VISTEON CORP
AMENDED & RESTATED HOURLY EMPLOYEE ASSIGNMENT
<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>5
<FILENAME>k82535exv10w6.txt
<DESCRIPTION>AMENDED & RESTATED HOURLY EMPLOYEE ASSIGNMENT
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.6

            AMENDED AND RESTATED HOURLY EMPLOYEE ASSIGNMENT AGREEMENT

                  This Amended and Restated Hourly Employee Assignment Agreement
(the "Agreement") is entered into as of April 1, 2000, and amended and restated
as of December 19, 2003 by and among Visteon Corporation, a corporation
organized under the laws of the state of Delaware, ("Visteon") and Ford Motor
Company, a corporation organized under the laws of the state of Delaware,
("Ford"). Ford and Visteon are referred to herein individually as a "Party" and
collectively as the "Parties".

                                    RECITALS

         A.       As of April 1, 2000, Ford employed directly approximately
23,580 U.S. hourly employees ("Ford Hourly Employees") who were engaged in the
business of manufacturing and assembling automotive parts and services then
being conducted under the name of Visteon Automotive Systems, an enterprise of
Ford Motor Company, including those activities conducted by its subsidiaries and
affiliates (the "Business");

         B.       The Ford Hourly Employees were and still 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,
848, 849, 892, 898, 1111, 1216 and 1895 (collectively, "UAW") and are covered
under the terms and conditions of the Ford-UAW Collective Bargaining Agreement
dated as of September 15,2003 between Ford and the UAW and various local
agreements by and between Ford and UAW ("Ford-UAW CBA"). For purposes of this
Agreement, the Ford Hourly Employees do not include the hourly employees of
subsidiaries or affiliates of Ford which are included in the Business.

         C.       Pursuant to a Master Transfer Agreement dated as of April 1,
2000 by and among Visteon and Ford ("Master Transfer Agreement"), Visteon
acquired the assets and assumed the liabilities of the Business from Ford;

         D.       Visteon desired to continue to utilize the services of the
Ford Hourly Employees for its Business;

         E.       Ford desired to assign its Ford Hourly Employees to Visteon
for the purpose of enabling Visteon to conduct the Business;

         F.       Visteon became an entity independent of Ford as of June
29, 2000; and

         G.       The Parties desire to amend and restate this Agreement in its
entirety as provided below, effective as of the date first above written;

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                  NOW, THEREFORE, in consideration of the premises and mutual
promises herein made, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Parties agree as follows:

         1.       Term. The term of this Agreement shall commence on June 29,
2000 such date being referred to hereafter as the Effective Date, and shall
terminate at the earlier to occur of (a) the termination of employment of all of
the Ford Assigned Employees, as defined in Paragraph 2 below, or (b) the
agreement of the Parties to terminate. The term shall be known as the "Assigned
Period." Nothing herein contained shall be construed to imply that Visteon's
obligations to hourly employees represented by the UAW and hired by Visteon
after the Effective Date ("Visteon Hourly Employees") extend beyond the Mirror
Period, as defined in Paragraph 13.

         2.       Purchased Services. During the Assigned Period, Ford shall
supply Visteon with those Ford Assigned Employees who are assigned to the
Business as of the Effective Date, including any inactive employees (the
"Initial Ford Assigned Employees"). On the Effective Date, Ford shall provide to
Visteon a preliminary list of the Initial Ford Assigned Employees as of the
Effective Date, together with their base hourly wage rate, Ford service date,
job classification, location code, social security number, and the reason for
any absence of an inactive employee and the date any leave expires. Ford shall
finalize the list of Initial Ford Assigned Employees as of the Effective Date no
later than thirty (30) days after the Effective Date, subject to Visteon review.
Ford shall update such list at least monthly for employee quits, retirements,
transfers from Ford facilities to Visteon's facilities, transfers from Visteon's
facilities to Ford facilities or transfers between hourly and salaried status at
Visteon, in connection with the invoice procedure specified in Section 8. The
Initial Ford Assigned Employees and any replacement employees under the process
described above, shall be known for purposes of this Agreement as the "Ford
Assigned Employees." Ford Assigned Employees and all other hourly employees
employed by Ford and covered by the Ford-UAW CBA shall retain their transfer
rights under the Ford-UAW CBA.

         3.       Employer Definition. During the Assigned Period, Ford shall
retain responsibility for all payments and benefits due to the Ford Assigned
Employees in connection with the work relating to the Business, including but
not limited to

           (i)    the payment of Ford Assigned Employees' base hourly wage or
                  other components of pay as required under the Ford-UAW CBA now
                  in existence or as modified hereafter (less any applicable
                  withholding or other taxes or any amounts deducted from such
                  wages pursuant to normal payroll practices of Ford);

           (ii)   the provision of all other employee benefits generally
                  provided by Ford to other hourly employees of Ford covered by
                  the Ford-UAW CBA;

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

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

         4.       Management of Employees. While Ford will retain legal
responsibility for administering the terms of the Ford-UAW CBA with respect to
the Ford Assigned Employees, Visteon, as Ford's agent, will have full and
complete authority to exercise day to day supervision over the Ford Assigned
Employees, including assigning work and evaluating, supervising, disciplining
and discharging such employees in accordance with the terms of the Ford-UAW CBA.
If any of those decisions are challenged by a Ford Assigned Employee through a
grievance procedure, in judicial proceedings, or in any other forum, Visteon
will have the sole responsibility for determining how those challenges should be
handled and resolved (including but not limited to the sole authority for making
a decision whether to settle or defend the challenged matter), provided,
however, that Visteon shall comply with any decision rendered by an umpire,
arbitrator, officer of a state administrative agency or judge of any court of
competent jurisdiction with respect to such matter, subject to Visteon's right
of appeal. Notwithstanding the provision set forth above, Visteon will advise
Ford of any major issues that arise under the Ford-UAW CBA, or other major
employment related matters affecting or potentially affecting UAW hourly
represented Ford employees, or matters that could materially impact the Ford-UAW
relationship. If Visteon advises Ford of any such issue or matter, or if such
issue or matter otherwise comes to the attention of Ford and Ford in its sole
judgment considers the issue or matter to fit the criteria above, Ford will
notify Visteon that Ford desires to participate in the resolution of such issue
or matter. As soon as practical after such notice is given, Visteon and Ford
will meet to discuss the issue or matter through the Governance Council
described in Section 16 and determine the appropriate course of action for
handling or resolving the issue or matter. If a common approach cannot be agreed
and Ford decides to pursue its own resolution of the issue or matter, then Ford
shall relieve Visteon of its role as agent of Ford with respect to such issue or
matter and Ford shall pursue the issue or matter in Ford's sole discretion.
Visteon shall provide Ford on a weekly basis a summary of the hours of service
rendered by each of the Ford Assigned Employees during the preceding week. In
addition, Visteon shall provide Ford with such information or documents as Ford
may reasonably request with respect to Ford Assigned Employees. Visteon will
share any such information with Ford (other than non-job related personal care
received by the Ford Assigned Employees unless related to a legitimate business
interest of Ford) regardless of any claim of privilege or confidentiality
because Ford is an employer of the Ford Assigned Employees.

         5.       Payroll and Related Services. During the Assigned Period, Ford
shall provide payroll processing services for the Ford Assigned Employees
including, but not limited to, the following: weekly payroll, quarterly and
annual payroll tax deductions and filings, including deductions and payments for
income and Social Security tax requirements under local, state and federal laws;
personnel record maintenance,

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authorized income withholding orders, insurance or other withholdings; employee
verification; retirement plan processing and annual W-2 forms; and reporting of
hours by Visteon location for Visteon to administer the Visteon local training
funds.

         6.       Employee Benefit Plans.

         6.1      Identification of Plans. During the Assigned Period, Ford
         shall cover the Ford Assigned Employees under the same employee benefit
         and fringe benefit plans and arrangements generally offered to other
         hourly represented UAW employees of Ford, at the same time, and the
         Ford Assigned Employees shall be ineligible to participate in any
         employee benefit plan or fringe benefit program sponsored by Visteon.
         Ford reserves the right to modify, terminate or suspend any plan
         applicable to any Ford Assigned Employee, subject to the Foird-UAW CBA.

         6.2      Administration of Plans. During the Assigned Period, Ford or
         its designee shall maintain, administer and manage all employee benefit
         and fringe benefit plans and arrangements offered to the Ford Assigned
         Employees.

         7.       Fees. Unless otherwise specifically provided herein, Ford
shall be reimbursed monthly for the direct wage and benefit costs for the Ford
Assigned Employees, except with respect to reimbursement for item (iii) below
with respect to Retiree Health Care and Retiree Life Insurance, in which case
any such reimbursement shall be made directly to the applicable benefit plan.
For purposes of this Section 7, "direct wage and benefit costs" for which
reimbursement is required shall include:

           (i)    The weekly gross wage, and any other type of compensation such
                  as Christmas bonus, moving allowance, and any other cash
                  compensation not included in the Standard Monthly Group Fringe
                  cost referred to in (ii) below, except with respect to profit
                  share, see item (viii) below, payable by Ford to each Ford
                  Assigned Employee for work performed during the Assigned
                  Period;

           (ii)   A per-employee Standard Monthly Group Fringe cost as published
                  from time to time by Ford in the PF-4 (U.S. Labor Assumptions)
                  less the accrual rates for Retirement Plans-Pensions, Retiree
                  Health Care, and Retiree Life Insurance;

           (iii)  Payments for Retirement Plans-Pensions, Retiree Health Care
                  and Retiree Life Insurance related to the Ford Assigned
                  Employees, according to the methodology set forth in
                  Attachment A hereto;

           (iv)   Expenses incurred by Ford with respect to each Ford Assigned
                  Employee that are not included in (i) through (iii) above and
                  arises as a result of such employee's work for the Business,
                  such as reserves for any, workers' compensation claims arising
                  out of any work accident while

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                  the Ford Assigned Employee was performing work for the
                  Business, regardless of when the claim occurred and disability
                  claims with respect to each Ford Assigned Employee to the
                  extent such claims are not covered by insurance. Visteon will
                  assume responsibility as Ford's agent, for accruing and
                  administering the local training funds pursuant to the
                  Ford-UAW CBA. In the event Ford incurs expense for local
                  training funds relating to the Business, Visteon shall
                  reimburse Ford for such expense;

           (v)    Reasonable and necessary travel and business related expenses
                  related to Ford Assigned Employees incurred by Ford on behalf
                  of the Business and paid or reimbursed to such employee by
                  Ford as authorized by Ford's standard travel and business
                  expense reimbursement policy;

           (vi)   All assessments, premiums or other taxes incurred and paid by
                  Ford with respect to the Ford Assigned Employees not otherwise
                  paid under section (i) through (v) above, including the annual
                  Michigan Single Business Tax cost to Ford resulting from the
                  assignment of the Ford Assigned Employees to Visteon under
                  this Agreement;

           (vii)  Direct out-of-pocket incremental costs incurred by Ford in the
                  establishment and administration of benefit programs
                  applicable to Ford Assigned Employees including, but not
                  limited to, legal fees, record keeping, actuarial, and
                  accounting fees not otherwise payable from the Ford-UAW
                  Retirement Plan trust or the Tax Efficient Savings Plan for
                  Hourly Employees; and

           (viii) For each of calendar years 2000 through 2003, annual profit
                  share payable by Ford to each Ford Assigned Employee,
                  provided, however, that any aggregate profit share
                  reimbursement shall be limited to the lesser of (A) $50
                  million, or (B) the aggregate actual profit share payable for
                  such year with respect to the Ford Assigned Employees. For
                  each calendar year commencing on or after January 1,2004 until
                  the termination of this Agreement, annual profit share payable
                  to each Ford Assigned Employee determined by employee count on
                  December 31 provided, however, that any per employee profit
                  share reimbursement shall be limited to the lesser of (A)
                  $2,040 (the "Profit Share Cap") or (B) the actual profit share
                  payable for such year with respect to such employee. The
                  Profit Share Cap excludes any employer payroll taxes payable
                  with respect to the payment and Visteon shall remain
                  responsible for reimbursing Ford for such taxes as provided in
                  (vi) above. In the event that Ford is required to pay a profit
                  share based on an Alternative Profit Sharing Calculation
                  pursuant to any current letter of understanding with the UAW,
                  the Profit Share Cap will apply only to the portion of the
                  profit share payment attributable to Ford's profits. The

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                     portion of the profit share payment attributable to
                     Visteon's profits will not be subject to the Profit Share
                     Cap.

         8.       Payment. Within fifteen (15) days after the end of each
calendar month during the Assigned Period, Ford shall render an invoice to
Visteon in such form and containing such detail as Visteon shall reasonably
require, for direct wage and benefit costs which Ford has incurred with respect
to the Ford Assigned Employees consistent with the Ford-UAW CBA and which were
not previously invoiced. In rendering such reports, Ford will not be required to
undertake any modifications to its information systems in order to render the
detail requested by Visteon. Unless some other form of payment is agreed between
Visteon and Ford, Visteon shall pay Ford this amount within ten (10) business
days of receipt of the invoice by wire transfer into a Ford designated account.
Visteon shall have a right to audit the invoices and related records of Ford
upon reasonable notice during normal business hours, at a place mutually agreed
by the Parties. To the extent the Parties agree the payment should be adjusted
as a result of such audit, any overpayments will be applied to the next
payment(s) due from Visteon and any underpayments will be added to the next
invoice issued by Ford.

         9.       Workers' Compensation and Unemployment Insurance. Ford shall
continue to provide Workers' Compensation and Unemployment Compensation coverage
for the Ford Assigned Employees at all times during the term of this Agreement.

         10.      Work Environment.

         10.1     Compliance With All Health and Safety Laws. Visteon shall
         maintain its facilities at its sole cost and expense so as to provide a
         work environment in conformance with legal requirements.

         10.2     Compliance with Employment Laws. The Parties shall comply with
         all applicable national, federal, state and local employment laws,
         including, but not limited to, wage and hour, overtime, discrimination
         laws, and/or local employment ordinances.

         11.      Noninterference. In the event that Visteon desires to hire a
Ford Assigned Employee to become a Visteon Hourly Employee or a Visteon salaried
employee, Ford shall not interfere or restrict such employee from accepting any
Visteon offer of employment.

         12.      Assumption of Liability. As of the Effective Date, Visteon
will assume liability and responsibility for all pending employment claims with
respect to the Ford Assigned Employees that relate to the Business, provided,
however, that Visteon shall not assume any obligation or liability of 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 claims

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assumed, Visteon will have sole responsibility for deciding how to defend the
claims (e.g. whether to settle or litigate).

         13.      Visteon Role in Ford-UAW Bargaining. Pursuant to the terms of
a Plant Closing and Sale Moratorium letter dated October 9,1999 by and between
Ford and the UAW, the parties agreed that Ford would be permitted to spin-off,
sell or otherwise transfer the Business pursuant to certain conditions including
that (i) Visteon would agree to adopt a collective bargaining agreement for the
Visteon Hourly Employees that would mirror the Ford-UAW CBA for the 1999-2003
contract period and for the next two contract periods ("Restricted Period") and
(ii) in accordance with the Visteon-UAW CBA, Visteon Hourly Employees hired
during the Restricted Period are to be provided with wages, benefits and other
terms and conditions of employment by Visteon which are a mirror of the
successive Ford-UAW CBA's for the duration of their employment with and
retirement from Visteon ("Continuation Period") (the Restricted Period and the
Continuation Period to be known collectively as the "Mirror Period"). For a
period at least equal to the Mirror Period, Ford will include Visteon in
negotiations planning and strategy development and will consult in good faith
with Visteon concerning the terms of any CBA applicable to Ford Assigned
Employees before entering into such CBA. Nothing in this Agreement shall be
construed to preclude Visteon and the UAW or any other union from negotiating
different terms and conditions of employment for the Visteon Hourly Employees
which are mutually satisfactory to those parties.

         Notwithstanding the above, pursuant to the terms of a Memorandum of
Understanding between Visteon, Ford and the UAW effective September 15, 2003
(the "Memorandum"), the parties thereto agreed that Visteon would adopt a CBA
which mirrors in all respect, the 2003-2007 UAW-Ford National Agreement ("New
UAW/Visteon CBA"). It was also agreed that the UAW and Visteon would meet within
90 days of the ratification of the 2003-2007 UAW-Ford National Agreement, and
within 90 days of the date the meeting commences, negotiate towards a supplement
to the New UAW/Visteon CBA (the "Supplement") consistent with the terms
described in the Memorandum. Accordingly, commencing on the effective date of
the Supplement, Ford will include Visteon in negotiations planning and strategy
development and will consult in good faith with Visteon concerning the terms of
any CBA applicable to Ford Assigned Employees before entering into such CBA
until the termination of the Restricted Period. To the extent Ford Assigned
Employees continue to be assigned after the Restricted Period, the Parties shall
meet prior to the commencement of bargaining to discuss Visteon's appropriate
role in relation to the number of Ford Assigned Employees. Pursuant to the
Memorandum, it was agreed that employees hired by Visteon under the terms of the
Visteon CBA adopted June 29, 2000 would be transferred to Ford and become Ford
Hourly Employees subject to assignment back to Visteon under the terms of this
Agreement. Visteon and Ford have entered into an Hourly Employee Conversion
Agreement to effectuate such transfer.

         14.      Future Changes. Under the Ford-UAW CBA, the local parties may
agree to local continuous improvement initiatives to improve operational
effectiveness. Ford will support Visteon's efforts to secure appropriate changes
in work rules and practices,

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or other local continuous improvement initiatives, to improve operational
effectiveness. Nothing herein contained in this Agreement shall be construed as
to interfere With Visteon's rights as an employer to pursue its own aims in the
collective bargaining process with the UAW with respect to Visteon Hourly
Employees. If Visteon and the UAW agree that Ford Assigned Employees should
become Visteon Hourly Employees subject to the terms of the Visteon-UAW CBA,
Ford shall cooperate in transferring the employment of the Ford Assigned
Employees to Visteon, provided however, that Ford incurs no additional cost with
respect thereto.

         15.      Management of Worker's Compensation Claims. The Parties
recognize that because Ford will remain an employer of the Ford Assigned
Employees, Visteon may have limitations on its ability to control and manage
worker's compensation claims relating to the Ford Assigned Employees. Ford and
Visteon will work together to develop and implement a strategy and process for
minimizing and reducing those claims.

         16.      Governance Council. Pursuant to the Relationship Agreement,
the Parties agreed to establish a Governance Council. The membership,
objectives, responsibilities and process for the Governance Council are set
forth on Exhibit A to the Relationship Agreement and are incorporated herein by
reference.

         17.      Indemnity.

         17.1     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 Ford Assigned 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, whenever made, including, without limitation, claims made to
         the Pension Benefit Guaranty Corporation ("PBGC"), the Department of
         Labor ("DOL"), or the Internal Revenue Service ("IRS"); or (iii)
         employment claims of Ford Assigned Employees whenever made based on
         conditions or actions arising prior to or during the Assigned Period,
         except as provided in Section 17.2 (iii) below.

         17.2     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
         arising out of (i) breach of any agreement made by Ford hereunder; (ii)
         any claim by Ford Assigned Employees (or their dependents or
         beneficiaries) arising out of or in connection with the operation,
         administration, funding or termination of any of the employee benefit
         plans or programs applicable to the Ford Assigned Employees, whenever
         made, including without limitation, claims

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         made to the PBGC, the DOL, or the IRS; or (iii) employment claims of
         the Ford Assigned Employees that arise before or during the Assigned
         Period 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).

         17.3     Procedure for Indemnity. The procedure for indemnification
         under this Section 17 shall be as set forth in Section 7(c) through (j)
         of the Master Transfer Agreement and shall be incorporated herein by
         reference.

         18.      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:

         18.1     Initial Meeting. 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 he deemed a waiver by a Party hereto of any
                  remedies to which such Party would otherwise be entitled.

         18.2     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 or counterclaims. Rather,
                  the arbitrator must only select one or the other Party's
                  entire requested relief on all of the asserted

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                  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.]

         18.3     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, 28 U.S.C.A. Section 1, et seq., or comparable
                  legislation in non-U.S. jurisdictions, and judgment upon the
                  award rendered by the arbitrator may be entered by any court
                  having jurisdiction.

         19.      Miscellaneous.

         19.1     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.

         19.2     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 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.

         19.3     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
                                    Henry Ford II World Center

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                                    One American Road
                                    Dearborn, Michigan 48126-2798
                                    Attention: Secretary
                                    Fax:(313)248-7036

         If to Visteon:

                                    Visteon Corporation
                                    Suite 728 East
                                    One Parklane Boulevard
                                    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.

         19.4     Partial Invalidity. 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.

         19.5     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.

         19.6     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.

         19.7     Counterparts. 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.

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

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         19.9     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.

         19.10    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. Nothing contained in this Agreement
         shall be construed to imply multiemployer bargaining with respect to
         the labor affairs of the other Party.

         19.11    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.

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

         19.13    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.

         19.14    Excusable Delays. Neither Party will be liable for a failure
         to perform any obligation under this Agreement that arises from causes
         or events beyond its reasonable control and without its fault or
         negligence, including labor disputes. The Party claiming the excusable
         delay shall give notice in writing as soon as possible to the other
         Party after the occurrence of the cause relied on and after termination
         of the condition.

                  [Remainder of Page Intentionally Left Blank]

<PAGE>

         IN WITNESS WHEREOF, the Parties hereto have duly executed this
Agreement as 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 &
                                                Chief Financial Officer


<PAGE>

                                  ATTACHMENT A

         PENSION, RETIREE HEALTH CARE AND RETIREE LIFE INSURANCE EXPENSE

For purposes of Section 7(iii) of the Amended and Restated Hourly Employee
Assignment Agreement, (the "Agreement") the expense for Retirement
Plans-Pension, Retiree Health Care and Retiree Life Insurance for the Ford
Assigned Employees shall be determined in accordance with the methodology
described in this Attachment A.

         1.       Retirement Plans-Pension. Visteon shall be responsible for
paying Ford with cash for the Statement of Financial Accounting Standards No. 87
("SFAS No. 87") annual expense with respect to the Ford Assigned Employees,
determined as provided below.

         1.1      Visteon Pension Account Established. Solely for purposes of
         determining the correct expense and payment amount, and not for
         purposes of establishing a separate trust or pension plan with respect
         to the Ford Assigned Employees, a notional Visteon-UAW Pension Asset
         Account ("Visteon Pension Account") will be established, as if the
         Ford-UAW Pension Plan in which the Ford Assigned Employees participate
         had been segregated into a separate trust which continued to
         participate in the Ford Master Trust. The Visteon Pension Account shall
         be established as of July 1, 2000 ("Start Date"). The opening balance
         of the Visteon Pension Account will be established by crediting such
         account with assets equal in amount to the projected benefit obligation
         as defined in SFAS No. 87 ("PBO") of the active Ford Assigned Employees
         as of the Start Data ("Hourly PBO"). The Hourly PBO shall be determined
         by an independent actuary appointed by Ford ("Ford Actuary") using:

                          (i)  the actuarial assumptions and methods used in the
                               most recent SFAS 87 actuarial valuation developed
                               for accounting purposes under the Ford-UAW
                               Retirement Plan prepared by the Ford Actuary; and

                          (ii) a discount rate as of the Start Date determined
                               by Ford using its normal methods for developing a
                               SFAS 87 discount rate but based on market
                               interest rates as of the Start Date.

         An independent actuary appointed by Visteon ("Visteon Actuary") shall
         have the opportunity to verify the calculation of the Hourly PBO.

         1.2      Visteon Pension Account Activity. After the opening balance of
         the Visteon Pension Account is determined in accordance with Section
         1.1 above, it shall be managed quarterly and shall be:

<PAGE>

                                        2

                           (i)      increased by any cash contribution paid by
                                    Visteon to Ford under Section 1.3;

                           (ii)     decreased by the amount of retirement
                                    benefits payable to the Ford Assigned
                                    Employees who retire after the Start Date;

                           (iii)    decreased by an allocable share of Ford-UAW
                                    Plan expenses based on the ratio of PBO of
                                    the Ford Assigned Employees to the total PBO
                                    of the Ford UAW Retirement Plan, unless Ford
                                    and Visteon agree to another method; and

                           (iv)     increased or decreased by the Ford U.S.
                                    Pension Master Trust actual rate of
                                    investment return, computed annually.

                  If for administrative reasons, the exact amount of retirement
                  benefits payable to the Ford Assigned Employees cannot be
                  determined precisely, then Ford shall be able to substitute a
                  fair approximation of the retirement benefits paid. The
                  Visteon Actuary shall have the opportunity to verify the
                  calculation.

         1.3      Determination of Annual Pension Charge and Equal Cash Pension
         Payment. The annual charge by Ford to Visteon and the cash payable by
         Visteon to Ford for any given year shall be equal to the sum of (A),
         (B) and (C) where:

                  (A)      is the SFAS 87 pension expense for that year (or, at
                           the outset, a part year) based on:

                                  (i)   as of each annual actuarial valuation
                                        date, the liabilities of the Ford
                                        Assigned Employees;

                                  (ii)  the Ford-UAW Retirement Plan assumptions
                                        used in the Ford Actuary's SFAS 87
                                        valuation of the Ford-UAW Retirement
                                        Plan for the applicable year; and

                                  (iii) the value of the Visteon Pension Account

                  (B)      is the administration expenses as defined in Section
                           1.2(iii) of this Attachment; and

                  (C)      is the SFAS 88 pension expense for Ford Assigned
                           Employees related to any termination incentive or
                           similar programs occurring in the year.

                                        2

<PAGE>

                                        3

                  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 within
                  fifteen (15) days after the end of the month.

         2.       Retiree Health Care and Retiree Life insurance. Visteon shall
                  be responsible for the cost of providing post-retirement
                  health and life benefits for Ford Assigned Employees, together
                  with their eligible covered spouses or dependents under the
                  Ford Plans (as defined below) beginning as of the Start Date,
                  less the Ford Offset (Adjusted) (as defined below). Ford shall
                  be responsible for the Ford Offset (Adjusted) related to
                  Pre-Spin Service (as defined below). The following sets forth
                  the Parties' respective obligations.

                  For purposes of this Section 2, the following terms will have
                  the following meanings:

                  2.0.1    "Fixed Ratio" shall mean a percentage determined as
                           of December 31, 2003 by dividing the Ford Offset by
                           the Total SFAS 106 Accumulated Postretirement Benefit
                           Obligation ("APBO") for Ford Assigned Employees
                           related to Pre-Spin Service. The Fixed Ratio will be
                           determined as of the December 31, 2003 valuation date
                           by the Ford Actuary and shall be verified by the
                           Visteon Actuary. The Fixed Ratio will remain constant
                           throughout the term of this Agreement. The Fixed
                           Ratio calculation is set forth on Exhibit 1.

                  2.0.2    "Ford Offset" shall mean the OPEB liability related
                           to Pre-Spin Service. The amount of the Ford Offset
                           shall be calculated by the Ford Actuary for each Ford
                           Assigned Employee based on the SFAS 106 balance sheet
                           liability for Ford Assigned Employees as of December
                           31, 2003. The Ford Actuary may utilize reasonable
                           approximations in developing these amounts. The Ford
                           Offset shall be calculated as of June 29, 2000 and
                           will include interest at the applicable SFAS 106
                           discount rate to December 31, 2003 and a pro-rata
                           share of actuarial losses recognized in expense for
                           the period from June 30, 2000 through December 31,
                           2003, as specified in Exhibit 1. The Visteon Actuary
                           shall verify the Ford Offset calculation.

                  2.0.3    "Ford Offset (Adjusted)" shall mean the Ford Offset
                           (as adjusted) to include interest at the applicable
                           Ford SFAS 106 discount rate to the annual valuation
                           date and reduced by the annual Ford OPEB Benefit
                           Share. The Ford Offset shall not be adjusted for the
                           effect of future actuarial gains or losses, such as
                           changes in the health care trend rate or actual
                           experience,

                                        3

<PAGE>

                                        4

                           but will be adjusted for the effect of future
                           amendments and legislative or regulatory changes
                           related to Pre-Spin Service and reduced by the effect
                           of employee transfers described in Section 9. Visteon
                           also shall be responsible for any changes to the
                           Post-Spin Service and Pre-Spin Service APBO related
                           to the effect of wage increases.

                  2.0.4    "Ford OPEB Benefit Share" in a year shall mean the
                           product of (i) the average annual health and life
                           benefits cost per Ford-UAW retiree; (ii) the number
                           of Retired Ford Assigned Employees (excluding
                           employee transfers described in Section 9); (iii) the
                           Fixed Ratio; and (iv) the Variable Ratio. The Ford
                           OPEB Benefit Share shall be zero after December
                           31, 2049.

                  2.0.5    "OPEB" shall mean the post retirement health and life
                           benefits for Ford Assigned Employees, together with
                           their eligible covered spouses or dependents under
                           the Plans.

                  2.0.6    "Retired Ford Assigned Employees" shall mean the Ford
                           Assigned Employees who have retired under the terms
                           of the Ford-UAW Retirement Plan since the Start Date
                           and whose last place of work was at a Visteon
                           location, together with their eligible covered
                           spouses or dependents.

                  2.0.7    "Plans" shall mean the Ford-UAW Hospital-Surgical-
                           Medical-Drug-Dental-Vision Program and the Ford-UAW
                           Group Life and Disability Insurance Plan, and any
                           successor plans.

                  2.08     "Post-Spin Service" shall mean service of a Ford
                           Assigned Employee on or after June 29, 2000.

                  2.0.9    "Pre-Spin Service" shall mean service of a Ford
                           Assigned Employee prior to June 29, 2000.

                  2.0.10   "Variable Ratio" shall be a percentage determined
                           annually such that if reduced by 2% for each
                           subsequent year, results in the projected Ford Offset
                           (Adjusted) being zero on or about December 31, 2049.
                           The Variable Ratio will be determined annually by the
                           Ford Actuary and shall be verified by the Visteon
                           Actuary.

                  2.0.11   "Visteon OPEB Administrative Expense" shall mean an
                           allocable share of Ford-UAW OPEB administrative
                           expenses based on the ratio of APBO of the Ford
                           Assigned Employees to the total APBO in respect of
                           Ford-UAW employees and retirees, unless Ford and
                           Visteon agree to another method

                                        4
<PAGE>

                                        5

                  2.0.12   "Visteon OPEB Benefit Share" shall mean the estimated
                           amount of OPEB claims paid during the year to the
                           Retired Ford Assigned Employees (excluding employee
                           transfers described in Section 9) determined on the
                           basis of the average per contract claims costs for
                           Ford-UAW retirees less the Ford OPEB Benefit Share.

         2.1      Determination of Annual OPEB Charge. The charge by Ford to
         Visteon for any given year shall be equal to the sum of (A), (B) and
         (C) where

                        (A)      is the SFAS 106 OPEB expense for that year,
                                 allocated to the Ford Assigned Employees
                                 (or, at the outset, a part year) based on
                                 the following:

                                 (i)    as of each annual actuarial valuation
                                        date, the liabilities of the Ford
                                        Assigned Employees;

                                 (ii)   the Ford-UAW Plan assumptions used in
                                        the Ford Actuary's SFAS 106 valuation of
                                        the Ford-UAW Plans for the applicable
                                        year; and

                                 (iii)  the Ford Offset (Adjusted).

                        (B)      is the Visteon OPEB Administrative Expense;

                        (C)      is SFAS 106 OPEB expense for Ford Assigned
                                 Employees related to any termination incentive
                                 or similar programs occurring in the year.

         2.2      Determination of Annual OPEB Cash Payment.

                  2.2.1 For Years 2004 and 2005. Beginning January 1, 2004
                        through December 31, 2005, the Annual OPEB Cash
                        reimbursement to Ford, as Plan Administrator, for
                        years 2004 and 2005 shall be an amount equal to the sum
                        of (A) and (B) where

                        (A)      is the Visteon OPEB Benefit Share;

                        (B)      is the Visteon OPEB Administrative Expense.

                        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 (15) days
                        after the end of the month.

                                        5

<PAGE>


                                        6

                  2.2.2 Pre-Fundinq of SFAS 106 Liability. Visteon will

                        establish and maintain a Voluntary Employees'
                        Beneficiary Association ("VEBA") trust whose purpose is
                        to reimburse the Plans in respect of the Visteon OPEB
                        Benefit Share and Visteon OPEB Administrative Expense.
                        Visteon agrees that it will make a series of cash
                        payments to the VEBA so that by December 31,2049 the
                        assets in the VEBA will equal the OPEB balance sheet
                        liability at the same date for OPEB benefits in respect
                        of Ford Assigned Employees and Retired Ford Assigned
                        Employees. Visteon's cash payment to the VEBA shall
                        commence no later than January 2, 2006 and shall be
                        payable in advance in twelve equal monthly installments.
                        The amount of cash payable to the VEBA in each year
                        commencing on or after January 1, 2006 shall be as
                        provided below:

                        2.2.2.1     For Years 2006 though 2020. The amount of
                                    cash payable to the Visteon VEBA in each
                                    year commencing January 1, 2006 through
                                    December 31, 2020 shall be an amount equal
                                    to the greater of (i) the sum of (A) and
                                    (B), or (ii) (C), where:

                                    (A)      is the sum of the OPEB balance
                                             sheet liability in respect of Ford
                                             Assigned Employees at December 31,
                                             2005 and the corresponding
                                             remaining OPEB unrecognized
                                             actuarial gains/losses in respect
                                             of Ford Assigned Employees and
                                             Retired Ford Assigned Employees at
                                             December 31, 2005 based on the
                                             actuarial valuation at December 31,
                                             2003 (these amounts to be
                                             determined by the Ford Actuary and
                                             verified by the Visteon, Actuary),
                                             divided by 15; and

                                    (B)      is the amortized Annual OPEB Charge
                                             as computed pursuant to Section
                                             2.1, reduced by the actual return
                                             on the VEBA, reduced by any
                                             amortization of any gains or losses
                                             included in Section 2.2.2.1 (A)
                                             above and amortized over 30 years
                                             for the period commencing January
                                             1, 2006 and ending December
                                             31, 2020, together with the annual
                                             amortization of each previous
                                             year's unamortized amount.

                                    (C)      is the Visteon OPEB Benefit Share;

                        2.2.2.2     For Years 2021 through 2049. The amount of
                                    cash payable to the Visteon VEBA in each
                                    year commencing

                                        6

<PAGE>

                                        7

                                    January 1, 2021 through December 31, 2049
                                    shall be an amount equal to the greater of
                                    (A) or (B) where

                                    (A)      is the amortized Annual OPEB Charge
                                             as computed pursuant to Section
                                             2.1, 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, together with the
                                             annual amortization of each
                                             previous year's unamortized amount;
                                             and

                                    (B)      is the Visteon OPEB Benefit Share

                        2.2.2.3     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 amortized Annual
                                    OPEB Charge as computed pursuant to Section
                                    2.1, 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 Ford Assigned 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 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.

                                        7

<PAGE>

                                        8

         3.       Verification and Reconciliation. The Ford Actuary shall
determine the Annual Cash Pension Payment and Annual Cash OPEB Payment to Ford
or the Plans provided in Section 1.3 and Section 2.2 and the Visteon Actuary
will have the opportunity to verify the calculation. On a yearly basis, but no
later than the last business day of January, Ford and Visteon will perform a
reconciliation of amounts due to or from each Party with respect to this
Agreement.

         4.       Recordkeeping. In connection with administering Section 1 and
2 above, Ford may decide to retain a third party service to maintain the
notional Visteon Pension Account and the Visteon Notional OPEB Account and to
determine the correct amount of Visteon payments according to the methodology
set forth in this Attachment A. 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.

         5.       Continuation of Arrangements. The terms set forth in this
Attachment A shall be in force until the last survivors and dependents of Ford
Assigned Employees in service as of the Start Date who are eligible for Ford-UAW
retirement or OPEB benefits are deceased, or upon earlier termination agreed
jointly by Ford and Visteon No later than June 30, 2050, the Parties shall
evaluate projected future OPEB benefit payments and recognized and unrecognized
OPEB liability and shall agree a final true-up payment necessary from Visteon to
Ford or from Ford to Visteon in order to fettle the Parties' respective
obligation in accordance with this Agreement.

         6.       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, alternative methods of computing payments under this
Attachment A as a substitute for the present provisions. Any method substituted
shall have as its objective to produce a fair estimate of the pension and OPEB
expense and other payments as set forth in this Attachment A.

         7.       Definitions. Unless otherwise specifically defined herein, the
capitalized terms herein shall have the same meanings as set forth in the
Agreement.

         8.       Actuarial Verification. If the Visteon Actuary and the Ford
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.

         9.       Employee Transfers. In the event that an employee ceases to
be a Ford Assigned Employee, but remains an employee of Ford, then Visteon
shall not be responsible for paying the cost of pension, retiree health or
retiree life benefits for such employee under Sections 1 and 2 of this
Attachment. Ford will assume the obligation and Visteon will pay Ford as
follows:

                                        8

<PAGE>

                                        9

         (A)      Pensions: The balance in the Visteon Pension Account will be
                  reduced by the amount of the SFAS 87 PBO transferred to Ford;
                  provided however, for periods commencing on or after January
                  1, 2004, the balance in the Visteon Pension Account will be
                  reduced by a number equal to the SFAS 87 PBO multiplied by the
                  funded ratio of the notional account at the prior year end.
                  For example, if the PBO funded ratio is 66%, the balance in
                  the Visteon Pension Account shall be reduced by a number equal
                  to the SFAS 87 PBO multiplied by 66%.

         (B)      Retiree health and life benefits: Visteon will pay Ford an
                  amount equal to the SFAS 106 APBO transferred to Ford, and for
                  periods commencing on or after January 1,2004, after
                  consideration of the Ford Offset (Adjusted). In the event that
                  a significant number of Ford Assigned Employees return to Ford
                  in one transaction, the Parties shall reevaluate this
                  provision to determine if additional adjustments to the SFAS
                  106 APBO, or otherwise, should be made to preserve the
                  economics contemplated by the Parties in this Agreement. To
                  satisfy the payment obligation hereunder, and subject to Ford
                  consent, Visteon may cause the trustee of the Visteon VEBA to
                  transfer assets directly from Visteon's VEBA to Ford's VEBA,
                  subject to any appropriate regulatory approvals.

All adjustments should be handled on a quarterly basis based on SFAS 87 and SFAS
106 assumptions appropriate for that quarter.

Visteon shall retain appropriate records in order to identify these transfers.

In the event that, prior to the 2003 Ford-UAW Collective Bargaining Agreement, a
Ford employee becomes a Ford Assigned Employee, then Visteon shall assume the
obligation for pensions, retiree health and retiree life benefits for such
employee, and the financial arrangements shall be the reverse of those described
above.

The payment shall be due by the next March 31st following the year in which the
action took place ("Payment Date"), except with respect to payments in respect
of Ford Hourly Employees becoming Ford Assigned Employees prior to December 31,
2003, in which case the first payment from Ford to Visteon shall be due December
31, 2003.

         For payments related to actions prior to the date of the Amended and
         Restated Hourly Employee Assignment Agreement, the payment shall be as
         follows:

         (i)      If the payment is less than $10 million, including interest at
                  the interest Rate (as hereafter defined), the amount shall be
                  due in one lump sum on the Payment Date.

         (ii)     If the payment for retiree health and life benefits (excluding
                  interest) exceeds $10 million, the Party with the obligation
                  shall have the option to

                                        9

<PAGE>

                                       10

                 pay the amount in installments as follows: $10 million plus
                 interest at the interest Rate from the date of the action to
                 the Payment Date on the Payment Date and the balance in
                 succeeding years in annual installments of at least $5 million
                 plus interest on the outstanding principal at the Interest
                 Rate, until the obligation is satisfied. Installment payments
                 are due on each successive January 31st until the obligation is
                 satisfied.

         (iii)    "Interest Rate" shall mean the 90 day Treasury Bill rate
                  quoted in the Wall Street Journal for the relevant period.

         For payments related to actions on or after the date of the Amended and
         Restated Hourly Employee Assignment Agreement, the payment shall be as
         follows:

         (i)      If the payment is less than $20 million, including interest at
                  the Interest Rate (as hereafter defined), the amount shall be
                  due in one lump sum on the Payment Date.

         (ii)     If the payment for retiree health and life benefits (excluding
                  interest) exceeds $20 million, the Party with the obligation
                  shall have the option to pay the amount in installments as
                  follows: $20 million plus interest at the Interest Rate from
                  the date of the action to the Payment Date on the Payment Date
                  and the balance in succeeding years in annual installments of
                  at least $10 million plus interest on the outstanding
                  principal at the Interest Rate, until the obligation is
                  satisfied. Installment payments are due on each successive
                  January 31st until the obligation is satisfied.

         (iii)    "Interest Rate" shall mean the 90 day Treasury Bill rate
                  quoted in the Wall Street Journal for the relevant period.

         10.      Health Care or Medicare Legislation. With respect to the
    Medicare Prescription Drug, Improvement, and Modernization Act of 2003, as
    well as any other future health care legislative or regulatory change that
    results in realizable economic benefits or costs to Ford or Visteon with
    respect to post-retirement health care benefits related to Ford Assigned
    Employees (excluding an employee who ceases to be a Ford Assigned Employee
    as described in Section 9), the Parties agree to meet in order to determine
    the appropriate allocation, if any, of such benefits or costs between Ford
    and Visteon. The intent of the Parties is that the after-tax economic
    benefit or cost of any such legislation or regulation, whether or not
    reflected by SFAS 106 accounting, will be shared in a manner consistent with
    the manner in which the underlying OPEB obligation (excluding such
    legislation or regulation) is shared pursuant to this Attachment.

         11.      Tax Treatment. The Parties agree to treat the payments
required under Sections 1 and 2 of this Attachment A consistently for tax
reporting purposes. With respect to payments required by Section 1, Visteon will
claim tax deductions as its

                                       10

<PAGE>

                                       11

specified payments to Ford are due and payable. Ford will include such amounts
in taxable income as such payments are due and payable. With respect to the
payments required by Section 2, Visteon will claim tax deductions as the related
benefit expenses are incurred or, if pre-funded, as contributions are made to
the designated Visteon VEBA trust. Ford will claim no tax deduction or other tax
benefit for the Ford Offset until such time as the underlying benefit expenses
are incurred or funded.

Attachment A - Pension, Retiree Health Care and Retiree Life Insurance Expense

                                       11
<PAGE>

                                                                       Exhibit 1

                         Ford Hourly Assigned Employees

Health and Life Combined

<TABLE>
<CAPTION>
                                                          TOTAL PRE-SPIN AND POST-SPIN
                                                 7/1/2000       2001         2002         2003
                                                ----------   ----------   ----------   ----------
<S>                                             <C>          <C>          <C>          <C>
APBO (Mils) at BOY                              $ (1,229.3)  $ (1,522.9)  $ (1,887.7)  $ (2,519.5)
Unrecognized balances:
  Net (gain)/loss                                     87.0        310.5        489.1        912.7
  Prior service cost                                   2.2          3.4          4.7          3.8
                                                ----------   ----------   ----------   ----------
Accrued liability at BOY                        $ (1,140.1)  $ (1,209.0)  $ (1,393.9)  $ (1,603.0)

ANNUAL EXPENSE FOR YEAR
Service cost (Mils)                             $     23.3   $     59.5   $     67.1   $     82.0
Interest cost (Mils)                                  49.3        112.8        136.2        168.9
Prior service cost amortization (Mils)                (1.2)        (1.3)         0.9          0.9
(Gain)/loss amortization (Mils)                        0.1         11.9         21.4         44.9
One-time recognition                                   0.0          5.7          0.0          0.0
                                                ----------   ----------   ----------   ----------
Total SFAS 106 expense (Mils)                   $     71.5   $    188.6   $    225.6   $    296.7

SFAS 106 expected benefit payments (Mils)              2.6          5.9         16.5         33.2

Expected APBO                                   $ (1,299.3)  $ (1,689.3)  $ (2,074.5)  $ (2,737.2)
(Increase)/Decrease in APBO during year             (223.6)      (198.4)      (445.0)      (231.3)
                                                ----------   ----------   ----------   ----------
APBO (Mils) at EOY                              $ (1,522.9)  $ (1,887.7)  $ (2,519.5)  $ (2,968.5)
Unrecognized balances:
  Net (gain)/loss                                    310.5        489.1        912.7     1 ,099.1
  Prior service cost                                   3.4          4.7          3.8          2.9
Accrued liability at EOY                        $ (1,209.0)  $ (1,393.9)  $ (1,603.0)  $ (1,866.5)

APBO (Mils) at EOY                                                                     $ (2,968.5)
Less:
 Post-spin service cost                                                                     231.9
 Interest on post-spin service cost                                                          18.5
                                                                                       ----------
APBO (Mils) at EOY related to pre-spin service                                            2,718.1

FIXED RATIO ($1,646.0 / $2,718.1)                                                              61%

Discount rate at beginning of year                    7.75%        7.50%        7.25%        6.75%
Discount rate at year-end                             7.50%        7.25%        6.75%        6.25%

<CAPTION>
                                                                        PRE-SPIN
                                                   7/1/2000         2001         2002         2003
                                                 -----------     ----------   ----------   ----------
<S>                                              <S>             <C>          <C>          <C>
APBO (Mils) at BOY                               $  (1,229.3)    $ (1,278.6)  $ (1,394.5)  $ (1,524.5)
Unrecognized balances:
  Net (gain)/loss                                       87.0           86.9         76.9         61.1
  Prior service cost                                     2.2            3.4          4.7          3.8
                                                 -----------     ----------   ----------   ----------
Accrued liability at BOY                         $  (1,140.1)    $ (1,188.3)  $ (1,312.9)  $ (1,459.6)

ANNUAL EXPENSE FOR YEAR
Service cost (Mils)                              $         -     $        -   $        -   $        -
Interest cost (Mils)                                    49.3          111.1        130.1        158.3
Prior service cost amortization (Mils)                  (1.2)          (1.3)         0.9          0.9
(Gain)/loss amortization (Mils)                          0.1           10.0         15.8         27.2
One-time recognition                                     0.0            4.8          0.0          0.0
                                                 -----------     ----------   ----------   ----------
Total SFAS 106 expense (Mils)                           48.2     $    124.6   $    146.8   $    186.4

SFAS 106 expected benefit payments (Mils)                0.0            0.0          0.0          0.0

Expected APBO                                    $  (1,278.6)    $ (1,394.5)  $ (1,524.5)  $ (1,682.8)
(Increase)/Decrease in APBO during year                  0.0            0.0          0.0          0.0
                                                 -----------     ----------   ----------   ----------
APBO (Mils) at EOY                               $  (1,278.6)    $ (1,394.5)  $ (1,524.5)  $ (1,682.8)
Unrecognized balances:
  Net (gain)/loss                                       86.9           76.9         61.1         33.9
  Prior service cost                                     3.4            4.7          3.8          2.9
Accrued liability at EOY                         $  (1,188.3)    $ (1,312.9)  $ (1,459.6)  $ (1,646.0)
                                                                                           Ford Offset
APBO (Mils) at EOY
Less:
 Post-spin service cost
 Interest on post-spin service cost
APBO (Mils) at EOY related to pre-spin service

FIXED RATIO ($1,646.0 / $2,718.1)                FIXED RATIO

Discount rate at beginning of year                      7.75%          7.50%        7.25%        6.75%
Discount rate at year-end                               7.50%          7.25%        6.75%        6.25%
</TABLE>

                                                                 December 1,2003

</TEXT>
</DOCUMENT>
