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                                                                EXHIBIT 10.9.2

                     VISTEON CORPORATION 2004 INCENTIVE PLAN


                 TERMS AND CONDITIONS OF RESTRICTED STOCK GRANTS

      Visteon Corporation, a Delaware corporation (together with its
subsidiaries, the "Company"), subject to the terms of the Visteon Corporation
2004 Incentive Plan, formerly known as the Visteon Corporation 2000 Incentive
Plan (the "Plan") and this Agreement, hereby grants to the Participant named in
the Appendix to this Agreement, shares of common stock of the Company subject to
restrictions ("Restricted Shares") as further described herein.

      1. Grant of Restricted Stock.

         The Company hereby grants to the Participant the number of Restricted
Shares set forth in the Appendix, effective as of the date or dates ("Grant
Date") and subject to such restrictions set forth in the Appendix. In the event
of certain corporate transactions, the number of Restricted Shares covered by
this Agreement may be adjusted by the Organization and Compensation Committee of
the Board of Directors of the Company (the "Committee") as further described in
Section 13 of the Plan.

      2. Lapsing of Restrictions and Release of Shares.

         a. During the Participant's continuous employment with the Company, the
restrictions on the Restricted Shares will lapse in accordance with the release
schedule set forth in the Appendix.

         b. In the event that application of the release schedule results in the
release of a fractional share of restricted stock, only whole shares will be
considered released.

         c. Upon a Change in Control of the Company, the Restricted Shares
subject to restrictions will be released to the Participant provided the
Participant is employed by the Company, as of the date immediately preceding the
date on which the Change in Control occurs.

      3. Termination of Employment.

         a. Unless provided otherwise under the remaining provisions of this
Paragraph 3, if the Participant's employment with the Company is terminated for
any reason, Participant will forfeit any and all rights to Restricted Shares
with restrictions that have not lapsed on the termination date.

         b. Notwithstanding the provisions of Paragraph 3a, if the Participant
is placed on leave of absence, with or without pay, the Restricted Shares shall
be held by the Company and will be released in accordance with the provisions of
Paragraph 2 as if the Participant was actively employed.

         c. Notwithstanding the provisions of Paragraph 3a, if the Participant's
employment with the Company is terminated by reason of disability (as defined in
the


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Company's long-term disability plan), death, retirement or termination without
cause under the provisions of the Visteon Separation Program (VSP) or a
successor severance plan of the Company, and if the Participant had remained in
the employ of the Company for at least 180 days following the Grant Date, the
Restricted Shares shall be released to the Participant on a pro rata basis,
based on the number of years that have lapsed following the Grant Date in the
manner set forth in the Appendix. For purposes of this Agreement, "retirement"
means normal, regular early, special early or disability retirement under a
retirement plan of the Company that includes such provisions, or retirement
after 30 years of service, after attaining age 55 and 10 years of service, or
after attaining age 65, under any other retirement plan of the Company.

         d. Notwithstanding the provisions of Paragraph 3a, if the Participant's
employment with the Company is terminated at any time by reason of a sale or
other disposition (including, without limitation, a transfer to a joint venture)
of the division, operation or subsidiary in which the Participant was employed
or to which the Participant was assigned, the Restricted Shares shall be
forfeited, provided that if the Participant satisfies both of the following
conditions, Restricted Shares prorated based on the number of months from the
Grant Date to the date of termination of employment from the Company shall be
released to the Participant: (i) at the date of Participant's termination of
employment with the Company, the Participant had been actively employed by the
Company for at least 90 days following the Grant Date, and (ii) Participant
continues employment with the division, operation or subsidiary following such
sale or other disposition (or any successor to such division, operation or
subsidiary) until the earlier of retirement as defined in Paragraph 2c,
substituting "successor" for "Company", or the date that the restrictions would
otherwise lapse.

      4. Restricted Share Account.

         a. The Company will hold the Restricted Shares in an account in the
name of the Participant. As soon as practicable following the lapse of
restrictions on the Restricted Shares, said shares shall be released to the
Participant. As soon as practicable following the date on which there occurs any
event that results in the Participant ceasing to accrue service toward
satisfaction of restrictions for the Restricted Shares, the Company shall
release to the Participant the number of Restricted Shares, if any, to which the
Participant is entitled, less applicable withholding and brokerage fees
associated with the sale of Restricted Shares, and the remaining Restricted
Shares shall be forfeited.

         b. The Company may retain the services of a third-party administrator
to perform administrative services in connection with the Plan. To the extent
the Company has retained such an administrator, any reference to the Company
shall be deemed to refer to any such third-party administrator retained by the
Company, and the Company may require the Participant to exercise the
Participant's rights under this Agreement only through such third-party
administrator.


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      5. Dividends.

         Any dividends paid on Restricted Shares prior to the date on which the
Participant forfeits such shares shall be distributed to the Participant,
subject to applicable withholding, fees and expenses.

      6. Withholding.

         a. Upon the release of previously granted Restricted Shares pursuant to
Paragraph 4 above, the Company may satisfy its tax withholding obligations in
any manner determined by the Committee, including by withholding a portion of
the Participant's cash compensation or by withholding a number of shares of
stock having a fair market value, as determined by the Committee, equal to the
amount required to be withheld. The fair market value of any fractional share of
stock remaining after the withholding requirements are satisfied will be paid to
the Participant in cash. The Company may also require the Participant to deliver
a check in the amount of any tax withholding obligation, or to otherwise
indemnify the Company, as a condition to the issuance of any stock hereunder.

         b. Dividends paid on Restricted Shares prior to the lapse of the
restrictions are subject to applicable tax withholding as described in
subsection 6(a). Dividends paid on Restricted Shares after restrictions have
lapsed are not subject to tax withholding.

      7. Conditions on Award.

         Notwithstanding anything herein to the contrary, the Committee may
cancel an award of Restricted Shares, and may refuse to deliver shares of stock
for which restrictions have lapsed, if:

         a. During the period from the date of the Participant's termination of
employment from the Company to the date any shares of stock for which
restrictions have lapsed are delivered to the Participant (or the Participant's
beneficiary), the Committee determines that the Participant has either (i)
refused to be available, upon request, at reasonable times and upon a reasonable
basis, to consult with, supply information to and otherwise cooperate with the
Company with respect to any matter that was handled by the Participant or under
the Participant's supervision while the Participant was in the employ of the
Company or (ii) engaged in any activity that is directly or indirectly in
competition with any activity of the Company; or

         b. The Committee determines that the Participant, at any time (whether
before or after the Participant's employment with the Company, and whether
before or after the grant of the Restricted Shares), acted in any manner that
the Committee deems detrimental to the best interests of the Company.

      8. Nontransferability.

         Except as provided in Paragraph 9 of this Agreement, the Participant
has no right to sell, assign, transfer, pledge, or otherwise alienate the
Restricted Shares prior to the date on


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which the Restricted Shares are transferred to the Participant free and clear of
the restrictions, and any attempted sale, assignment, transfer, pledge or other
conveyance will be null and void.

      9. Beneficiary.

         The Participant may designate a beneficiary to receive stock that may
be released on or after the Participant's death on the form or in the manner
prescribed for such purpose by the Committee. Absent such designation, the
Participant's beneficiary will be the Participant's estate. The Participant may
from time to time revoke or change the beneficiary designation without the
consent of any prior beneficiary by filing a new designation with the Company.
If a Participant designates his or her spouse as beneficiary, such designation
automatically shall become null and void on the date of the Participant's
divorce or legal separation from such spouse. The last such designation received
by the Company will be controlling; provided, however, that no designation, or
change or revocation thereof, will be effective unless received by the Company
prior to the Participant's death, and in no event will any designation be
effective as of a date prior to such receipt. If the Committee is in doubt as to
the identity of the beneficiary, the Committee may deem the Participant's estate
as the beneficiary, or the Company may apply to any court of appropriate
jurisdiction and such application will be a complete discharge of the liability
of the Company therefor.

     10. Securities Law Restrictions.

         a. The Participant acknowledges that the Restricted Shares granted
under this Agreement, and any stock that may be transferred to the Participant,
are being acquired for investment purposes only and not with a view to resale or
other distribution thereof to the public in violation of the Securities Act of
1933, as amended (the "Act"). The Participant agrees and acknowledges, with
respect to any stock that has not been registered under the Act, that (a) the
Participant will not sell or otherwise dispose of such stock except pursuant to
an effective registration statement under the Act and any applicable state
securities laws, or in a transaction which in the opinion of counsel for the
Company is exempt from such registration, and (b) a legend may be placed on the
certificates for the stock to such effect. As further conditions to the issuance
of the stock, the Participant agrees for himself or herself, the Participant's
beneficiary, and the Participant's heirs, legatees and legal representatives,
prior to such issuance, to execute and deliver to the Company such investment
representations and warranties, and to take such other actions, as the Committee
determines may be necessary or appropriate for compliance with the Act and any
applicable securities laws.

         b. Notwithstanding anything herein to the contrary, the Committee, in
its sole and absolute discretion, may delay transferring stock or may impose
restrictions or conditions on the Participant's (or any beneficiary's) ability
to directly or indirectly sell, hypothecate, pledge, loan, or otherwise
encumber, transfer or dispose of the stock, if the Committee determines that
such action is necessary or desirable for compliance with any applicable state,
federal or foreign law, the requirements of any stock exchange on which the
stock is then traded, or is requested by the Company or the underwriters
managing any underwritten offering of the Company's securities pursuant to an
effective registration statement filed under the Act.


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     11. Voting Rights.

         The Restricted Shares may be voted by the Participant.

     12. Limited Interest.

         a. The grant of the Restricted Shares shall not be construed as giving
the Participant any interest other than as provided in this Agreement.

         b. The grant of the Restricted Shares shall not confer on the
Participant any right to continue as an employee or continue in service of the
Company, nor interfere in any way with the right of the Company to terminate the
Participant's employment at any time.

         c. The grant of the Restricted Shares shall not affect in any way the
right or power of the Company to make or authorize any or all adjustments,
recapitalizations, reorganizations, or other changes in the Company's capital
structure or its business, or any merger, consolidation or business combination
of the Company, or any issuance or modification of any term, condition, or
covenant of any bond, debenture, debt, preferred stock or other instrument ahead
of or affecting the stock or the rights of the holders thereof, or the
dissolution or liquidation of the Company, or any sale or transfer of all or any
part of its assets or business or any other Company act or proceeding, whether
of a similar character or otherwise.

         d. The Participant acknowledges and agrees that the Plan is
discretionary in nature and limited in duration, and may be amended, cancelled,
or terminated by the Company, in its sole discretion, at any time. The grant of
the Restricted Stock under the Plan is a one-time benefit and does not create
any contractual or other right to receive a grant of Restricted Stock or
benefits in lieu of Restricted Stock in the future. Future grants, if any, will
be at the sole discretion of the Committee, including, but not limited to, the
timing of any grant, the number of shares to be granted, and restrictions placed
on such shares.

     13. Consent to Transfer of Personal Data.

         The Participant voluntarily acknowledges and consents to the
collection, use, processing and transfer of personal data as described in this
paragraph. The Participant is not obliged to consent to such collection, use,
processing and transfer of personal data. However, failure to provide the
consent may affect the Participant's ability to participate in the Plan. The
Company holds certain personal information about the Participant, including the
Participant's name, home address and telephone number, date of birth, social
security number or other employee identification number, salary, nationality,
job title, any shares of stock or directorships held in the Company, details of
all options or any other entitlement to shares of stock awarded, canceled,
purchased, vested, unvested or outstanding in the Participant's favor, for the
purpose of managing and administering the Plan ("Data"). The Company and/or its
subsidiaries will transfer Data amongst themselves as necessary for the purpose
of implementation, administration and management of the Participant's
participation in the Plan, and the Company may further transfer Data to any
third parties assisting the Company in the implementation, administration and
management of the Plan. These recipients may be located in the European Economic
Area, or


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elsewhere throughout the world, such as the United States. The Participant
authorizes them to receive, possess, use, retain and transfer the Data, in
electronic or other form, for the purposes of implementing, administering and
managing the Participant's participation in the Plan, including any requisite
transfer of such Data as may be required for the administration of the Plan
and/or the subsequent holding of shares of stock on the Participant's behalf to
a broker or other third party with whom the Participant may elect to deposit any
shares of stock acquired pursuant to the Plan. The Participant may, at any time,
review Data, require any necessary amendments to it or withdraw the consents
herein in writing by contacting the Company; however, withdrawing consent may
affect the Participant's ability to participate in the Plan.

     14. Incorporation by Reference.

         The terms of the Plan are expressly incorporated herein by reference.
Capitalized terms that are not defined in this Agreement will have the meaning
ascribed to them under the Plan. In the event of any conflict between this
Agreement and the Plan, the Plan shall govern.

     15. Governing Law.

         This Agreement shall be governed by and construed in accordance with
the laws of the State of Delaware, without reference to any conflict of laws
principles thereof.

     16. Severability.

         In the event any provision of the Agreement is held illegal or invalid
for any reason, the illegality or invalidity will not affect the remaining
provisions of the Agreement, and the Agreement shall be construed and enforced
as if the illegal or invalid provision has not been inserted.

     17. Amendment.

         This Agreement may not be amended, modified, terminated or otherwise
altered except by the written consent of the parties thereto.

     18. Counterparts.

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




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