustee, and shall add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one trustee, it being understood that
nothing herein or in such supplemental indenture shall constitute such trustees
co-trustees of the same trust and that each such trustee shall be trustee of a
trust or trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such trustee.

         No successor trustee shall accept appointment as provided in this
Section unless at the time of such acceptance such successor trustee shall be
qualified under the provisions of Section 7.08 and eligible under the provisions
of Section 7.09.

         Upon acceptance of appointment by a successor trustee as provided in
this Section, the Corporation shall give notice of the succession of such
trustee hereunder (a) if any Unregistered Securities of a series affected are
then outstanding, to the Holders thereof by publication of such notice at least
once in an Authorized Newspaper in the Borough of Manhattan, The City of New
York and at least once in an Authorized Newspaper in London (and, if required by
Section 4.04, at least once in an Authorized Newspaper in Luxembourg), (b) if
any Unregistered Securities of a series affected are then outstanding, to the
Holders thereof who have filed their names and

                                       39


addresses with the Trustee pursuant to Section 313(c) of the Trust Indenture
Act, by mailing such notice to such Holders at such addresses as were so
furnished to the Trustee (and the Trustee shall make such information available
to the Corporation for such purpose) and (c) to the Holders of Registered
Securities of each series affected, by mailing such notice to such Holders at
their addresses as they shall appear on the Security Register. If the
Corporation fails to mail such notice in the prescribed manner within ten days
after the acceptance of appointment by the successor trustee, the successor
trustee shall cause such notice to be so given at the expense of the
Corporation.

         SECTION 7.12 SUCCESSOR BY MERGER, ETC. Any corporation into which the
Trustee may be merged or converted or with which it may be consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the
Trustee shall be a party, or any corporation succeeding to the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be qualified under the provisions of Section
7.08 and eligible under the provisions of Section 7.09, without the execution or
filing of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding.

         SECTION 7.13 LIMITATIONS ON RIGHTS OF TRUSTEE AS CREDITOR. The Trustee
shall comply with Section 311(a) and Section 311(b) of the Trust Indenture Act
of 1939.

                                  ARTICLE VIII

                         CONCERNING THE SECURITYHOLDERS.

         SECTION 8.01 ACTION BY SECURITYHOLDERS. Whenever in this Indenture it
is provided that the Holders of a specified percentage in aggregate principal
amount of the Securities of any or all series may take any action (including the
making of any demand or request, the giving of any notice, consent or waiver or
the taking of any other action), the fact that at the time of taking any such
action the Holders of such specified percentage have joined therein may be
evidenced (a) by any instrument or any number of instruments of similar tenor
executed by Securityholders in person or by agent or proxy appointed in writing,
or (b) by the record of the Holders of Securities voting in favor thereof at any
meeting of Securityholders duly called and held in accordance with the
provisions of Article Nine, or (c) by a combination of such instrument or
instruments and any such record of such a meeting of Securityholders.

         In determining whether the Holders of a specified percentage in
aggregate principal amount of the Securities have taken any action (including
the making of any demand or request, the waiving of any notice, consent or
waiver or the taking of any other action), the principal amount of any Original
Issue Discount Security that may be counted in making such determination and
that shall be deemed to be outstanding for such purposes shall be equal to the
amount of the principal thereof that could be declared to be due and payable
upon an Event of Default pursuant to the terms of such Original Issue Discount
Security at the time the taking of such action is evidence to the Trustee.

                                       40


         SECTION 8.02 PROOF OF EXECUTION BY SECURITYHOLDERS. Subject to the
provisions of Sections 7.01, 7.02 and 9.05, proof of the execution of any
instrument by a Securityholder or its agent or proxy shall be sufficient if made
in the following manner:

                  (a)      In the case of Holders of Unregistered Securities,
the fact and date of the execution by any such person of any instrument may be
proved by the certificate of any notary public or other officer of any
jurisdiction authorized to take acknowledgments of deeds or administer oaths
that the person executing such instruments acknowledged to him the execution
thereof or by an affidavit of a witness to such execution sworn to before any
such notary or other such officer. Where such execution is by or on behalf of
any legal entity other than an individual, such certificate or affidavit shall
also constitute sufficient proof of the authority of the person executing the
same. The fact of the holding by any Holder of a Security of any series, and the
identifying number of such Security and the date of his holding the same, may be
proved by the production of such Security or by a certificate executed by any
trust company, bank, banker or recognized securities dealer wherever situated
satisfactory to the Trustee, if such certificate shall be deemed by the Trustee
to be satisfactory. Each such certificate shall be dated and shall state that on
the date thereof a Security of such series bearing a specified identifying
number was deposited with or exhibited to such trust company, bank, banker or
recognized securities dealer by the person named in such certificate. Any such
certificate may be issued in respect of one or more Securities of one or more
series specified therein. The holding by the person named in any such
certificate of any Securities of any series specified therein shall be presumed
to continue for a period of one year from the date of such certificate unless at
the time of any determination of such holding (1) another certificate bearing a
later date issued in respect of the same Securities shall be produced, or (2)
the Security of such series specified in such certificate shall be produced by
some other person, or (3) the Security of such series specified in such
certificates shall have ceased to be outstanding. Subject to Sections 7.01, 7.02
and 9.05, the fact and date of the execution of any such instrument and the
amount and numbers of Securities of any series held by the person so executing
such instrument and the amount and numbers of any Security or Securities for
such series may also be proven in accordance with such reasonable rules and
regulations as may be prescribed by the Trustee for such series or in any other
manner that the Trustee for such series may deem sufficient.

                  (b)      In the case of Registered Securities, the ownership
of such Securities shall be proved by the Security Register or by a certificate
of the Security Registrar.

         SECTION 8.03 WHO ARE DEEMED ABSOLUTE OWNERS. The Corporation, the
Trustee, any paying agent, any transfer agent and any Security Registrar may
treat the Holder of any Unregistered Security and the Holder of any Coupon as
the absolute owner of such Unregistered Security or Coupon (whether or not such
Unregistered Security or Coupon shall be overdue) for the purpose of receiving
payment thereof or on account thereof and for all other purposes and neither the
Corporation, the Trustee, any paying agent, any transfer agent nor any Security
Registrar shall be affected by any notice to the contrary. The Corporation, the
Trustee, any paying agent, any transfer agent and any Security Registrar may,
subject to Section 2.04 hereof, treat the person in whose name a Registered
Security shall be registered upon the Security Register as the absolute owner of
such Registered Security (whether or not such Registered Security shall be
overdue) for the purpose of receiving payment thereof or on account thereof

                                       41


and for all other purposes and neither the Corporation, the Trustee, any paying
agent, any transfer agent nor any Security Registrar shall be affected by any
notice to the contrary.

         SECTION 8.04 CORPORATION-OWNED SECURITIES DISREGARDED. In determining
whether the Holders of the required aggregate principal amount of Securities
have concurred in any direction, consent or waiver under this Indenture,
Securities that are owned by the Corporation or by any person directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Corporation, shall be disregarded and deemed not to be
outstanding for the purpose of any such determination, except that for the
purpose of determining whether the Trustee shall be protected in relying on any
such direction, consent or waiver only Securities that the Trustee knows are so
owned shall be disregarded. Securities so owned that have been pledged in good
faith may be regarded as outstanding for the purposes of this Section if the
pledgee shall establish to the satisfaction of the Trustee the pledgee's right
to vote such Securities and that the pledgee is not a person directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Corporation. In the case of a dispute as to such right, any
decision by the Trustee taken upon the advice of counsel shall be full
protection to the Trustee.

         SECTION 8.05 REVOCATION OF CONSENTS; FUTURE SECURITYHOLDERS BOUND. At
any time prior to the taking of any action by the Holders of the percentage in
aggregate principal amount of the Securities specified in this Indenture in
connection with such action, any Holder of a Security the identifying number of
which is shown by the evidence to be included in the Securities the Holders of
which have consented to such action may, by filing written notice with the
Trustee at its office and upon proof of holding as provided in Section 8.02,
revoke such action so far as concerns such Security. Except as aforesaid any
such action taken by the Holder of any Security shall be conclusive and binding
upon such Holder and upon all future Holders and owners of such Security and of
any Security issued in exchange or substitution therefor irrespective of whether
or not any notation in regard thereto is made upon such Security. Any action
taken by the Holders of the percentage in aggregate principal amount of the
Securities specified in this Indenture in connection with such action shall be
conclusively binding upon the Corporation, the Trustee and the Holders of all
the Securities of each series intended to be affected thereby.

         SECTION 8.06 SECURITIES IN A FOREIGN CURRENCY. Unless otherwise
specified in an Officers' Certificate delivered pursuant to Section 2.01 of this
Indenture or in an indenture supplemental hereto with respect to a particular
series of Securities, on any day when for purposes of this Indenture any action
may be taken by the Holders of a specified percentage in aggregate principal
amount of two or more series of outstanding Securities and, at such time, there
are outstanding Securities of at least one such series that are denominated in a
coin or currency other than that of at least one other such series, then the
principal amount of Securities of each such series (other than any such series
denominated in U.S. Dollars) that shall be deemed to be outstanding for the
purpose of taking such action shall be that amount of U.S. Dollars that could be
obtained for such amount at the Market Exchange Rate. For purposes of this
Section 8.06, "Market Exchange Rate" shall mean (i) for any conversion involving
a Currency unit on the one hand and dollars or any foreign currency on the
other, the exchange rate between the relevant Currency unit and dollars or such
foreign currency, (ii) for any conversion of dollars into any foreign currency,
the noon U.S. Dollar buying rate for such foreign currency for cable

                                       42


transfers quoted in The City of New York on such day as certified for customs
purposes by the Federal Reserve Bank of New York and (iii) for any conversion of
one foreign currency into dollars or another foreign currency, the spot rate at
noon local time in the relevant market at which, in accordance with normal
banking procedures, the dollars or foreign currency into which conversion is
being made could be purchased with the foreign currency from which conversion is
being made from major banks located in either New York City, London or any other
principal market for dollars or such purchased foreign currency. In the event of
the unavailability of any of the exchange rates provided for in the foregoing
clauses (i), (ii) and (iii) the Trustee shall use, in its sole discretion and
without liability on its part, such quotation of the Federal Reserve Bank of New
York as of the most recent available date, or quotations from one or more major
banks in New York City, London or other principal market for such Currency or
Currency unit in question, or such other quotations as the Trustee shall deem
appropriate. Unless otherwise specified by the Trustee, if there is more than
one market for dealing in any Currency or Currency unit by reason of foreign
exchange regulations or otherwise, the market to be used in respect of such
Currency or Currency unit shall be that upon which a nonresident issuer of
securities designated in such Currency or Currency unit would purchase such
Currency or Currency unit in order to make payments in respect of such
securities. The provisions of this paragraph shall apply in determining the
equivalent number of votes that each Securityholder or proxy shall be entitled
to pursuant to Section 9.05, in respect of Securities of a series denominated in
a currency other than U.S. Dollars.

                  All decisions and determinations of the Corporation regarding
the Market Exchange Rate shall be in its sole discretion and shall, in the
absence of manifest error, be conclusive for all purposes and irrevocably
binding upon the Corporation and all Holders.

                                   ARTICLE IX

                           SECURITYHOLDERS' MEETINGS.

         SECTION 9.01 PURPOSES OF MEETINGS. A meeting of Securityholders of any
or all series may be called at any time and from time to time pursuant to the
provisions of this Article for any of the following purposes:

                  (1)      to give any notice to the Corporation or to the
Trustee, or to give any directions to the Trustee, or to waive any default
hereunder and its consequences, or to take any other action authorized to be
taken by Securityholders pursuant to any of the provisions of Article Six;

                  (2)      to remove the Trustee and appoint a successor trustee
pursuant to the provisions of Article Seven;

                  (3)      to consent to the execution of an indenture or
indentures supplemental hereto pursuant to the provisions of Section 10.02; or

                  (4)      to take any other action authorized to be taken by or
on behalf of the Holders of any specified aggregate principal amount of the
Securities of any or all series, as the case may be, under any other provision
of this Indenture or under applicable law.

                                       43


         SECTION 9.02 CALL OF MEETINGS BY TRUSTEE. The Trustee may at any time
call a meeting of Holders of Securities of any or all series to take any action
specified in Section 9.01, to be held at such time and at such place in the
Borough of Manhattan, The City of New York, or in London, as the Trustee shall
determine. Notice of every meeting of the Holders of Securities of any or all
series, setting forth the time and place of such meeting and in general terms
the action proposed to be taken at such meeting, shall be given (i) if any
Unregistered Securities of a series that may be affected by the action proposed
to be taken at such meeting are then outstanding, to all Holders thereof, by
publication at least twice in an Authorized Newspaper in the Borough of
Manhattan, The City of New York and at least twice in an Authorized Newspaper in
London (and, if required by Section 4.04, at least once in an Authorized
Newspaper in Luxembourg) prior to the date fixed for the meeting, the first
publication, in each case, to be not less than twenty nor more than one hundred
eighty days prior to the date fixed for the meeting and the last publication to
be not more than five days prior to the date fixed for the meeting, (ii) if any
Unregistered Securities of a series that may be affected by the action proposed
to be taken at such meeting are then outstanding, to all Holders thereof who
have filed their names and addresses with the Trustee as described in Section
313(c) of the Trust Indenture Act of 1939, by mailing such notice to such
Holders at such addresses, not less than twenty nor more than one hundred eighty
days prior to the date fixed for the meeting and (iii) to all Holders of then
outstanding Registered Securities of each series that may be affected by the
action proposed to be taken at such meeting, by mailing such notice to such
Holders at their addresses as they shall appear on the Security Register, not
less than twenty nor more than one hundred eighty days prior to the date fixed
for the meeting. Failure of any Holder or Holders to receive such notice, or any
defect therein, shall in no case affect the validity of any action taken at such
meeting. Any meeting of Holders of Securities of all or any series shall be
valid without notice if the Holders of all such Securities outstanding, the
Corporation and the Trustee are present in person or by proxy or shall have
waived notice thereof before or after the meeting. The Trustee may fix, in
advance, a date as the record date for determining the Holders entitled to
notice of or to vote at any such meeting at not less than twenty or more than
one hundred eighty days prior to the date fixed for such meeting.

         SECTION 9.03 CALL OF MEETINGS BY CORPORATION OR SECURITYHOLDERS. In
case at any time the Corporation, pursuant to a Board Resolution, or the Holders
of at least ten percent in aggregate principal amount of the Securities of any
or all series, as the case may be, then outstanding, shall have requested the
Trustee to call a meeting of Securityholders of any or all series to take any
action authorized in Section 9.01, by written request setting forth in
reasonable detail the action proposed to be taken at the meeting, and the
Trustee shall not have mailed or published, as provided in Section 9.02, the
notice of such meeting within thirty days after receipt of such request, then
the Corporation or the Holders of such Securities in the amount above specified
may determine the time and the place in said Borough of Manhattan, The City of
New York or London for such meeting and may call such meeting to take any action
authorized in Section 9.01, by mailing notice thereof as provided in Section
9.02.

         SECTION 9.04 QUALIFICATION FOR VOTING. To be entitled to vote at any
meeting of Securityholders a person shall be a Holder of one or more Securities
of a series with respect to which a meeting is being held or a person appointed
by instrument in writing as proxy by such a Holder. The only persons who shall
be entitled to be present or to speak at any meeting of the

                                       44


Securityholders shall be the persons entitled to vote at such meeting and their
counsel and any representatives of the Trustee and its counsel and any
representatives of the Corporation and its counsel.

         SECTION 9.05 REGULATIONS. Notwithstanding any other provisions of this
Indenture, the Trustee may make such reasonable regulations as it may deem
advisable for any meeting of Securityholders, in regard to proof of the holding
of Securities and of the appointment of proxies, and in regard to the
appointment and duties of inspectors of votes, the submission and examination of
proxies, certificates and other evidence of the right to vote, and such other
matters concerning the conduct of the meeting as it shall think fit.

         The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Corporation or by Securityholders as provided in Section 9.03, in which case the
Corporation or the Securityholder calling the meeting, as the case may be, shall
in like manner appoint a temporary chairman. A permanent chairman and a
permanent secretary of the meeting shall be elected by vote of the Holders of a
majority in principal amount of the Securities represented at the meeting and
entitled to vote.

         Subject to the provisions of Sections 8.01 and 8.04, at any meeting
each Securityholder or proxy shall be entitled to one vote for each U.S. $1,000
principal amount of Securities held or represented by him, her or it; provided,
however, that no vote shall be cast or counted at any meeting in respect of any
Security challenged as not outstanding and ruled by the chairman of the meeting
not to be outstanding. The chairman of the meeting shall have no right to vote
except as a Securityholder or proxy. Any meeting of Securityholders duly called
pursuant to the provisions of Section 9.02 or 9.03 may be adjourned from time to
time, and the meeting may be held as so adjourned without further notice.

         SECTION 9.06 VOTING. The vote upon any resolution submitted to any
meeting of Securityholders shall be by written ballot on which shall be
subscribed the signatures of the Securityholders or proxies and on which shall
be inscribed the identifying number or numbers or to which shall be attached a
list of identifying numbers of the Securities held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified reports in
duplicate of all votes cast at the meeting. A record in duplicate of the
proceedings of each meeting of Securityholders shall be prepared by the
secretary of the meeting and there shall be attached to said record the original
reports of the inspectors of votes on any vote by ballot taken thereat and
affidavit by one or more persons having knowledge of the facts setting forth a
copy of the notice of the meeting and showing that said notice was mailed as
provided in Section 9.02 or Section 9.03. The record shall be signed and
verified by the permanent chairman and secretary of the meeting and one of the
duplicates shall be delivered to the Corporation and the other to the Trustee to
be preserved by the Trustee, the latter to have attached thereto the ballots
voted at the meeting.

         Any record so signed and verified shall be conclusive evidence of the
matters therein stated.

                                       45


                                   ARTICLE X

                            SUPPLEMENTAL INDENTURES.

         SECTION 10.01 SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF
SECURITYHOLDERS. The Corporation, when authorized by Board Resolution, and the
Trustee may from time to time and at any time enter into an indenture or
indentures supplemental hereto (which shall conform to the provisions of the
Trust Indenture Act of 1939) for one or more of the following purposes:

                  (a)      to evidence the succession of another entity to the
Corporation, or successive successions, and the assumption by any successor
entity of the covenants, agreements and obligations of the Corporation pursuant
to Article Eleven hereof;

                  (b)      to add to the covenants of the Corporation such
further covenants, restrictions, conditions or provisions as its Board of
Directors and the Trustee shall consider to be for the protection of the Holders
of Securities of any or all series, or the Coupons appertaining to such
Securities, and to make the occurrence, or the occurrence and continuance, of a
default in any of such additional covenants, restrictions, conditions or
provisions a default or an Event of Default with respect to any or all series
permitting the enforcement of all or any of the several remedies provided in
this Indenture as herein set forth, with such period of grace, if any, and
subject to such conditions as such supplemental indenture may provide;

                  (c)      to add or change any of the provisions of this
Indenture to such extent as shall be necessary to permit or facilitate the
issuance of Securities of any series in bearer form, registrable or not
registrable as to principal, and with or without interest Coupons, and to
provide for exchangeability of such Securities with Securities issued hereunder
in fully registered form and to make all appropriate changes for such purpose,
and to add or change any of the provisions of this Indenture to such extent as
shall be necessary to permit or facilitate the issuance of uncertificated
Securities of any series;

                  (d)      to cure any ambiguity or to correct or supplement any
provision contained herein or in any supplemental indenture that may be
defective or inconsistent with any other provision contained herein or in any
supplemental indenture; or to make such other provisions in regard to matters or
questions arising under this Indenture as shall not adversely affect the
interests of the Holders of any series of Securities or any Coupons appertaining
to such Securities;

                  (e)      to convey, transfer, assign, mortgage or pledge any
property to or with the Trustee;

                  (f)      to evidence and provide for the acceptance and
appointment hereunder by a successor trustee with respect to the Securities of
one or more series and to add or change provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one trustee, pursuant to Section 7.11;

                  (g)      to establish the form or terms of Securities of any
series as permitted by Sections 2.01 and 2.03; and

                                       46


                  (h)      to change or eliminate any provision of this
Indenture, provided that any such change or elimination (i) shall become
effective only when there is no Security outstanding of any series created prior
to the execution of such supplemental indenture that is entitled to the benefit
of such provision or (ii) shall not apply to any Security outstanding.

         The Trustee is hereby authorized to join with the Corporation in the
execution of any such supplemental indenture, to make any further appropriate
agreements and stipulations that may be therein contained and to accept the
conveyance, transfer, assignment, mortgage or pledge of any property thereunder,
but the Trustee shall not be obligated to enter into any such supplemental
indenture that adversely affects the Trustee's own rights, duties or immunities
under this Indenture or otherwise.

         Any supplemental indenture authorized by the provisions of this Section
may be executed by the Corporation and the Trustee without the consent of the
Holders of any of the Securities at the time outstanding, notwithstanding any of
the provisions of Section 10.02.

         SECTION 10.02 SUPPLEMENTAL INDENTURES WITH CONSENT OF SECURITYHOLDERS.
With the consent (evidenced as provided in Section 8.01) of the Holders of not
less than a majority in the aggregate principal amount of the Securities of all
series at the time outstanding affected by such supplemental indenture (voting
as one class), the Corporation, when authorized by a Board Resolution, and the
Trustee may from time to time and at any time enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture or
of any supplemental indentures or modifying in any manner the rights of the
Holders of the Securities of each such series or any Coupons appertaining to
such Securities; provided, however, that no such supplemental indenture shall
(i) change the fixed maturity of any Securities, or reduce the principal amount
thereof (or premium, if any), or reduce the rate or extend the time of payment
of any interest or Additional Amounts thereon or reduce the amount due and
payable upon acceleration of the maturity thereof or the amount provable in
bankruptcy, or make the principal of (premium, if any) or interest, if any, or
Additional Amounts, if any, on any Security payable in any coin or currency
other than that provided in such Security, (ii) impair the right to institute
suit for the enforcement of any such payment on or after the stated maturity
thereof (or, in the case of redemption, on or after the redemption date
therefor) or (iii) reduce the aforesaid percentage of Securities, the consent of
the Holders of which is required for any such supplemental indenture, or the
percentage required for the consent of the Holders pursuant to Section 6.01 to
waive defaults, without the consent of the Holder of each Security so affected.

                  Upon the request of the Corporation, accompanied by a copy of
a Board Resolution certified by the Secretary or an Assistant Secretary of the
Corporation authorizing the execution of any such supplemental indenture, and
upon the filing with the Trustee of evidence of the consent of Securityholders
as aforesaid, the Trustee shall join with the Corporation in the execution of
such supplemental indenture unless such supplemental indenture affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise, in
which case the Trustee may in its discretion, but shall not be obligated to,
enter into such supplemental indenture.

                                       47


                  It shall not be necessary for the consent of the
Securityholders under this Section to approve the particular form of any
proposed supplemental indenture, but it shall be sufficient if such consent
shall approve the substance thereof.

                  Promptly after the execution and delivery by the Corporation
and the Trustee of any supplemental indenture pursuant to the provisions of this
Section, the Trustee shall give notice of such supplemental indenture (i) to the
Holders of then outstanding Registered Securities of each series affected
thereby, by mailing a notice thereof by first-class mail to such Holders at
their addresses as they shall appear on the Security Register, (ii) if any
Unregistered Securities of a series affected thereby are then outstanding, to
the Holders thereof who have filed their names and addresses with the Trustee as
described in Section 313(c) of the Trust Indenture Act, by mailing a notice
thereof by first-class mail to such Holders at such addresses as were so
furnished to the Trustee and (iii) if any Unregistered Securities of a series
affected thereby are then outstanding, to all Holders thereof, by Publication of
a notice thereof at least once in an Authorized Newspaper in the Borough of
Manhattan, The City of New York and at least once in an Authorized Newspaper in
London (and, if required by Section 4.04, at least once in an Authorized
Newspaper in Luxembourg), and in each case such notice shall set forth in
general terms the substance of such supplemental indenture. Any failure of the
Corporation to mail or publish such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such supplemental
indenture.

         SECTION 10.03 COMPLIANCE WITH TRUST INDENTURE ACT; EFFECT OF
SUPPLEMENTAL INDENTURES. Any supplemental indenture executed pursuant to the
provisions of this Article Ten shall comply with the Trust Indenture Act of
1939. Upon the execution of any supplemental indenture pursuant to the
provisions of this Article Ten, this Indenture shall be and be deemed to be
modified and amended in accordance therewith and the respective rights,
limitations of rights, obligations, duties and immunities under this Indenture
of the Trustee, the Corporation and the Holders of Securities shall thereafter
be determined, exercised and enforced hereunder subject in all respects to such
modifications and amendments, and all the terms and conditions of any such
supplemental indenture shall be and be deemed to be part of the terms and
conditions of this Indenture for any and all purposes.

                  The Trustee, subject to the provisions of Sections 7.01 and
7.02, shall be provided an Officers' Certificate and an Opinion of Counsel as
conclusive evidence that any such supplemental indenture complies with the
provisions of this Article Ten.

         SECTION 10.04 NOTATION ON SECURITIES. Securities of any series
authenticated and delivered after the execution of any supplemental indenture
pursuant to the provisions of this Article Ten may bear a notation in form
approved by the Trustee as to any matter provided for in such supplemental
indenture. New Securities of any series so modified as to conform, in the
opinion of the Trustee and the Board of Directors of the Corporation, to any
modification of this Indenture contained in any such supplemental indenture may
be prepared by the Corporation, authenticated by the Trustee and delivered,
without charge to the Securityholders, in exchange for the Securities of such
series then outstanding.

                                       48


                                   ARTICLE XI

                   CONSOLIDATION, MERGER, SALE OR CONVEYANCE.

         SECTION 11.01 CORPORATION MAY CONSOLIDATE, ETC., ON CERTAIN TERMS. The
Corporation covenants that it will not merge or consolidate with any other
entity or sell or convey all or substantially all of its assets to any person or
entity, unless (i) either the Corporation shall be the continuing corporation,
or the successor entity (if other than the Corporation) shall be an entity
organized and existing under the laws of the United States of America or any
State thereof and such successor entity shall expressly assume, by a
supplemental indenture in form satisfactory to the Trustee and executed and
delivered to the Trustee by such successor entity, the due and punctual payment
of the principal of (and premium, if any), interest, if any, and Additional
Amounts, if any, on all the Securities and any Coupons, according to their
tenor, and the due and punctual performance and observance of all of the
covenants and conditions of this Indenture to be performed or satisfied by the
Corporation, (ii) immediately after giving effect to such merger or
consolidation, or such sale or conveyance, no Event of Default, and no event
that, after notice or lapse of time or both, would become an Event of Default,
shall have occurred and be continuing and (iii) the Corporation shall have
delivered to the Trustee an Officers' Certificate and an Opinion of Counsel,
each stating, that such consolidation, merger, sale or conveyance and such
supplemental indenture, and any such assumption by the successor entity,
complies with the provisions of this Article Eleven.

         SECTION 11.02 SUCCESSOR CORPORATION SUBSTITUTED. In case of any such
consolidation, merger, sale or conveyance and upon any such assumption by the
successor entity, such successor entity shall succeed to and be substituted for
the Corporation, with the same effect as if it had been named herein as the
party of the first part. Such successor entity thereupon may cause to be signed,
and may issue either in its own name or in the name of Visteon Corporation, any
or all of the Securities, and any Coupons appertaining thereto, issuable
hereunder which theretofore shall not have been signed by the Corporation and
delivered to the Trustee; and, upon the order of such successor entity, instead
of the Corporation, and subject to all the terms, conditions and limitations
prescribed in this Indenture, the Trustee shall authenticate and shall deliver
any Securities or Coupons which previously shall have been signed and delivered
by the officers of the Corporation to the Trustee for authentication, and any
Securities or Coupons that such successor entity thereafter shall cause to be
signed and delivered to the Trustee for that purpose. All of the Securities, and
any Coupons appertaining thereto, so issued shall in all respects have the same
legal rank and benefit under this Indenture as the Securities or Coupons
theretofore or thereafter issued in accordance with the terms of this Indenture
as though all of such Securities, and any Coupons appertaining thereto, had been
issued at the date of the execution hereof.

                  In case of any such consolidation, merger, sale or conveyance,
such changes in phraseology and form (but not in substance) may be made in the
Securities and Coupons thereafter to be issued as may be appropriate.

         SECTION 11.03 CERTIFICATE TO TRUSTEE. On or before April 1, 2001, and
on or before April 1 in each year thereafter, the Corporation will deliver to
the Trustee an Officers' Certificate signed by the Corporation's principal
executive officer, principal financial officer or principal accounting officer,
as to such Officer's knowledge of the Corporation's compliance with all

                                       49


conditions and covenants under this Indenture (such compliance to be determined
without regard to any period of grace or requirement of notice provided under
this Indenture), as required by Section 314(a)(4) of the Trust Indenture Act of
1939.

                                  ARTICLE XII

           SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS.

         SECTION 12.01 DISCHARGE OF INDENTURE. If at any time (i) the
Corporation shall have delivered to the Trustee for cancellation all Securities
of any series theretofore authenticated (other than any Securities of such
series and Coupons pertaining thereto that shall have been destroyed, lost or
stolen and that shall have been replaced or paid as provided in Section 2.07) or
(ii) all Securities of any series and any Coupons appertaining to such
Securities not theretofore delivered to the Trustee for cancellation shall have
become due and payable, or are by their terms to become due and payable within
one year or are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption, and the
Corporation shall deposit or cause to be deposited with the Trustee as trust
funds the entire amount (other than moneys repaid by the Trustee or any paying
agent to the Corporation in accordance with Sections 12.04 and 12.05) sufficient
to pay at maturity or upon redemption all Securities of such series and all
Coupons appertaining to such Securities not theretofore delivered to the Trustee
for cancellation (other than any Securities of such series and Coupons
pertaining thereto that shall have been destroyed, lost or stolen and that shall
have been replaced or paid as provided in Section 2.07), including principal
(and premium, if any), interest, if any, and Additional Amounts, if any, due or
to become due to such date of maturity or date fixed for redemption, as the case
may be, and if in either case the Corporation shall also pay or cause to be paid
all other sums payable hereunder by the Corporation with respect to such series,
then this Indenture shall cease to be of further effect with respect to the
Securities of such series or any Coupons appertaining to such Securities, and
the Trustee, on demand of and at the cost and expense of the Corporation and
subject to Section 14.04, shall execute proper instruments acknowledging
satisfaction of and discharging this Indenture with respect to the Securities of
such series and all Coupons appertaining to such Securities. The Corporation
agrees to reimburse the Trustee for any costs or expenses thereafter reasonably
and properly incurred by the Trustee in connection with this Indenture or the
Securities of such series or any Coupons appertaining to such Securities.

         SECTION 12.02 SATISFACTION, DISCHARGE AND DEFEASANCE OF SECURITIES OF
ANY SERIES. If pursuant to Section 2.01 provision is made for the defeasance of
Securities of a series, then the provisions of this Section 12.02 shall be
applicable except as otherwise specified as contemplated by Section 2.01 for
Securities of such series. At the Corporation's option, either (a) the
Corporation shall be deemed to have paid and discharged the entire indebtedness
on all the outstanding Securities of any such series and the Trustee, at the
expense of the Corporation, shall execute proper instruments acknowledging
satisfaction and discharge of such indebtedness or (b) the Corporation shall
cease to be under any obligation to comply with any term, provision, condition
or covenant specified as contemplated by Section 2.01, when

                                       50


                  (1)      either

                           (A)      with respect to all outstanding Securities
                                    of such series,

                                    (i)      the Corporation has deposited or
                                             caused to be deposited with the
                                             Trustee as trust funds in trust for
                                             the purpose an amount (in such
                                             currency in which such outstanding
                                             Securities and any related Coupons
                                             are then specified as payable at
                                             stated maturity) sufficient to pay
                                             and discharge the entire
                                             indebtedness of all outstanding
                                             Securities of such series for
                                             principal (and premium, if any),
                                             interest, if any, and Additional
                                             Amounts, if any, to the stated
                                             maturity or any redemption date as
                                             contemplated by the last paragraph
                                             of this Section 12.02, as the case
                                             may be; or

                                    (ii)     the Corporation has deposited or
                                             caused to be deposited with the
                                             Trustee as obligations in trust for
                                             the purpose such amount of direct
                                             noncallable obligations of, or
                                             noncallable obligations the payment
                                             of principal of and interest on
                                             which is fully guaranteed by, the
                                             United States of America, or to the
                                             payment of which obligations or
                                             guarantees the full faith and
                                             credit of the United States of
                                             America is pledged, maturing as to
                                             principal and interest in such
                                             amounts and at such times as will,
                                             together with the income to accrue
                                             thereon (but without reinvesting
                                             any proceeds thereof), be
                                             sufficient to pay and discharge the
                                             entire indebtedness on all
                                             outstanding Securities of such
                                             series for principal (and premium,
                                             if any), interest, if any, and
                                             Additional Amounts, if any, to the
                                             stated maturity or any redemption
                                             date as contemplated by the last
                                             paragraph of this Section 12.02, as
                                             the case may be; or

                           (B)      the Corporation has properly fulfilled such
                                    other terms and conditions of the
                                    satisfaction and discharge as is specified,
                                    as contemplated by Section 2.01, as
                                    applicable to the Securities of such series,
                                    and

                  (2)      the Corporation has paid or caused to be paid all
other sums payable with respect to the outstanding Securities of such series,
and

                  (3)      the Corporation has delivered to the Trustee an
Opinion of Counsel stating that (i) the Corporation has received from, or there
has been published by, the Internal Revenue Service a ruling or (ii) since the
date of execution of this Indenture, there has been a change in the applicable
Federal income tax law, in either case to the effect that, and based thereon
such opinion shall confirm that, the holders of the outstanding Securities and
any related Coupons will not recognize income, gain or loss for Federal income
tax purposes as a result of such deposit, defeasance and discharge and will be
subject to Federal income tax on the same amounts and in

                                       51


the same manner and at the same times, as would have been the case if such
deposit, defeasance and discharge had not occurred, and

                  (4)      the Corporation has delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that all
conditions precedent herein provided for relating to the satisfaction and
discharge of the entire indebtedness on all outstanding Securities of any such
series have been complied with.

                  Any deposits with the Trustee referred to in Section
12.02(1)(A) above shall be irrevocable and shall be made under the terms of an
escrow trust agreement in form and substance satisfactory to the Trustee. If any
outstanding Securities of such series are to be redeemed prior to their stated
maturity, whether pursuant to an optional redemption provision or in accordance
with any mandatory sinking fund requirement or otherwise, the applicable escrow
trust agreement shall provide therefor and the Corporation shall make such
arrangements as are satisfactory to the Trustee for the giving of notice of
redemption by the Trustee in the name, and at the expense, of the Corporation.

         SECTION 12.03 DEPOSITED MONEYS TO BE HELD IN TRUST BY TRUSTEE. All
moneys deposited with the Trustee pursuant to Sections 12.01 and 12.02 shall be
held in trust and applied by it to the payment, either directly or through any
paying agent (including the Corporation acting as its own paying agent), to the
Holders of the particular Securities and of any Coupons appertaining to such
Securities for the payment or redemption of which such moneys have been
deposited with the Trustee, of all sums due and to become due thereon for
principal (and premium, if any), interest, if any, and Additional Amounts, if
any.

         SECTION 12.04 PAYING AGENT TO REPAY MONEYS HELD. In connection with the
satisfaction and discharge of this Indenture with respect to Securities of any
series, all moneys with respect to such Securities then held by any paying agent
under the provisions of this Indenture shall, upon demand of the Corporation, be
repaid to it or paid to the Trustee and thereupon such paying agent shall be
released from any further liability with respect to such moneys.

         SECTION 12.05 RETURN OF UNCLAIMED MONEYS. Any moneys deposited with or
paid to the Trustee or any paying agent for the payment of the principal of (and
premium, if any), interest, if any, and Additional Amounts, if any, on any
Security and not applied but remaining unclaimed for two years after the date
upon which such principal (and premium, if any), interest, if any, and
Additional Amounts, if any, shall have become due and payable, shall, unless
otherwise required by mandatory provisions of applicable escheat or abandoned or
unclaimed property law, be repaid to the Corporation by the Trustee or such
paying agent on demand, and the Holder of such Security or any Coupon
appertaining to such Security shall, unless otherwise required by mandatory
provisions of applicable escheat or abandoned or unclaimed property law,
thereafter look only to the Corporation for any payment that such Holder may be
entitled to collect and all liability of the Trustee or any paying agent with
respect to such moneys shall thereupon cease; provided, however, that the
Trustee or such paying agent, before being required to make any such repayment
with respect to moneys deposited with it or any payment in respect of
Unregistered Securities of any series, may at the expense of the Corporation
cause to be published once, in an Authorized Newspaper in the Borough of
Manhattan, The City of New

                                       52



York and once in an Authorized Newspaper in London (and, if required by Section
4.04, at least once in an Authorized Newspaper in Luxembourg), notice that such
moneys remain and that, after a date specified therein, which shall not be less
than thirty days from the date of such publication, any unclaimed balance of
such money then remaining will be repaid to the Corporation.

                                  ARTICLE XIII

        IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS.

         SECTION 13.01 INDENTURE AND SECURITIES SOLELY CORPORATE OBLIGATIONS. No
recourse under or upon any obligation, covenant or agreement contained in this
Indenture or any indenture supplemental hereto, or in any Security, or because
or on account of any indebtedness evidenced thereby, shall be had against any
past, present or future incorporator, stockholder, officer or director, or other
applicable principal, as such, of the Corporation or of any successor entity,
either directly or through the Corporation or any successor entity, under any
rule of law, statute or constitutional provision or by the enforcement of any
assessment or by any legal or equitable proceeding or otherwise, all such
liability being expressly waived and released by the acceptance of the
Securities by the Holders thereof and as part of the consideration for the issue
of the Securities and Coupons.

                                  ARTICLE XIV

                            MISCELLANEOUS PROVISIONS.

         SECTION 14.01 BENEFITS OF INDENTURE RESTRICTED TO PARTIES AND
SECURITYHOLDERS. Nothing in this Indenture or in the Securities or Coupons,
expressed or implied, shall give or be construed to give to any Person, other
than the parties hereto and their successors and the Holders of the Securities
or Coupons, any legal or equitable right, remedy or claim under this Indenture
or under any covenant or provision herein contained, all such covenants and
provisions being for the sole benefit of the parties hereto and their successors
and of the Holders of the Securities or Coupons.

         SECTION 14.02 PROVISIONS BINDING ON CORPORATION'S SUCCESSORS. All the
covenants, stipulations, promises and agreements contained in this Indenture by
or on behalf of the Corporation shall bind its successors and assigns, whether
so expressed or not.

         SECTION 14.03 ADDRESSES FOR NOTICES, ETC. Any notice or demand that by
any provision of this Indenture is required or permitted to be given or served
by the Trustee or by the Holders of Securities to or on the Corporation may be
given or served by being deposited postage prepaid first class mail in a post
office letter box addressed (until another address is filed by the Corporation
with the Trustee), as follows: Visteon Corporation, Fairlane Plaza North, 10th
Floor, 290 Town Center Drive, Dearborn, Michigan 48126, Attention: General
Counsel. Any notice, direction, request or demand by any Securityholder to or
upon the Trustee shall be deemed to have been sufficiently given or made, for
all purposes, if given or made in writing at its Corporate Trust Office, which
is, at the date of this Indenture,

                                       53



         SECTION 14.04 EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT. Upon
any application or demand by the Corporation to the Trustee to take any action
under any of the provisions of this Indenture, the Corporation shall furnish to
the Trustee an Officers' Certificate stating that all conditions precedent
provided for in this Indenture relating to the proposed action have been
complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent have been complied with, except that in
the case of any such application or demand as to which the furnishing of such
documents is specifically required by any provision of this Indenture relating
to such particular application or demand, no additional certificate or opinion
need be furnished.

                  Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or covenant
provided for in this Indenture shall include (1) a statement that the person
making such certificate or opinion has read such covenant or condition, (2) a
brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion
are based, (3) a statement that, in the opinion of such person, he or she has
made such examination or investigation as is necessary to enable him or her to
express an informed opinion as to whether or not such covenant or condition has
been complied with and (4) a statement as to whether or not, in the opinion of
such person, such condition or covenant has been complied with.

         SECTION 14.05 LEGAL HOLIDAYS. In any case where the date of maturity of
any interest, premium or Additional Amounts on or principal of, the Securities
or the date fixed for redemption of any Securities shall not be a Business Day
in a city where payment thereof is to be made, then payment of any interest,
premium or Additional Amounts on, or principal of, such Securities need not be
made on such date in such city but may be made on the next succeeding Business
Day with the same force and effect as if made on the date of maturity or the
date fixed for redemption, and no interest shall accrue for the period after
such date.

         SECTION 14.06 TRUST INDENTURE ACT TO CONTROL. If and to the extent that
any provision of this Indenture limits, qualifies or conflicts with another
provision included in this Indenture by operation of Sections 310 to 317,
inclusive, of the Trust Indenture Act of 1939 (an "incorporated provision"),
such incorporated provision shall control.

         SECTION 14.07 EXECUTION IN COUNTERPARTS. This Indenture may be executed
in any number of counterparts, each of which shall be an original; but such
counterparts shall together constitute one and the same instrument.

         SECTION 14.08 NEW YORK CONTRACT. This Indenture and each Security shall
be deemed to be a contract made under the laws of the State of New York, and for
all purposes shall be governed by and construed in accordance with the laws of
said State, regardless of the laws that might otherwise govern under applicable
New York principles of conflicts of law and except as may otherwise be required
by mandatory provisions of law. Any claims or proceedings in respect of this
Indenture shall be heard in a federal or state court located in the State of New
York.

         SECTION 14.09 JUDGMENT CURRENCY. The Corporation agrees, to the fullest
extent that it may effectively do so under applicable law, that (a) if for the
purposes of obtaining judgment in any court it is necessary to convert the sum
due in respect of the principal of or interest on the

                                       54



Securities of any series (the "Required Currency") into a currency in which a
judgment will be rendered (the "Judgment Currency"), the rate of exchange used
shall be the rate at which in accordance with normal banking procedures the
Trustee could purchase in the City of New York the Required Currency with the
Judgment Currency on the date on which final unappealable judgment is entered,
unless such day is not a New York Banking Day, then, to the extent permitted by
applicable law, the rate of exchange used shall be the rate at which in
accordance with normal banking procedures the Trustee could purchase in The City
of New York the Required Currency with the Judgment Currency on the New York
Banking Day next preceding the day on which final unappealable judgment is
entered and (b) its obligations under this Indenture to make payments in the
Required Currency (i) shall not be discharged or satisfied by any tender, or any
recovery pursuant to any judgment (whether or not entered in accordance with
subsection (a)), in any currency other than the Required Currency, except to the
extent that such tender or recovery shall result in the actual receipt, by the
payee, of the full amount of the Required Currency expressed to be payable in
respect of such payments, (ii) shall be enforceable as an alternative or
additional cause of action for the purpose of recovering in the Required
Currency the amount, if any, by which such actual receipt shall fall short of
the full amount of the Required Currency so expressed to be payable and (iii)
shall not be affected by judgment being obtained for any other sum due under
this Indenture. For purposes of the foregoing, "New York Banking Day" means any
day except a Saturday, Sunday or a legal holiday in The City of New York or a
day on which banking institutions in The City of New York are authorized or
required by law or executive order to close.

         SECTION 14.10 SEVERABILITY OF PROVISIONS. Any prohibition, invalidity
or unenforceability of any provision of this Indenture in any jurisdiction shall
not invalidate or render unenforceable the remaining provisions hereto in such
jurisdiction and shall not invalidate or render unenforceable such provisions in
any other jurisdiction.

         SECTION 14.11 CORPORATION RELEASED FROM INDENTURE REQUIREMENTS UNDER
CERTAIN CIRCUMSTANCES. Whenever in this Indenture the Corporation shall be
required to do or not to do any thing so long as any of the Securities of any
series shall be Outstanding, the Corporation shall, notwithstanding any such
provision, not be required to comply with such provisions if it shall be
entitled to have this Indenture satisfied and discharged pursuant to the
provisions hereof, even though in either case the Holders of any of the
Securities of that series shall have failed to present and surrender them for
payment pursuant to the terms of this Indenture.

                  J.P. Morgan Trust Company, National Association, the party of
the second part, hereby accepts the trusts in this Indenture declared and
provided, upon the terms and conditions hereinabove set forth.

                                       55


                  IN WITNESS WHEREOF, VISTEON CORPORATION, the party of the
first part, has caused this Indenture to be signed and acknowledged by its
Chairman of the Board of Directors, its President or any Vice President or its
Treasurer, and its corporate seal to be affixed hereunto, and the same to be
attested by its Secretary or an Assistant Secretary; and J.P. Morgan Trust
Company, National Association, the party of the second part, has caused this
Indenture to be signed, and its corporate seal to be affixed hereunto, and the
same to be attested by its duly authorized officers, all as of the day and year
first above written.

{Corporate Seal}                                      VISTEON CORPORATION

Attest:                                               By: /s/ Peter Look
                                                          ----------------------
{Corporate Seal}                                      J.P. MORGAN TRUST COMPANY,
                                                      NATIONAL ASSOCIATION

Attest:                                               By: /s/ Donna V. Fanning
                                                          ----------------------
STATE OF MICHIGAN                   )
                                    ) ss.:
COUNTY OF Wayne                     )

                  On the 10th day of March, 2004, before me personally came
Peter Look, to me known, who being by me duly sworn, did depose and say
that he resides at Visteon Corporation, Dearborn, MI, that he is the
VP/Treasurer of Visteon Corporation, one of the corporations described in and
which executed the foregoing instrument; that he/she knows the seal of said
Corporation; that the seal affixed to said instrument is such Corporate seal;
that it was so affixed by authority of the Board of Directors of said
Corporation, and that he/she signed his/her name thereto by like authority.

{SEAL}

/s/ Carol A. Starr
- -----------------------------
Notary Public

                                       56


STATE OF Arizona                   )
                                   ) ss.:
COUNTY OF Maricopa                 )

                  On the 10th day of March, 2004, before me
personally came Donna Fanning, to me known, who being by me duly sworn,
did depose and say that he/she resides at 2641 West Wayne, Anthem, Arizona
that he/she is a Vice President of J.P. Morgan Trust Company, National
Association, one of the corporations described in and which executed the
foregoing instrument; that he/she knows the seal of said Corporation; that the
seal affixed to said instrument is such Corporate seal; that it was so affixed
by authority of the Board of Directors of said corporation, and that he/she
signed his/her name thereto by like authority.

{SEAL}

/s/ Timothy B. Pierce
- ---------------------
Notary Public

                                       57

                                                                    EXHIBIT 4.2

                               VISTEON CORPORATION

                                       and

                 J.P.MORGAN TRUST COMPANY, NATIONAL ASSOCIATION,
                                   as Trustee

                             SUPPLEMENTAL INDENTURE

                           Dated as of March 10, 2004

                  Supplement to Amended and Restated Indenture
                           dated as of March 10, 2004



                             SUPPLEMENTAL INDENTURE

         SUPPLEMENTAL INDENTURE, dated as of the 10th day of March, 2004 between
VISTEON CORPORATION, a corporation duly organized and existing under the laws of
the State of Delaware (hereinafter sometimes called the "Corporation"), party of
the first part, and J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, a banking
association duly incorporated and exiting under the laws of the United States of
America, as trustee hereunder (hereinafter sometimes called the "Trustee," which
term shall include any successor trustee appointed pursuant to Article Seven of
the Indenture referred to below).

                                    RECITALS

         WHEREAS, the Corporation has heretofore executed and delivered to the
Trustee an Indenture (the "Indenture") dated as of March 10, 2004, providing for
the issuance, from time to time, of securities (the "Securities") evidencing its
unsecured indebtedness; and

         WHEREAS, pursuant to Sections 2.02 and 2.03 of the Indenture the
Corporation and the Trustee may enter into indentures supplemental to the
Indenture for, among other things, the purpose of establishing the form and
terms of Securities of any series (the "Supplemental Indenture"); and

         WHEREAS, no Securities have been issued under the Indenture and there
do not currently exist any Holders;

         WHEREAS, the Company desires to issue a series of senior debt
securities under the Indenture, and has duly authorized the creation and
issuance of such debt securities and the execution and delivery of this
Supplemental Indenture;

         WHEREAS, the Company and the Trustee deem it advisable to enter into
this Supplemental Indenture for the purposes of establishing the terms of such
debt securities and providing for the rights, obligations and duties of the
Trustee with respect to such debt securities;

         WHEREAS, the execution and delivery of this Supplemental Indenture has
been authorized by a resolution of the Securities Pricing Committee established
and granted the authority to do so by the Board of Directors of the Company;

         WHEREAS pursuant to Section 10.01 of the Indenture, the Trustee and the
Corporation are authorized to execute and deliver this Supplemental Indenture;

         WHEREAS, all conditions and requirements of the Indenture necessary to
make this Supplemental Indenture a valid, binding and legal instrument in
accordance with its terms have been performed and fulfilled by the parties
hereto and the execution and delivery thereof have been in all respects duly
authorized by the parties hereto;



NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:

For and in consideration of the mutual promises and agreements herein contained,
the Company and the Trustee covenant and agree, for the equal and proportionate
benefit of all Holders of the Notes, as follows:

                                   ARTICLE ONE

                              CREATION OF THE NOTES

                  Section 1.1 Designation of the Series. Pursuant to the terms
hereof and Sections 2.01 of the Indenture, the Company hereby creates a series
of its debt securities designated as the "7.00% Notes due 2014" (the "Notes"),
which Notes shall be deemed "Securities" for all purposes under the Indenture.

                  Section 1.2 Limit on Amount of Series; Issuance of Additional
Notes. The Securities initially shall be limited to an aggregate principal
amount of $450,000,000 (except in each case for Securities authenticated and
delivered upon registration of, transfer of, or in exchange for, or in lieu of,
other Securities of or within the Series pursuant to Section 2.05, 2.06, 2.07,
3.02 or 10.04 of the Indenture); provided, the Corporation may increase such
aggregate principal amount upon the action of the Board to do so from time to
time.

                  Section 1.3 Payment of Principal Amount. The dates on which
the principal amount of the Securities shall be payable shall be March 10, 2014.

                  Section 1.4 Payment of Interest. The rate at which the
Securities shall bear interest shall be 7.00% per annum. Interest shall be
computed on the basis of a 360-day year of twelve 30-day months. The date from
which interest shall accrue for the Securities shall be March 10, 2004. The
Interest Payment Dates on which such interest shall be payable shall be March 10
and September 10 of each year, commencing September 10, 2004. The record date
for the interest payable on the Designated Securities on any Interest Payment
Date shall be the close of business on the 15th day preceding such Interest
Payment Date.

                  Section 1.5 Place of Payment. The place or places where the
principal of (and premium, if any) and interest on the Securities shall be
payable shall be the office of the Trustee, 4 New York Plaza, 18th Floor, New
York, New York 10004, Attention: Corporate Trust Services; provided, however,
that at the option of the Corporation, payment of interest on registered
securities may be made by check mailed to the address of the Holder entitled
thereto as such address shall appear in the Security Register or by wire
transfer of immediately available funds if the Holder holds U.S. $10,000,000 or
more in aggregate principal amount and sends wire transfer instructions to the
Trustee as required in the Indenture.

                  Section 1.6 Optional Redemption. The Securities are subject to
redemption, in whole at any time or in part from time to time, at the option of
the Corporation at a redemption price equal to the greater of (1) 100% of the
principal

                                       3


amount of the Securities to be redeemed, and (2) the sum of the present values
of the remaining scheduled payments of principal and interest on such
Securities, discounted to the date of redemption on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the applicable
Treasury Rate plus 50 basis points, plus accrued and unpaid interest on the
principal amount being redeemed to the redemption date.

         "TREASURY RATE" means, with respect to any redemption date, (1) the
yield, under the heading which represents the average for the immediately
preceding week, appearing in the most recently published statistical release
designated "H.15(519)" or any successor publication which is published weekly by
the Board of Governors of the Federal Reserve System and which establishes
yields on actively traded United States Treasury securities adjusted to constant
maturity under the caption "Treasury Constant Maturities," for the maturity
corresponding to the Comparable Treasury Issue (if no maturity is within three
months before or after the Remaining Life, yields for the two published
maturities most closely corresponding to the Comparable Treasury Issue will be
determined and the Treasury Rate will be interpolated or extrapolated from such
yields on a straight line basis, rounding to the nearest month) or (2) if such
release (or any successor release) is not published during the week preceding
the calculation date or does not contain such yields, the rate per annum equal
to the semi-annual equivalent yield-to-maturity of the Comparable Treasury
Issue, calculated using a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price of
such redemption date. The Treasury Rate will be calculated on the third Business
Day preceding the redemption date.

         "BUSINESS DAY" means any calendar day that is not a Saturday, Sunday or
legal holiday in New York, New York and on which commercial banks are open for
business in New York, New York.

         "COMPARABLE TREASURY ISSUE" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term ("Remaining Life") of the notes to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of such notes.

         "INDEPENDENT INVESTMENT BANKER" means J.P. Morgan Securities Inc. and
Citigroup Global Markets Inc. and their respective successors or, if both such
firms are unwilling or unable to select the Comparable Treasury Issue, an
independent investment banking institution of national standing appointed by the
Trustee after consultation with the Corporation.

         "COMPARABLE TREASURY PRICE" means (1) the average of five Reference
Treasury Dealer Quotations for such redemption date, after excluding the highest
and lowest Reference Treasury Dealer Quotations, or, (2) if the Independent

                                       4


Investment Banker obtains fewer than five such Reference Treasury Dealer
Quotations, the average of all such quotations.

         "REFERENCE TREASURY DEALER" means (1) each of J.P. Morgan Securities
Inc. and Citigroup Global Markets Inc. and their respective successors,
provided, however, that if any of the foregoing shall cease to be a primary U.S.
government securities dealer in New York City (a "Primary Treasury Dealer"), the
Company will substitute for such firm another Primary Treasury Dealer, and (2)
any other Primary Treasury Dealer selected by the Independent Investment Banker
after consultation with the Corporation.

         "THE REFERENCE TREASURY DEALER QUOTATIONS" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Independent Investment Banker, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Independent Investment Banker at 5:00
p.m., New York City time, on the third Business Day preceding such redemption
date.

                  Section 1.7 No Sinking Fund. The Corporation shall have no
obligation to redeem, purchase or repay the Securities pursuant to any sinking
fund or analogous provision or at the option of the Holder thereof.

                  Section 1.8 Form of Notes. The form of Security for the Notes
shall be as set forth on Exhibit A.

                  Section 1.9 Depository for Global Securities. The Securities
shall be issued in the form of one or more fully registered Global Securities in
registered form and deposited with, or on behalf of the Depository Trust
Company, New York ("DTC"), and registered in the name of Cede & Co., DTC's
nominee. The securities will not be issued in definitive form.

                  Section 1.10 Defeasance. The provisions of Article XII of the
Indenture relating to defeasance of Securities shall apply to the Securities.

                                  ARTICLE TWO

                    APPOINTMENT OF THE TRUSTEE FOR THE NOTES

                  Section 2.1 Appointment of Trustee; Acceptance by Trustee.
Pursuant and subject to the Indenture, the Company and the Trustee hereby
constitute the Trustee as trustee to act on behalf of the Holders of the Notes.
By execution, acknowledgment and delivery of this Supplemental Indenture, the
Trustee hereby accepts appointment as trustee with respect to the Notes, and
agrees to perform such trusts upon the terms and conditions set forth in the
Indenture and in this Supplemental Indenture.

                  Section 2.2 Rights, Powers, Duties and Obligations of the
Trustee. Any rights, powers, duties and obligations by any provisions of the
Indenture

                                       5


conferred or imposed upon the Trustee shall, insofar as permitted by law, be
conferred or imposed upon and exercised or performed by the Trustee with respect
to the Notes.

                                 ARTICLE THREE

                                   DEFINITIONS

                  Section 3.1 Definition of Terms. Unless otherwise provided
herein or unless the context otherwise requires: (a) a term defined in the
Indenture has the same meaning when used in this Supplemental Indenture; (b) a
term defined anywhere in this Supplemental Indenture has the same meaning
throughout; (c) the singular includes the plural and vice versa; and (d)
headings are for convenience of reference only and do not affect interpretation.

                                  ARTICLE FOUR

                                    COVENANTS

                  Section 4.1 No New Covenants. The Notes are subject only to
the covenants of the Company contained in the Indenture.

                                  ARTICLE FIVE

                                  MISCELLANEOUS

                  Section 5.1 Application of Supplemental Indenture. Each and
every term and condition contained in the Supplemental Indenture that modifies,
amends or supplements the terms and conditions of the Indenture shall apply only
to the Notes created hereby and not to any future series of Securities
established under the Indenture.

                  Section 5.2 Benefits of Supplemental Indenture. Nothing
contained in this Supplemental Indenture shall or shall be construed to confer
upon any person other than a Holder of the Notes, the Company and the Trustee
any right or interest to avail itself, himself or herself as the case may be, of
any benefit under any provision of the Indenture or this Supplemental Indenture.

                  Section 5.3 Effective Date. This Supplemental Indenture shall
be effective as of the date first above written and upon the execution and
delivery hereof by each of the parties hereto.

                  Section 5.4 Governing Law. This Supplemental Indenture shall
be governed by, and construed in accordance with, the laws of the State of New
York.

                  Section 5.5 Counterparts. This Supplemental Indenture may be
executed in any number of counterparts, each of which so executed shall be
deemed

                                       6


to be an original, but all such counterparts shall together constitute
but one and the same instrument.

                  Section 5.6 Effect of Headings. The Article and Section
headings herein are for convenience only and shall not affect the construction
hereof.

                  Section 5.7 Separability Clause. In case any provision in this
Supplemental Indenture or in the Notes shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

         IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed by their respective officers hereunto duly
authorized, all as of the day and year first above written.

Dated:  March 10, 2004

                                       VISTEON CORPORATION

                                       By:    /s/ Peter Look
                                              -------------------------------
                                       Name:  Peter Look
                                       Title: Vice President and Treasurer

                                       J.P. MORGAN TRUST COMPANY,
                                       NATIONAL ASSOCIATION, as
                                       Trustee

                                       By:    /s/ Donna V. Fanning
                                              -------------------------------
                                       Name:  Donna V. Fanning
                                       Title: Vice President

                                       7


                                    Exhibit A

Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to Visteon Corporation
or its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or in such other name
as is requested by an authorized representative of DTC (and any payment is made
to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

                               VISTEON CORPORATION

                              7.00% Notes due 2014
                              CUSIP No. 92839U AC 1

REGISTERED                                                      PRINCIPAL AMOUNT
No. 1                                                          U.S. $450,000,000

         VISTEON CORPORATION, a Delaware corporation (the "Corporation"), for
value received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of Four Hundred and Fifty Million Dollars ($450,000,000) at the
office of the Trustee (as hereinafter defined), 4 New York Plaza, 18th Floor,
New York, New York 10004, Attention: Corporate Trust Services, on March 10,
2014, in such coin or currency of the United States of America as at the time of
payment shall be legal tender for the payment of public and private debts, and
to pay interest on said principal sum at the rate of 7.00% per annum at the
office of the Trustee, 4 New York Plaza, 18th Floor, New York, New York 10004,
Attention: Corporate Trust Services, in like coin or currency commencing on
September 10, 2004, semi-annually on March 10 and September 10, until payment of
said principal sum has been made or duly provided for. The interest so payable
on any March 10 or September 10 will, subject to certain exceptions provided in
the Indenture referred to below, by paid to the person in whose name this Note
is registered at the close of business on the fifteenth day preceding each such
March 10 or September 10 at the office of the Trustee, 4 New York Plaza, 18th
Floor, New York, New York 10004, Attention: Corporate Trust Services; at the
option of the Corporation, interest may be paid by check to the registered
holder hereof entitled thereto at his, her or its last address as it appears on
the registered holder hereof entitled thereto at his, her or its last address as
it appears on the registry books, or by wire transfer of immediately available
funds if the registered Holder hereof holds U.S. $10,000,000 or more in
aggregate principal amount and sends wire transfer instructions to the Trustee
as required in the



Indenture, and principal may be paid by check to the registered Holder hereof or
other person entitled thereto against surrender of this Note.

         The Note represents $450,000,000 of the Corporation's 7.00% Notes due
2014 (the "Securities"), all issued or to be issued under and pursuant to an
Indenture dated as of March 10, 2004 (the "Base Indenture"), duly executed and
delivered by the Corporation to J.P. Morgan Trust Company, National Association,
as successor to Bank One Trust Company, N.A., Trustee (the "Trustee"), and the
Supplemental Indenture, dated as of March 10, 2004 (the "Supplemental
Indenture"), duly executed and delivered by the Corporation to the Trustee (and,
together with the Indenture, the "Indenture") to which Indenture and any
indentures supplemental thereto reference is hereby made for a description of
the rights, limitations of rights, obligations, duties and immunities thereunder
of the Trustee, the Corporation and the Holders of the Securities. The
Securities may be issued in one or more series, which different series may be
issued in various aggregate principal amounts, may mature at different times,
may bear interest (if any) at different rates, may be subject to different
redemption provisions (if any) and may otherwise vary as provided in the
Indenture.

         Initially, the Trustee will act as Paying Agent and Security Registrar.

         In case an Event of Default, as defined in the Indenture, with respect
to the Notes shall have occurred and be continuing, the principal hereof may be
declared, and upon such declaration shall become, due and payable in the manner,
with the effect and subject to the conditions provided in the Indenture.

         The Indenture contains provisions permitting the Corporation and the
Trustee to execute a supplemental indenture to add any provisions to, change in
any manner or eliminate any provisions of, the Indenture or any existing
supplemental indenture or to modify the rights of the Holders of the Securities
issued under either such Indenture or existing supplemental indenture, with the
consent of the Holders of not less than a majority in aggregate principal amount
of the Securities of all series at the time outstanding that are affected by the
supplemental indenture to be executed (voting as one class), provided, however,
that the consent of Holder of each Security is required if the supplemental
indenture to be executed:

         (i) (a) changes the fixed maturity of the Securities, (b) reduces
their principal amount (or premium, if any), (c) reduces the rate or extends the
time of payment of any interest or any Additional Amounts payable on the
Securities, (d) reduces the amount due and payable upon acceleration of the
maturity of the Securities or the amount provable in bankruptcy, or (e) makes
the principal of (premium, if any), or any interest, if any, or Additional
Amounts, if any, on any Security payable in any coin or currency other than that
provided in the Security;

         (ii) impairs the right to initiate suit for the enforcement of any such
payment on or after the stated maturity of the Securities (or, in the case of
redemption, on or after the redemption date for such Security; or

                                       9


         (iii) reduces the percentage of Securities, the consent of the Holders
of which is required for any such supplemental indenture, or the percentage
required for the consent of the Holders to waive defaults.

         The Indenture also contains provisions permitting the Corporation and
the Trustee to execute supplemental indentures without the consent of the
Holders of the Securities to (a) evidence the assumption by a successor
corporation of the obligations of the Corporation, (b) add covenants for the
protection of the Holders of the Securities, (c) add or change any of the
provisions of the Indenture to permit or facilitate the issuance of Securities
of any series in bearer form and to provide for the exchange of Securities in
bearer form with registered Securities, (d) cure any ambiguity or correct any
inconsistency in the Indenture or in a supplemental indenture, (e) transfer,
assign, mortgage or pledge any property to or with the Trustee, (f) evidence the
acceptance of appointment by a successor trustee, (g) establish the form or
terms of Securities of any series as permitted by the terms of the Indenture,
and (h) change or eliminate provisions of the Indenture where the changes or
eliminations do not apply to any Security outstanding and become effective only
when there is no Security outstanding of a series created before the execution
of the supplemental indenture that is entitled to the benefit of the provision
being changed or eliminated.

         No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Corporation, which
is absolute and unconditional, to pay the principal of and interest on this Note
at the place, at the respective times, at the rate, and in the coin or currency,
herein prescribed.

         The Securities may be redeemed in whole at any time, or in part from
time to time, at the option of the Corporation, at the redemption price equal to
the greater of (1) 100% of the principal amount of the Securities to be
redeemed, and (2) the sum of the present values of the remaining scheduled
payments of principal and interest on such Securities, discounted to the date of
redemption on a semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the applicable Treasury Rate plus 50 basis points, plus
accrued and unpaid interest on the principal amount being redeemed to the
redemption date.

          "TREASURY RATE" means, with respect to any redemption date, (1) the
yield, under the heading which represents the average for the immediately
preceding week, appearing in the most recently published statistical release
designated "H.15(519)" or any successor publication which is published weekly by
the Board of Governors of the Federal Reserve System and which establishes
yields on actively traded United States Treasury securities adjusted to constant
maturity under the caption "Treasury Constant Maturities," for the maturity
corresponding to the Comparable Treasury Issue (if no maturity is within three
months before or after the Remaining Life, yields for the two published
maturities most closely corresponding to the Comparable Treasury Issue will be
determined and the Treasury Rate will be interpolated or extrapolated from such
yields on a straight line basis, rounding to the

                                       10


nearest month) or (2) if such release (or any successor release) is not
published during the week preceding the calculation date or does not contain
such yields, the rate per annum equal to the semi-annual equivalent
yield-to-maturity of the Comparable Treasury Issue, calculated using a price for
the Comparable Treasury Issue (expressed as a percentage of its principal
amount) equal to the Comparable Treasury Price of such redemption date. The
Treasury Rate will be calculated on the third Business Day preceding the
redemption date.

         "BUSINESS DAY" means any calendar day that is not a Saturday, Sunday or
legal holiday in New York, New York and on which commercial banks are open for
business in New York, New York.

         "COMPARABLE TREASURY ISSUE" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term ("Remaining Life") of the notes to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of such notes.

         "INDEPENDENT INVESTMENT BANKER" means J.P. Morgan Securities Inc. and
Citigroup Global Markets Inc. and their respective successors or, if both such
firms are unwilling or unable to select the Comparable Treasury Issue, an
independent investment banking institution of national standing appointed by the
Trustee after consultation with the Corporation.

         "COMPARABLE TREASURY PRICE" means (1) the average of five Reference
Treasury Dealer Quotations for such redemption date, after excluding the highest
and lowest Reference Treasury Dealer Quotations, or, (2) if the Independent
Investment Banker obtains fewer than five such Reference Treasury Dealer
Quotations, the average of all such quotations.

         "REFERENCE TREASURY DEALER" means (1) each of J.P. Morgan Securities
Inc. and Citigroup Global Markets Inc. and their respective successors,
provided, however, that if any of the foregoing shall cease to be a primary U.S.
government securities dealer in New York City (a "Primary Treasury Dealer"), the
Company will substitute for such firm another Primary Treasury Dealer, and (2)
any other Primary Treasury Dealer selected by the Independent Investment Banker
after consultation with the Corporation.

         "THE REFERENCE TREASURY DEALER QUOTATIONS" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Independent Investment Banker, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Independent Investment Banker at 5:00
p.m., New York City time, on the third Business Day preceding such redemption
date.

                                       11


         The Corporation shall have no obligations to redeem, purchase or repay
this Note pursuant to any sinking fund or analogous provision or at the option
of the Holder hereof.

         This Note is subject to defeasance on the terms and conditions stated
in the Indenture.

         Terms defined in the Indenture and not defined otherwise herein shall
have the respective meanings assigned thereto in the Indenture.

         This Note shall not be valid or become obligatory for any purpose until
the certificate of authentication hereon shall have been signed by the Trustee
in accordance with the Indenture.

                                       12

                                                                    EXHIBIT 10.3

               AMENDED AND RESTATED EMPLOYEE TRANSITION AGREEMENT

         This Employee Transition Agreement relating to certain employment
matters and employee benefit plans (this "Agreement") dated as of April 1, 2000
and restated as of December 19, 2003 is made and entered into by and among Ford
Motor Company, a Delaware corporation ("Ford") and Visteon Corporation, a
Delaware corporation and a wholly owned subsidiary of Ford, ("Visteon"). Ford
and Visteon are referred to herein individually as a "Party" and collectively as
the "Parties".

                                    RECITALS

1.       Ford determined that it was appropriate and beneficial to separate the
         activities conducted under the name of "Visteon Automotive Systems, an
         enterprise of Ford Motor Company," including those activities conducted
         by any entity in which Ford, directly or indirectly, owns or controls
         50% or more of its stock or other equity interests (a "Subsidiary") and
         by any entity in which Ford, directly or indirectly, owns or controls
         less than 50% but more than 20% of its stock or other equity interests
         (an "Affiliate") which is aligned with such enterprise, which presently
         includes the Chassis Systems, Climate Control Systems, Interior and
         Exterior Systems, Energy Transformation Systems, Glass Division, and
         the Visteon Technology Office (collectively, with historic operations,
         including the former Automotive Products Operations, Automotive
         Components Division, Electronics, Plastics and Trim, Climate Control,
         Chassis, Electrical and Fuel Handling, and Glass Divisions, the
         "Business");

2.       Ford concluded that the separation of the Business from its automaking
         business would (i) alleviate competitive barriers to expanding the
         Business beyond sales to Ford, Ford Subsidiaries and Ford Affiliates,
         (ii) allow Ford to overcome competitive barriers to making purchases
         from third-party automotive suppliers, and (iii) enhance the Business'
         ability to attract employees and permit the Business to offer employee
         incentives more directly tied to the performance of the Business;

3.       Ford caused Visteon to be formed for the purpose of carrying on and
         conducting the Business;

4.       Ford and Visteon have entered into various agreements, including a
         Master Transfer Agreement dated as April 1, 2000 to effect the
         separation of the Business;

5.       The Parties desired that Ford transfer to Visteon certain employees who
         were engaged in doing work for the Business and to provide for the
         orderly transition of employee benefit plans and the Parties executed
         this Employee Transition Agreement as of April 1, 2000;



                                       2

6.       Pursuant to Amendment Number One to Employee Transition Agreement dated
         as of January 12, 2001 between Ford and Visteon, the Employee
         Transition Agreement was amended; and

7.       The Parties desire to further amend and restate the Employee Transition
         Agreement in its entirety as provided below, effective as of
         restatement date first written above.

                                    AGREEMENT

         NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledge, the parties hereto agree as follows:

                                   ARTICLE I

                                  DEFINITIONS

1.01 "BENEFIT TRANSITION DATE" shall mean the first day of the month coincident
with or immediately following the Distribution Date except with respect to the
Ford Flexible Benefits Plan shall mean June 1, 2000.

1.02 "CODE" shall mean the Internal Revenue Code of 1986, as amended.

1.03 "DISTRIBUTION DATE" shall mean the date Ford will distribute to Ford
shareholders all of the shares of Visteon common stock then owned by Ford.

1.04 "DOL" shall mean the U.S. Department of Labor.

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

1.06 "FORD BUSINESS EMPLOYEES" shall mean

         (i)      Persons who are enrolled on the Ford salaried payroll (U.S. or
                  non-U.S) or enrolled on the Ford hourly payroll in non-U.S
                  jurisdictions and who are actively at work at the Business the
                  day prior to the Transfer Date including those on paid time
                  off (i.e. Jury Duty Pay, Bereavement Pay, Short Term Military
                  Pay, Vacation and Paid Holiday) and those on reduced or
                  alternate work schedules, but excluding Ford employees who are
                  on temporary assignment to the Business ("Active Ford Business
                  Employees"); and

         (ii)     Persons who are absent from such salaried or hourly employment
                  as of the day prior to the Transfer Date on account of short
                  term or long term



                                       3
                  disability leave or other approved leaves of absence, or
                  layoff (Inactive Ford Business Employees").

1.07 "FORD RETIREE" shall mean a former Ford Business Employee, or a surviving
spouse or beneficiary of a former Ford Business Employee, who had terminated
service with Ford or Visteon and is receiving retirement benefits under a Ford
sponsored retirement plan as of the Benefit Transition Date or who terminated
employment with Ford or Visteon on or before the Benefit Transition Date and is
eligible on the Benefit Transition Date to receive immediate or future
retirement benefits (including deferred vested benefits) under the Ford
sponsored retirement plan.

1.08 "GENERAL RETIREMENT PLAN" or "GRP" shall mean the General Retirement Plan
of Ford Motor Company and its participating subsidiaries.

1.09 "GLOBAL FORD BUSINESS EMPLOYEES" shall mean all employees of Ford or its
the Subsidiaries or Affiliates who are engaged in the conduct of the Business
prior to the Transfer Date, including but not limited to

         (i)      Ford Business Employees; and

         (ii)     Persons who are enrolled on the payroll of a Subsidiary or
                  Affiliate of Ford engaged in the Business as of the
                  Transfer Date, or persons who are no longer active but who had
                  been employed by a Subsidiary or Affiliate engaged in the
                  Business at any time prior to the Transfer Date ("Subsidiary
                  Employees").

1.10 "GLOBAL VISTEON EMPLOYEES" shall mean all employees of Visteon or its
subsidiaries or affiliates who are engaged in the conduct of the Business after
the Transfer Date, including but not limited to

         (i)      Visteon Employees; and

         (ii)     Subsidiary Employees who as a result of the transfer of Ford's
                  interest in the Subsidiary or Affiliate to Visteon as of the
                  Transfer Date, became employed by, or became the
                  responsibility of, a subsidiary or affiliate of Visteon on the
                  Transfer Date.

For purposes of this Agreement, Global Visteon Employees shall not include any
employees hired directly by Visteon or its subsidiaries or affiliates after the
Transfer Date.

1.11 "GOVERNANCE COUNCIL" shall mean the governance council described in Section
6.1 of the Relationship Agreement between Ford and Visteon dated as of the date
of this Amended and Restated Employee Transition Agreement between Ford and
Visteon.



                                       4

1.12 "GROUP I EMPLOYEE" shall mean a U.S. Visteon Employee who as of the Benefit
Transition Date is eligible for immediate normal or regular early retirement
under the provisions of the GRP as in effect on the Benefit Transition Date.

1.13 "GROUP II EMPLOYEE" shall mean a U.S. Visteon Employee who

         (i)      is not a Group I Employee;

         (ii)     has as of the Benefit Transition Date a combination of age and
                  credited service under the GRP that equals or exceeds sixty
                  (60) points (partial months disregarded); and

         (iii)    could have become eligible for normal or regular early
                  retirement under the provisions of the GRP as in effect as of
                  the Benefit Transition Date within the period after the
                  Benefit Transition Date equal to the employee's credited
                  service under the GRP as of the Benefit Transition Date.

1.14 "GROUP III EMPLOYEE" shall mean any U.S. Visteon Employee who participants
in the GRP other than a Group I or II Employee.

1.15 "IRS" means the U.S. Internal Revenue Service.

1.16 "OSHA" shall mean the Occupational Safety and Health Act of 1970, as
amended.

1.17 "PBGC" shall mean the Pension Benefit Guaranty Corporation.

1.18 "SFAS NO. 87" shall mean the Statement of Financial Accounting Standards
No. 87.

1.19 "SFAS NO. 106" shall mean the Statement of Financial Accounting Standards
No. 106.

1.20 "TRANSFER DATE" shall mean the date specified in the Master Transfer
Agreement with respect to each entity or interest to be transferred pursuant
thereto.

1.21 "VISTEON BALANCE SHEET" shall mean the balance sheet for Visteon Automotive
Systems as of March 31, 2000, as prepared by Ford.

1.22 "VISTEON EMPLOYEES" shall mean

         (i)      Active Ford Business Employees who are transferred to Visteon
                  pursuant to the terms hereof and who are at work on the
                  Transfer Date including those on paid time off (i.e., Jury
                  Duty Pay, Bereavement Pay, Short Term Military Pay, Vacation
                  Pay and Paid Holiday) and those on reduced or



                                       5

                  alternate worK schedules; and

         (ii)     Inactive Ford Business Employees or Ford Retirees on a
                  disability retirement who are transferred to Visteon pursuant
                  to the terms hereof on the Reinstatement Date or Disability
                  Retiree Reinstatement Date.

         For purposes of this Agreement, Visteon Employees shall not include any
employees hired directly by Visteon after the Transfer Date, except for those
specified in (ii) above. "Visteon Employees" shall also include any Ford
employee who transferred to Visteon after the Transfer Date and on or prior to
the Distribution Date.

1.23 "VISTEON RETIREE" shall mean a former Ford Business Employee, or a
surviving spouse or beneficiary of a former Ford Business Employee, who became a
Visteon Employee and who terminated service with Visteon after the Benefit
Transition Date and is receiving retirement benefits under a Ford sponsored
retirement plan and a Visteon sponsored retirement plan.

                                   ARTICLE II

                            EMPLOYMENT RESPONSIBILITY

2.01     EMPLOYEE CENSUS.

         On the Transfer Date, Ford shall provide Visteon a preliminary employee
census ("Employee Census") containing the following information:

         (i)      a list of all Active Ford Business Employees by location;

         (ii)     a list of all Inactive Ford Business Employees by location;

         (iii)    the job classification of each Ford Business Employee;

         (iv)     the Ford Service Date of each Ford Business Employee;

         (v)      the base monthly salary of each Ford Business Employee;

         (vi)     the reason for any absence of any Ford Inactive Business
                  Employee and the date any leave expires.

Ford shall finalize the Employee Census no later than thirty (30) days after the
Transfer Date, subject to Visteon review. Ford shall not be responsible for
providing Visteon an Employee Census of the Global Ford Business Employees.

2.02     EMPLOYMENT TRANSFER.

         Unless otherwise agreed, Ford shall transfer the employment of the
Active Ford Business Employees to Visteon effective on the Transfer Date and the
Active Ford Business Employees shall become Visteon Employees effective on the
Transfer Date. Ford shall transfer to Visteon the employment of an Inactive Ford
Business Employee who is recalled from layoff or other inactive status or
requests reinstatement on or



                                       6

before the date such employee's leave of absence expires or as of the date such
employee's medical disability ceases and such employee is released by their
personal physician to return to their former position of employment or a
comparable position consistent with any medical restrictions, as applicable (the
"Reinstatement Date"). In addition, Ford shall transfer to Visteon employment
responsibility for a Ford Retiree on a disability retirement ("Disability
Retiree") on the date the medical disability ceases, such employee is released
by their personal physician to return to their former position of employment or
a comparable position consistent with any medical restrictions, and the
retirement committee approves the return to work ("Disability Retiree
Reinstatement Date"). The Transfer Date, the Reinstatement Date and the
Disability Retiree Reinstatement Date shall be known as the "Employment Date".
Notwithstanding the above, Visteon shall remain financially responsible for any
costs incurred by Ford or its benefit plans and programs related to the Inactive
Ford Business Employees between the Transfer Date and the Employment Date, and
Visteon shall reimburse Ford for any such costs under a method to be mutually
agreed by the Parties. A Ford Business Employee who is on an international
service assignment to a non-Business activity as of the Distribution Date shall
remain in such assignment until scheduled to return and shall return to the
originating activity. A Ford employee who is on international service assignment
to a Business activity as of the Distribution Date shall remain in such
assignment until scheduled to return and shall return to the originating
activity. Visteon or Ford, as applicable, shall reimburse the other for the
costs of such employees after the Distribution Date under a method to be
mutually agreed by the Parties. A Ford Business Employee who is on international
service assignment to a non-Business activity as of the Distribution Date shall
be considered a Visteon Employee as of the Transfer Date, and generally shall be
covered under the terms of this Agreement to the same extent as other Visteon
Employees. Visteon and Ford shall determine at a later date appropriate
transition measures for such employees, and for a Ford employee who is on
international service assignment to a Business activity as of the Distribution
Date, pursuant to the process described in Section 3.13.

2.03     RECOGNITION OF SERVICE.

         Visteon shall recognize, or shall cause its subsidiaries or affiliates
to recognize, the Ford Service Date or Subsidiary Service Date, as applicable,
of each Global Visteon Employee in determining years of service under the
employee benefit plans and other compensation and benefit practices and polices
of Visteon or its subsidiaries or affiliates both prior to the Benefit
Transition Date and thereafter, except as otherwise provided in this Agreement.

2.04     COMPENSATION AND BENEFIT PLANS.

         Visteon shall pay each Global Visteon Employee at the same base salary
rate or hourly rate as was applicable to them as a Global Ford Business
Employee, and shall implement any merit, promotional or other increases that
were scheduled to go into effect as of the Transfer Date. Effective on the
Transfer Date, and except as otherwise provided in this Agreement, Visteon shall
adopt the same benefit plans and programs


                                       7

for Visteon Employees as are in effect for Ford Business Employees as of the
Transfer Date, and shall participate in the Ford employee benefit plans and
programs as a participating subsidiary or its equivalent until the Benefit
Transition Date. Visteon shall reimburse Ford for any such legally incurred cost
and expense consistent with the methods presently in effect for charging such
expenses to participating subsidiaries or their equivalents using methodology
consistent with U.S. GAAP and acceptable to both Parties. In addition, Visteon
shall reimburse Ford for any costs and expense incurred prior to the Benefit
Transition Date and that relate to Ford Retirees under an incentivized
separation program. Effective on the Benefit Transition Date, and except as
otherwise provided herein, Visteon shall adopt, or shall cause its subsidiaries
or affiliates to maintain or adopt, benefit plans and programs for the U.S.
Global Visteon Employees that are substantially comparable in the aggregate to
those that were in effect on the day immediately preceding the Benefit
Transition Date and shall continue such programs substantially in effect for at
least four (4) years after the Distribution Date, provided, however, if Ford
makes changes in the benefit plans and programs applicable to Ford employees
during the four (4) year period, Visteon or its subsidiaries or affiliates, as
applicable, shall be permitted, but shall not be required, to make a comparable
change. The comparability period shall not be effective with respect to U.S.
employees of Visteon who were hired as new hires by Visteon after the Transfer
Date or with respect to non-U.S. Global Visteon Employees. Except as otherwise
provided in this Agreement, Ford shall take such action as is necessary to
eliminate Global Visteon Employees from Ford sponsored benefit plans and
programs as of the Benefit Transition Date unless otherwise agreed by the
Parties, and thereafter Global Visteon Employees shall have no rights under any
such plans or programs.

2.05     PAID TIME OFF.

         Effective as of the Employment Date, each Global Visteon Employee shall
retain the same paid time off eligibility they had under Ford's paid time off
policy, or the policy of Ford's Subsidiaries or Affiliates. Any paid time off
used by a Global Ford Business Employee in 2000 prior to the Employment Date
shall be counted against such employee's entitlement as a Global Visteon
Employee after the Distribution Date until December 31, 2000.

2.06     COLLECTIVE BARGAINING AGREEMENTS.

         Certain of the Ford Business Employees are covered under the terms of
the collective bargaining agreements listed on Attachment A. Effective as of the
Transfer Date, Visteon shall assume the obligation of Ford under the collective
bargaining agreements applicable to such employees, and Ford shall be relieved
of any further obligations under such agreements with respect to such employees.
The Agreement Governing the Separation of the Ford Visteon Organization dated
January 25, 2000 between Ford and the Ford European Works Council, attached
hereto as Attachment B, shall apply to the Ford Business Employees represented
by the Ford European Works Council, and Visteon agrees to abide by its terms.



                                       8

2.07     REEMPLOYMENT RESTRICTION.

         Except with the consent of Visteon, Ford shall not hire any Global
Visteon Employee during the period commencing as of the Distribution Date and
terminating twelve months thereafter, unless otherwise required by law.

         Notwithstanding the above, Ford shall be permitted to hire any Global
Visteon Employee during the twelve month period in the event such Global Visteon
Employee incurs an employment loss as a result of a Reduction in Force (as
hereafter defined). A "Reduction In Force" means an action by Visteon that
results in an employment loss for (i) at least ten (10) employees either within
a thirty (30) day period or at any time if the employment loss was related to a
single employment decision or (ii) any number of employees in the event of a
plant or facility closing. An employee suffers an employment loss if (i) the
individual's employment ends for any reason other than a discharge for cause,
voluntary resignation or voluntary retirement; (ii) the individual is placed on
a layoff which is reasonably expected to exceed six months; or (iii) the
individual's hours of employment are reasonably expected to be involuntarily
reduced by more than fifty (50) percent during each month of a six month period.
An employment loss shall not be deemed to have occurred if the employee was
transferred to a successor employer in connection with a sale, disposition or
reorganization of all or any part of Visteon's business.

                                   ARTICLE III

                             EMPLOYEE BENEFIT PLANS

3.01     U.S. QUALIFIED DEFINED BENEFIT RETIREMENT PLANS.

         a.       GRP Participating Subsidiary. U.S. Ford Business Employees
                  participate in the GRP as employees of Ford. Effective as of
                  the Transfer Date, Visteon shall take such corporate action as
                  is necessary to participate in the GRP as a "Participating
                  Subsidiary" as defined in the GRP with respect to the Visteon
                  Employees until the Benefit Transition Date. Ford hereby
                  consents to such participation by Visteon. Visteon shall
                  reimburse Ford for the cost of any early separation incentive
                  programs applicable to U.S. Ford Business Employees prior to
                  the Benefit Transition Date.

         b.       Visteon Mirror GRP.

                  (i)      Establishment of Plan. Effective on the Benefit
                           Transition Date, or such later date as the Parties
                           may mutually agree, Visteon shall establish its own
                           defined benefit pension plan that with respect to
                           Group III Employees contains provisions that
                           duplicate the benefit provisions of the GRP as it
                           pertains to service prior to the Benefit Transition
                           Date and with respect to Group I and II Employees,
                           contains substantially comparable benefit provisions
                           with respect to


                                       9

                           service after the Benefit Transition Date ("Visteon
                           Mirror GRP"). The Visteon Mirror GRP shall be
                           responsible for providing retirement benefits for
                           Group I and Group II Employees for service on or
                           after the Benefit Transition Date and, subject to
                           receipt of the asset transfer described below, for
                           Group III Employees for service recognized under the
                           GRP prior to the Benefit Transition Date and for
                           service with Visteon after the Benefit Transition
                           Date. The Visteon Mirror GRP shall recognize credited
                           service of Visteon Employees under the GRP through
                           the Benefit Transition Date for purposes of
                           eligibility to participate and eligibility for
                           benefits to the same extent as such credited service
                           (or ERISA service) was counted under the GRP.
                           Notwithstanding the above, for purposes of
                           calculating the Part B Contributory Benefit, only a
                           total of thirty five (35) years of combined Ford and
                           Visteon service may be used. Apportionment of the
                           Part B Contributory Benefit between the GRP and the
                           Visteon Mirror GRP when total years of Contributory
                           Service exceed 35, shall be computed as follows:

                                  GRP:                    PB x N / 35

                                  Visteon Mirror GRP:     PB x (35 - N) / 35

                           where PB is the total Part B Contributory Benefit
                           payable under the GRP computed as if the participant
                           had 35 years of GRP Contributory Service at date of
                           retirement and N is the number of years (and months)
                           of Contributory Service under the GRP to a maximum of
                           35 years.

                  (ii)     Asset Transfer Valuation. Ford shall cause to be
                           transferred from the GRP assets in cash or cash
                           equivalents, or marketable securities reasonably
                           acceptable to Visteon, that shall equal the projected
                           benefit obligation, as defined in SFAS No. 87, of the
                           liabilities related to the Group III Employees as of
                           the Benefit Transition Date ("GRP PBO Value")
                           determined by an independent actuary appointed by
                           Ford ("Ford Actuary") in accordance with the
                           principles stated below:

                           (A)      The present value of liabilities will be
                                    determined under SFAS No. 87 as the
                                    projected benefit obligation, using the
                                    actuarial assumptions and methods that are
                                    published in the most recent actuarial
                                    valuation for accounting purposes for the
                                    GRP prepared by Buck Consultants.

                           (B)      A discount rate as of the Benefit Transition
                                    Date determined by Ford using its normal
                                    methods for developing a SFAS No. 87
                                    discount rate but based on market interest
                                    rates as of the Benefit Transition Date.



                                       10

                           In no event shall the GRP PBO Value as calculated on
                           the basis described above result in an asset transfer
                           less than the amount necessary to reflect the
                           requirements of the provisions of Code Section 411(d)
                           and 414(l) and the Treasury Regulations issued
                           thereunder and the actuarial methods and assumptions
                           established by the PBGC with respect to spin-offs of
                           pension plans where liabilities, for purposes of Code
                           Section 411 (d) and 414(l), are calculated using a
                           discount rate equal to the applicable rate or rates
                           published by the PBGC and in effect for plans
                           terminating on the Benefit Transition Date. The
                           determination of the GRP PBO Value by the Ford
                           Actuary shall be submitted to an independent actuary
                           appointed by Visteon (the "Visteon Actuary") for
                           verification but such verification shall relate only
                           to the calculation of the GRP PBO Value on the basis
                           set forth above. If the Visteon Actuary and the Ford
                           Actuary are unable to agree on a verification, they
                           shall jointly designate a third independent actuary
                           whose verification shall be final and binding. Ford
                           and Visteon shall each pay one-half of the costs of
                           such third actuary.

                  (iii)    Transfer to Qualified Plan. Within ninety (90) days
                           of the Transfer Date (but in no event later than the
                           Benefit Transition Date), Visteon shall provide Ford
                           with the plan document for the Visteon Mirror GRP,
                           together with either (A) an opinion letter of counsel
                           reasonably acceptable to Ford that the Visteon Mirror
                           GRP satisfies the requirements for qualification
                           under Section 401 (a) of the Code as of its effective
                           date or will be amended to meet the qualification
                           requirements in the event the IRS requires
                           retroactive amendments to the Visteon Mirror Plan as
                           part of the determination letter process and that the
                           transfer of assets provided in (iv) below shall not
                           affect the qualification of such plan, or (B) a
                           favorable determination letter issued by the IRS that
                           the Visteon Mirror GRP satisfies the requirements for
                           qualification under Section 401 (a) of the Code as of
                           its effective date.

                  (iv)     Asset Transfer. As soon as practicable after the
                           latest of (A) the date on which the GRP PBO Value is
                           determined and verified pursuant to (ii) above, (B)
                           the expiration of thirty days following the filing of
                           Forms 5310 with the IRS and PBGC in respect of the
                           GRP and the Visteon Mirror GRP or (C) the receipt by
                           Ford of the opinion or determination letters
                           described in (iii) above and determination by Ford
                           that the Visteon Mirror GRP satisfies the terms of
                           this Agreement (the "Asset Transfer Date"), Ford
                           shall cause the trustee of the GRP to transfer assets
                           and respective liability therefore to the Visteon
                           Mirror Pension Plan in such amount and in such form
                           as provided in (ii) above, together with interest



                                       11

                           from the Benefit Transition Date to the first of the
                           month immediately preceding the Asset Transfer Date,
                           at the Ford Master Trust rate or return, and
                           thereafter until the Asset Transfer Date, interest at
                           the 90-day Treasury Bill rate on a bond equivalent
                           yield in effect on the last business day of the month
                           immediately preceding or coincident with the Asset
                           Transfer Date as quoted in the Wall Street Journal.

                  (v)      No Further Liability. Upon receipt of the transferred
                           assets from the GRP, neither Ford nor the GRP shall
                           have any further liability to the Group III Employees
                           for benefits for service under the GRP with respect
                           to which liabilities and assets have been
                           transferred. Ford and Visteon shall use their
                           respective best efforts to make amendments to their
                           respective plans and trusts as may be necessary or
                           appropriate to effect the transfers contemplated by
                           these provisions.

                  (vi)     Pension Security. The assets of the Visteon Mirror
                           GRP that are transferred from the GRP trust as
                           provided in section (iv) above, and any earnings
                           thereon, shall be held in a separate trust for a
                           period equal to five years commencing as of the
                           Benefit Transition Date. Such assets shall be
                           available only for the purposes of providing pension
                           benefits for plan participants and their
                           beneficiaries for service under the Ford GRP through
                           the Benefit Transition Date ("Visteon Past Service
                           Trust"). In the event the assets in the Visteon Past
                           Service Trust are insufficient to pay the liability
                           for accrued benefits measured on a plan termination
                           basis, determined as of each year end, using PBGC
                           assumptions, including the PBGC discount rates,
                           mortality tables and expected retirement ages unless
                           Ford agrees to such other rates, tables and
                           assumptions certified to by the Visteon Actuary as
                           appropriate for measuring liabilities on a plan
                           termination basis, while such Visteon Past Service
                           Trust is maintained, Visteon shall contribute
                           sufficient cash within thirty days of the date the
                           year-end calculation is complete to restore the
                           assets in the Visteon Past Service Trust to be at
                           least equal to such termination liability.
                           Notwithstanding the above, Visteon need not
                           contribute in any year an amount greater than the
                           maximum tax deductible contribution allowed for such
                           year, and provided further, that if the contribution
                           required would exceed $10 million in any year,
                           Visteon shall have the option to pay $10 million the
                           first year, and shall pay the balance in succeeding
                           years in annual installments of at least $5 million
                           until the obligation is satisfied, together with
                           interest on the obligation at the 90 day Treasury
                           Bill rate as quoted in the Wall Street Journal for
                           the relevant period (the "Financial Burden Formula").
                           Visteon shall not terminate the Visteon Mirror GRP
                           and revert assets to Visteon for a



                                       12

                           period of five years after the Benefit Transition
                           Date. Visteon shall not invest any assets of the
                           Visteon Past Service Trust in an employer security as
                           defined in Section 407(d)(1) of ERISA for a period of
                           five years after the Benefit Transition Date.

         c.       Ford GRP Pension Liability.

                  (i)      Ford Retirees. The GRP shall retain liability for
                           retirement benefits for all Ford Retirees, and shall
                           retain all GRP assets with respect thereto. The
                           benefits payable shall be based on the benefit
                           provisions applicable under the GRP as of the date of
                           retirement, and as may be subsequently amended. To
                           the extent that such benefit is based on final
                           average salary under the GRP, the GRP will take into
                           account any base salary paid at Visteon while an
                           employee as of the December 31 prior to the Benefit
                           Transition Date. Ford shall amend the GRP to provide
                           that Ford Retirees may be employed at Visteon after
                           the Distribution Date and remain eligible to receive
                           benefits under the GRP.

                  (ii)     Group I and Group II Employees For Pre-Benefit
                           Transition Date Service. The GRP shall retain
                           liability for retirement benefits of Group I and
                           Group II Employees, but only for service through the
                           Benefit Transition Date. The GRP shall recognize
                           credited service (or ERISA service) of U.S. Visteon
                           Employees under the Visteon Mirror GRP for purposes
                           of eligibility to participate and eligibility for
                           benefits to the same extent as if such credited
                           service (or ERISA service) was earned under the GRP,
                           but not for purposes of benefit calculation. The
                           retirement benefits paid to Group I and Group II
                           Employees from the GRP shall be based on the benefits
                           in effect as of the retirement date using the final
                           average salary of the Group I or Group II Employee at
                           retirement from Visteon, giving effect to Visteon
                           base salary increases after the Benefit Transition
                           Date. Visteon shall reimburse Ford for the following
                           additional costs: (A) the cost of benefit increases
                           under the GRP that occur after the Benefit Transition
                           Date and relate to service prior to the Benefit
                           Transition Date; (B) for the effect on the PBO
                           related to Group I and Group II Employees for any
                           Visteon average merit salary increase which exceeds
                           the average Ford merit increase by one-half percent
                           in any given year, provided Visteon shall receive
                           credit if the Visteon average merit salary increase
                           is less than the average Ford merit increase by
                           one-half percent in any given year; and (C) for the
                           effect on the PBO related to Group I and Group II
                           Employees as a result of Visteon's implementation of
                           any early separation incentive programs or a
                           Reduction in Force, provided however, that Visteon
                           shall receive credit if the effect of such programs
                           reduces the PBO. For purposes of the 2001 Visteon
                           Separation Programs, as defined



                                       13

                           below, it is acknowledged and agreed that the present
                           value as of July 1, 2001 for the effect of the 2001
                           Visteon Separation Program (phase 1) on the PBO
                           related to the Group I and Group II Employees is
                           $28,865,296.00 and as of September 1, 2001 (phase II)
                           the effect is $1,947,437.00, which also includes the
                           effect on the PBO related to the BEP and SERP as
                           provided in Section 3.02(c)(ii), as amended. In
                           accordance with Exhibit Z, Visteon shall reimburse
                           Ford $ 30,812,733.00, together with interest, as
                           provided below. The "2001 Visteon Separation Program"
                           shall mean involuntary separation programs
                           established by Visteon for calendar year 2001. Such
                           reimbursements shall be done annually no later than
                           the later of (a) March 31 with respect to the
                           preceding calendar year and (b) thirty days after the
                           annual actuarial valuation of the GRP is completed by
                           the Ford Actuary and verified by the Visteon Actuary.
                           If the reimbursements for either Party exceed in the
                           aggregate $10 million per year (relating to costs
                           under (A), (B) and (C) under Section 3.02(c) (ii) or
                           under this Section incurred in that year, but not
                           including costs under (A), (B) and (C) under Section
                           3.01c(ii) or this Section for prior years, the Party
                           with the obligation shall have the option to pay the
                           obligation according to the Financial Burden Formula.

         d.       Prorated GRP Supplements.

                  (i)      Early Retirement Supplement. To the extent that an
                           Early Retirement Supplement is payable under the GRP
                           to a Group I or Group II Employee who has completed
                           at least 30 years combined GRP and Visteon Mirror GRP
                           credited service, the amount of the Early Retirement
                           Supplement shall be computed as described below:

                           (a)      The GRP shall pay an Early Retirement
                                    Supplement equal to:

                                    ("Total 30 and Out Benefit" minus LIB) x FS
                                    (Max. 30) / 30

                           (b)      While the Visteon Mirror GRP has the same
                                    benefit provisions as the Ford GRP, the
                                    Visteon Mirror GRP shall pay an Early
                                    Retirement Supplement equal to:

                                    ("Total 30 and Out Benefit" minus LIB) x [30
                                    minus FS (Max. 30)] / 30

                                    where



                                       14

                                    "Total 30 and Out Benefit" is the Total 30
                                    and Out Benefit applicable when the total
                                    GRP and Visteon Mirror GRP credited service
                                    exceeds 30 years. For illustration, the
                                    amount of Total 30 and Out Benefit from
                                    October 1, 1999 to September 30, 2000 is
                                    $2,380 per month.

                                    "FS (Max. 30)" is total credited service in
                                    the GRP, not to exceed 30 years.

                                    "LIB" is the monthly Life Income Benefit
                                    (before survivor option) applicable to the
                                    total GRP and Visteon Mirror GRP credited
                                    service.

                                    The amount of "Total 30 and Out Benefit"
                                    minus LIB cannot be negative.

                           (c)      Exhibit AA illustrates the methodology.

                  (i)      Interim Supplement or Temporary Benefit. To the
                           extent that any Interim Supplement or Temporary
                           Benefit is payable under the GRP to a Group I or
                           Group II Employee, the amount of the Interim.
                           Supplement or Temporary Benefit as applicable, shall
                           be determined by multiplying the number of years of
                           credited service (not to exceed 30), including
                           fractions of a year, under the GRP as of the Benefit
                           Transition Date by the monthly Interim Supplement
                           Rate, or Temporary Benefit Rate, as applicable, in
                           effect at the time of retirement. To the extent that
                           any Interim or Temporary Benefit is payable under the
                           Visteon Mirror GRP to a Group I or Group II Employee,
                           the amount of the benefit shall be determined by
                           multiplying the number of years of credited service
                           (except if the combined Ford and Visteon service
                           exceeds thirty, then the Visteon benefit shall be
                           determined by subtracting from thirty years the years
                           of Ford credited service), including fractions of a
                           year, under the Visteon Mirror GRP by the monthly
                           Interim Supplement Rate, or Temporary Benefit Rate,
                           as applicable, in effect at the time of retirement.
                           In the event a Group I or Group II Employee has
                           credited service under the GRP of thirty or more
                           years as of the Benefit Transition Date, no Visteon
                           Mirror Interim Supplement or Temporary Benefit shall
                           be payable.

         e.       Group II Employees Who Fail Grow-in. Except as otherwise
                  provided by law, for those Group II Employees who do not
                  continue to be employed by Visteon or a successor to Visteon
                  until such time as their age and combined service with Ford
                  through the Benefit Transition Date and with Visteon or its
                  successor after the Benefit Transition Date would be
                  sufficient to result in eligibility for retirement under the
                  GRP, any benefit



                                       15

                  payable for years of service prior to the Benefit Transition
                  Date shall be based on the benefit rate and final average
                  salary, if applicable, in effect under the GRP on the date
                  such employee breaks service under the Visteon Mirror GRP. In
                  such event, such employee shall be treated as a "deferred
                  vestee" under the GRP, if otherwise eligible based on combined
                  service. Benefits for service at Visteon after the Benefit
                  Transition Date shall be payable by Visteon. Notwithstanding
                  the above, in the event that Visteon implements a Reduction in
                  Force that prevents a Group II Employee who is at least age 45
                  with 10 or more years of credited service under the GRP at the
                  time of separation from Visteon employment from achieving
                  eligibility for the grow-in because the employee was separated
                  from Visteon employment, Ford shall amend the GRP to provide
                  that such affected Group II Employee shall be permitted to
                  continue to grow-in to retirement eligibility despite the
                  employment loss. Such a Group II Employee shall be eligible
                  for the following types of retirement under the GRP. If the
                  Group II Employee was between ages 50 and 54 (inclusive) with
                  at least 10 years of credited service recognized under the GRP
                  at the time of separation from Visteon employment prior to
                  April 1, 2002, such employee shall be eligible for a special
                  early retirement benefit under the GRP commencing at age 55.
                  If the Group II Employee was between ages 50 and 54
                  (inclusive) with at least 10 years of credited service
                  recognized under the GRP at the time of separation from
                  Visteon employment on or after April 1, 2002, such employee
                  shall be eligible for a regular early retirement benefit
                  commencing at age 55 but not a special early or disability
                  retirement benefit. If the Group II Employee was between ages
                  45 and 49 (inclusive) with at least 10 years of credited
                  service recognized under the GRP at the time of separation
                  from Visteon employment, such employee shall be eligible for a
                  regular early retirement benefit commencing at age 55, but
                  shall not be eligible for an Early Retirement Supplement or
                  Interim Supplement under the GRP or a special early or
                  disability retirement benefit. Any benefit payable under the
                  GRP for years of service prior to the Benefit Transition Date
                  shall be based on the benefit rate in effect on the employee's
                  retirement date and final average salary, if applicable, in
                  effect on the date such employee breaks service under the
                  Visteon Mirror GRP. The cost of providing any post retirement
                  health and life benefits under the Plans for such a Group II
                  Employee shall be paid by Visteon, in accordance with Section
                  3.03 as provided for other Group II Employees.

         f.       U.S. Master Trust. After the Transfer Date, the defined
                  benefit plans of Ford Electronics arid Refrigeration, LLC.
                  ("FE&R") may continue to participate in the U.S. Ford Master
                  Trust until the Benefit Transition Date. Visteon shall
                  establish a U.S. Visteon Master Trust no later than the
                  Benefit Transition Date and Ford shall cause the Trustee of
                  the U.S. Ford Master Trust to transfer the assets in such U.S.
                  Ford Master Trust allocable to FE&R's defined benefit plans to
                  the trustee of the U.S. Visteon



                                       16

                  Master Trust. Assets shall be valued at the end of the month
                  coincident with or following the Distribution Date ("Valuation
                  Date") and cash or cash equivalents, or marketable securities
                  acceptable to Visteon, shall be transferred within thirty (30)
                  days thereafter, together with interest from the Valuation
                  Date to the asset transfer date at the 90-day Treasury Bill
                  rate on a bond equivalent yield in effect on the last business
                  day of the month immediately preceding the asset transfer date
                  as quoted in the Wall Street Journal. Assets attributable to
                  such plans that are held outside the Ford Master Trust also
                  shall be transferred to Visteon on or before the asset
                  transfer date, in such form as such assets are presently held.
                  Nothing herein contained shall be construed as to prohibit
                  Ford from causing Visteon to transfer assets and liabilities
                  from FE&R sponsored salaried defined benefit plans to Ford
                  sponsored defined benefit plans prior to the Benefit
                  Transition Date for the purpose of aligning appropriate
                  liabilities with respect to the Business, provided such
                  transfers comply with applicable law and result in each such
                  FE&R salaried defined benefit plan having assets with a fair
                  market value as of January 1,2000 equal to the projected
                  benefit obligation, as defined in SFAS No. 87, of the
                  liabilities related to non-transferred participants in each
                  such plan as of January 1, 2000. Visteon shall cooperate with
                  Ford in effectuating such transfers in the period between the
                  Transfer Date and the Benefit Transition Date.

         g.       Avoidance of Duplication. Both Ford and Visteon recognize
                  that, while the benefit provisions of the Visteon Mirror GRP
                  are the same as the GRP, the retirement benefits payable to a
                  Group I or Group II Employee who retires with credited service
                  in both plans is to equal the benefit otherwise payable to
                  such employee as if total credited service were in the GRP.

                  Both Ford and Visteon agree that application of this Agreement
                  shall, in all respects, be consistent with this principle.

         h.       Disability Retirement. Notwithstanding anything herein to the
                  contrary, in the event a Group I Employee (other than a Group
                  I Employee who as of the Benefit Transition Date is eligible
                  for immediate normal retirement under the provisions of the
                  GRP as in effect on the Benefit Transition Date) or a Group II
                  Employee

                  (i)      becomes totally and permanently disabled as provided
                           for under the terms of the GRP; and

                  (ii)     such disability is approved by the GRP Retirement
                           Committee,

                  the GRP shall pay Disability Retirement benefits based on the
                  employee's credited service through the Benefit Transition
                  Date.

3.02     U.S. NON-QUALIFIED RETIREMENT PLANS.



                                       17

         a.       Participating Subsidiary. Ford maintains the following U.S.
                  non-qualified retirement plans in which certain U.S. Ford
                  Business Employees who are eligible under the terms of the
                  plans participate: The Benefit Equalization Plan ("BEP"), the
                  Supplemental Executive Retirement Plan ("SERP") and the
                  Executive Separation Allowance Plan ("ESAP") and the Select
                  Retirement Plan ("SRP"). As of the Transfer Date, Visteon
                  shall take such corporate action as is necessary to become a
                  Participating Subsidiary under the SERP, ESAP and SRP and Ford
                  hereby consents to such participation.

         b.       Visteon Mirror NQPs. Effective on the Benefit Transition Date,
                  Visteon shall establish for the benefit of the U.S. Visteon
                  Employees who are otherwise eligible as of the Benefit
                  Transition Date for a BEP, SERP or ESAP benefit, its own
                  non-qualified retirement plans that with respect to eligible
                  Group III Employees contain provisions that duplicate the
                  benefit provisions of the BEP, SERP and ESAP as it pertains to
                  service prior to the Benefit Transition Date and with respect
                  to eligible Group I and Group II Employees, contains
                  substantially comparable benefit provisions with respect to
                  service after the Benefit Transition Date ("Visteon Mirror
                  NQPs"). For eligible Group I and Group II Employees, Visteon
                  shall be responsible for paying a benefit for service after
                  the Benefit Transition Date under the Visteon Mirror NQPs. For
                  eligible Group III Employees, the liability for any service
                  prior to the Benefit Transition Date under the BEP, SERP and
                  ESAP shall be transferred to the respective Visteon Mirror
                  NQPs, and Visteon shall be responsible for paying a benefit
                  based on combined service at Ford and Visteon. Visteon's
                  Mirror NQPs shall recognize service at Ford for purposes of
                  determining any minimum years of service to achieve
                  eligibility for benefits under such plans.

                  The Group I and Group II Employees' ESAP benefits shall be
                  computed as follows:

                  Ford ESAP: FS x TB / TS

                  where

                  FS is service with Ford and Visteon, up to the Benefit
                  Transition Date
                  VS is service with Visteon after the Benefit Transition Date
                  TS is the sum of FS and VS
                  TB is the total ESAP benefit payable in respect of total Ford
                  and Visteon service based on the Group I or Group II
                  Employee's Leadership Level on the day prior to the Benefit
                  Transition Date.

         c.       Ford Liability.



                                       18

                  (i)      Ford Retirees. Ford shall retain the liability for
                           eligible Ford Retirees. The benefit payable under the
                           BEP, SERP, ESAP and SRP shall be based on the benefit
                           provisions applicable under such plans as of the date
                           of retirement, and as may be subsequently amended. To
                           the extent such benefit is based on final average
                           salary or final salary, the applicable plan will take
                           into account any base salary paid at Visteon prior to
                           the Benefit Transition Date. Ford Retirees may be
                           employed at Visteon after the Distribution Date and
                           remain eligible to receive benefits under the BEP,
                           SERP, ESAP and SRP.

                  (ii)     Group I and Group II Employees for Pre-Benefit
                           Transition Date Service. Ford shall retain the
                           liability for benefits for Group I or Group II
                           Employees who have attained the minimum Leadership
                           Level required for such benefits as of the Benefit
                           Transition Date, but only for service through the
                           Benefit Transition Date. For example, a Group I or
                           Group II Employee who attains Leadership Level 1 or 2
                           on or after the Benefit Transition Date shall have no
                           benefit payable under ESAP. In the event a Group I or
                           Group II Employee who has attained the minimum
                           Leadership Level required for such benefits as of the
                           Benefit Transition Date, is subsequently promoted by
                           Visteon, the benefit payable to such an employee
                           under the SERP with respect to service prior to the
                           Benefit Transition Date will be calculated on the
                           basis of the accrual rate applicable to such
                           employee's Leadership Level or Officer position as of
                           the Benefit Transition Date. At retirement the
                           Visteon SERP shall pay any increase to the past
                           service SERP benefit related to the change in the
                           benefit accrual rate resulting from such promotion.
                           As soon as practical after the Benefit Transition
                           Date, Visteon shall pay cash to Ford in an amount
                           equal to the BEP, SERP and ESAP projected benefit
                           obligation with respect to the eligible Group I or
                           Group II Employees determined by the Ford Actuary and
                           verified by the Visteon Actuary as of the Benefit
                           Transition Date. If the Visteon Actuary and the Ford
                           Actuary are unable to agree on a verification, they
                           shall jointly designate a third independent actuary
                           whose verification shall be final and binding. Ford
                           and Visteon shall each pay one-half of the costs of
                           such third actuary. The benefits paid to an eligible
                           Group I or Group II Employee from the BEP, SERP and
                           ESAP shall be based on the accrued benefits and
                           eligibility, at rates in effect as of the retirement
                           date using the final average salary, or final salary
                           as applicable, of the eligible Group I or Group II
                           Employee at retirement, giving effect to Visteon
                           salary increases after the Benefit Transition Date,
                           but not changes in the benefit accrual rate resulting
                           from promotions after the Benefit Transition Date.
                           Visteon shall reimburse Ford for the following
                           additional costs: (A) the cost of benefit increases
                           under the BEP, SERP and ESAP that occur after the
                           Benefit Transition Date including changes in the
                           benefit accrual



                                       19

                           rate but not changes in the benefit accrual rate
                           resulting from promotions after the Benefit
                           Transition Date, when such increases occur; (B) for
                           the effect on the PBO for any Visteon average merit
                           salary increase which exceeds the average Ford merit
                           increase by one-half percent in any given year
                           provided that Visteon shall receive credit if the
                           Visteon average merit salary increase is less than
                           the average Ford merit increase by one-half percent
                           in any given year; and (C) for the effect on the PBO
                           related to Group I and Group II Employees as a result
                           of Visteon's implementation of any early separation
                           incentive programs or a Reduction in Force, provided
                           however, that Visteon shall receive credit if the
                           effect of such programs reduces the PBO. The method
                           of computing the reimbursements shall be as described
                           on Schedules X, Y and Z. The discount rate to be used
                           in the computation in Appendix Z shall be the rate
                           that Ford would have used for a SFAS 88 calculation
                           based on Ford's normal methods of deriving such rate.
                           For the avoidance of doubt, this discount rate would
                           generally be the same as the discount rate at the
                           start of the calendar year unless either (a) the
                           early separation incentive program or Reduction in
                           Force constitutes a material event requiring a
                           restatement of liabilities or (b) the separation
                           program generated the majority of terminations in
                           December. The amount of reimbursement shall be
                           determined by Ford's Actuary and shall be subject to
                           verification by Visteon's Actuary. If the Visteon
                           Actuary and the Ford Actuary are unable to agree on a
                           verification, they shall jointly designate a third
                           independent actuary whose verification shall be final
                           and binding. Ford and Visteon shall each pay one-half
                           of the costs of such third actuary. Such
                           reimbursements shall be done annually no later than
                           the later of (a) March 31 with respect to the
                           preceding calendar year and (b) thirty days after the
                           annual actuarial valuation of the BEP, SERP and ESAP
                           is completed by the Ford Actuary and verified by the
                           Visteon Actuary. If the reimbursements for either
                           Party exceed in the aggregate $10 million per year
                           (relating to costs under (A), (B) and (C) above or
                           under (A), (B) or (C) under Section 3.01 c(ii)
                           incurred in that year, but not including costs under
                           (A), (B) and (C) above or under (A), (B) or (C) under
                           Section 3.01 c(ii) incurred in prior years), the
                           Party with the obligation shall have the option to
                           pay the obligation according to the Financial Burden
                           Formula.

                  (iii)    Group III Employees. After the Benefit Transition
                           Date, Ford shall have no liability for benefits
                           payable to eligible Group III Employees with respect
                           to service prior to the Benefit Transition Date.



                                       20

3.03     RETIREE HEALTH CARE AND RETIREE LIFE INSURANCE.

         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.

         a.       Determination of Annual Cash OPEB Reimbursement. For the
                  portion of 2000 that follows the Benefit Transition Date and
                  for each calendar year thereafter until the OPEB liability for
                  the Group I and Group II Employees is extinguished, the annual
                  cash OPEB reimbursement to the Plans for any given year shall
                  be an amount equal to the sum of (i) and (ii) where:

                  (i)      is the estimated amount of OPEB claims paid during
                           the period to the Group I and Group II Employees who
                           retire after the Benefit Transition Date, together
                           with their spouses or dependents, determined on the
                           basis of average per contract claims costs for Ford
                           salaried retirees; and

                  (ii)     is an allocable share of administration expenses
                           based on ratio of OPEB Liability for Group I and II
                           Employees to the total Ford salaried OPEB liability
                           unless Ford and Visteon agree to another method.

                  The Annual Cash OPEB Reimbursement shall be determined by the
                  Ford Actuary; the Visteon Actuary will have the opportunity to
                  verify the calculation. The cash shall be payable at a time
                  agreed by the Parties, but in no event shall the payment be
                  made any less frequently than monthly, in which event the
                  payment shall be due no later than fifteen days after the end
                  of the month.

         b.       Pre-Funding of SFAS 106 Liability. Visteon will establish and
                  maintain a Voluntary Employees' Beneficiary Association, other
                  tax-advantaged funded vehicle, such as a 401 (h) medical
                  account under a qualified pension plan, or a similar
                  bankruptcy remote trust (collectively "VEBA") whose purpose is
                  to reimburse the Plans in respect of the claims and
                  administration costs described in Section 3.03(a)(ii) above.
                  Visteon agrees that it will make a series of cash payments to
                  the VEBA with the intent that by December 31, 2049 the assets
                  in the VEBA will equal Visteon's balance sheet liability at
                  the same date for OPEB benefits in respect of Group I and
                  Group II Employees. The cash payment to the VEBA shall
                  commence no later than January 1, 2011 and shall be payable in
                  advance in twelve equal monthly installments as follows:



                                       21

                  (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) where:

                           (A)      is the OPEB balance sheet liability in
                                    respect of Group I and II Employees as of
                                    December 31, 2010 (this amounts to be
                                    determined by the Ford Actuary and verified
                                    by the Visteon Actuary), divided by 10; and

                           (B)      is the annual amortized SFAS 106 expense
                                    which is an amount equal to the SFAS 106
                                    expense with 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.

                  (ii)     For years 2021 through 2049. The amount of cash
                           payable to the Visteon VEBA in each year commencing
                           January 1, 2021 through December 31, 2049 shall be an
                           amount equal to the SFAS 106 expense for the year
                           determined as provided in Section 3.01(b)(i)(B)
                           above, reduced by the actual return on the VEBA, and
                           amortized over a period equal to 30 minus n (30-n)
                           where n is equal to the present year minus 2020.

                  (iii)    For years 2050 and After. The amount of cash payable
                           to the Visteon VEBA in each year commencing on or
                           after January 1, 2050 shall be an amount equal to the
                           SFAS 106 expense for the year determined as provided
                           in Section 3.01(b)(i)(B) above, reduced by the
                           actual return on the VEBA, if any.

                  If, at any annual valuation, the value of assets in the VEBA
                  equals or exceeds the remaining balance sheet liability in
                  respect of Group I and II Employees, the Parties will agree on
                  a revised payment schedule with the intent that, at December
                  31, 2049, the VEBA assets will be equal to the remaining
                  liability. No later than December 31, 2030, and at least every
                  five years thereafter, the Parties will review the funding
                  progress and adjust the formula as necessary to achieve that
                  intent.

                  Notwithstanding the above, Visteon may accelerate payments to
                  the VEBA in its discretion. In the event the tax law or
                  Visteon's tax position, subject to concurrence by Ford, would
                  not provide Visteon a current tax benefit for the level of
                  funding described above, Visteon may make only such
                  contributions to the VEBA that would provide a current tax
                  benefit to



                                       22

                  Visteon, provided, however that the balance of the funding
                  obligation is otherwise paid directly to Ford at such time as
                  the payments are otherwise due to the VEBA. For purposes of
                  the preceding sentence, the term "would not provide Visteon a
                  current tax benefit" shall include such instances where making
                  payments to the VEBA would cause adverse tax consequences to
                  Visteon, such as an increase in net operating loss or foreign
                  tax credit carryovers. Ford shall credit Visteon with interest
                  on any amounts paid directly to Ford under this paragraph at
                  the pretax rate of return earned annually on Ford's cash
                  portfolio.

         c.       Recordkeeping. In connection with administering Section 3.03
                  (a) above, Ford may decide to retain a third party service to
                  determine the correct amount of Visteon reimbursements
                  according to the methodology set forth in this Section 3.03.
                  If Ford decides to retain a third party service, Ford shall
                  consult with Visteon prior to appointing a third party
                  service, but Ford shall retain the right to appoint a third
                  party service in its sole discretion. Ford shall pay the
                  expense of such third party service and Visteon shall
                  reimburse Ford for such expense. The third party service shall
                  be subject to audits by either Ford or Visteon or their
                  authorized representatives.

         d.       Continuation of Arrangements. The terms set forth in this
                  Section 3.03 shall be in force until the last survivors and
                  dependents of Group I and Group II Employees in service as of
                  the Benefit Transition Date who are eligible for GRP
                  retirement or OPEB benefits are deceased, or upon earlier
                  termination agreed jointly by Ford and Visteon, including any
                  VEBA or other arrangements or methods agreed in Section
                  3.03(b) (unless the Parties' respective auditors advise that
                  joint agreement to terminate would jeopardize the expected
                  accounting treatment of such arrangements or methods).

         e.       Ability to Substitute. If necessary to preserve for each Party
                  the economic benefits bargained for under this Attachment, the
                  Parties agree to consider, in good faith, alternate methods of
                  computing payments under this Section 3.03 as a substitute for
                  the present provisions. Any method substituted shall have as
                  its objective to produce a fair estimate of the OPEB expense
                  and other payments as set forth in this Section 3.03. The
                  Parties may agree to substitute an alternative method of
                  computing reimbursement under this Section 3.03.

         f.       Actuarial Verification. If the Ford Actuary and the Visteon
                  Actuary are unable to agree on a verification, Ford and
                  Visteon shall jointly designate a third independent actuary
                  whose verification shall be final and binding. Ford and
                  Visteon shall each pay one-half of the cost of such third
                  actuary.

         g.       2001 Visteon Separation Program. For purposes of the 2001
                  Visteon Separation Programs, it is acknowledged and agreed
                  that the effect of the


                                       23

                  Visteon Separation Program on the OPEB related to the Group I
                  and Group II Employees is $10,558,708 as of May 1, 2001 (phase
                  1) and $1,359,867 as of September 1, 2001 (phase II).

3.04     U.S DEFINED CONTRIBUTION RETIREMENT PLANS.

         a.       Participating Subsidiary. Ford sponsors the Ford Motor Company
                  Savings and Stock Investment Plan ("Ford SSIP") for the
                  benefit of the employees of Ford and its participating
                  subsidiaries and certain U.S. Ford Business Employees elect to
                  participate in the SSIP. Effective on the Transfer Date,
                  Visteon shall take such corporate action as is necessary to
                  participate in the SSIP as a "Participating Subsidiary" as
                  defined in the SSIP with respect to the U.S. Visteon Employees
                  who participate in the SSIP until the Benefit Transition Date.
                  Ford hereby consents to such participation by Visteon. Ford
                  shall amend the SSIP to vest all U.S. Ford Business Employees
                  who participate in the SSIP in the Ford matching contributions
                  contained in their SSIP accounts as of the Benefit Transition
                  Date.

         b.       Visteon SSIP. Effective on the Benefit Transition Date,
                  Visteon shall establish its own defined contribution pension
                  plan for the benefit of U.S. Visteon Employees that had
                  participated in the SSIP that contains provisions
                  substantially comparable to the SSIP, except that the number
                  of investment elections may be reduced and the Ford Stock Fund
                  election will be replaced with a Visteon Stock Fund
                  election. The Visteon SSIP shall provide benefits related to
                  contributions on or after the Benefit Transition Date. On a
                  date to be agreed by both parties, and in any event, no later
                  than July 1, 2001, U.S. Visteon Employees who have accounts in
                  the SSIP will be given a one time opportunity to transfer no
                  less than the entire balance in such accounts to the Visteon
                  SSIP. U.S. Visteon Employees who choose to continue to
                  participate in the SSIP with respect to contributions made
                  prior to the Benefit Transition Date shall be treated as
                  terminated employees under the provisions of the SSIP.
                  However, no distributions will be permitted until the U.S.
                  Visteon Employee separates from Visteon employment. Plan loans
                  will be permitted subject to the SSIP rules and U.S. Visteon
                  Employees who have SSIP loans currently or who take new SSIP
                  Loans after the Benefit Transition Date shall be issued coupon
                  books for their loan repayments. Hardship withdrawals will not
                  be permitted.

3.05     FLEXIBLE BENEFITS PLAN.

         Visteon shall establish a Flexible Benefits Plan for the benefit of
U.S. Visteon Employees who participated in the Ford Flexible Benefits Plan
("Ford Flex Plan"), commencing on the Benefit Transition Date ("Visteon Flex
Plan"). The Visteon Flex Plan shall include health care, life and accident
insurance, health care spending



                                       24

account, dependent care spending account, purchased vacation, the legal plan,
vision care and financial planning on terms identical to those provided under
the Ford Flex Plan for plan year 2000, and benefits substantially comparable
thereafter, and shall be designed to comply with the requirements of Code
Section 125 with respect to those benefits that are eligible to be included in a
Section 125 arrangement. For plan year 2000, Visteon shall make available to
U.S. Visteon Employees who participated in the Ford Flex Plan at least the same
amount of FCA dollars and Bonus Flex Dollars as was made available under the
Ford Flex Plan. For plan years commencing 2001 through 2003, Visteon shall make
available to U.S. Visteon Employees who participated in the Ford Flex Plan at
least the same amount of FCA dollars as was available under the Ford Flex Plan
and the amount of Bonus Flex Dollars shall be determined on the basis of the
same formula as was applicable under the Ford Flex Plan, but shall be based on
Visteon's before tax return on sales.

3.06     SALARIED INCOME SECURITY PLAN.

         As of the Transfer Date, Visteon shall become a participating
subsidiary under the Ford Salaried Income Security Plan ("SISP"), and Ford
hereby consents to such participation. Effective on the Benefit Transition Date,
Visteon shall adopt its own severance plan with terms substantially comparable
to those under the Ford SISP. Ford's limit on liability under the SISP shall be
reduced prorata by the number of U.S. Global Visteon Employees. Effective as
of the Transfer Date, Visteon shall assume the liability for any U.S. Visteon
Business Employee who is receiving benefits under the Ford SISP. Ford shall
retain the responsibility for paying such benefit payments and continuing any
applicable insurance under the Ford SISP, and Visteon shall reimburse Ford
annually for any such cost.

3.07     ANNUAL INCENTIVE COMPENSATION PLAN.

         Global Visteon Employees who are otherwise eligible to participate in
the Ford Annual Incentive Compensation Plan ("FAICP") shall continue to be
eligible to participate under the same terms applicable to Ford employees after
the Distribution Date through December 31, 2000, with awards for 2000 payable in
March, 2001, provided that the pro forma award amounts, adjusted for Ford
performance, under the FAICP for such Global Visteon Employees shall equal 50%
of the adjusted target amounts. Adjustments for individual performance may be
made to the extent of 50% of the amount of the Extraordinary Contribution Fund
that would normally be allocated to the Visteon Employees. Visteon shall
reimburse Ford for any amounts paid to Global Visteon Employees for 2000 under
the FAICP. Visteon shall establish an interim bonus program for the remainder of
2000 following the Distribution Date for these Global Visteon Employees. If the
Distribution Date occurs prior to January 1, 2001, Visteon shall adopt a Visteon
Annual Incentive Compensation Plan ("VAICP"), subject to stockholder approval
effective January 1, 2001. The Global Visteon Employees who were otherwise
eligible to participate under the FAICP shall be eligible to participate under
the VAICP. If the Distribution Date occurs on or after January 1, 2001, the
Parties shall agree to alternate arrangements.



                                       25

3.08     STOCK OPTION AND PERFORMANCE STOCK RIGHTS PROGRAMS.

         a.       Ford Stock Potion and Performance Stock Rights Programs. Ford
                  Business Employees who are eligible to participate in the Ford
                  1998 Long-Term Incentive Plan ("FLTIP") shall be eligible for
                  grants of Ford stock options in March, 2000. In general, any
                  options granted in March, 2000 or in prior years under the
                  FLTIP and the Ford 1990 Long-Term Incentive Plan to Ford
                  Business Employees who become Visteon Employees continue and
                  shall accrue until five years after the Distribution Date
                  (provided that the Ford Business Employee had remained an
                  employee of Ford or its Subsidiaries for at least three months
                  after the date the option was granted) unless the option
                  expires earlier or such employee's employment with Visteon
                  terminates (other than due to disability, death or retirement
                  with Visteon approval). Outstanding Ford Options designated as
                  "incentive stock options" held by Visteon Employees will
                  retain their tax attributes only if exercised within three
                  months after the Distribution Date. Subject to approval of the
                  Ford Compensation and Option Committee, Ford Retirees who
                  received option grants in March, 2000 while employed by Ford
                  but who retired from Ford prior to the date six months after
                  the option grant date, shall be treated in accordance with the
                  immediately preceding sentence with respect to those grants.
                  Ford Business Employees who are eligible to participate under
                  the FLTIP shall be eligible for grants of Ford Performance
                  Stock Rights ("FPSRs") in the first quarter of 2000. Any
                  grants of FPSRs to an eligible Ford Business Employee shall
                  continue to be earned out and shall be paid out under the
                  FLTIP as if such employee were still employed at Ford unless
                  such employee's employment at Visteon terminates.

         b.       Visteon Stock Option and Performance Stock Rights Programs.
                  Visteon shall adopt a Visteon Long-Term Incentive Plan
                  ("VLTIP"), subject to stockholder approval and regulatory
                  restrictions. The Visteon Employees who were otherwise
                  eligible to participate under the FLTIP shall be eligible to
                  participate under the VLTIP in those countries where it is
                  practicable based on the number of employees and difficulty
                  and cost to comply with regulatory requirements. Visteon shall
                  make grants of Visteon stock options under the VLTIP to
                  eligible Visteon Employees in March 2001, and shall make
                  grants of Performance Stock Rights to eligible Visteon
                  Employees in March, 2001.

3.09     U.S. PERFORMANCE BONUS PLAN.

         U.S. Global Visteon Employees who are otherwise eligible to participate
in the U.S. Ford Performance Bonus Plan ("FPBP") shall continue to be eligible
to participate under the same terms as applicable to Ford Employees after the
Distribution Date through December 31, 2000, with awards for 2000 payable in
March, 2001. Visteon



                                       26

shall reimburse Ford for any amounts paid to U.S. Global Visteon Employees for
2000 under the FPBP. If the Distribution Date occurs prior to January 1, 2001,
Visteon shall adopt a Visteon Performance Bonus Plan ("VPBP") effective January
1, 2001. The U.S. Global Visteon Employees who were otherwise eligible to
participate under the FPBP shall be eligible to participate under the VPBP. If
the Distribution Date occurs on or after January 1, 2001 or later, the Parties
shall agree to alternate arrangements.

3.10     U.S. DEFERRED COMPENSATION PLAN.

         Ford shall request the Ford Compensation and Option Committee to
approve effective as of the Transfer Date the participation of U.S. Visteon
Employees in the Ford Deferred Compensation Plan ("FDCP") and ability to make
new deferral elections under the FDCP until the pay ending immediately prior to
the Distribution Date. Visteon shall adopt a Visteon Deferred Compensation Plan
("VDCP") effective on the Distribution Date, and shall offer as an investment
option a Visteon Stock Fund. Any deferral of compensation on or after the
Distribution Date shall be made under the VDCP, even if the election to defer
was made prior to the Distribution Date, and unless the participant changes
his/her investment options for any such deferral, the VDCP shall honor any
investment elections that were in effect under the FDCP for such class year and
type of compensation to the extent the VDCP has the same investment choices. If
a U.S. Visteon Employee had made deferrals under the FDCP prior to the
Distribution Date, the book entry account balance of such employee's deferred
compensation account in the FDCP, valued as of 5:00 P.M. Eastern Time on June
30, 2000, shall be transferred to the VDCP as of June 30, 2000. The Transferred
Account balances may not be immediately available for further transfer to VDCP
investment options until account balances have been properly verified by the
plan administrators. Visteon shall cause the VDCP to offer a Ford Stock Fund
investment option for those Transferred Accounts that had deferrals based on the
FDCP Ford Stock Fund as of the Distribution Date, but the VDCP Ford Stock Fund
shall be a "sell" only fund, and would not be available for any new deferrals or
redesignations into such fund from other funds or for credits based on dividend
earnings. Visteon shall assume the liability with respect to the Transferred
Accounts and shall be responsible for making any subsequent distributions in the
form specified by the participant while employed by Ford from the Transferred
Accounts. If Visteon is unable to make distributions from the Transferred
Accounts at the end of any applicable deferral period due to insolvency or
otherwise, Ford shall make the appropriate distributions. Ford shall have no
responsibility with respect to any other VDCP accounts.

3.11     NON-U.S. BENEFIT PLANS AND PROGRAMS.

         Unless provided otherwise in Schedule 3.11 attached hereto, Global Ford
Business Employees who participate in benefit plans and programs sponsored by
non-U.S. Subsidiaries or Affiliates of Ford, shall transition to the benefit
plans and programs of the non-U.S subsidiaries of Visteon as of the Benefit
Transition Date, except with respect to retirement liabilities as provided in
the next sentence. Ford shall retain liabilities for non-U.S. Ford Retirees as
of the Benefit Transition Date and Visteon shall



                                       27

assume liabilities for non-U.S. Visteon Employees with appropriate asset
transfers from funded plans. To the extent there are any benefit plans or
programs which are unfunded or underfunded, Visteon shall assume the liability
for the benefit payments in respect of the non-U.S. Visteon Employees and Ford
shall retain the liability for non-U.S. Ford Retirees.

3.12     NON-EMBEDDED PLANS.

         Notwithstanding anything herein to the contrary, to the extent that
Ford has a Subsidiary or Affiliate that maintains pension, savings and or
welfare benefit plans separate and apart from the Ford plans, and such
Subsidiary or Affiliate becomes a subsidiary or affiliate of Visteon pursuant to
the Master Transfer Agreement, the plans of such Subsidiary or Affiliate shall
remain the responsibility of such Subsidiary or Affiliate, and no division or
allocation of such plans will occur as a result of such transfer on the Transfer
Date. After the Distribution Date, Ford shall have no responsibility
attributable to a parent corporation with respect to such plans, except as
otherwise may be required by law.

         In the event that a U.S. Global Visteon Employee has a pension benefit
for service prior to the Benefit Transition Date in a pension plan sponsored by
Ford or its Subsidiaries or Affiliates that is otherwise not covered under the
terms of this Agreement, Ford and Visteon shall agree on the proper treatment of
such past service benefit, giving effect to the principles expressed in this
Agreement. For purposes of this Agreement, the following persons at Visteon and
Ford shall be authorized to provide consent to such arrangements:

                  Visteon Corporation

                           Vice President and Treasurer
                           Director-Compensation and Benefits

                  FORD MOTOR COMPANY

                           Director-Actuarial Studies Department
                           Manager-income Security Plans

3.13     TRANSFERS FROM FORD TO VISTEON AFTER THE TRANSFER DATE.

         Similar arrangements to those described above in Sections 2.03, 2.04,
and 2.05 of Article II and all of Article III may apply to employees of Ford
non-U.S. locations who transfer from Ford to Visteon employment after the
Transfer Date, provided all of the following conditions are met:

         (i)      Transfer is with the approval of both Ford and Visteon. In the
                  case of Ford, such approval shall be certified in writing by
                  the Director - Employee Affairs or equivalent position for the
                  employing entity. In giving



                                       28

                  approval, the Director, based on the recommendation of the
                  employing activity, shall be satisfied that Ford's interests
                  are not prejudiced as a result of the transfer;

         (ii)     The employee will not receive a termination indemnity or any
                  other separation payment as a direct result of the transfer of
                  employment from Ford to Visteon; and

         (iii)    Transfer of employment is completed on or before March 31,
                  2001.

         Ford and Visteon may agree to substitute the date in Section 3.13 (iii)
above (March 31, 2001) for a later date, but no later than December 31, 2002.
For purposes of this Agreement, the following persons at Visteon and Ford shall
be authorized to provide consent to the additional locations and later dates:

                  Visteon Corporation

                                       Vice President and Treasurer
                                       Director-Compensation and Benefits

                  Ford Motor Company

                                       Director-Actuarial Studies Department
                                       Manager-Income Security Programs

3.14     TRANSFER OF CERTAIN VISTEON EMPLOYEES TO FORD AFTER THE DISTRIBUTION
         DATE.

         a.       Definitions. For purposes of this Section, the following terms
                  shall have the following meanings:

                  (i)      "Ford Hourly Employee" shall mean a Visteon Transfer
                           Rights Employee who is given the option to return to
                           the Ford hourly employment rolls and elects to return
                           to Ford prior to employment separation from Visteon
                           and is enrolled on the Ford hourly employment rolls
                           upon separation from Visteon.

                  (ii)     "Ford-UAW CBA" shall mean the Ford-UAW Collective
                           Bargaining Agreement between Ford and the United
                           Automobile, Aerospace and Agricultural Implement
                           Workers of America, UAW and its affiliated Locals
                           228, 400, 600, 723, 737, 848, 849, 892, 898, 1111,
                           1216 and 1895 (collectively, "UAW") and various local
                           agreements by and between Ford and the UAW, as in
                           existence from time to time.

                  (iii)    "Visteon Investment Plan" ("VIP") shall mean the
                           defined contribution plan sponsored by Visteon for
                           its salaried employees,



                                       29

                           in effect from time to time. It is also sometimes
                           referred to in this Agreement as the Visteon SSIP.

                  (iv)     "Visteon Transfer Rights Employee" shall mean a
                           Visteon Employee who (A) was enrolled on the Ford
                           U.S. hourly payroll at any time prior to the Transfer
                           Date and was covered under the Ford-UAW CBA in
                           existence immediately prior to the Transfer Date; (B)
                           transferred from the Ford hourly employment rolls to
                           the Ford salaried rolls and was a Ford Business
                           Employee on the Transfer Date, (C) pursuant to this
                           Agreement became a Visteon Employee as of the
                           Transfer Date; and (D) was a Visteon Employee
                           enrolled on the salaried employment rolls on the day
                           immediately prior to the Ford Return Date, as defined
                           in Section 3.14 (b) below.

         b.       Employment Transfer. A Visteon Transfer Rights Employee who is
                  subject to a Reduction in Force may be given the option, at
                  Ford and Visteon's discretion, to return to the Ford hourly
                  rolls at a plant or other location where the employee last had
                  seniority as a Ford hourly employee. If a Visteon Transfer
                  Rights Employee becomes a Ford Hourly employee, such employee
                  shall be treated for all purposes as any other hourly employee
                  covered by the Ford-UAW CBA on the date such employee is
                  enrolled on the Ford hourly employment rolls ("Ford Return
                  Date") and shall be subject to the terms and conditions of the
                  Ford-UAW CBA in all respects, including the entry date
                  seniority into the Unit, as defined in the Ford-UAW CBA.

         c.       Benefits Transition.

                  (i)      Liability and Asset Transfers from Visteon Mirror GRP
                           to the GRP. Visteon and Ford shall take such steps
                           that are necessary to transfer to the GRP any
                           credited service and benefit accrued under the
                           Visteon Mirror GRP with respect to a Ford Hourly
                           Employee to the date immediately prior to the Ford
                           Return Date to the extent permitted by law provided
                           the GRP and the Visteon Mirror GRP retain their
                           tax-qualified status after the transfer and the GRP
                           is not required to be amended to provide for any
                           additional benefit rights or features not currently
                           contained in the GRP, except as specifically provided
                           in this Section. Ford shall amend the GRP to provide
                           that credited service under the Visteon Mirror GRP
                           with respect to the Ford Hourly Employee shall be
                           treated for all purposes as Ford GRP credited
                           service. Future service shall be accrued under the
                           Ford-UAW Retirement Plan. A Ford Hourly Employee
                           shall not be treated as having a separation from
                           employment for purposes of the Visteon Mirror GRP or
                           the GRP and shall not be entitled to an immediate
                           distribution of plan benefits solely because of the
                           employment transfer.



                                       30

                  (ii)     Asset Transfer Valuation. As soon as practicable
                           after the latest of (A) the date on which the PBO
                           Value is determined and verified pursuant to (iii)
                           below, (B) the expiration of thirty days following
                           the filing, if required, of Form 5310 with the IRS
                           and PBGC in respect of the GRP and the Visteon Mirror
                           GRP ("Asset Transfer Date"), Visteon shall cause the
                           trustee of the Visteon Mirror GRP to transfer assets
                           to the GRP in an amount equal to the PBO Value as
                           determined in (iii) below. The assets shall consist
                           of cash or cash equivalents, or marketable
                           securities, and shall include interest from the Ford
                           Return Date until the Asset Transfer Date at the 90
                           day Treasury Bill rate on a bond equivalent yield in
                           effect on the last business day of the month
                           immediately preceding the Asset Transfer Date, as
                           quoted in the Wall Street Journal.

                  (iii)    PBO Value. As of a date mutually agreed by Visteon
                           and Ford ("Valuation Date"), in respect of each Ford
                           Hourly Employee then a participant in the
                           Visteon-Mirror GRP, the Visteon Actuary shall measure
                           the projected benefit obligation, as defined in SFAS
                           No. 87, of the liabilities related to the Ford Hourly
                           Employee as of the Ford Return Date ("PBO Value") in
                           accordance with the principles stated below:

                           (A)      The present value of liabilities will be
                                    determined under SFAS No. 87 as the
                                    projected benefit obligation, using the
                                    actuarial assumptions and methods that are
                                    published in the most recent actuarial
                                    valuation for accounting purposes adjusted
                                    to reflect current condition (e.g.
                                    accelerated vesting) not reflected in the
                                    most recent valuation for the Visteon Mirror
                                    GRP prepared by Towers Perrin; and

                           (B)      A discount rate as of the Ford Return Date
                                    equal to the annual effective yield
                                    equivalent to the nominal semi-annual yield
                                    published by Moody's Investors Service at
                                    www.Moodys.com for its AA Corporate Bond
                                    Index, rounded to the nearest 1/4%, provided
                                    such rate is a reasonable proxy for the Ford
                                    SFAS 87 discount rate for the GRP in effect
                                    as of the Valuation Date. If such rate is
                                    not a reasonable proxy as determined solely
                                    by Ford, then the Visteon Actuary and the
                                    Ford Actuary shall determine an acceptable
                                    discount rate no later than thirty days
                                    after the Transition Date.

                                    In no event shall the PBO Value as
                                    calculated on the basis described above
                                    result in an asset transfer less than the
                                    amount necessary to reflect the requirements
                                    of the provisions of Code Section 411(d)
                                    and 414(l) and the Treasury Regulations
                                    issued thereunder and the actuarial



                                       31

                                    methods and assumptions established by the
                                    PBGC with respect to spin-offs of pension
                                    plans where liabilities, for purposes of
                                    Code Section 411(d) and 414(l), are
                                    calculated using a discount rate or rates
                                    and other assumptions specified by the PBGC
                                    and in effect for plans terminating on the
                                    Valuation Date. The determination of the PBO
                                    Value by the Visteon Actuary shall be
                                    submitted to the Ford Actuary for
                                    verification but such verification shall
                                    relate only to the calculation of the PBO
                                    Value on the basis set forth above. If the
                                    Visteon Actuary and the Ford Actuary are
                                    unable to agree on a verification, Visteon
                                    and Ford shall jointly designate a third
                                    independent actuary whose verification shall
                                    be final and binding. Ford and Visteon shall
                                    each pay one-half of the costs of such third
                                    actuary.

                  (iv)     Asset Transfer-Retiree Health Care and Life Insurance
                           Obligations. As of the Asset Section 3.14 Valuation
                           Date in respect of each Ford Hourly Employee who
                           returns to a Ford location rather than remain at a
                           Visteon location as a Ford Hourly Assigned Employee,
                           Visteon shall transfer in cash an amount equal to the
                           Accumulated Postretirement Benefit Obligation (as
                           defined in SFAS 106) ("APBO") and computed using
                           assumptions the same as those provided in subsection
                           (iii) above and using the health care trend rates
                           used in Visteon's most recent valuation for SFAS 106
                           reporting in respect of Group III Employees and
                           Ford's most recent valuation for SFAS 106 reporting
                           in respect of Group I and II Employees. The transfer
                           shall occur no later than the Asset Transfer Date,
                           and the obligation shall bear interest at the same
                           rate as provide in (ii) above. The calculations shall
                           be subject to verification by the Ford Actuary and
                           the dispute resolution described in (iii) above shall
                           apply as if set forth in full herein.

                  (v)      VIP to SSIP. Visteon shall notify Ford Hourly
                           Employee who have accounts in the VIP that they may
                           elect to transfer their VIP account balances to the
                           SSIP. Visteon shall take such steps that are
                           necessary to transfer to the SSIP as soon as is
                           reasonably practicable the account balances of such
                           Ford Hourly Employees who make the election to
                           transfer to the SSIP to the extent permitted by law
                           provided the SSIP and VIP retain their tax-qualified
                           status after the transfer and the SSIP is not
                           required to be amended to provide for any additional
                           benefit rights or features not currently contained in
                           the SSIP. On the day of such transfer, the account
                           balances in those investment options that the SSIP
                           does not provide, including without limitation the
                           Visteon Stock Fund shall be transferred to the SSIP
                           Interest Income Fund. Such balance shall be available
                           for subsequent transfer at the discretion



                                       32

                           of the Ford Hourly Employee into other SSIP
                           investment options after the transfer date. The Ford
                           Hourly Employee shall be eligible to commence
                           participation in the Ford-UAW Tax-Efficient Savings
                           Plan as of the date such employee becomes a Ford
                           Hourly Employee.

3.15     ANNUAL RECONCILIATIONS.

         In the event that the Parties discover any material data errors,
omissions or misclassifications of employee status that impacts the valuation of
the pension obligations and the amount of any pension asset transfer or the
valuation of the APBO and the amount of any reimbursement, upon notification and
verification, the Parties shall correct the amount of the affected pension asset
transfers or APBO reimbursement using the same bases and methods described
herein with respect to the original pension asset transfers and APBO
reimbursement. The Parties shall take all necessary actions to transfer the
benefit liabilities associated with the transferred assets and to retroactively
correct the misclassifications of affected employees.

3.16     FUTURE BENEFIT CHANGES.

         Nothing contained herein shall be construed to prohibit Ford or its
Subsidiaries or Affiliates from amending, terminating or otherwise modifying the
terms of employee benefit plans or programs applicable to Global Visteon
Employees, Ford Retirees or Visteon Retirees, except as may otherwise be
provided by applicable law. Except as otherwise specifically provided herein or
by applicable law, no Global Visteon Employee, Ford Retiree or Visteon Retiree
shall have any vested right to any employee benefit plan or program sponsored by
Ford or its Subsidiaries or Affiliates. Except as provided in Sec.3.01(b)(vi),
and as may be provided by applicable law, nothing in this Agreement shall
prohibit Visteon or its subsidiaries or affiliates from amending, modifying or
terminating benefit plans or programs applicable to Global Visteon Employees,
Visteon Retirees or any other Visteon retirees or employees.

                                   ARTICLE IV

                                VEHICLE PROGRAMS

4.01     U.S. LEASE AND EVALUATION PROGRAMS.

         Except as specifically provided herein, participation of the U.S.
Global Visteon Employees in Ford's U.S. Lease and Evaluation Vehicle Program
shall be terminated as of the Distribution Date. U.S. Global Visteon Employees
who participate in such programs shall be given a reasonable period of time
after the Benefit Transition Date not to exceed sixty (60) days or such other
time as the Parties mutually agree, to either purchase the vehicles leased or
assigned to them or to return them to Ford, or Ford's



                                       33

agents as provided below ("Vehicle Transition Period'). During the Vehicle
Transition Period, Ford shall offer for sale to each lessee and assignee of such
vehicles as are presently leased to such lessee or assignee under the terms of
Ford's Used vehicle Purchase ("B") Plans, or to continue a lease under the terms
of the Ford Credit's Red Carpet Lease Plan, subject to credit evaluation and
dealer acceptance. In the event a lessee or assignee of a lease or evaluation
vehicle declines to purchase or continue to lease such vehicle within the
Vehicle Transition Period, the lessee or assignee shall return such vehicle to
its original servicing garage. Visteon shall collect, or shall cause its
subsidiaries or affiliates to collect, the applicable lease fee from the Global
U.S. Visteon Employees for such lease vehicles during the Vehicle Transition
Period. Visteon shall reimburse Ford in cash on a monthly basis, within ten days
of the last day of the month, an amount equal to (i) the aggregate amount on the
monthly lease fees for lease vehicles owed by U.S. Global Visteon Employees and
(ii) the aggregate amount of the monthly evaluation vehicle fees, determined on
the same basis as if the evaluation vehicles were lease vehicles, and paid by
Visteon. U.S. Ford Retirees shall continue to be eligible to participate in
Ford's U.S. Lease and Evaluation Vehicle Programs according to the terms of such
programs. Group I and Group II Employees shall be eligible to participate in
Ford's U.S. Lease and Evaluation Vehicle Programs, if otherwise eligible under
the terms of such Programs, on the same terms as a Ford Retiree upon their
retirement from Visteon or its subsidiaries or affiliates.

4.02     NON-U.S. LEASE AND EVALUATION PROGRAMS.

         Participation of the Global Visteon Employees in Ford's Non-U.S. Lease
and Evaluation Programs shall terminate as of the Distribution Date, or such
other date as the Parties may agree. Ford shall cooperate with Visteon in
providing appropriate transition services comparable to those described in
Section 4.01 with respect to the U.S. Lease and Evaluation Programs.


                                       34

4.03     VEHICLE PURCHASE PLANS.

         U.S. Global Visteon Employees shall be permitted to participate in
Ford's Vehicle Purchase Plan consisting of the "A Plan" indefinitely. After the
Distribution Date, U.S. Global Visteon Employees shall not be eligible to
participate in Ford's "B Plan" (except as provided above in Section 4.01). After
the Distribution Date, U.S. Global Visteon Employees shall not be eligible to
nominate purchasers under the "X-Plan". Ford Retirees shall continue to be
eligible to participate in such plans after the Distribution Date according to
the terms of such plans.

4.04     U.S. SURVIVING SPOUSE CAR PROGRAMS.

         Visteon shall not be required to provide a benefit substantially
comparable to the U.S. Surviving Spouse Car Program after the Benefit Transition
Date. Ford shall have no responsibility to provide a benefit under the U.S.
Surviving Spouse Car Program to a spouse of any U.S. Global Visteon Employee who
dies after the Distribution Date.

                                    ARTICLE V

                            U.S. WORKERS COMPENSATION

         Visteon shall assume all liability for workers' compensation claims,
damages, expenses, liabilities or administrative expenses of any kind
whatsoever, related to U.S. Ford Business Employees regardless of when filed or
reported effective as of the Transfer Date. Visteon shall indemnify and hold
Ford harmless in respect of any such claims paid by Ford on Visteon's behalf
under any insured or self insured program operated by Ford. Effective on the
Distribution Date, and at such time as may be required thereafter, Visteon shall
transfer to Ford any reserves established in connection with claims which
applicable state workers' compensation laws require Ford to continue to pay
on behalf of Visteon. Effective on the Distribution Date, Ford shall transfer to
Visteon any reserves established in connection with claims for which Visteon
assumes payment responsibility to the extent allowed by state law and to the
extent such reserves are not reflected on Visteon's balance sheet. Where
transfer of claim liability is prohibited by state law, Ford will continue to
pay such claims on Visteon's behalf and shall be reimbursed by Visteon as
described herein. Effective on 12:01 a.m. on the Distribution Date, Visteon
shall cease to be covered by any of the workers compensation liability insurance
policies sponsored by Ford or any self insurance program of Ford applicable to
the U.S. Ford Business Employees for injuries or occupational disablements
occurring subsequent to the Distribution Date. Visteon shall assume
responsibility for its allocable share of future retrospective premium
adjustments for periods preceding the Distribution Date. Visteon shall take all
steps necessary under applicable law to provide workers compensation coverage on
or after the Distribution Date, either through self-insurance where permissible
under state law or by the purchase of insurance. Visteon shall notify state and
federal regulatory agencies



                                       35

of the above. Visteon shall cooperate with Ford in obtaining the return or
release of all bonds, letters of credit, securities, indemnifications, cash or
other assets give by Ford to any state or federal agency in connection with
workers compensation self-Insurance with respect to U.S. Ford Business
Employees, and to the extent required by any state or federal agency, post its
own bonds, letters of credit, indemnifications, securities, cash or other assets
in substitution therefor.

                                   ARTICLE VI

                              EMPLOYEE LIABILITIES

         Effective as of the Transfer Date, and except as otherwise provided
under the terms of this Agreement, Visteon will assume, and agrees to perform,
the debts, liabilities, guarantees, contingencies and obligations of Ford,
whether asserted or unasserted, fixed or contingent, accrued or unaccrued, known
or unknown, and howsoever arising, relating to the Global Visteon Employees.
Ford shall transfer any funded or unfunded reserves it may maintain with respect
to such liabilities, unless such reserves are reflected on the Visteon Balance
Sheet.

                                   ARTICLE VII

                                 INDEMNIFICATION

7.01     VISTEON INDEMNITY.

         Visteon shall indemnify Ford against and agrees to hold it harmless
 from any and all damage, loss, claim, liability and expense (including without
 limitation, reasonable attorneys' fees and expense in connection with any
 action, suit or proceeding brought against Ford) incurred or suffered by Ford
 arising out of (i) breach of any agreement made by Visteon hereunder; (ii) any
 claim by a Global Visteon Employee (or such employee's 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 or the employee benefit plans or programs of a Visteon
 subsidiary or affiliate, whenever made, including, without limitation, claims
 made to the PBGC, the DOL, or the IRS; or (iii) employment claims of Global
 Visteon Employees whenever made based on conditions or actions arising prior to
 or after the Transfer Date, except as provided in Section 7.02 below (iii).

7.02     FORD INDEMNITY.

         Ford shall indemnify Visteon 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 Visteon) incurred or suffered by
Visteon (i) arising out of breach of any



                                       36

agreement made by Ford hereunder; (ii) any claim made by a Global Visteon
Employee (or such employee's dependents or beneficiaries) arising out of or in
connection with the operation, administration, funding or termination of any of
the benefit plans or programs sponsored by Ford (excluding any programs
sponsored by Ford subsidiaries that have been transferred to Visteon), whenever
made, including, without limitation, claims made to the PBGC, DOL or the IRS; or
(iii) employment claims of Global Visteon Employees that arise prior to or after
the Transfer Date where the liability, if any, is primarily the result of and
arising from conduct of a Ford supervisor or manager not employed by the
Business (as opposed to the actions or inaction of Visteon or its subsidiaries
or affiliates).

7.03     PROCEDURE FOR INDEMNITY.

         The procedure for indemnification under this Section 7 shall be the
same procedure as set forth in Section 7(c) through (j) of the Master Transfer
Agreement and shall be incorporated herein by reference.

7.04     ASSUMPTION OF LIABILITY.

         As of the Transfer Date, Visteon will assume liability and
responsibility for all pending employment litigation by Global Ford Business
Employees transferred to Visteon pursuant to the terms hereof that relate to the
Business, provided, however that Visteon shall not assume any obligation or
liability and Ford with respect to the following litigation: Michael Jones et al
v. Ford Motor Company filed on June 9, 1993 in U.S. District Court, District of
Minnesota, regarding discrimination allegations. With respect to those cases
assumed, Visteon will have sole responsibility for deciding how to defend the
claims (e.g., whether to settle or litigate).

                                  ARTICLE VIII

                                  MISCELLANEOUS

8.01     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, hereunder;
provided, however, that a Party may seek injunctive relief from a court where
appropriate solely for the purpose of maintaining the status quo while this
procedure is being followed:

     (a)     Initial Meeting. The Parties shall hold a meeting of the Governance
             Council to attempt in good faith to negotiate a mutually
             satisfactory resolution of the dispute; provided, however, 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



                                       37

              remedies to which such Party would otherwise be entitled.

     (b)      Mediation/Arbitration. If the Parties are unable to negotiate a
              mutually satisfactory resolution as provided above, any Party may
              so notify the other. In that event, the Parties agree to
              participate in good faith in mediation of the dispute. Such
              mediation shall conclude no later than forty-five (45) days from
              the date that the mediator is appointed. If the Parties are not
              successful in resolving the dispute through mediation, then the
              Parties agree to submit the matter to binding arbitration before a
              sole arbitrator in accordance with the CPR 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 and 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 the arbitrator's final ruling to selecting
              the entire requested relief the arbitrator considers the most
              appropriate from those submitted by the Parties.

     (c)      Procedure. Mediation and, if necessary, arbitration shall take
              place in the City of Dearborn, Michigan unless the Parties agree
              otherwise or the mediator 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,
              9 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.

8.02     ASSIGNMENT.

         This Agreement has been executed in consideration of the Parties
involved and therefore may not be assigned or transferred to a third party
without the prior written consent of the other Party. This Agreement will be
binding on the agreed successors to or assignees of either Party. In no event
will a Party be released from their indemnity obligations without the prior
written consent of the other Party.

8.03     ENTIRE AGREEMENT, AMENDMENT, WAIVER.

         This Agreement embodies the entire agreement of the Parties and
supersedes any other agreements or understandings between them, whether oral or
written, relating



                                       38

to this subject matter. In the event of a conflict between this Agreement and
any other agreement between or among any of the Parties with respect to the
subject matter hereof, this Agreement shall control. No amendment or
modification or waiver of a breach of any term or condition of this Agreement
shall be valid unless in a writing signed by each of the Parties. The failure of
either Party to enforce, or the delay by either of them in enforcing, any of its
respective rights under this Agreement will not be deemed a continuing waiver or
a modification of any rights hereunder and either Party may, within the time
provided by applicable law and consistent with the provisions of this Agreement,
commence appropriate legal proceedings to enforce any or all of its rights.

8.04     NOTICES.

         Any notice or other communication hereunder must be given in writing
and either (a) delivered in person, (b) transmitted by facsimile transmission or
other telecommunications mechanism, (c) sent by a nationally recognized
overnight courier service (delivery charges prepaid) or (d) sent by registered
or certified mail (postage prepaid, return receipt requested) as follows:

         If to Ford:

                           Ford Motor Company
                           Office of the Secretary
                           One American Road
                           11th Floor World Headquarters
                           Dearborn, Michigan 481262798
                           Fax:(313)248-7036

         If to Visteon:

                           Visteon Corporation
                           One Parklane Boulevard, Ste. 728 East
                           Dearborn, Michigan 48126
                           Attention: General Counsel
                           Fax: (313) 755-2342

         All notices personally delivered shall be deemed received on the date
         of delivery. Any notice sent via facsimile transmission shall be deemed
         received on date shown on the confirmation advice. Any notice by
         registered or certified mail shall be deemed to have been given on the
         date of receipt or refusal thereof. The date of any notice by overnight
         courier service shall be the date the airbill is signed by the
         recipient. Any Party may change its address for the receipt of notices
         by giving Notice thereof to the other.

8.05     PARTIAL INVALIDITY.



                                       39

         Any provision of this Agreement which is found to be invalid or
unenforceable by any court in any jurisdiction will, as to that jurisdiction, be
ineffective to the extent of such invalidity or unenforceability, and the
invalidity or unenforceability of such provision will not affect the validity or
enforceability of the remaining provisions hereof.

8.06     TITLE AND HEADINGS.

         Titles and headings of Sections and Subsections of this Agreement are
for convenience only and will not affect the construction of any provision of
this agreement.

8.07     NEGOTIATED TERMS.

         The Parties agree that the terms and conditions of this Agreement are
the result of negotiations between the Parties and that this Agreement will not
be construed in favor of or against any Party by reason of the extent to which
any Party or its professional advisors participated in the preparation of this
Agreement.

         This Agreement may be executed in counterparts, each of which will be
deemed an original, but all of which taken together will constitute one and the
same instrument.

8.09     GOVERNING LAWS.

         This Agreement is governed by the internal laws of the State of
Michigan.

8.10     THIRD PARTY BENEFICIARIES.

         This Agreement is for the sole benefit of the Parties hereto and no
third party may claim any right, or enforce any obligation of the Parties,
hereunder.

8.11     RELATIONSHIP.

         Nothing contained in this Agreement will be construed to make any of
the Parties partners, principals, agents or employees of the other, except as
explicitly provided. None of the Parties will have any right, power or
authority, express or implied, to bind any of the other Parties. For purposes of
this Agreement, Affiliate means any individual, partnership, corporation,
limited liability company, trust, or other entity directly or indirectly,
through one or more intermediaries, controlling, controlled by or, under common
control with a Party.

8.12     GOOD FAITH AND FAIR DEALING.

         In entering into this Agreement, the Parties each acknowledge and agree
that all aspects of the relationship among the Parties contemplated by this
Agreement, including the performance of all obligations under this Agreement,
will be governed by the fundamental principle of good faith and fair dealing.



                                       40

8.13     CONSENTS, APPROVALS AND REQUESTS.

         Except as specifically set forth in this Agreement, all consents and
approvals to be given by any of the Parties or any of its respective Affiliates
under this Agreement will not be unreasonably withheld or delayed.

8.14     FURTHER ASSURANCES.

         The Parties will execute such further assurances and other documents
and instruments and do such further and other things as may be necessary to
Implement and carry out the intent of this Agreement.

8.15.    SALE OF VISTEON BUSINESS.

         If Visteon sells all or part of the assets comprising the Business
after the Distribution Date, and transfers Global Visteon Employees to a
successor employer in connection with the sale of such Business assets, Visteon
shall attempt to negotiate in good faith with the successor employer provisions
with respect to benefit comparability and pension security no less favorable
than those set forth in Section 2.04 and Section 3.01 b.(vi).

         In connection with the sale of Visteon's restraints electronics
business ("Restraints Business") pursuant to an Asset Purchase Agreement dated
April 1, 2002 by and between Visteon and Autoliv, Inc. ("Autoliv"), certain
employees engaged in the Restraints Business became employees of Autoliv as of
April 1, 2002 ("Restraints Business Employees"). Visteon agreed with Autoliv
that Visteon would amend the Visteon Mirror GRP to recognize service with
Autoliv of any Restraint Business Employee who was either a Group I or Group
II Employee under this Agreement for purposes of vesting, eligibility to
participate and eligibility for benefits under the Visteon Mirror GRP (or any
successor plan after June 30, 2004). Visteon also agreed that with respect to
pay related benefits, the Visteon Mirror GRP would recognize for final average
salary purposes any salary paid to a Restraint Business Group I or II Employee
to the same extent as if it were Visteon salary. Ford agrees to amend the GRP to
recognize Autoliv service of Restraint Business Group I and Group II Employees
for purposes of vesting, eligibility to participate and eligibility for benefits
under the GRP (but not for purposes of benefit calculation) to the same extent
such service would be recognized as Visteon service under this Agreement. For
purposes of determining the prorated GRP supplements under Section 3.01(d),
service with Autoliv shall be treated as Visteon service. Ford also agrees to
amend the GRP to recognize base salaries at Autoliv for purposes of any final
average pay calculation under the GRP. Visteon agrees to furnish Ford with the
employee data for the Restraint Business Group I and II Employees so that Ford
may properly administer the GRP benefits. To the extent Visteon fails to deliver
such data within 30 business days of request of Ford, Ford and the GRP shall
have no further obligation with respect to the recognition of the Autoliv
service or base salary for GRP benefits. Visteon agrees to reimburse Ford for
any additional costs resulting from the recognition of Autoliv service and
Autoliv base salary



                                       41

to the extent provided under Section 3.01 (c) as if service with Autoliv was
service with Visteon. Nothing herein shall be construed to require Ford or the
Ford GRP to recognize service or pay with any other successor employer to the
Restraints Business or to any other successor employer of Visteon or any of
Visteon's businesses.

                  [Remainder of Page Intentionally Left Blank]



                  IN WITNESS WHEREOF, the Parties hereto have duly executed this
Agreement as of the day and year first above written.

FORD MOTOR COMPANY                            VISTEON CORPORATION

By: /s/ Don Leclair                           By: /s/ Daniel R. Coulson
    -----------------------------                 ----------------------------
Title: Group Vice President & CFO             Title: Executive Vice President
                                                     and Chief Financial Officer




                                                                    Attachment 3

       AGREEMENT GOVERNING THE SEPARATION OF THE FORD VISTEON ORGANISATION

The existing Visteon activities presently owned by Ford in Europe will be
transferred into separate legal entities. The legal entities being created are
depicted on the attached Organisation Chart Ford Motor Company is contemplating
a spin-off of the parent Visteon company and after full spin-off will have no
equity in the new parent company or its subsidiaries, and the new parent Visteon
company will be incorporated in the US and be publicly traded.

In connection with this transaction and on behalf of the respective national
companies. Ford Motor Company and the Ford European Works Council have concluded
the following agreement, which will apply to all Visteon activities listed below
and being established as independent legal entities in Europe (hereafter
collectively referred to as "Newco"). In the event that any of these Newco
activities in Europe are transferred outside Newco, then the successor companies
will be obliged be adopt this agreement.

SCOPE OF THE AGREEMENT

The following agreement applies to hourly and salaried employees on Visteon
payroll below Senior Management (the agreement covers up to and including
LLS/SCR) of the current European plants in Berlin, Dueren, Wuelfrath, Belfast,
[ILLEGIBLE] Enfield, [ILLEGIBLE] and [ILLEGIBLE] and to the existing Visteon
engineering and other staff and hourly support activities in the countries where
the above plants are located.

The Visteon activities in Cadiz and Palmela are not affected by this agreement
as the operating arrangements and contractual terms and conditions of employment
are not altered by the change of ownership to Newco.

EMPLOYMENT CONTRACT

The existing employees of the above-mentioned activities will become employees
of Newco. The employees will be transferred to Newco no later than the end of
the second quarter 2000.

Accrued seniority and all existing terms and conditions, in particular pension
entitlements, will be transferred to the new employment contracts. For the
duration of their employment, terms and conditions of existing Fort employees,
who transfer to Newco, will mirror Ford conditions (incl. discretionary pension
in payment increases) in their respective countries (lifetime protection).

In respect of employee programs, such as car purchase and share purchase plans,
comparable programs will be developed and implemented.

Until the fun spin-off of Newco, present Ford employees working in Visteon
activities will be eligible to volunteer to be reassigned to Ford. The timing of
these flow-backs to Ford will be subject to the availability of suitable
opportunities within Ford facilities, normal selection criteria, and the need to
maintain operations within Newco. If an employee refuses two offers of suitable
vacancies in Ford, the flow-back commitment will cease. Ford will commit to
implement all flow-backs within a 5-year period from the date of full
spin-off.

                                        1


In addition, existing Ford employees working in Visteon who transfer to Newco at
the time of the transfer of assets and liabilities to Newco ("Legal Separation")
will have the opportunity to apply for vacancies within Ford which are to be
filled externally, and they will be considered against normal Ford selection
criteria. Where they are equally suitable, former Ford employees who have
transferred to Newco will be given preference over other external candidates,
and past Ford and Visteon experience will be taken into account.

Future new hires into Newco after the date of Legal Separation will be employed
under terms and conditions decided by Newco, which in the UK will be negotiated
collectively as appropriate- and in Germany will be aligned with the respective
tariff agreements.

For terms and conditions of employment of existing Ford employees who transfer
to Newco at the time of Legal Separation in the U.K. and Germany, Newco will
adopt and honour the outcome of the Ford collective agreements in the respective
countries.

COLLECTIVE AGREEMENTS

All existing Ford collective agreements, in particular Investment and Plant
Security Agreements and the Employment Security and Investment Statements
(thereafter "Investment Agreements") will be fully adopted by Newco.

Existing apprentice training programs will be continued.

EMPLOYEE REPRESENTATION

In Germany, Newco will become a member of the Employers Association of the Metal
Industry. Plant and corporate employee representation arrangements will be
established according to applicable legal and tariff provisions.

In the United Kingdom:

     -  current Ford employees who transfer to Newco at the time of Legal
        Separation will continue to be represented by the existing Ford
        Procedure and bargaining arrangements for 6 years after Legal
        Separation. Ford National Bargaining Committees will include management
        representatives of Newco as appropriate.

     -  thereafter Newco will establish local and national representation and
        bargaining arrangements for all Newco employees in the existing UK Ford
        locations which transfer to Newco at the time of Legal Separation.

     -  separation of Newco representation arrangements from Ford earlier than
        provided for in this agreement may take place if it is agreed by all
        parties that this is mutually beneficial.

     -  representation in inspect of new Newco employees hired following the
        Legal Separation of Newco from Ford, will be the subject of discussion
        between Ford, Newco and the appropriate national unions in the UK.

The existing in-plant representation structures and processes in Charleville
will continue and are not affected by this agreement.

Newco will establish a new independent European works Council.

                                        2



SOURCING

In recognition of the commitment contained within this agreement that Newco
will maintain terms and conditions for existing employees who transfer to Newco
that mirror Ford conditions for the duration of their employment (lifetime
protection), Ford management commits to provide sourcing to Newco in Europe as
described within the following Sourcing Agreement:

The following principles apply in respect of the sourcing of Ford business to
the afore-mentioned Newco plants and the allocation of work to the Newco
engineering, development and other Newco staff and hourly support activities in
these countries.

In order to facilitate the business development of the Newco activities named
above and based on the Company's intention to transfer existing Ford employees
in these facilities to Newco as Newco employees at the date of separation, Ford
and Newco management confirm their on-going commitment to these activities and
will comply in full with the existing investment Agreements which affect these
facilities, and meet the legal responsibilities arising from them.

Specifically, replacement work will be substituted for the B-Car instrument
panel and Transit grill that have not been sourced to Visteon in the next
product cycle. A decision on substitute work will be made by 30 June 2000.

In addition, management commits to take the necessary steps to provide the
opportunity to enhance or develop a viable business situation for these plants
and the Newco engineering and other Visteon staff and hourly support
activities.

To achieve this and, in particular, to address the concerns regarding plant
closures. Ford management commits to provide these facilities with the sourcing
for existing Ford products for the life of the present vehicle sourcing cycle
plus one further vehicle sourcing cycle (to include CD208 and the replacement
for the present Galaxy), and as a minimum for the period committed in the
existing investment Agreements. This commitment also includes all current
components in Newco plants which will have successor part in C1/CD platform
vehicles in the next vehicle sourcing cycle. Minor facelifts will not constitute
a new vehicle sourcing cycle.

The "Program Cycle Plan" and "Current Visteon Sourcing Plan" documents attached
to the two original master copies of this agreement are part of the agreement.

To support this agreement, Newco recognizes its responsibility to ensure that
the Ford products sourced to these facilities must be viable, profitable,
reflect technological advances (e.g. electronics, moulding, transmissions,
machining etc.) and meet competitive price criteria. Where Newco is not able to
immediately match the competitive price on products included in the above, for
the future committed product sourcing cycle, it will commit to bid on a
competitive basis, at a minimum level of breakeven plus the cost of capital and
to make up any remaining competitive price differences in equal increments
across the life of the product sourcing. (But in any event in equal increments
across a maximum 5 year period). The difference between the competitive price
and the Newco price (at a minimum level of breakeven plus the cost of capital)
at the date of Legal Separation will be shared equally between Ford and Newco
over the 5-year period, in line with the following formula:

     -   Newco commits to reduce the difference in 5 equal steps of 20%, so that
         the difference is eliminated at the end of the 5-year period.

     -   Ford pays for 100% of the difference in the first year, 80% in the
         second year, 60% in the third year, 40% in the fourth year and 20% of
         the difference in the fifth year.

                                        3



The achievement of employment security will ultimately be governed by the level
of efficiency and competitiveness achieved in each Newco facility. As today,
this will require the on-going cooperation of management, unions, Works Council,
employee representatives and employees.

The product cycle plan upon which these commitments are based is clearly subject
to change. Where these changes negatively impact the sourcing of Ford product to
these Newco facilities, alternative sourcing will be identified by Ford to
replace any shortfalls in sourcing based on existing investment and product
sourcing cycle plan commitments. However, where sourcing is impacted by market
driven changes. Ford will not be required to provide alternative sourcing.

These commitments reflect Ford management's intention in respect of the Newco
business units identified above and serve as an underpin to ensure their
viability. Where future alternative sourcing opportunities can be generated for
these business units, for example from Ford, other OEM's, or other suppliers,
such new work may be substituted for existing Ford work sourced to Newco where
it makes business sense to do so, provided the spirit and intent of this
Agreement is maintained and there is no detriment to the Newco business unit(s)
concerned.

Ford and Newco management commit that this agreement will transfer to any
successor company.

Newco will be included in future Ford market tests for parts within their
product range, and will be considered by Ford. Ford and Newco management and the
Ford Sourcing Council will adhere to agreed sourcing procedures and this
agreement.

FUTURE FORD RESTRUCTURING ACTIONS

This agreement on treatment of employees related to Newco separation from Ford
will not set a precedent for any future restructuring actions in Europe.

In the event that it is necessary, within a 5 year period from the date of this
agreement, to establish a joint venture or initiate a spin-off involving any of
the existing European Ford plants or other facilities the Company commits that
the existing Ford employees in the affected location (s) at the time of the
joint-venture or spin-off will work in the new business but will remain Ford
employees. Normal practices on mobility (transfers and loans) of labour will
continue to apply.

Existing employees at the time of the establishment of the new organization may
elect to voluntarily transfer their employment to the new organization at any
time.

Where both sides agree it is beneficial to make changes to the above
arrangements in a particular case, than changes will be made by mutual
agreement.

                                        4



GENERAL

     1. The parties to this agreement commit to implementing this agreement at
        the national level.

        A joint working group shall be set up with Ford management and the FEWC
        Select Committee. This working group shall monitor the implementation of
        this agreement and shall take a decision in the case of any dispute
        regarding its interpretation.

     2. After Legal Separation, Newco management shall be responsible for
        adherence to this agreement vis-a-vis the corresponding Newco employee
        representatives. In the case of disagreements between Newco management
        and the corresponding employee representatives that arise from different
        interpretations of this agreement, the procedure described under 1)
        above may be applied.

     3. Where Newco management and employee representatives agree it is
        beneficial to make changes to the agreement, then changes will be made
        by mutual consent and after prior concurrence by the working group.

                                                        Cologne, 25 January 2000

Signatures:

/s/ JR Walker                  /s/ RH Marcin
- ----------------------         -----------------
    JR Walker                      RH Marcin

/s/ DW Thursfield
- ----------------------         -----------------
    DW Thursfield                  NV Scheele

- ----------------------         -----------------
    PJ Pestillo                    JA Nasser

FEWC Members:                                                 Visteon Employee
                                                              Representatives:
                                        5



                                  SCHEDULE 3.11

                              NON-US PENSION PLANS

         GENERAL

         In general, pensions in non-US locations will be dealt with in
         accordance with the general principles for Ford Business Employees, but
         recognizing the need to comply with local agreements and with local
         law and regulation. Specific provisions which apply to the major
         locations are set out below. In the event of conflict, local agreements
         and local law take precedence.

         1)       BRITAIN

                  a)       As soon as practicable, and in any event no later
                           than 6 months after Distribution Date, Visteon will
                           establish pension plans ("Mirror Plans") which have
                           the same provisions as existing in the Ford pension
                           plans and are capable of accepting a transfer of
                           Guaranteed Minimum Pensions and Protected Rights;

                  b)       During a participation period which expires on the
                           earlier of (i) 6 months after the Distribution Date
                           or (ii) when the appropriate Mirror Plans were
                           established, Visteon Employees may remain
                           contributing members of the Ford pension plan and
                           will continue to accrue benefits;

                  c)       Shortly before the Mirror Plans are established, both
                           Ford and Visteon shall, if legally necessary, seek
                           the consent of active Visteon Employees to a transfer
                           of the past service benefits from the Ford pension
                           plans to the Visteon Mirror Plans;

                  d)       The obligations to be assumed by the Mirror Plans
                           comprise pension accrued under the applicable Ford
                           pension plan, and, in respect of service completed in
                           the future, corresponding benefits for future
                           service;

                  e)       During the period after the Distribution Date if such
                           employees are accruing benefits in the Ford pension
                           plans, Visteon shall contribute to those plans such
                           contributions as Ford's Actuary advises as, together
                           with employee contributions, meets the cost of
                           accruing benefits (including death in service
                           benefits) and administration costs;

                  f)       To the extent permitted by and in accordance with
                           applicable law, Ford shall cause to be transferred,
                           from each Ford pension plan, assets that shall equal
                           the present value of the past service obligations
                           (including the effect of assumed future pay
                           increases) assumed by the Mirror Plans, provided that
                           the present value so calculated shall not exceed the
                           share

CONFIDENTIAL


                                       2

                           of plan assets applicable to the transferring group
                           ("Transfer Value");

                  g)       The date for valuing the past service obligation
                           referred to above ("Valuation Date") shall be the
                           Distribution Date or a convenient date within 30 days
                           thereof;

                  h)       The method and assumptions to be used in calculating
                           the present value in f) above shall be those
                           recommended by Ford's Actuary for funding valuations
                           as at March 31, 2000 updated to reflect changes in
                           market conditions between March 31, 2000 and the
                           Valuation Date, unless both sides jointly agree to
                           other assumptions as being at least as fair and
                           equitable;

                  i)       To recognize the period between the Valuation Date
                           and the physical date of asset transfer, the asset
                           transfer computed as at the Valuation Date shall be
                           increased by any contributions subsequently paid by
                           Visteon on behalf of transferring employees (except
                           that part relating to administration expenses and
                           relating to the cost of death in service benefits)
                           and paid by the employees themselves. The asset
                           transfer shall be reduced by any unpaid contributions
                           referred to in e) above. Interest shall be added on
                           the Transfer Value and to subsequent adjustments at
                           the rate equivalent to the Ford pension plan return
                           up to the start of the calendar month prior to the
                           final asset transfer, and at 30 Day UK Treasury Bill
                           rate on that date and published in the Financial
                           Times for the remaining period;

                  j)       Visteon recognizes that Ford concluded recent union
                           agreements which included processes potentially
                           leading to pension plan mergers. Visteon shall
                           co-operate with Ford in determining how best to
                           integrate the establishment (including timing) of
                           Mirror Plans with the agreed Ford process concerning
                           the proposed pension plan mergers;

                  k)       For the duration of their employment with Visteon,
                           terms and conditions of existing Ford employees who
                           transfer to Visteon will mirror Ford conditions
                           (including post retirement discretionary pension in
                           payment increases). Visteon will meet the cost of
                           such discretionary and other changes; and

                  l)       In respect of new hires, Visteon will develop a plan
                           which shall take due regard to the independence of
                           Ford and Visteon.

         2)       GERMANY

                  a)       It is recognized that Ford Business Employees in
                           Germany participate in three pension plans:

                           -        Foveruka: A Support Fund whose assets
                                    include deferred and


                                       3

                                    immediate annuity contracts with Alte
                                    Leipziger insurance company. Foveruka covers
                                    hourly employees, employees in SG 1-6 and,
                                    with minor exceptions, employees promoted
                                    from SG 6 in 1993 or later, and new hires
                                    after that date;

                           -        Exempt Statut Plan: An unfunded book reserve
                                    plan covering employees in SG 7-11 on
                                    December 31, 1992; and

                           -        Management Statut Plan: An unfunded book
                                    reserve covering employees in SG 12 and
                                    above on December 31, 1992;

                  b)       Ford Business Employees who transfer their employment
                           from Ford to Visteon and who, as of the Transfer
                           Date, participate in Foveruka will, with the approval
                           of its Management Board, continue participation in
                           Foveruka;

                  c)       Ford Business Employees who transfer their employment
                           from Ford to Visteon and who, as of the Transfer
                           Date, participate in the Exempt Statut and Management
                           Statut Plans will continue to participate in the
                           applicable Exempt Statut or Management Statut Plan.
                           Visteon will assume the obligations with respect to
                           the Ford Business Employees who are transferred to
                           Visteon as of the Transfer Date under the applicable
                           Exempt Statut or Management Statut Plan. Visteon will
                           retain the benefit structure as in effect for the
                           Ford book reserve plans;

                  d)       The obligations that Visteon assumes in respect of
                           the Exempt Statut and Management Statut Plans relate
                           to past service and, to the extent that employees
                           remain in service, future service;

                  e)       There will be no asset transfer from Ford to Visteon
                           in respect of the transfer of these book reserve plan
                           obligations to Visteon;

                  f)       In respect of new hires, Visteon will develop a plan
                           which shall take due regard to the independence of
                           Ford and Visteon;

                  g)       Visteon will make application to the Foveruka to
                           continue participation for both past service and
                           future service of present plan participants. Ford
                           will assist in the application process and does not
                           envision any restriction to participation by Visteon.
                           Ford will support continued participation by Visteon
                           in the Foveruka and will also support continued
                           administration by the Foveruka of the Exempt Statut
                           and Management Statut Pension Plans.

                  h)       Visteon will meet all costs in respect of their
                           Foveruka and book reserve obligations as described
                           above including the cost of any post-retirement
                           increase to be granted in the future, and potential
                           cost for administration of Visteon's participants in
                           Foveruka, and Foveruka's administration of the


                                       4

                           Exempt Statut Plan and Management Statut Plan with
                           respect to Visteon participants

         3)       FLOW BACKS WITHIN 5 YEARS (BRITAIN AND GERMANY)

                  a)       In accordance with the provisions of the European
                           Works Council agreement, Ford and Visteon jointly
                           agree that:

                           i)       Visteon Employees who had been Ford Business
                                    Employees who return to Ford without a break
                                    in Visteon service within 5 years of the
                                    Distribution Date shall be reinstated in the
                                    appropriate Ford pension plan;

                           ii)      They shall be credited with pensionable
                                    service equal to the aggregate of their
                                    service with Ford and with Visteon; and

                           iii)     Such credited service shall be conditional
                                    on

                                    -        Where legally required, the
                                             employee giving his/her consent to
                                             the appropriate transfer of pension
                                             plan assets and obligations

                                    -        Ford receiving the corresponding
                                             transfer of assets as described
                                             below.

                  b)       The assets to be transferred from Visteon to Ford
                           shall comprise in respect of each individual:

                           i)       Britain (Fund to Fund)

                                    -        The pension plan asset relating to
                                             pre-Distribution Date service first
                                             transferred to Visteon's mirror
                                             plans, increased with interest at
                                             the rate described in 1i) of this
                                             Schedule

                                    -        The actuarial equivalent of the
                                             pension accrued in the mirror plan
                                             for service after the Distribution
                                             Date as determined by Visteon's
                                             Actuary but based on assumptions
                                             acceptable to Ford as being
                                             reasonably consistent with 1h);

                           ii)      Germany - Foveruka

                                    -        In respect of pre-Distribution Date
                                             service, no compensation is
                                             required in excess of the Alte
                                             Leipziger asset

                                    -        In respect of post-Distribution
                                             Date service, a cash amount shall
                                             be paid from Visteon to Ford equal
                                             to excess of the liabilities
                                             assumed by Ford (computed on a US
                                             GAAP ie SFAS 87 basis) over the
                                             Foveruka assets; and

                           iii)     Germany - Book Reserve

                                    -        In respect of both pre-and post
                                             Distribution Date service, a cash
                                             amount from Visteon to Ford equal
                                             to the liabilities to be assumed by
                                             Ford calculated on a US GAAP ie
                                             SFAS 87 basis.


                                       5

         4)       BRAZIL

                  a)       It is recognized that Ford Business Employees in
                           Brazil participate in a single funded pension plan
                           covering Ford employees and Ford Business Employees;

                  b)       Until an employee retires, the pension plan operates
                           on a defined contribution basis;

                  c)       Both Ford and Visteon agree to contribute to the
                           individual accounts of their own employees so there
                           is no subsidy from Ford to Visteon, or Visteon to
                           Ford;

                  d)       It is recognized that whereas Ford employees'
                           accounts are fully funded, there was a shortfall in
                           the Ford Business Employees' accounts in respect of
                           pre-1995 contribution credits, of R$12,495,000 as at
                           December 31, 1999. Visteon agrees that it will meet
                           the cost of this shortfall before the affected
                           individuals retire but no later than fifteen years
                           from the Distribution Date;

                  e)       As soon as practicable, and in any event no later
                           than 9 months after Distribution Date unless the
                           Parties agree otherwise, Visteon will establish a
                           plan which is acceptable to Ford. These proposals
                           shall be reviewed with the local Ford company and,
                           before implementation reviewed by HR and Treasury
                           staff of Ford Motor Company (US). Visteon recognizes
                           that any plan would be designed so that Ford assumes
                           no obligations nor any costs in respect of Visteon
                           participants.

                  f)       In the event of Visteon establishing its own pension
                           plan, the assets to be transferred to that plan shall
                           comprise:

                           i)       For active employees, an amount equal to
                                    their account balances to the extent that
                                    these are funded;

                           ii)      For retirees, the actuarial value based on
                                    assumptions acceptable to Ford, of the
                                    pensions being transferred; and

                  g)       While participating in the pension plan, Visteon
                           agrees to meet its share of the plan's administration
                           costs.

         5)       OTHER LOCATIONS (MEXICO, JAPAN, AND FRANCE)

                  a)       As soon as practicable, and in any event no later
                           than 6 months after Distribution Date, Visteon will
                           prepare proposals for handling the pension
                           arrangements of Ford Business Employees who
                           participate in a Ford pension plan.


                                       6

                  b)       These proposals shall be reviewed with the local Ford
                           company and, before implementation reviewed by HR and
                           Treasury staff of Ford Motor Company (US).

                  c)       Visteon recognizes that any plan would be designed so
                           that Ford assumed no obligations nor any costs in
                           respect of Visteon participants.

                  d)       Any transfer of assets out of a Ford pension plan
                           would be limited to the actuarial value of past
                           service liabilities similarly transferred, where such
                           liabilities are computed using assumptions consistent
                           with US GAAP.

         6)       INCENTIVISED EARLY RETIREMENT PROGRAMS (ALL LOCATIONS)

                  a)       Visteon will meet the cost of such programs in
                           respect of their employees whether these programs
                           occur before or after Distribution Date; and

                  b)       The pension expense in these programs will be
                           computed as the increase in projected benefit
                           obligation in accordance with the provisions of SFAS
                           88.



                                  ATTACHMENT A

   FORD SALARIED UNIONS APPLICABLE TO FORD BUSINESS EMPLOYEES - UNITED STATES

1.       Collective Bargaining Agreement between Ford Motor Company and the UAW
         Salaried Bargaining Units dated September 15, 1999

2.       Collective Bargaining Agreement between Ford Motor Company and Plant
         Protection Association, National (effective January 29, 1999 - April
         30, 2001)

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                                                                   EXHIBIT 10.8

                               VISTEON CORPORATION

                              RESTRICTED STOCK PLAN

                           FOR NON-EMPLOYEE DIRECTORS

                        (Amended as of December 10, 2003)

SECTION 1.        PURPOSE AND EFFECTIVE DATE

         The Visteon Corporation Restricted Stock Plan for Non-Employee
         Directors has been established to align the interests of the
         non-employee members of the Board of Directors of Visteon Corporation
         (the "Company") with those of the Company's stockholders by providing
         equity incentives that will motivate the non-employee members of the
         Board of Directors to achieve long-range goals, thereby promoting the
         long-term financial interest of Visteon Corporation, including the
         growth in value of the Company's equity and enhancement of long-term
         stockholder return. The Plan is effective as of September 14, 2000.

SECTION 2.        DEFINITIONS

         (a)      "Act" means the Securities Act of 1933, as amended.

         (b)      "Administrative Committee" means the non-participating members
                  of the Board.

         (c)      "Affiliate" or "Affiliates" means affiliate as defined in Rule
                  12b-2 promulgated under Section 12 of the Exchange Act.

         (d)      "Annual Meeting Date" means the date each year on which occurs
                  the annual meeting of the Company's stockholders.

         (e)      "Beneficial Owner" means beneficial owner as defined in Rule
                  13d-3 under the Exchange Act.

         (f)      "Board" means the Board of Directors of the Company.

         (g)      "Change in Control" means the occurrence of any one of the
                  following events:


                  i.       any Person is or becomes the Beneficial Owner,
                           directly or indirectly, of securities of the Company
                           (not including in the securities beneficially owned
                           by such Person any securities acquired directly from
                           the Company or its Affiliates) representing 40% or
                           more of the combined voting power of the Company's
                           then outstanding securities, excluding any Person who
                           becomes such a Beneficial Owner in connection with a
                           transaction described in clause (A) of paragraph
                           (iii) below;

                  ii.      within any twelve (12) month period, the following
                           individuals cease for any reason to constitute a
                           majority of the number of directors then serving:
                           individuals who, on the effective date of this Plan,
                           constitute the Board and any new director (other than
                           a director whose initial assumption of office is in
                           connection with an actual or threatened election
                           contest, including but not limited to a consent
                           solicitation, relating to the election of directors
                           of the Company) whose appointment or election by the
                           Board or nomination for election by the Company's
                           stockholders was approved or recommended by a vote of
                           at least two-thirds (2/3) of the directors then still
                           in office who either were directors on the date
                           hereof or whose appointment, election or nomination
                           for election was previously so approved or
                           recommended;

                  iii.     there is consummated a merger or consolidation of the
                           Company or any direct or indirect subsidiary of the
                           Company with any other corporation, other than (A) a
                           merger or consolidation which results in the
                           directors of the Company immediately prior to such
                           merger or consolidation continuing to constitute at
                           least a majority of the board of directors of the
                           Company, the surviving entity or any parent thereof
                           or (B) a merger or consolidation effected to
                           implement a recapitalization of the Company (or
                           similar transaction) in which no Person is or becomes
                           the Beneficial Owner, directly or indirectly, of
                           securities of the Company (not including in the
                           securities Beneficially Owned by such Person any
                           securities acquired directly from the Company or its
                           Affiliates) representing 40% or

                                      -2-


                           more of the combined voting power of the Company's
                           then outstanding securities;

                  iv.      the stockholders of the Company approve a plan of
                           complete liquidation or dissolution of the Company or
                           there is consummated an agreement for the sale or
                           disposition by the Company of more than 50% of the
                           Company's assets, other than a sale or disposition by
                           the Company of more than 50% of the Company's assets
                           to an entity, at least 50% of the combined voting
                           power of the voting securities of which are owned by
                           stockholders of the Company in substantially the same
                           proportions as their ownership of the Company
                           immediately prior to such sale; or

                  v.       any other event that the Administrative Committee, in
                           its sole discretion, determines to be a Change in
                           Control for purposes of this Plan.

                  Notwithstanding the foregoing, a "Change in Control" shall not
                  be deemed to have occurred by virtue of the consummation of
                  any transaction or series of integrated transactions
                  immediately following which the record holders of the common
                  stock of the Company immediately prior to such transaction or
                  series of transactions continue to have substantially the same
                  proportionate ownership in an entity which owns all or
                  substantially all of the assets of the Company immediately
                  following such transaction or series of transactions.

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

         (i)      "Date of Grant" means the date a Plan Award is granted to a
                  Participant.

         (j)      "Deferred Compensation Plan" means the Visteon Corporation
                  Deferred Compensation Plan for Non-Employee Directors, as
                  amended and in effect from time to time.

         (k)      "Disability" means unable to engage in any substantially
                  gainful activity by reason of any medically determinable
                  physical or mental impairment which can be expected to result
                  in death or which has lasted or can be expected to last for a
                  continuous period of not less than 12 months.

                                      -3-


         (l)      "Exchange Act" means the Securities Exchange Act of 1934, as
                  amended.

         (m)      "Participant" means each member of the Board who is not a
                  common-law employee of the Company or an Affiliate.

         (n)      "Person" means person as defined in Section 3(a)(9) of the
                  Exchange Act, as modified and used in Sections 13(d) and 14(d)
                  thereof, except that such term shall not include: (i) the
                  Company or any of its subsidiaries, (ii) a trustee or other
                  fiduciary holding securities under an employee benefit plan of
                  the Company or any of its Affiliates, (iii) an underwriter
                  temporarily holding securities pursuant to an offering of such
                  securities, or (iv) a corporation owned, directly or
                  indirectly, by the stockholders of the Company in
                  substantially the same proportions as their ownership of
                  Company stock.

         (o)      "Plan" means this Visteon Corporation Restricted Stock Plan
                  for Non-Employee Directors, as amended and in effect from time
                  to time.

         (p)      "Plan Awards" means awards of Restricted Shares and Visteon
                  Stock Units.

         (q)      "Restricted Shares" means Shares issued to a Participant but
                  that are subject to the restrictions set forth in Section 6 of
                  the Plan.

         (r)      "Shares" means shares of the Company's common stock, par value
                  $1.00 per share.

         (s)      "Visteon Stock Units" means hypothetical shares of the
                  Company's common stock, par value $1.00 per share, that are
                  credited to a Participant's account under the Deferred
                  Compensation Plan.

SECTION 3.        ADMINISTRATION BY THE ADMINISTRATIVE COMMITTEE

         While the Plan is intended to be generally self-administering, the
         Administrative Committee shall have the full power and discretionary
         authority to: (a) interpret and administer the Plan and any instrument
         or award agreement relating to or made under the Plan; (b) establish,
         amend, suspend or waive such rules and regulations and appoint such

                                      -4-


         agents as it shall deem appropriate for the proper administration of
         the Plan; and (c) make any other determination, and take any other
         action, that the Administrative Committee deems necessary or desirable
         for the administration of the Plan. The decisions and determinations of
         the Administrative Committee need not be uniform and may be made
         differently among Participants, and shall be final, binding and
         conclusive on all interested parties.

SECTION 4.        PLAN AWARDS

         Subject to the restrictions set forth in Section 6 below, Participants
         shall automatically receive the following grants:

         (a)      On the date this Plan is approved by the Board, each
                  Participant shall receive a grant of 3,000 Restricted Shares,
                  which grant shall be effected within 30 days of the date of
                  Board approval.

         (b)      On the date of each annual meeting of the Company's
                  stockholders, each Participant, including a newly-elected
                  non-employee member of the Board whose election to the Board
                  coincides with the Annual Meeting Date, shall receive either a
                  grant of 3,000 Restricted Shares or a credit of 3,000 Visteon
                  Stock Units, as elected by the Participant in accordance with
                  Section 5.

         The Board may make additional Plan Awards, in such amount as the Board
         may determine, to a newly-appointed Participant whose appointment to
         the Board does not coincide with the Annual Meeting Date; provided that
         any such Plan Award shall be made by the Board without the
         participation of the affected Board member.

         Each Plan Award shall be evidenced by a written award agreement between
         the Company and Participant, in such form as is determined by the
         Administrative Committee.

SECTION 5.        PARTICIPANT ELECTIONS

         (a)      A Participant may elect, in such form and manner as the
                  Administrative Committee may prescribe, whether to receive
                  grants pursuant to Subsection (b) of

                                      -5-


                  Section 4 in the form of Restricted Shares or in the form of
                  Visteon Stock Units; provided, that if the Participant fails
                  to make an effective election, or if at any Date of Grant the
                  Participant does not have a valid election in effect, grants
                  under Subsection (b) of Section 4 shall be made in the form of
                  Restricted Shares.

         (b)      A validly executed election shall become effective with
                  respect to grants made on Annual Meeting Dates that occur
                  after the date on which the Participant's election is received
                  and accepted by the Administrative Committee, or as soon
                  thereafter as practicable. A Participant's election, once
                  effective, shall remain in effect until modified by the
                  Participant in accordance with subsection (c) below.

         (c)      A Participant may modify his or her then current election by
                  filing a revised election form, properly completed and signed,
                  with the Administrative Committee. A validly executed revised
                  election will be effective with respect to grants made on
                  Annual Meeting Dates that occur after the date on which the
                  Participant's revised election is received and accepted by the
                  Administrative Committee, or as soon thereafter as
                  practicable. A Participant's revised election, once effective,
                  shall remain in effect until again modified by the Participant
                  under this subsection (c).

         (d)      A Participant who has elected to receive Visteon Stock Units
                  and who is otherwise eligible for a Plan Award shall receive
                  the requisite number of Visteon Stock Units as a credit to the
                  Participant's account under the Deferred Compensation Plan.
                  Although credited under the Deferred Compensation Plan, the
                  Participant's right to receive a Deferred Compensation Plan
                  benefit based on such Visteon Stock Units shall be subject to
                  the vesting provisions set forth in subsections (b) and (c) of
                  Section 6 below. In all other respects, the Participant's
                  interest with respect to the Visteon Stock Units shall be
                  governed by the terms and conditions of the Deferred
                  Compensation Plan.

SECTION 6.        RESTRICTIONS

         (a)      Restricted Shares may not be transferred or otherwise
                  alienated or hypothecated prior to the date on which the
                  Participant becomes vested in such Restricted

                                      -6-


                  Shares. Subject to Section 7, the Participant may transfer or
                  otherwise alienate or hypothecate Restricted Shares in which
                  the Participant is vested.

         (b)      A Participant shall obtain a vested interest with respect to a
                  Plan Award, based upon the period of continuous service from
                  the Date of Grant of such Plan Award to the date on which the
                  Participant terminates service as a member of the Board
                  ("Period of Service"), as determined in accordance with the
                  following schedule:



Period of Service                           Vested Percentage of Plan Award
- -----------------                           -------------------------------
                                         
Less Than 1 Year                                           0
At Least 1 But Less Than 2 Years                      33 1/3
At Least 2 But Less Than 3 Years                      66 2/3
At Least 3 Years                                         100


If the foregoing vesting schedule results in the Participant being vested in a
number of Restricted Shares that is not an integer, the Participant's vested
interest shall be rounded up to the next whole number. Any Restricted Shares
that are not vested on the date on which the Participant terminates service as a
member of the Board shall be forfeited.

         (c)      A Participant, even if not fully vested in accordance with
                  subsection (b) above, shall be fully vested with respect to a
                  Plan Award in the event of a Change in Control or if the
                  Participant's Period of Service is terminated as a result of
                  the Participant's death or Disability.

SECTION 7.        CERTIFICATE LEGEND; TRANSFER AFTER LAPSE OF RESTRICTIONS

         (a)      In addition to any legends placed on certificates for Shares
                  under Subsection (b) hereof, each certificate for Restricted
                  Shares shall bear the following legend:

                  "The sale or other transfer of the shares of stock represented
                  by this certificate, whether voluntarily or by operation of
                  law, is subject to certain restrictions set forth in the
                  Visteon Corporation Restricted Stock Plan for Non-Employee

                                      -7-


                  Directors and an Award Agreement between Visteon Corporation
                  and the registered owner hereof. A copy of such Plan and
                  Agreement may be obtained from the Secretary of Visteon
                  Corporation."

         (b)      Except as otherwise provided herein, after the lapse of the
                  restrictions described in Section 6, the Restricted Shares
                  shall thereafter be freely transferable by the Participant and
                  new certificates for the Shares without the legend described
                  in Subsection (a) above shall be issued to the Participant
                  upon his or her request. Notwithstanding the foregoing, the
                  Participant agrees and acknowledges with respect to the Shares
                  that: (i) the Participant will not sell or otherwise dispose
                  of such Shares except pursuant to an effective registration
                  statement under the Act and any applicable state securities
                  laws, which the Company may but shall not be required to file,
                  or in a transaction which, in the opinion of counsel for the
                  Company, is exempt from such registration, and (ii) a legend
                  may be placed on the certificates for the Shares to such
                  effect.

         (c)      Notwithstanding anything herein to the contrary, in the event
                  of any underwritten public offering of the Company's
                  securities pursuant to an effective registration statement
                  filed under the Act and upon the request of the Company or the
                  underwriters managing any underwritten offering of the
                  Company's securities, the Participant shall not directly or
                  indirectly sell, make any short sale of, loan, hypothecate,
                  pledge, offer, grant or sell any option or other contract for
                  the purchase of, or otherwise dispose of or transfer, or agree
                  to engage in any of the foregoing transactions with respect
                  to, any Shares (other than those included in the registration)
                  acquired under this Plan without the prior written consent of
                  the Company or such underwriters, as the case may be, for such
                  period of time (not to exceed 180 days) from the effective
                  date of such registration as may be requested by the Company
                  or such managing underwriters.

SECTION 8.        BENEFICIARY

         Each Participant may designate one or more beneficiaries who shall be
         entitled to receive the Restricted Shares in the event the Participant
         dies while a member of the Board. The

                                      -8-


         Participant may from time to time revoke or change the beneficiary
         without the consent of any prior beneficiary by filing a new
         designation with the Secretary of the Company. The last such
         designation received by the Secretary of the Company shall be
         controlling. If no beneficiary designation is in effect at the time the
         Participant dies, or if no designated beneficiary survives the
         Participant, the Participant's Restricted Shares shall be transferred
         to the Participant's estate.

         If the Participant dies after ceasing to be a member of the Board, any
         non-forfeited Shares held by the Participant shall be transferred to
         the Participant's estate.

SECTION 9.        VOTING RIGHTS; DIVIDENDS AND OTHER DISTRIBUTIONS

         During the restriction period described in Section 6 hereof, the
         Participant shall be entitled to exercise full voting rights with
         respect to the Restricted Shares and shall be entitled to receive all
         dividends and other distributions paid with respect to such Restricted
         Shares. If any such dividends or distributions are paid in shares of
         the Company's common stock, such shares shall be subject to the same
         restrictions as the Restricted Shares with respect to which they were
         paid.

                                      -9-


SECTION 10.       ADJUSTMENTS

         In the event that the Administrative Committee shall determine that any
         dividend or other distribution (whether in the form of cash, stock,
         other securities or other property), recapitalization, stock split,
         reverse stock split, reorganization, merger, consolidation, split-up,
         spin-off, combination, repurchase or exchange of stock or other
         securities of the Company, issuance of warrants or other rights to
         purchase stock or other securities of the Company, or other similar
         corporate transaction or event affects the Shares such that an
         adjustment is determined by the Administrative Committee to be
         appropriate in order to prevent dilution or enlargement of the benefits
         or potential benefits intended to be made available under the Plan,
         then the Administrative Committee may, in such manner as it may deem
         equitable, adjust any or all of: (a) the number and type of Shares
         subject to the Plan and which thereafter may be made the subject of
         awards under the Plan, and (b) the number and type of Shares subject to
         outstanding awards.

SECTION 11.       TERM, AMENDMENT AND TERMINATION

         (a)      Unless terminated earlier pursuant to subsection (b) below,
                  the Plan shall terminate on May 9, 2011.

         (b)      The Board reserves the right to amend or terminate this Plan,
                  or amend any award agreement, at any time; provided that the
                  authority of the Administrative Committee to administer the
                  Plan and the Board to amend any award agreement shall extend
                  beyond the date of the Plan's termination.

         (c)      No amendment or termination of the Plan, and no amendment of
                  any award agreement, shall adversely affect the rights of any
                  Participant with respect to any Restricted Shares then
                  outstanding without the written consent of the Participant.

SECTION 12.       MISCELLANEOUS

         (a)      The granting of awards of Restricted Shares under the Plan and
                  the issuance of Shares in connection therewith shall be
                  subject to all applicable laws, rules and

                                      -10-


                  regulations, and to such approvals by any governmental
                  agencies or national securities exchanges as may be required.

         (b)      This Plan shall be governed by and construed in accordance
                  with the internal laws of the State of Delaware, without
                  reference to conflict of law principles thereof.

         (c)      If any provision of the Plan or any award agreement or any
                  award of Restricted Shares is or becomes or is deemed to be
                  invalid, illegal or unenforceable in any jurisdiction, or as
                  to any person or award, or would disqualify the Plan, any
                  award agreement or any award under any law deemed applicable
                  by the Administrative Committee, such provision shall be
                  construed or deemed amended to conform to applicable laws, or
                  if it cannot be so construed or deemed amended without, in the
                  determination of the Administrative Committee, materially
                  altering the intent of the Plan, any award agreement or the
                  award, such provision shall be stricken as to such
                  jurisdiction, person or award, and the remainder of the Plan,
                  any such award agreement and any such award shall remain in
                  full force and effect.

         (d)      The Plan shall be binding upon, and inure to the benefit, the
                  Company and its successors and assigns, and upon any person
                  acquiring, whether by merger, consolidation, purchase of
                  assets or otherwise, all or substantially all of the Company's
                  assets and business.

                                      -11-

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                                                                   EXHIBIT 10.18

                      HOURLY EMPLOYEE CONVERSION AGREEMENT

         This Agreement relating to certain employment and labor matters and
employee benefit plans ("Hourly Employee Conversion Agreement") dated effective
as of December 22, 2003 is made and entered into by and among Visteon
Corporation, a Delaware corporation ("Visteon") and Ford Motor Company, a
Delaware corporation ("Ford").

                                    RECITALS

         1.       Visteon employs directly approximately 584 U.S. hourly
employees ("Visteon Employees") who are engaged in the business of manufacturing
and assembling automotive parts and services ("Visteon Business").

         2.       The Visteon Employees are represented by the International
Union, United Automobile Aerospace and Agricultural Implement Workers of
America, UAW and its affiliated Locals 228, 400, 600, 723, 737, 845, 849, 892,
898, 1111, 1216, and 1895 (collectively, "UAW" or the "Union") and are covered
under the terms and conditions of the Visteon-UAW Collective Bargaining
Agreement dated June 29, 2000, and any extensions or successor agreements and
various local agreements by and between Visteon and the UAW ("Visteon CBA").

         3.       Pursuant to the terms of a Memorandum of Understanding dated
as of September 15, 2003 by and between the UAW, Ford and Visteon, the Parties
thereto agreed that all Visteon Employees hired during the term of the 1999-2003
UAW-Ford Collective Bargaining Agreement would be deemed to be "Ford Employees"
and would be covered in all respects by successive UAW-Ford National Agreements
so long as they remain Ford Employees and during their retirement.

         4.       Accordingly, the Parties desire that Visteon transfer to Ford
the Visteon Employees as of the Transition Date as hereafter defined and the
Transferred Employees shall become immediately 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").

         5.       Pursuant to the terms of the Amended and Restated Hourly
Employee Assignment Agreement dated as of April 1, 2000 by and between Visteon
and Ford, and as such agreement may be further amended ("Assignment Agreement"),
the Visteon Employees will be assigned to work in the Visteon Business unless
otherwise deployed by Ford. If assigned to Visteon, Transferred 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.



                                     - 2 -

                                    AGREEMENT

         NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, receipt of which is hereby acknowledged, the Parties
hereto agree as follows:

                                    ARTICLE I

                                  DEFINITIONS

         Unless otherwise defined herein, the capitalized terms used herein
shall have the following meanings:

         1.01     "EMPLOYEE CENSUS" shall mean the employee census described in
                  Section 2.01.

         1.02     "GOVERNANCE COUNCIL" shall mean the governance council
                  established pursuant to Section 6 of the Relationship
                  Agreement between Ford and Visteon to be dated subsequent to
                  the date of this Agreement, or if not executed, the Governance
                  Council shall mean those persons with decision-making
                  authority regarding the dispute.

         1.03     "INSURANCE CONVERSION DATE" shall mean January 1, 2004, at
                  12:01 a.m.

         1.04     "TRANSFERRED EMPLOYEES" SHALL MEAN

                  (i)      Active Visteon Employees as defined in Section
                           1.06(i) who are transferred to Ford pursuant to the
                           terms hereof and who are at work on the day
                           immediately prior to the Transition Date including
                           those on contractual paid time off (i.e., Jury Duty
                           Pay, Bereavement Pay, Short Term Military Pay,
                           Vacation Pay and Paid Holiday);

                  (ii)     Inactive Visteon Employees as defined in Section
                           1.06(ii) who are transferred pursuant to the terms
                           hereof, whether or not they return to active
                           employment;

                  (iii)    Visteon Employees who have a break in seniority but
                           who are subsequently restored to seniority, with or
                           without filing a grievance, shall be included as a
                           Transferred Employee on the date such seniority is
                           restored, and the Insurance Conversion Date shall be
                           the first of the month following the date seniority
                           is restored; and

         1.05     "TRANSITION DATE" shall mean December 22, 2003, or such other
         time as provided under the terms of this Agreement with respect to an
         individual employee.



                                     - 3 -

         1.06     "VISTEON EMPLOYEES" SHALL MEAN

                  (i)      U.S. persons represented by the Union, who have
                           seniority status under the Visteon CBA as of the day
                           immediately prior to the Transition Date, who are
                           full-time employees, and who are actively at work at
                           Visteon on the day immediately prior to the
                           Transition Date including those on contractual paid
                           time off with reinstatement rights (i.e., Jury Duty
                           Pay, Bereavement Pay, Short Term Military Pay,
                           Vacation, Paid Holiday), and those on reduced or
                           alternate work schedules ("Active Visteon
                           Employees"); and

                  (ii)     U.S. persons represented by the Union on full time
                           status who are not at work at Visteon the day
                           immediately prior to the Transition Date but who have
                           retained seniority status under the Visteon CBA and
                           who, under the terms of the Visteon CBA, are entitled
                           to reinstatement on return to employment, including
                           those on leave of absence, layoff status, workers'
                           compensation 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 or probationary layoff.

                                   ARTICLE II

                            EMPLOYMENT RESPONSIBILITY

         2.01     EMPLOYEE CENSUS.

         An employee census is attached as Schedule 2.01 ("Employee Census").
The Employee Census sets forth:

         (i)      a list of all Active Visteon Employees by name and social
                  security number;

         (ii)     a list of all Inactive Visteon Employees by name and social
                  security number;

         (iii)    the job classification of each Visteon Active or Inactive
                  Employee;

         (iv)     the Visteon Service Date of each Visteon Active or Inactive
                  Employee;

         (v)      the wage rate applicable to each Visteon Active or Inactive
                  Employee; and

         (vi)     the reason for any absence of any Visteon Inactive Employee
                  and the date any leave expires.



                                     - 4 -

         Visteon shall revise the Employee Census as of the Transition Date to
reflect any applicable changes. The revised Employee Census shall be delivered
to Ford within ten days of the Transition Date.

         2.02     EMPLOYMENT TRANSFER AND TERMS OF EMPLOYMENT.

         Visteon shall transfer the employment of Visteon Employees to Ford
effective as of the Transition Date and such employees shall become Transferred
Employees effective on the Transition Date. On such date, the Transferred
Employees shall be subject to the terms and conditions of the Ford CBA.

         2.03     SENIORITY.

         Ford shall recognize Visteon seniority under the Visteon CBA earned as
of the Transition Date as if such seniority were seniority under the Ford CBA.
Ford shall recognize Visteon service for all purposes under the Ford- UAW
benefit plans as if such service were Ford service, assuming Ford receives
appropriate benefit asset transfers from Visteon as described in Article III.

         2.04     TRANSPARENCY.

         Except as otherwise provided in this Agreement, for all purposes under
the Ford CBA, Ford shall recognize the Transferred Employee's employment history
at Visteon, including, but not limited to attendance, discipline, vacation
records and all other types of employment records or transactions with respect
to a Transferred Employee, as if the Transferred Employee had been covered
under the Ford CBA since the date of hire at Visteon.

         2.05     GRIEVANCES.

         All unresolved grievances pertaining to Visteon Employees as of the
Transition Date shall be processed to conclusion under the terms of the Visteon
CBA. Ford and Visteon shall consult with each other concerning cases that may
establish precedents with respect to the interpretation of each other's
collective bargaining agreements. A former Visteon employee who filed a
grievance over a discharge prior to the Transition Date and who is ultimately
reinstated to work pursuant to the Visteon grievance procedure after the
Transition Date shall be reinstated as a Transferred Employee. The Insurance
Conversion Date for such an employee shall be the first day of the month
following the reinstatement date. While the grievance is pending, Visteon shall
retain full responsibility for such former Visteon employee for all purposes to
the extent provided in the Visteon CBA.

         2.06     JOINT PROGRAMS.

         Any local training fund balances accrued under the Visteon CBA as of
the Transition Date shall continue to be used for the employees of the plant,
regardless of whether they are Transferred Employees, employees of Ford assigned
to Visteon under the Assignment Agreement or employees hired by Visteon after
the Transition Date (to



                                     - 5 -

the extent permitted under any applicable CBA), as agreed by the UAW-Ford NEDTEC
Joint Governing Body.

         2.07     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 Transition 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. Employee
                           records shall remain in the physical custody of the
                           appropriate Visteon hourly labor supervisors at the
                           plants where the Visteon Employees are assigned to
                           work as of the Transition Date. In the event a
                           Transferred Employee is reassigned to a non-Visteon
                           location, Visteon shall cause the employment records
                           to be transferred 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
                           Transferred Employee.

                           Visteon shall conduct exit health assessments for all
                           Transferred Employees enrolled in a medical
                           surveillance program prior to the Transferred
                           Employee leaving the Visteon facility to return to a
                           Ford facility. Transferred Employees whose most
                           recent assessments were conducted more than six
                           months before the date of return to the Ford facility
                           shall be given an exit health assessment for the
                           medical surveillance program(s) that they were
                           enrolled in.

                           For the period that the Transferred Employee
                           continues to work at the Visteon facility, the
                           medical record will be retained at the Visteon
                           location but Ford shall have access to such record as



                                     - 6 -

                           reasonably required. If the Transferred Employee
                           transfers from a Visteon location to a Ford location
                           after the Transition Date, the Visteon location will
                           retain the original medical record. Visteon will copy
                           the entire medical record that is hard copy and send
                           to Ford within thirty (30) days of the transfer. Ford
                           will incur any reasonable costs associated with the
                           copying and mailing of the medical record. In
                           addition, upon request of the Ford location, Visteon
                           will provide Ford with a copy of the computerized
                           record if available. Ford will incur any reasonable
                           costs associated with the copying and mailing of the
                           computerized medical record.

                                  ARTICLE III

                             EMPLOYEE BENEFIT PLANS

         3.01     DEFINED BENEFIT PENSION PLANS.

                  (a)      FORD-UAW RETIREMENT PLAN.

                           The Ford-UAW Retirement Plan shall provide retirement
                           benefits for credited service on or after the
                           Transition Date for Transferred Employees subject to
                           the following:

                           (i)      For purposes of determining vesting and
                                    eligibility for benefits, service credited
                                    under the Visteon-UAW Retirement Plan shall
                                    be recognized under the Ford-UAW Retirement
                                    Plan; and

                           (ii)     Subject to receipt of the asset transfer
                                    described below, the Ford-UAW Retirement
                                    Plan shall pay a benefit related to service
                                    with Visteon prior to the Transition Date.

                           After the Transition Date, Transferred Employees
                           shall participate in the Ford-UAW Retirement Plan and
                           shall accrue the same benefits for service as those
                           other Ford hourly employees represented by the UAW
                           who participate in the Ford-UAW Retirement Plan.

                  (b)      LIABILITY AND ASSET TRANSFERS FROM THE VISTEON-UAW
                           RETIREMENT PLAN TO THE FORD-UAW RETIREMENT PLAN.

                           (i)      Visteon and Ford shall take such steps that
                                    are necessary to transfer to the Ford-UAW
                                    Retirement Plan any credited service and
                                    benefits accrued under the Visteon-UAW
                                    Retirement Plan with respect to a
                                    Transferred Employee to the date immediately
                                    prior to the Transition Date to the extent
                                    permitted by law provided the Ford-UAW
                                    Retirement Plan and the Visteon-UAW
                                    Retirement Plan each respectively retain
                                    their tax-qualified status after the



                                     - 7 -

                                    transfer and the Ford-UAW Retirement Plan is
                                    not required to be amended to provide for
                                    any additional benefit rights or features
                                    not currently contained in the Ford-UAW
                                    Retirement Plan, except as specifically
                                    provided in this Section. Visteon shall
                                    amend the Visteon-UAW Retirement Plan to
                                    vest Transferred Employees in 100% of their
                                    benefits accrued under the Visteon-UAW
                                    Retirement Plan prior to the transfer of
                                    liabilities and assets to the Ford-UAW
                                    Retirement Plan as described in this
                                    subparagraph (b). Ford shall amend the
                                    Ford-UAW Retirement Plan, subject to Union
                                    approval, to provide that credited service
                                    under the Visteon-UAW Retirement Plan with
                                    respect to a Transferred Employee shall be
                                    treated for all purposes as Ford-UAW
                                    Retirement Plan credited service. Future
                                    service shall be accrued under the Ford-UAW
                                    Retirement Plan. A Transferred Employee
                                    shall not be treated as having a separation
                                    from employment for purposes of the
                                    Visteon-UAW Retirement Plan or the Ford-UAW
                                    Retirement Plan and shall not be entitled to
                                    an immediate distribution of plan benefits
                                    solely because of the employment transfer.

                           (ii)     As soon as practicable after the latest of
                                    (A) the date on which the PBO Value is
                                    determined and verified pursuant to (iii)
                                    below, (B) the expiration of thirty days
                                    following the filing, if required, of Form
                                    5310 with the IRS and PBGC in respect of the
                                    Ford-UAW Retirement Plan and the Visteon-UAW
                                    Retirement Plan ("Asset Transfer Date"),
                                    Visteon shall cause the trustee of the
                                    Visteon-UAW Retirement Plan to transfer
                                    assets to the Ford-UAW Retirement Plan in an
                                    amount equal to the PBO Value as determined
                                    in (iii) below. The assets shall consist of
                                    cash or cash equivalents, or marketable
                                    securities, and shall include interest from
                                    the Transition Date until the Asset Transfer
                                    Date at the 90 day Treasury Bill rate on a
                                    bond equivalent yield in effect on the last
                                    business day of the month immediately
                                    preceding the Payment Date, as quoted in the
                                    Wall Street Journal.

                           (iii)    As of a date mutually agreed by Visteon and
                                    Ford ("Valuation Date"), in respect of each
                                    Transferred Employee then a participant in
                                    the Visteon-UAW Retirement Plan, the Visteon
                                    Actuary shall measure the projected benefit
                                    obligation, as defined in SFAS No. 87, of
                                    the liabilities related to the Transferred
                                    Employees as of the Transition Date
                                    ("Transferred Employee PBO Value" or "PBO
                                    Value") in accordance with the principles
                                    stated below:



                                     - 8 -

                                    (A)      The present value of liabilities
                                             will be determined under SFAS No.
                                             87 as the projected benefit
                                             obligation, using the actuarial
                                             assumptions and methods that are
                                             published in the most recent
                                             actuarial valuation for accounting
                                             purposes adjusted to reflect
                                             current condition (e.g. accelerated
                                             vesting) not reflected in the most
                                             recent valuation for the
                                             Visteon-UAW Retirement Plan
                                             prepared by Towers Perrin; and

                                    (B)      A discount rate as of the
                                             Transition Date equal to the annual
                                             effective yield equivalent to the
                                             nominal semi-annual yield published
                                             by Moody's Investors Service at
                                             www.Moodys.com for its AA
                                             Corporate Bond Index, rounded to
                                             the nearest 1/4%, provided such
                                             rate is a reasonable proxy for the
                                             Ford SFAS 87 discount rate for the
                                             Ford-UAW Retirement Plan in effect
                                             as of the Valuation Date. If such
                                             rate is not a reasonable proxy as
                                             determined solely by Ford, then the
                                             Visteon Actuary and the Ford
                                             Actuary shall determine an
                                             acceptable discount rate no later
                                             than thirty days after the
                                             Transition Date.

                                    In no event shall the PBO Value as
                                    calculated on the basis described above
                                    result in an asset transfer less than the
                                    amount necessary to reflect the requirements
                                    of the provisions of Code Section 411(d) and
                                    414(1) and the Treasury Regulations issued
                                    thereunder and the actuarial methods and
                                    assumptions established by the PBGC with
                                    respect to spin-offs of pension plans where
                                    liabilities, for purposes of Code Section
                                    411(d) and 414(1), are calculated using a
                                    discount rate or rates and other assumption
                                    specified by the PBGC and in effect for
                                    plans terminating on the Valuation Date. The
                                    determination of the PBO Value by the
                                    Visteon Actuary shall be submitted to the
                                    Ford Actuary for verification but such
                                    verification shall relate only to the
                                    calculation of the PBO Value on the basis
                                    set forth above. If the Visteon Actuary and
                                    the Ford Actuary are unable to agree on a
                                    verification, Visteon and Ford shall jointly
                                    designate a third independent actuary whose
                                    verification shall be final and binding.
                                    Ford and Visteon shall each pay one-half of
                                    the costs of such third actuary.

                           (iv)     Assets transferred pursuant to this Section
                                    3.01 shall increase the balance of the
                                    Visteon Pension Account described in Section
                                    1.1 of Attachment A to the Assignment
                                    Agreement. If a Transferred Employee
                                    thereafter ceases to be a Ford Assigned
                                    Employee as



                                     - 9 -

                                    defined in the Assignment Agreement,
                                    Visteon's pension obligation to Ford and the
                                    balance of the Visteon Pension Account shall
                                    be reduced in accordance with Section 9 of
                                    Attachment A to the Assignment Agreement.

         3.02     ASSET TRANSFER-RETIREE HEALTH CARE AND LIFE INSURANCE
                  OBLIGATIONS.

         Visteon will pay to Ford an amount equal to the SFAS 106 APBO
transferred to Ford with respect to the Transferred Employees to the extent the
Transferred Employee is not assigned to a Visteon plant location under the terms
of the Assignment Agreement. The amount shall be calculated in a manner that is
consistent with the calculation of the pension asset transfer provided in
Section 3.01(b) above.

         3.03     SAVINGS PLANS.

         Visteon Employee contributions to the Visteon Investment Savings Plan
for Hourly Employees (VISPHE) shall cease effective with the first pay period
beginning after the Transition Date. Transferred Employees as of the Transition
Date may commence pretax and after tax contributions up to an aggregate of 40%
of base wages in the Ford Motor Company Tax Efficient Savings Plan for Hourly
Employees ("TESPHE") beginning as of the first pay ending date after the
Transition Date. Unless otherwise modified, the contribution elections that the
Transferred Employee had in place under VISPHE shall be honored by the TESPHE.

         Transferred Employees may elect a direct rollover of their account
balances in VISPHE to the TESPHE during a period beginning on the Transition
Date and ending on January 9, 2004 ("Election Period"), unless a different
period is agreed by the Parties. Outstanding VISPHE loan balances of Transferred
Employees who elect a direct rollover of their account balance will be
transferred to TESPHE.

         Contributions to TESPHE after the Transition Date and account balances
of Transferred Employees who elect a direct rollover as described in the
preceding paragraph will be mapped as provided in Schedule 3.03 to identical or
substantially similar investment options if available under TESPHE. To the
extent there is no identical or substantially similar investment option
available under TESPHE, such account balances will be transferred to the TESPHE
Interest Income Fund until redirected by the Transferred Employee. Investments
in the VISPHE Visteon Stock Fund will be liquidated as of market close on the
date the rollover election becomes effective and an amount equal to the realized
cash will be invested in the TESPHE Interest Income Fund.

         Transferred Employees who do not elect a direct rollover to TESPHE may
retain their account balances of $3,500 or more in VISPHE or withdraw them at
any time after the Transition Date. VISPHE accounts with balances less than
$3,500 will be distributed to the Transferred Employees who do not elect a
direct rollover as described above. Transferred Employees with outstanding loan
balances in VISPHE who elect to leave their account balances in VISPHE will be
provided with coupon books for monthly loan repayments. Outstanding loans of
Transferred Employees who receive a distribution from VISPHE will be defaulted
and foreclosed unless repaid prior to distribution.



                                     - 10 -

         After the Election Period, TESPHE will accept rollovers of eligible
VISPHE distributions if so elected by the Transferred Employee on the same basis
as TESPHE receives rollovers from other employer's qualified defined
contribution plans. For avoidance of doubt, after the Election Period, TESPHE
will not accept a rollover of any loan and the rollover distribution will not be
mapped as provided in Schedule 3.03.

Ford and Visteon agree to use their best efforts to request and obtain any
approvals necessary from the Internal Revenue Service and to make any amendments
to their plans and trusts as may be necessary or appropriate to effect the
transfers contemplated by these provisions. Visteon shall give notice to VISPHE
plan participants of any applicable black-out period to the extent required
under federal law.

         3.04     HEALTH BENEFITS.

         Transferred Employees as of the Transition Date shall be eligible for
the Ford-UAW HSMDDV Program effective as of the Insurance Conversion Date. Such
employees shall be subject to the Ford waiting period for such coverages but
Visteon service will be counted towards the waiting period. The Ford-UAW
alternative plans shall be available to Transferred Employees based on such
employee's zip code of residence or work zip code. Visteon shall continue
coverage for Transferred Employees under the Visteon-UAW HSMDDV Program until
the Insurance Conversion Date.

         3.05     LIFE INSURANCE PROGRAMS.

                  (a)      COMPANY PAID LIFE INSURANCE COVERAGE.

                           Transferred Employees as of the Transition Date shall
                           be eligible for coverage through the Ford-UAW Group
                           Life Insurance Program effective as of the Insurance
                           Conversion 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-UAW
                           Group Life Insurance Program. Visteon shall continue
                           coverage for Transferred Employees under the
                           Visteon-UAW Group Life Insurance Program until the
                           Insurance Conversion Date.

                  (b)      EMPLOYEE PAID OPTIONAL LIFE INSURANCE COVERAGE,
                           DEPENDENT GROUP LIFE INSURANCE AND OPTIONAL ACCIDENT
                           INSURANCE.

                           Payroll deduction of premiums for optional life
                           insurance coverage, dependent group life insurance
                           coverage and optional accident insurance coverage
                           under the Visteon employee paid optional insurance
                           programs shall cease the day prior to the Insurance
                           Conversion Date. Transferred Employees shall have
                           current Visteon coverage amounts continued under the
                           Ford optional life insurance program, the dependent
                           group life insurance



                                     - 11 -

                           program and the optional accident insurance program
                           with coverage to be effective on the Insurance
                           Conversion 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 employee paid
                           optional life insurance program.

                  (c)      ACCIDENTAL DEATH AND DISMEMBERMENT INSURANCE

                           Visteon shall continue coverage for Transferred
                           Employees under the Visteon-UAW Accidental Death and
                           Dismemberment Insurance Program until the Insurance
                           Conversion Date. Transferred Employees as of the
                           Transition Date shall be eligible for coverage
                           through the Ford-UAW Accidental Death and
                           Dismemberment Insurance Program effective as of the
                           Insurance Conversion Date. In the event of accidental
                           death, Ford shall use the beneficiary designated
                           under the Ford-UAW Life Insurance Program.

                  (d)      SEAT BELT USER PROGRAM

                           Transferred Employees shall be eligible for coverage
                           through the Ford Safety Belt User Program for
                           accidents that occur on or after the Insurance
                           Conversion Date. If the accident occurs prior to the
                           Insurance Conversion Date, but the loss of life
                           occurs after the Insurance Conversion Date, Visteon
                           shall be responsible for payment of any benefit under
                           the Visteon Safety Belt User Program.

         3.06     DISABILITY INSURANCE PROGRAMS.

         Transferred Employees as of the Transition Date shall be eligible for
coverage through the Ford-UAW Disability Insurance Program (Accident and
Sickness Insurance and Extended Disability Benefits) effective as of the
Insurance Conversion Date. Visteon shall continue coverage for Transferred
Employees under the Visteon-UAW Disability Insurance Program (Accident and
Sickness Insurance and Extended Disability Benefits) until the Insurance
Conversion Date.

         3.07     SUB/GIS.

         Transferred Employees employed on or after the Transition Date shall be
covered under the Ford-UAW SUB Plan and GIS Program assuming they meet Ford's
eligibility requirements for coverage. Inactive Visteon Employees who attempt to
return to work at Ford from workers' compensation leave or long term disability
leave with no restrictions but who cannot otherwise be placed at work shall be
covered under the Ford-UAW SUB Plan and GIS Program assuming they meet Ford's
eligibility requirements for coverage.



                                     - 12 -

         3.08     UAW-FORD LEGAL SERVICES PLAN.

         Cases opened prior to the Transition Date shall be completed under the
Visteon CBA. Cases opened on or after the Transition Date shall be completed
under the Ford CBA.

                                   ARTICLE IV

                             OTHER EMPLOYEE MATTERS

         4.01     WORKERS' COMPENSATION (W.C.).

         All claims and liabilities, which relate to injuries affecting
Transferred Employees that occur on or after the Transition 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 Transition Date shall be processed to conclusion under the Visteon self
insured W.C. Program.

         4.02     PROFIT SHARING.

         Transferred Employees shall become eligible to participate in the
Profit Sharing Plan for Hourly Employees of Ford Motor Company ("Ford Profit
Share Plan") on or after the Transition Date, but shall receive a profit share
for the entire calendar year 2003 based on Ford profits, if any, for 2003. Any
profit share payable under the Ford Profit Share Plan shall be payable to the
extent and according to the timing specified in the Ford Profit Share Plan.
Visteon shall reimburse Ford for the cost of the 2003 profit share payments
under the terms of the Assignment Agreement, even with respect to any
Transferred Employees who are not currently assigned to Visteon locations under
the Assignment Agreement at the time the profit share payment is paid. In
addition, Ford shall pay a prorated Ford profit share in respect of any Visteon
employee who died during 2003, with the cost to be recovered from Visteon
through the Assignment Agreement.

         4.03     VEHICLE PURCHASE PLAN.

         On or after the Transition Date, Transferred Employees shall be
eligible to participate in the Ford Vehicle Purchase and Assignment Plans
applicable to Ford-UAW hourly employees. To the extent sales were entered into
prior to the Transition Date, they shall be completed under the terms of the
Visteon CBA.

         4.04     FAMILY SUPPORT, GARNISHMENTS AND LEGAL HOLDS.

                  (a)      FAMILY SUPPORT.

                           Ford shall notify governmental agencies in advance of
                           the Transition Date of the change of employer in
                           order that such agencies may refile with Ford.



                                     - 13 -

                  (b)      GARNISHMENTS.

                           Neither Visteon nor Ford shall notify any creditor of
                           a Transferred Employee of the change of employer. A
                           Visteon Employee or a Transferred Employee may notify
                           his or her creditor of the change of employer.

                  (c)      LEGAL HOLDS.

                           Ford shall Inform the applicable courts in advance of
                           the Transition Date of the change of employer and the
                           need to refile with Ford.

         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 Transition Date; (ii) any benefits arising
under Visteon employee benefit plans and programs relating to claims incurred or
events that took place prior to the Transition Date, including benefits with
respect to claims incurred prior to the Transition Date but reported after the
Transition Date; and (iii) workers' compensation claims, expenses, liabilities,
or administrative responsibilities of any kind whatsoever with respect to
injuries incurred prior to the Transition 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 Transition Date; (ii) any benefits arising
under the Ford CBA applicable to Transferred Employees relating to claims
incurred or events that took place on or after the Transition Date with respect
to insurance claims; and (iii) workers' compensation claims, expenses,
liabilities, or administrative responsibilities of any kind whatsoever with
respect to injuries incurred after the Transition Date.

         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 V

                                 INDEMNIFICATION

         5.01     INDEMNITY.

         Ford shall indemnify Visteon 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 Visteon) incurred or suffered by
Visteon arising out of (i) breach of any agreement made by Ford hereunder; (ii)
employment claims of Transferred Employees



                                     - 14 -

based on conditions or actions of Ford which arise or take place subsequent to
the Transition 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
Transition Date, including, without limitation, claims made to the to the
Pension Benefit Guaranty Corporation ("PBGC"), the Department of Labor ("DOL"),
or Internal Revenue Service ("IRS").

         Visteon shall indemnify Ford 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 Ford) incurred or suffered by Ford
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 of Visteon which arose or took place prior to the Transition 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 Transition Date or in connection with the
operation and administration of any such plans on or after the Transition Date,
including, without limitation, claims made to the PBGC, the DOL or IRS.

         5.02     PROCEDURE FOR INDEMNITY.

         The procedure for indemnification under this Article V shall be the
same procedure set forth in Section 7(c) through (j) of the Master Transfer
Agreement between Ford and Visteon dated April 1, 2000.

                                   ARTICLE VI

                               GENERAL PROVISIONS

         6.01     TERMINATION.

         This Agreement may be terminated at any time before the Transition
Date, without liability on the part of any Party hereto exercising such right of
termination, by the mutual consent of the Parties as evidenced by an instrument
in writing.

         6.02     NO THIRD-PARTY BENEFICIARIES.

         No provision of this Agreement is intended or shall be construed to
confer upon any person other than the Parties hereto any rights or remedies of
any nature or kind whatsoever, including but not limited to Transferred
Employees.

         6.03     AMENDMENTS.

         No amendment to this Agreement will be binding upon either Party unless
it is in writing and is signed by a duly authorized representative of each
Party. This Agreement supercedes any prior agreements between the Parties
concerning the subject matter herein.



                                     - 15 -

         6.04     WAIVERS AND EXTENSIONS.

         Either Party to this Agreement may waive any right, breach, or default,
which such Party has the right to waive, provided that such waiver will not be
effective against the waiving Party unless it is in writing, is signed by such
Party, and specifically refers to this Agreement. Waivers may be made in advance
or after the right waived has arisen or the breach or default waived has arisen
or the breach or default waived has occurred. Any waiver may be conditional. No
waiver of any breach of any agreement or provision herein contained shall be
deemed a waiver of any proceeding or succeeding breach thereof nor of any other
agreement or provision herein contained. No waiver or extension of time for
performance of any obligations or acts shall be deemed a waiver or extension of
the time for performance of any other obligations or acts.

         6.05     TITLES AND HEADINGS.

         Titles and headings of sections of this Agreement are for convenience
only and shall not affect the construction of any provision of this Agreement.

         6.06     SCHEDULES.

         Each of the Schedules referred to herein and attached hereto is an
integral part of this Agreement and is incorporated herein by reference.

         6.07     ASSIGNMENT.

         This Agreement shall be binding upon and inure to the benefit of the
Parties, and their respective successors and permitted assigns, but no rights,
interests or obligations of either Party herein may be assigned without the
prior written consent of the other, which consent shall not be unreasonably
withheld.

         6.08     SEVERABILITY.

         If any provision of this Agreement, or portion thereof, is invalid or
unenforceable under any statute, regulation, ordinance, executive order or other
rule of law, such provision, or portion thereof, shall be deemed reformed or
deleted, but only to the extent necessary to comply with such statute,
regulation, ordinance, order or rule, and the remaining provisions of this
Agreement shall remain in full force and effect.

         6.09     GOVERNING LAW.

         This Agreement will be construed and enforced in accordance with the
laws of the State of Michigan, excluding its conflict of laws rules. Each Party
consents, for purposes of enforcing this Agreement, to personal jurisdiction,
service or process and venue in any state or federal court within the State of
Michigan having jurisdiction over the subject matter. The Parties exclude the
application of the 1980 United Nations Convention on Contracts for the
International Sale of Goods, if otherwise applicable.



                                     - 16 -

         6.10     NOTICES.

         Any notice under this Agreement must be in writing (letter, facsimile)
and will be effective when received by the addressee at its address indicated
below. The Parties by notice may designate other addresses to which notices will
be sent.

         If to Ford:

         Ford Motor Company
         Office of the Secretary
         One American Road
         11th Floor World Headquarters
         Dearborn, Michigan 48126-2798
         Fax:(313)248-7036

         If to Visteon:

         Visteon Corporation
         One Parklane Boulevard, Ste. 728 East
         Dearborn, Michigan 48126
         Attention: General Counsel
         Fax:(313)755-2342

All such notices and communications hereunder shall be deemed given when
received, as evidenced by the acknowledgment of receipt issued with respect
thereto by the applicable postal authorities, or the signed acknowledgment of
the receipt of the person to whom such notice or communication shall have been
addressed, or facsimile transmission answerback, as applicable.

         6.11     FORCE MAJEURE.

         If the failure of any Party hereto to fulfill its obligations within
the time periods set forth in this Agreement arises because of circumstances
such as acts of God, acts of government, floods, fires, explosions accidents,
strikes or other labor disturbances, wars, civil insurrection, sabotage
terrorist action, nuclear or environmental disaster or other similar
circumstances wholly outside the control of the defaulting Party (collectively,
"Force Majeure Event"), then such failure shall be excused hereunder for the
duration of such Force Majeure Event.

         6.12     TIME OF THE ESSENCE.

         Time is strictly of the essence in the performance of every covenant,
obligations or promise set forth in this Agreement.

         6.13     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, hereunder;
provided, however, that a Party



                                     - 17 -

may seek injunctive relief from a court where appropriate solely for the purpose
of maintaining the status quo while this procedure is being followed:

         (a)      The Parties promptly shall hold a meeting of the Governance
                  Council to attempt in good faith to negotiate a mutually
                  satisfactory resolution of the dispute; provided, however,
                  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, any Party may so notify the
                  other. In that event, the Parties agree to participate in good
                  faith in mediation of the dispute. Such mediation shall
                  conclude no later than forty-five (45) days from the date that
                  the mediator is appointed. If the Parties are not successful
                  in resolving the dispute through mediation, then the Parties
                  agree to submit the matter to binding arbitration before a
                  sole arbitrator in accordance with the CPR 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 the discovery, each Party
                  shall again submit to the arbitrator its requested relief
                  (which may bemodified 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 the arbitrator's final
                  ruling to selecting the entire requested relief the arbitrator
                  considers the most appropriate from those submitted by the
                  Parties.

         (c)      Mediation and, if necessary, arbitration shall take place in
                  the City of Dearborn, Michigan unless the Parties agree
                  otherwise or the mediator 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., 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.



                                     - 18 -

6.14     COUNTERPARTS.

         This Agreement may be executed in separate counterparts, each of which
when so executed and delivered will be an original, but all such counterparts
will together constitute one and the same instrument.

                  [Remainder of Page Intentionally Left Blank]



This Agreement may be executed in separate counterparts, each of which when so
executed and delivered will be an original, but all such counterparts will
together constitute one and the same instrument.

         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/ Don Leclair                     By:     /s/ Daniel R. Coulson
    -----------------------------                  -----------------------------

Title: Group Vice President & CFO              Title: Executive Vice President &
                                                      Chief Financial Officer

Date:         12/19/03                         Date:          12/19/03

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