EX-10.2



 Exhibit 10.2 

SUPPLEMENTAL CONFIRMATION 
  

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

		
	From:	 	Citigroup Global Markets Inc.
		
	Subject:	 	Accelerated Stock Buyback
		
	Ref. No:	 	[Insert Reference No.]
		
	Date:	 	March 1, 2016

  
  

The purpose of this Supplemental Confirmation is to confirm the terms and conditions of the Transaction entered into between Citigroup Global
Markets Inc. (“Citi”) and Visteon Corporation (“Counterparty”) (together, the “Contracting Parties”) on the Trade Date specified below. This Supplemental Confirmation is a binding contract between
Citi and Counterparty as of the relevant Trade Date for the Transaction referenced below. 
 I. This Supplemental Confirmation
supplements, forms part of, and is subject to the Master Confirmation dated as of March 1, 2016 (the “Master Confirmation”) between the Contracting Parties, as amended and supplemented from time to time. All provisions
contained in the Master Confirmation govern this Supplemental Confirmation except as expressly modified below. 
 II. The terms of the
Transaction to which this Supplemental Confirmation relates are as follows: 
  

			
	Trade Date:	  	March 1, 2016
		
	Forward Price Adjustment Amount:	  	USD 2.1401
		
	Calculation Period Start Date:	  	March 2, 2016
		
	Scheduled Termination Date:	  	December 15, 2016
		
	First Acceleration Date:	  	August 2, 2016
		
	Prepayment Amount:	  	USD 395,000,000
		
	Prepayment Date:	  	March 7, 2016
		
	Initial Shares:	  	4,370,678 Shares; provided that if, in connection with the Transaction, Citi is unable to borrow or otherwise acquire a number of Shares equal to the Initial Shares for delivery to Counterparty on the Initial Share Delivery
Date, the Initial Shares delivered on the Initial Share Delivery Date shall be reduced to such number of Shares that Citi is able to so borrow or otherwise acquire, and thereafter Citi shall use good faith and commercially reasonable efforts to
borrow or otherwise acquire a number of Shares, at a stock borrow cost no greater than the Initial Stock Loan Rate, equal to the shortfall in the Initial Share Delivery, and to deliver such additional Shares as soon as reasonably practicable (it
being understood, for the avoidance of doubt, that in using such commercially reasonable efforts Citi shall act in good faith and in accordance with its then current policies, practices and procedures (including without limitation any policies,
practices or procedures relating to counterparty risk, market risk, reputational risk, credit, documentation, legal,









			
		  	regulatory capital, compliance and collateral), and shall not be required to enter into any securities lending transaction or transact with any potential securities lender if such transaction would not be in accordance with such
policies, practices and procedures).
		
	Initial Share Delivery Date:	  	The Prepayment Date.
		
	Termination Price:	  	USD 36.15 per Share
		
	Additional Relevant Days:	  	The five Exchange Business Days immediately following the Calculation Period.

 III. Counterparty represents and warrants to Citi that neither it nor any “affiliated
purchaser” (as defined in Rule 10b-18 under the Exchange Act) has made any purchases of blocks pursuant to the proviso in Rule 10b-18(b)(4) under the Exchange Act during either (i) the four full calendar weeks immediately preceding the
Trade Date or (ii) during the calendar week in which the Trade Date occurs. 
 IV. Counterparty represents and warrants to Citi
that the entry into the Agreement shall be deemed to be written notice on behalf of Citi for the purpose of Article FIFTH of the Certificate of (i) the Transaction and (ii) any “5% Transaction” (as defined in the Certificate)
effected by Citi in connection the Transaction. 
 V. This Supplemental Confirmation may be executed in any number of counterparts,
all of which shall constitute one and the same instrument, and any party hereto may execute this Supplemental Confirmation by signing and delivering one or more counterparts. 







 Counterparty hereby agrees (a) to check this Supplemental Confirmation carefully and
immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing (in the exact form provided by Citi) correctly sets forth the terms of the agreement between Citi and
Counterparty with respect to the Transaction to which this Supplemental Confirmation relates, by manually signing this Supplemental Confirmation or this page hereof as evidence of agreement to such terms and providing the other information requested
herein and immediately returning an executed copy to Citi. 
  

			
	Yours sincerely,
	
	CITIGROUP GLOBAL MARKETS INC.
		
	By:	 	 /s/ Herman Hirsch

	Name: Herman Hirsch
	Authorized Representative


  

			
	Agreed and Accepted By:
	
	VISTEON CORPORATION
		
	By:	 	 /s/ Robert R. Krakowiak

	Name: Robert R. Krakowiak
	Title: Vice President and Treasurer