EX-10.2



 Exhibit 10.2 

SUPPLEMENTAL CONFIRMATION 
  

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

		
	From:		Goldman, Sachs & Co.
		
	Subject:		Accelerated Stock Buyback
		
	Ref. No:		SDB2502724647
		
	Date:		June 16, 2015

  
  

The purpose of this Supplemental Confirmation is to confirm the terms and conditions of the Transaction entered into between Goldman,
Sachs & Co. (“GS&Co.”) and Visteon Corporation (“Counterparty”) (together, the “Contracting Parties”) on the Trade Date specified below. This Supplemental Confirmation is a binding
contract between GS&Co. and Counterparty as of the relevant Trade Date for the Transaction referenced below. 
 1. This Supplemental Confirmation
supplements, forms part of, and is subject to the Master Confirmation dated as of June 16, 2015 (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. 
 2. The terms of the Transaction to which
this Supplemental Confirmation relates are as follows: 
  

			
	Trade Date:		June 16, 2015
		
	Forward Price Adjustment Amount:		USD 2.00
		
	Calculation Period Start Date:		June 16, 2015
		
	Scheduled Termination Date:		December 30, 2015
		
	First Acceleration Date:		September 10, 2015
		
	Prepayment Amount:		USD 500,000,000.00
		
	Prepayment Date:		June 19, 2015
		
	Initial Shares:		3,712,297 Shares; provided that if, in connection with the Transaction, GS&Co. 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 GS&Co. is able to so borrow or otherwise acquire, and thereafter GS&Co. 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 GS&Co. 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 $53.88 per Share
		
	Additional Relevant Days:		The five Exchange Business Days immediately following the Calculation Period.

 3. Counterparty represents and warrants to GS&Co. 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. 
 4. Counterparty represents and warrants to GS&Co. that the entry into the Agreement shall be deemed to
be written notice on behalf of GS&Co. 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 GS&Co. in connection the
Transaction.
 5. 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 GS&Co.) correctly sets forth the terms of the agreement between
GS&Co. 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 Equity Derivatives Documentation Department, facsimile No. 212-428-1980/83. 
  


			
	Yours sincerely,
	
	GOLDMAN, SACHS & CO.
		
	By:		 /s/ Eugene Parloff

			Eugene Parloff
			Vice President


  

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

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