exv4w4






Exhibit 4.4







	THIS CERTIFICATE IS TRANSFERABLE            INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE            CUSIP 92839U 20 6




	IN JERSEY CITY, NJ, NEW YORK, NY            SEE REVERSE FOR CERTAIN DEFINITIONS




	THIS CERTIFIES THAT




	IS THE OWNER OF




	fully paid and non-assessable shares of the common shares,$0.01 par value,per share, of
Visteon Corporation, transferable on the books of the Corporation by the holder hereof in person or
by duly authorized attorney upon surrender of this Certificate properly endorsed. This certificate
is not valid unless countersigned and registered by the Transfer Agent and Registrar.




	Witness the facsimile seal of the Corporation and the facsimile signatures of its duly
authorized officers.




	Dated:




	SECRETARY            CHAIRMAN OF THE BOARD




	COUNTERSIGNED AND REGISTERED:




	THE BANK OF NEW YORK MELLON




	TRANSFER AGENT AND REGISTRAR




	BY:




	AUTHORIZED SIGNATURE







 









 









Visteon Corporation



     The Corporation will furnish without charge to each stockholder who so requests, the
designations, powers, preferences and relative,
participating, optional or other special rights of each class of stock or series thereof and the
qualifications, limitations or restrictions of such
preferences and/or rights. Any such request should be addressed to the Secretary of Visteon
Corporation, One Village Drive, Van Buren Township,
Michigan, 48111, or to the Transfer Agent and Registrar named on the face of this certificate.



     This Certificate and the shares represented hereby, are issued and shall be held subject to all of
the provisions of the Certificate of
Incorporation, as amended, and the Bylaws, as amended, of the Corporation (copies of which are on
file with the Corporation and with the Transfer
Agent), to all of which each holder, by acceptance hereof, assents.




     The shares of Visteon Corporation Common Stock represented by this Certificate are issued pursuant
to the Fifth Amended Joint Plan of
Reorganization of Visteon Corporation and its Debtor Affiliates, as confirmed by the United States
Bankruptcy Court for the District of Delaware.
The transfer of securities represented hereby is subject to restriction pursuant to Articles FIFTH,
SIXTH and SEVENTH of the Second Amended and
Restated Certificate of Incorporation of Visteon Corporation. Visteon Corporation will furnish a
copy of its Second Amended and Restated Certificate
of Incorporation to the holder of record of this Certificate without charge upon written request
addressed to Visteon Corporation at its principal place
of business.


     The following abbreviations, when used in the inscription on the face of this certificate, shall be
construed as though they were written out in
full according to applicable laws or regulations:




	 	 	 	 	 	 	 

	     TEN COM	 	— as tenants in common	 	UNIF GIFT MIN ACT—                      Custodian                     
	     TEN ENT

	 	— as tenants by the entireties
	 	 	 	                    (Cust)                               (Minor)
	     JT TEN

	 	— as joint tenants with right of
	 	 	 	under Uniform Gifts to Minors
	 

	 	      survivorship and not as tenants
in common	 	 	 	 
	 

	 	 	 	 	 	Act                                                     
	 

	 	 	 	 	 	                          (State)






Additional abbreviations may also be used though not in the above list.



For Value Received                                          hereby sell, assign and transfer unto




PLEASE INSERT SOCIAL SECURITY OR OTHER

     IDENTIFYING NUMBER OF ASSIGNEE




 

PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE



 




 




            
      
      
      
      
      
      
      
                                          
                              
                              
          
            
  Shares
of the stock represented by the within Certificate, and do hereby irrevocably
constitute and appoint



            
      
      
      
      
      
      
      
                                          
                              
                              
      
            
 Attorney,
to transfer the said stock on the books of the within named Corporation
with full power of substitution in the premises.



Dated,                                         




	 	 	 	 	 
	 	 	 
	 	NOTICE:  	
THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
 
	 	 	 	 
	 



	 	 	 	 
	 	 
	SIGNATURE(S) GUARANTEED:  	 	 
	  	THE
SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM).