Exhibit 10-U Form of Special 2006-2008 Retention Incentive Opportunity Letter.**


    Exhibit
      10-U

    


    Form
      of Special 2006-2008 Retention Incentive Opportunity
      Letter

    


    
      


    



    [The
      CEO
      will not participate in this arrangement]   [Date]
      2006

    


    To: [Name]

    


    


    Subject: Retention
      Incentive Opportunity Program

    


    OVERVIEW

    As
      a
      retention incentive, and to reward performance [pending Compensation Committee
      approval] against the Company's key initiatives for 2006 through 2008, the
      Compensation Committee of the Board of Directors has approved a special
      retention incentive for a few members of senior management. You have been
      selected to participate in this program because of your role in leading efforts
      to accomplish the Company's key initiatives.

    


    The
      Committee has approved the target award and the key initiative[s] for you under
      this program (detailed below). The opportunity to earn this award will be based
      on the accomplishment of specific objectives for the years 2006, 2007 and 2008
      and will be subject to the final determination by the Committee. Awards will
      be
      paid in restricted stock in the first quarter of 2009 and will carry a two-year
      restriction, during which time dividends will be paid. No dividends or
      equivalents will be paid during the performance period. Your award opportunity
      and any final award are subject to the terms and conditions of the 1998
      Long-Term Incentive Plan.

    
      
 

      KEY
        INITIATIVE[S]

      There
        are
        certain initiatives the senior management team will be responsible for. You
        are
        considered to be one of the leaders for the initiative[s] relating to the
        following criteria:

      


      
        	·  	
                [Reduction
                  of manufacturing capacity.]

              


      

      
        	·  	
                [Achievement
                  of cost reduction targets.]

              


      

      
        	·  	
                [Increased
                  platform and component sharing.]

              


      

      
        	·  	
                [Increased
                  market share.]

              


      

      
        	·  	
                [Completion
                  and implementation of the Visteon
                  transaction.]

              


      

      


      Each
        of
        the metrics by which your performance will be measured will [have a weight
        that
        ranges from __% to __%] [have equal weight]. There are plans to have this
        team
        meet regularly to review the status-to-objectives. The payout of your award
        is
        dependent solely upon the achievement of your initiatives.

      


      TARGET
        AWARD VALUE

      
        	Ø  	
                Your
                  total award opportunity value is: [
                  ]

              


      

      


      Your
        continued leadership is greatly appreciated and is essential to the success
        of
        achieving these critical Company initiatives in each of the next three
        years.