EXHIBIT 10.7


                         EMPLOYEE TRANSITION AGREEMENT


         This Employee Transition Agreement relating to certain employment
matters and employee benefit plans (this "Agreement") dated as of April 1, 2000
is made and entered into by and among Ford Motor Company, a Delaware
corporation ("Ford") and Visteon Corporation, a Delaware corporation and a
wholly owned subsidiary of Ford, ("Visteon"). Ford and Visteon are referred to
herein individually as a "Party" and collectively as the "Parties".


                                    Recitals

1.   Ford has determined that it would be appropriate and beneficial to separate
     the activities now being conducted under the name of "Visteon Automotive
     Systems, an enterprise of Ford Motor Company," including those activities
     conducted by any entity in which Ford, directly or indirectly, owns or
     controls 50% or more of its stock or other equity interests (a
     "Subsidiary") and by any entity in which Ford, directly or indirectly,
     owns or controls less than 50% but more than 20% of its stock or other
     equity interests (an "Affiliate") which is aligned with such enterprise,
     which presently includes the Chassis Systems, Climate Control Systems,
     Interior and Exterior Systems, Energy Transformation Systems, Glass
     Division, and the Visteon Technology Office (collectively, with historic
     operations, including the former Automotive Products Operations,
     Automotive Components Division, Electronics, Plastics and Trim, Climate
     Control, Chassis, Electrical and Fuel Handling, and Glass Divisions, the
     "Business");

2.   Ford has concluded that the separation of the Business from its automaking
     business would (i) alleviate competitive barriers to expanding the
     Business beyond sales to Ford, Ford Subsidiaries and Ford Affiliates, (ii)
     allow Ford to overcome competitive barriers to making purchases from
     third-party automotive suppliers, and (iii) enhance the Business' ability
     to attract employees and permit the Business to offer employee incentives
     more directly tied to the performance of the Business;

3.   Ford has caused Visteon to be formed for the purpose of carrying on and
     conducting the Business;

4.   Ford and Visteon have entered into various agreements, including a Master
     Transfer Agreement dated as of even date herewith, to effect the
     separation of the Business; and

5.   The parties desire that Ford transfer to Visteon certain employees who are
     presently engaged in doing work for the Business and to provide for the
     orderly transition of employee benefit plans.

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                                   Agreement

         NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:


                                   Article I

                                  Definitions


1.01  "Benefit Transition Date" shall mean the first day of the month coincident
with or preceding the Distribution Date except with respect to the Ford
Flexible Benefits Plan shall mean June 1, 2000.

1.02  "Code" shall mean the Internal Revenue Code of 1986, as amended.

1.03  "Distribution Date" shall mean the date Ford will distribute to Ford
shareholders all of the shares of Visteon common stock then owned by Ford.

1.04  "DOL"  shall mean the U.S. Department of Labor.

1.05  "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
      amended.

1.06  "Ford Business Employees" shall mean

       (i)  Persons who are enrolled on the Ford salaried payroll (U.S.
            or non-U.S) or enrolled on the Ford hourly payroll in non-U.S
            jurisdictions and who are actively at work at the Business
            the day prior to the Transfer Date including those on paid
            time off (i.e. Jury Duty Pay, Bereavement Pay, Short Term
            Military Pay, Vacation and Paid Holiday) and those on reduced
            or alternate work schedules, but excluding Ford employees who
            are on temporary assignment to the Business ("Active Ford
            Business Employees"); and

      (ii)  Persons who are absent from such salaried or hourly
            employment as of the day prior to the Transfer Date on
            account of short term or long term disability leave or other
            approved leaves of absence, or layoff ("Inactive Ford
            Business Employees").

1.07  "Ford Retiree" shall mean a former Ford Business Employee, or a surviving
spouse or beneficiary of a former Ford Business Employee, who had terminated
service with Ford or Visteon and is receiving retirement benefits under a Ford
sponsored

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retirement plan as of the Benefit Transition Date or who terminated
employment with Ford or Visteon on or before the Benefit Transition Date and is
eligible on the Benefit Transition Date to receive immediate or future
retirement benefits (including deferred vested benefits) under the Ford
sponsored retirement plan.

1.08  "General Retirement Plan" or "GRP" shall mean the General Retirement Plan
of Ford Motor Company and its participating subsidiaries.

1.09  "Global Ford Business Employees" shall mean all employees of Ford or its
Subsidiaries or Affiliates who are engaged in the conduct of the Business prior
to the Transfer Date, including but not limited to

       (i)  Ford Business Employees; and

      (ii)  Persons who are enrolled on the payroll of a Subsidiary or
            Affiliate of Ford engaged in the Business as of the Transfer
            Date, or persons who are no longer active but who had been
            employed by a Subsidiary or Affiliate engaged in the Business
            at any time prior to the Transfer Date ("Subsidiary
            Employees").

1.10  "Global Visteon Employees" shall mean all employees of Visteon or its
subsidiaries or affiliates who are engaged in the conduct of the Business after
the Transfer Date, including but not limited to

       (i)  Visteon Employees; and

       (ii) Subsidiary Employees who as a result of the transfer of
            Ford's interest in the Subsidiary or Affiliate to Visteon as
            of the Transfer Date, became employed by, or became the
            responsibility of, a subsidiary or affiliate of Visteon on
            the Transfer Date.

For purposes of this Agreement, Global Visteon Employees shall not include any
employees hired directly by Visteon or its subsidiaries or affiliates after the
Transfer Date.

1.11  "Group I Employee" shall mean a U.S. Visteon Employee who as of the
Benefit Transition Date is eligible for immediate normal or regular early
retirement under the provisions of the GRP as in effect on the Benefit
Transition Date.

1.12  "Group II Employee" shall mean a U.S. Visteon Employee who

       (i)  is not a Group I Employee;

      (ii)  has as of the Benefit Transition Date a combination of age and
            continuous service that equals or exceeds sixty (60) points (partial

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            months disregarded); and

     (iii)  could become eligible for normal or regular early retirement
            under the provisions of the GRP as in effect on the Benefit
            Transition Date within the period after the Benefit
            Transition Date equal to the employee's Ford service as of
            the Benefit Transition Date.

1.13  "Group III Employee" shall mean any U.S. Visteon Employee who participates
in the GRP other than a Group I or II Employee.

1.14  "IRS" means the U.S. Internal Revenue Service.

1.15  "OSHA"  shall mean the Occupational Safety and Health Act of 1970, as
      amended.

1.16  "PBGC" shall mean the Pension Benefit Guaranty Corporation.

1.17  "SFAS No. 87" shall mean the Statement of Financial Accounting Standards
      No. 87.

1.18  "SFAS No. 106" shall mean the Statement of Financial Accounting Standards
      No. 106.

1.19  "Transfer Date" shall mean the date specified in the Master Transfer
Agreement with respect to each entity or interest to be transferred pursuant
thereto.

1.20  "Visteon Balance Sheet" shall mean the balance sheet for Visteon
Automotive Systems as of March 31, 2000, as prepared by Ford.

1.21  "Visteon Employees" shall mean

       (i)  Active Ford Business Employees who are transferred to Visteon
            pursuant to the terms hereof and who are at work on the Transfer
            Date including those on paid time off (i.e., Jury Duty Pay,
            Bereavement Pay, Short Term Military Pay, Vacation Pay and Paid
            Holiday) and those on reduced or alternate work schedules; and

      (ii)  Inactive Ford Business Employees or Ford Retirees on a disability
            retirement who are transferred to Visteon pursuant to the terms
            hereof on the Reinstatement Date or Disability Retiree
            Reinstatement Date.

      For purposes of this Agreement, Visteon Employees shall not include
any employees hired directly by Visteon after the Transfer Date, except for
those specified in (ii) above.

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1.22  "Visteon Retiree" shall mean a former Ford Business Employee, or a
surviving spouse or beneficiary of a former Ford Business Employee, who became
a Visteon Employee and who terminated service with Visteon after the Benefit
Transition Date and is receiving retirement benefits under a Ford sponsored
retirement plan and a Visteon sponsored retirement plan.


                                   Article II

                           Employment Responsibility

2.01  Employee Census.

      On the Transfer Date, Ford shall provide Visteon a preliminary
employee census ("Employee Census") containing the following information:

         (i) a list of all Active Ford Business Employees by location;
        (ii) a list of all Inactive Ford Business Employees by location;
       (iii) the job classification of each Ford Business Employee;
        (iv) the Ford Service Date of each Ford Business Employee;
         (v) the base monthly salary of each Ford Business Employee;
        (vi) the reason for any absence of any Ford Inactive Business Employee
             and the date any leave expires.

Ford shall finalize the Employee Census no later than thirty (30) days after
the Transfer Date, subject to Visteon review. Ford shall not be responsible for
providing Visteon an Employee Census of the Global Ford Business Employees.

2.02  Employment Transfer.

         Unless otherwise agreed, Ford shall transfer the employment of the
Active Ford Business Employees to Visteon effective on the Transfer Date and
the Active Ford Business Employees shall become Visteon Employees effective on
the Transfer Date. Ford shall transfer to Visteon the employment of an Inactive
Ford Business Employee who is recalled from layoff or other inactive status or
requests reinstatement on or before the date such employee's leave of absence
expires or as of the date such employee's medical disability ceases and such
employee is released by their personal physician to return to their former
position of employment or a comparable position consistent with any medical
restrictions, as applicable (the "Reinstatement Date"). In addition, Ford shall
transfer to Visteon employment responsibility for a Ford Retiree on a
disability retirement ("Disability Retiree") on the date the medical disability
ceases, such employee is released by their personal physician to return to
their former position of employment or a comparable position consistent with
any medical restrictions, and the retirement committee approves the return to
work ("Disability Retiree Reinstatement Date"). The Transfer Date, the
Reinstatement Date and the Disability Retiree

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Reinstatement Date shall be known as the "Employment Date". Notwithstanding the
above, Visteon shall remain financially responsible for any costs incurred by
Ford or its benefit plans and programs related to the Inactive Ford Business
Employees between the Transfer Date and the Employment Date, and Visteon shall
reimburse Ford for any such costs under a method to be mutually agreed by the
Parties. A Ford Business Employee who is on an international service assignment
to a non-Business activity as of the Distribution Date shall remain in such
assignment until scheduled to return and shall return to the originating
activity. A Ford employee who is on international service assignment to a
Business activity as of the Distribution Date shall remain in such assignment
until scheduled to return and shall return to the originating activity. Visteon
or Ford, as applicable, shall reimburse the other for the costs of such
employees after the Distribution Date under a method to be mutually agreed by
the Parties.

2.03  Recognition of Service.

         Visteon shall recognize, or shall cause its subsidiaries or affiliates
to recognize, the Ford Service Date or Subsidiary Service Date, as applicable,
of each Global Visteon Employee in determining years of service under the
employee benefit plans and other compensation and benefit practices and polices
of Visteon or its subsidiaries or affiliates both prior to the Benefit
Transition Date and thereafter, except as otherwise provided in this Agreement.

2.04  Compensation and Benefit Plans.

         Visteon shall pay each Global Visteon Employee at the same base salary
rate or hourly rate as was applicable to them as a Global Ford Business
Employee, and shall implement any merit, promotional or other increases that
were scheduled to go into effect as of the Transfer Date. Effective on the
Transfer Date, and except as otherwise provided in this Agreement, Visteon
shall adopt the same benefit plans and programs for Visteon Employees as are in
effect for Ford Business Employees as of the Transfer Date, and shall
participate in the Ford employee benefit plans and programs as a participating
subsidiary or its equivalent until the Benefit Transition Date. Visteon shall
reimburse Ford for any such cost and expense consistent with the methods
presently in effect for charging such expenses to participating subsidiaries or
their equivalents using methodology consistent with U.S. GAAP and acceptable to
both Parties. In addition, Visteon shall reimburse Ford for any costs and
expense incurred prior to the Benefit Transition Date and that relate to Ford
Retirees under an incentivized separation program. Effective on the Benefit
Transition Date, and except as otherwise provided herein, Visteon shall adopt,
or shall cause its subsidiaries or affiliates to maintain or adopt, benefit
plans and programs for the U.S. Global Visteon Employees that are substantially
comparable in the aggregate to those that were in effect on the day immediately
preceding the Benefit Transition Date and shall continue such programs
substantially in effect for at least four (4) years after the Distribution
Date, provided, however, if Ford makes changes in the benefit plans and
programs applicable to Ford employees during the four (4) year period, Visteon
or its subsidiaries or affiliates, as applicable, shall be permitted, but shall
not be required, to make a comparable change.

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The comparability period shall not be effective with respect to U.S. employees
of Visteon who were hired as new hires by Visteon after the Transfer Date or
with respect to non-U.S. Global Visteon Employees. Except as otherwise provided
in this Agreement, Ford shall take such action as is necessary to eliminate
Global Visteon Employees from Ford sponsored benefit plans and programs as of
the Benefit Transition Date unless otherwise agreed by the Parties, and
thereafter Global Visteon Employees shall have no rights under any such plans
or programs.

2.05  Paid Time Off.

         Effective as of the Employment Date, each Global Visteon Employee
shall retain the same paid time off eligibility they had under Ford's paid time
off policy, or the policy of Ford's Subsidiaries or Affiliates. Any paid time
off used by a Global Ford Business Employee in 2000 prior to the Employment
Date shall be counted against such employee's entitlement as a Global Visteon
Employee after the Distribution Date until December 31, 2000.

2.06  Collective Bargaining Agreements.

         Certain of the Ford Business Employees are covered under the terms of
the collective bargaining agreements listed on Attachment A. Effective as of
the Transfer Date, Visteon shall assume the obligation of Ford under the
collective bargaining agreements applicable to such employees, and Ford shall
be relieved of any further obligations under such agreements with respect to
such employees. The Agreement Governing the Separation of the Ford Visteon
Organization dated January 25, 2000 between Ford and the Ford European Works
Council, attached hereto as Attachment B, shall apply to the Ford Business
Employees represented by the Ford European Works Council, and Visteon agrees to
abide by its terms.

2.07  Reemployment Restriction.

         Except with the consent of Visteon, Ford shall not hire any Global
Visteon Employee during the period commencing as of the Distribution Date and
terminating twelve months thereafter, unless otherwise required by law.


                                  Article III

                             Employee Benefit Plans


3.01  U.S. Qualified Defined Benefit Retirement Plans.

      a. GRP Participating Subsidiary.  U.S. Ford Business Employees participate
         in the GRP as employees of Ford. Effective as of the Transfer Date,

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         Visteon shall take such corporate action as is necessary to
         participate in the GRP as a "Participating Subsidiary" as defined in
         the GRP with respect to the Visteon Employees until the Benefit
         Transition Date. Ford hereby consents to such participation by
         Visteon. Visteon shall reimburse Ford for the cost of any early
         separation incentive programs applicable to U.S. Ford Business
         Employees prior to the Benefit Transition Date.

      b. Visteon Mirror GRP.

            (i) Establishment of Plan.  Effective on the Benefit Transition
                Date, or such later date as the Parties may mutually agree,
                Visteon shall establish its own defined benefit pension plan
                that with respect to Group III Employees contains provisions
                that duplicate the benefit provisions of the GRP as it pertains
                to service prior to the Benefit Transition Date and with
                respect to Group I and II Employees, contains substantially
                comparable benefit provisions with respect to service after the
                Benefit Transition Date ("Visteon Mirror GRP"). The Visteon
                Mirror GRP shall be responsible for providing retirement
                benefits for Group I and Group II Employees for service on or
                after the Benefit Transition Date and, subject to receipt of
                the asset transfer described below, for Group III Employees for
                service recognized under the GRP prior to the Benefit
                Transition Date and for service with Visteon after the Benefit
                Transition Date. The Visteon Mirror GRP shall recognize
                credited service of Visteon Employees under the GRP through the
                Benefit Transition Date for purposes of eligibility to
                participate and eligibility for benefits to the same extent as
                such credited service (or ERISA service) was counted under the
                GRP. Notwithstanding the above, for purposes of calculating the
                Part B Contributory Benefit, only a total of thirty five (35)
                years of combined Ford and Visteon service may be used.

           (ii) Asset Transfer Valuation. Ford shall cause to be transferred
                from the GRP assets in cash or cash equivalents, or marketable
                securities reasonably acceptable to Visteon, that shall equal
                the projected benefit obligation, as defined in SFAS No. 87, of
                the liabilities related to the Group III Employees as of the
                Benefit Transition Date ("GRP PBO Value") determined by an
                independent actuary appointed by Ford ("Ford Actuary") in
                accordance with the principles stated below:

               (A)   The present value of liabilities will be
                     determined under SFAS No. 87 as the projected
                     benefit obligation, using the actuarial
                     assumptions and methods that are published in
                     the most recent actuarial valuation for
                     accounting purposes for the GRP prepared by
                     Buck Consultants.

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               (B)   A discount rate as of the Benefit Transition
                     Date determined by Ford using its normal
                     methods for developing a SFAS No. 87 discount
                     rate but based on market interest rates as of
                     the Benefit Transition Date.

            In no event shall the GRP PBO Value as calculated on the basis
            described above result in an asset transfer less than the amount
            necessary to reflect the requirements of the provisions of Code
            Section 411(d) and 414(l) and the Treasury Regulations issued
            thereunder and the actuarial methods and assumptions established by
            the PBGC with respect to spin-offs of pension plans where
            liabilities, for purposes of Code Section 411(d) and 414(l), are
            calculated using a discount rate equal to the applicable rate or
            rates published by the PBGC and in effect for plans terminating on
            the Benefit Transition Date. The determination of the GRP PBO Value
            by the Ford Actuary shall be submitted to an independent actuary
            appointed by Visteon (the "Visteon Actuary") for verification but
            such verification shall relate only to the calculation of the GRP
            PBO Value on the basis set forth above. If the Visteon Actuary and
            the Ford Actuary are unable to agree on a verification, they shall
            jointly designate a third independent actuary whose verification
            shall be final and binding. Ford and Visteon shall each pay
            one-half of the costs of such third actuary.

          (iii) Transfer to Qualified Plan.  Within ninety (90) days of the
                Transfer Date (but in no event later than the Benefit
                Transition Date), Visteon shall provide Ford with the plan
                document for the Visteon Mirror GRP, together with either (A)
                an opinion letter of counsel reasonably acceptable to Ford that
                the Visteon Mirror GRP satisfies the requirements for
                qualification under Section 401(a) of the Code as of its
                effective date or will be amended to meet the qualification
                requirements in the event the IRS requires retroactive
                amendments to the Visteon Mirror Plan as part of the
                determination letter process and that the transfer of assets
                provided in (iv) below shall not affect the qualification of
                such plan, or (B) a favorable determination letter issued by
                the IRS that the Visteon Mirror GRP satisfies the requirements
                for qualification under Section 401(a) of the Code as of its
                effective date.

           (iv) Asset Transfer.  As soon as practicable after the latest of (A)
                the date on which the GRP PBO Value is determined and verified
                pursuant to (ii) above, (B) the expiration of thirty days
                following the filing of Forms 5310 with the IRS and PBGC in
                respect of the GRP and the Visteon Mirror GRP or (C) the
                receipt by Ford of the opinion or determination letters
                described in (iii) above and determination by Ford that the
                Visteon Mirror GRP satisfies the terms of this Agreement (the
                "Asset Transfer Date"), Ford shall

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                cause the trustee of the GRP to transfer assets and respective
                liability therefor to the Visteon Mirror Pension Plan in such
                amount and in such form as provided in (ii) above, together
                with interest from the Benefit Transition Date to the first of
                the month immediately preceding the Asset Transfer Date, at the
                Ford Master Trust rate of return, and thereafter until the
                Asset Transfer Date, interest at the 90-day Treasury Bill rate
                on a bond equivalent yield in effect on the last business day
                of the month immediately preceding or coincident with the Asset
                Transfer Date as quoted in the Wall Street Journal.

            (v) No Further Liability. Upon receipt of the transferred assets
                from the GRP, neither Ford nor the GRP shall have any further
                liability to the Group III Employees for benefits for service
                under the GRP with respect to which liabilities and assets have
                been transferred. Ford and Visteon shall use their respective
                best efforts to make amendments to their respective plans and
                trusts as may be necessary or appropriate to effect the
                transfers contemplated by these provisions.

           (vi) Pension Security.  The assets of the Visteon Mirror GRP that are
                transferred from the GRP trust as provided in section (iv)
                above, and any earnings thereon, shall be held in a separate
                trust for a period equal to five years commencing as of the
                Benefit Transition Date. Such assets shall be available only
                for the purposes of providing pension benefits for plan
                participants and their beneficiaries for service under the Ford
                GRP through the Benefit Transition Date ("Visteon Past Service
                Trust"). In the event the assets in the Visteon Past Service
                Trust are insufficient to pay the liability for accrued
                benefits measured on a plan termination basis, determined as of
                each year end, using PBGC assumptions, including the PBGC
                discount rates, mortality tables and expected retirement ages
                unless Ford agrees to such other rates, tables and assumptions
                certified to by the Visteon Actuary as appropriate for
                measuring liabilities on a plan termination basis. While such
                Visteon Past Service Trust is maintained, Visteon shall
                contribute sufficient cash within thirty days of the date the
                year-end calculation is complete to restore the assets in the
                Visteon Past Service Trust to be at least equal to such
                termination liability; provided, however, that Visteon need not
                contribute in any year an amount greater than the maximum tax
                deductible contribution allowed for such year, and provided
                further, that if the contribution required would exceed $10
                million in any year, Visteon shall have the option to pay $10
                million the first year, and shall pay the balance in succeeding
                years in annual installments of at least $5 million until the
                obligation is satisfied, together with interest on the

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                obligation at the 90 day Treasury Bill rate as quoted in the
                Wall Street Journal for the relevant period (the "Financial
                Burden Formula"). Visteon shall not terminate the Visteon
                Mirror GRP and revert assets to Visteon for a period of five
                years after the Benefit Transition Date. Visteon shall not
                invest any assets of the Visteon Past Service Trust in an
                employer security as defined in Section 407(d)(1) of ERISA for
                a period of five years after the Benefit Transition Date.

      c. Ford GRP Pension Liability.

            (i) Ford Retirees.  The GRP shall retain liability for retirement
                benefits for all Ford Retirees, and shall retain all GRP assets
                with respect thereto. The benefits payable shall be based on
                the benefit provisions applicable under the GRP as of the date
                of retirement, and as may be subsequently amended. To the
                extent that such benefit is based on final average salary under
                the GRP, the GRP will take into account any base salary paid at
                Visteon while an employee as of the December 31 prior to the
                Benefit Transition Date. Ford shall amend the GRP to provide
                that Ford Retirees may be employed at Visteon after the
                Distribution Date and remain eligible to receive benefits under
                the GRP.

           (ii) Group I and Group II Employees For Pre-Benefit Transition Date
                Service. The GRP shall retain liability for retirement benefits
                of Group I and Group II Employees, but only for service through
                the Benefit Transition Date. The GRP shall recognize credited
                service (or ERISA service) of U.S. Visteon Employees under the
                Visteon Mirror GRP for purposes of eligibility to participate
                and eligibility for benefits to the same extent as if such
                credited service (or ERISA service) was earned under the GRP,
                but not for purposes of benefit calculation. The retirement
                benefits paid to Group I and Group II Employees from the GRP
                shall be based on the benefits in effect as of the retirement
                date using the final average salary of the Group I or Group II
                Employee at retirement from Visteon, giving effect to Visteon
                base salary increases after the Benefit Transition Date.
                Visteon shall reimburse Ford for the following additional
                costs: (A) the cost of benefit increases under the GRP that
                occur after the Benefit Transition Date and relate to service
                prior to the Benefit Transition Date; (B) for the effect on the
                PBO related to Group I and Group II Employees for any Visteon
                average merit salary increase which exceeds the average Ford
                merit increase by one-half percent in any given year, provided
                Visteon shall receive credit if the Visteon average merit
                salary increase is less than the average Ford merit increase by
                one-half percent in any given year; and (C) for the effect on
                the PBO related to Group I and Group II

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                Employees as a result of Visteon's implementation of any early
                separation incentive programs, provided however that Visteon
                shall receive credit if the effect of such programs reduces the
                PBO. The method of computing the reimbursements shall be as
                described on Schedules X, Y and Z. The amount of reimbursement
                shall be determined by Ford's Actuary and shall be subject to
                verification by Visteon's Actuary. If the Visteon Actuary and
                the Ford Actuary are unable to agree on a verification, they
                shall jointly designate a third independent actuary whose
                verification shall be final and binding. Ford and Visteon shall
                each pay one-half of the cost of such third actuary. The
                reimbursements shall be done annually within thirty days after
                the annual actuarial valuation of the GRP is completed by the
                Ford Actuary and verified by Visteon's Actuary. If the
                reimbursements for either Party exceeds in the aggregate $10
                million per year (relating to costs under (A), (B) and (C)
                above and under (A), (B) and (C) of Section 3.02c(ii) incurred
                in that year, but not including costs under (A), (B), and (C)
                above or under (A), (B) and (C) of Section 3.02c(ii) incurred
                in prior years) the Party with the obligation shall have the
                option to pay the obligation according to the Financial Burden
                Formula. Group I and Group II Employees who retire under the
                GRP will be eligible for the same Ford postretirement benefits,
                such as health care and life insurance and certain other Ford
                sponsored programs on the same basis as other Ford employees
                retiring at the same time.

     d.  Prorated GRP Supplements.

            (i) Early Retirement Supplement. To the extent that any Early
                Retirement Supplement is payable under the GRP to a Group I or
                Group II Employee, the amount of the total monthly benefit used
                for determining the Early Retirement Supplement shall be
                determined as follows: The amount of the total monthly benefit
                that would otherwise be used for determining the Early
                Retirement Supplement under the GRP at the time the Group I or
                Group II Employee retires shall be multiplied by a fraction,
                the numerator of which is the number of years of credited
                service, including fractions of a year, under the GRP not to
                exceed thirty years, and the denominator of which is thirty. To
                the extent that any Early Retirement Supplement is payable
                under the Visteon Mirror GRP to a Group I or Group II Employee,
                the amount of the total monthly benefit that would otherwise be
                used for determining the Early Retirement Supplement under the
                Visteon Mirror GRP at the time the Group I or Group II Employee
                retires shall be multiplied by a fraction, the numerator of
                which is thirty less the number of years (not to exceed thirty)
                of credited service, including fractions of a year, under the
                GRP to the Benefit Transition Date and the

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                denominator of which is thirty. In the event the Group I or
                Group II Employee has credited service under the GRP of thirty
                or more years as of the Benefit Transition Date, no Visteon
                Mirror Supplement shall be payable.

           (ii) Interim Supplement or Temporary Benefit.  To the extent that any
                Interim Supplement or Temporary Benefit is payable under the
                GRP to a Group I or Group II Employee, the amount of the
                Interim Supplement or Temporary Benefit as applicable, shall be
                determined by multiplying the number of years of credited
                service (not to exceed 30), including fractions of a year,
                under the GRP as of the Benefit Transition Date by the monthly
                Interim Supplement Rate, or Temporary Benefit Rate, as
                applicable, in effect at the time of retirement. To the extent
                that any Interim or Temporary Benefit is payable under the
                Visteon Mirror GRP to a Group I or Group II Employee, the
                amount of the benefit shall be shall be determined by
                multiplying the number of years of credited service (except if
                the combined Ford and Visteon service exceeds thirty, then the
                Visteon benefit shall be determined by subtracting from thirty
                years the years of Ford credited service), including fractions
                of a year, under the Visteon Mirror GRP by the monthly Interim
                Supplement Rate, or Temporary Benefit Rate, as applicable, in
                effect at the time of retirement. In the event a Group I or
                Group II Employee has credited service under the GRP of thirty
                or more years as of the Benefit Transition Date, no Visteon
                Mirror Interim Supplement or Temporary Benefit shall be
                payable.

     e.  Group II Employees Who Fail Grow-in. Except as otherwise provided by
         law, for those Group II Employees who do not continue to be employed
         by Visteon or a successor to Visteon until such time as their age and
         combined service with Ford through the Benefit Transition Date and
         with Visteon or its successor after the Benefit Transition Date would
         be sufficient to result in eligibility for retirement under the GRP,
         any benefit payable for years of service prior to the Benefit
         Transition Date shall be based on the benefit rate and final average
         salary, if applicable, in effect under the GRP on the date such
         employee breaks service under the Visteon Mirror GRP. In such event,
         such employee shall be treated as a "deferred vestee" under the GRP,
         if otherwise eligible based on combined service. Benefits for service
         at Visteon after the Benefit Transition Date shall be payable by
         Visteon.

     f.  U.S. Master Trust.  After the Transfer Date, the defined benefit plans
         of Ford Electronics and Refrigeration, LLC. ("FE&R") may continue to
         participate in the U.S. Ford Master Trust until the Benefit Transition
         Date. Visteon shall establish a U.S. Visteon Master Trust no later
         than the Benefit Transition Date and Ford shall cause the Trustee of
         the U.S. Ford

<PAGE>

                                      14

         Master Trust to transfer the assets in such U.S. Ford Master Trust
         allocable to FE&R's defined benefit plans to the trustee of the U.S.
         Visteon Master Trust. Assets shall be valued at the end of the month
         coincident with or following the Distribution Date ("Valuation Date")
         and cash or cash equivalents, or marketable securities acceptable to
         Visteon, shall be transferred within thirty (30) days thereafter,
         together with interest from the Valuation Date to the asset transfer
         date at the 90-day Treasury Bill rate on a bond equivalent yield in
         effect on the last business day of the month immediately preceding the
         asset transfer date as quoted in the Wall Street Journal. Assets
         attributable to such plans that are held outside the Ford Master Trust
         also shall be transferred to Visteon on or before the asset transfer
         date, in such form as such assets are presently held. Nothing herein
         contained shall be construed as to prohibit Ford from causing Visteon
         to transfer assets and liabilities from FE&R sponsored salaried
         defined benefit plans to Ford sponsored defined benefit plans prior to
         the Benefit Transition Date for the purpose of aligning appropriate
         liabilities with respect to the Business, provided such transfers
         comply with applicable law and result in each such FE&R salaried
         defined benefit plan having assets with a fair market value as of
         January 1, 2000 equal to the projected benefit obligation, as defined
         in SFAS No. 87, of the liabilities related to non-transferred
         participants in each such plan as of January 1, 2000. Visteon shall
         cooperate with Ford in effectuating such transfers in the period
         between the Transfer Date and the Benefit Transition Date.

3.02 U.S. Non-Qualified Retirement Plans.

     a.  Participating Subsidiary. Ford maintains the following U.S.
         non-qualified retirement plans in which certain U.S. Ford Business
         Employees who are eligible under the terms of the plans participate:
         The Benefit Equalization Plan ("BEP"), the Supplemental Executive
         Retirement Plan ("SERP") and the Executive Separation Allowance Plan
         ("ESAP") and the Select Retirement Plan ("SRP"). As of the Transfer
         Date, Visteon shall take such corporate action as is necessary to
         become a Participating Subsidiary under the SERP, ESAP and SRP and
         Ford hereby consents to such participation.

         b. Visteon Mirror NQPs. Effective on the Benefit Transition Date,
         Visteon shall establish for the benefit of the U.S. Visteon Employees
         who are otherwise eligible as of the Benefit Transition Date for a
         BEP, SERP or ESAP benefit, its own non-qualified retirement plans that
         with respect to eligible Group III Employees contain provisions that
         duplicate the benefit provisions of the BEP, SERP and ESAP as it
         pertains to service prior to the Benefit Transition Date and with
         respect to eligible Group I and Group II Employees, contains
         substantially comparable benefit provisions with respect to service
         after the Benefit Transition Date ("Visteon Mirror

<PAGE>

                                      15

         NQPs"). For eligible Group I and Group II Employees, Visteon shall be
         responsible for paying a benefit for service after the Benefit
         Transition Date under the Visteon Mirror NQPs. For eligible Group III
         Employees, the liability for any service prior to the Benefit
         Transition Date under the BEP, SERP and ESAP shall be transferred to
         the respective Visteon Mirror NQPs, and Visteon shall be responsible
         for paying a benefit based on combined service at Ford and Visteon.
         Visteon's Mirror NQPs shall recognize service at Ford for purposes of
         determining any minimum years of service to achieve eligibility for
         benefits under such plans.

         c. Ford Liability.

            (i) Ford Retirees. Ford shall retain the liability for eligible Ford
                Retirees. The benefit payable under the BEP, SERP, ESAP and SRP
                shall be based on the benefit provisions applicable under such
                plans as of the date of retirement, and as may be subsequently
                amended. To the extent such benefit is based on final average
                salary or final salary, the applicable plan will take into
                account any base salary paid at Visteon prior to the Benefit
                Transition Date. Ford Retirees may be employed at Visteon after
                the Distribution Date and remain eligible to receive benefits
                under the BEP, SERP, ESAP and SRP.

           (ii) Group I and Group II Employees for Pre-Benefit Transition Date
                Service. Ford shall retain the liability for benefits for Group
                I or Group II Employees who have attained the minimum
                Leadership Level required for such benefits as of the Benefit
                Transition Date, but only for service through the Benefit
                Transition Date. For example, a Group I or Group II Employee
                who attains Leadership Level 1 or 2 on or after the Benefit
                Transition Date shall have no benefit payable under the Ford
                ESAP. As soon as practical after the Benefit Transition Date,
                Visteon shall pay cash to Ford in an amount equal to the BEP,
                SERP and ESAP projected benefit obligation with respect to the
                eligible Group I or Group II Employees determined by the Ford
                Actuary and verified by the Visteon Actuary as of the Benefit
                Transition Date. If the Visteon Actuary and the Ford Actuary
                are unable to agree on a verification, they shall jointly
                designate a third independent actuary whose verification shall
                be final and binding. Ford and Visteon shall each pay one-half
                of the costs of such third actuary. The benefits paid to an
                eligible Group I and Group II Employee from the BEP, SERP and
                ESAP shall be based on the accrued benefits and eligibility, at
                rates in effect as of the retirement date using the final
                average salary, or final salary as applicable, of the eligible
                Group I or Group II Employee at retirement, giving effect to
                Visteon salary increases after the Benefit Transition Date.
                Visteon shall reimburse Ford for the following additional
                costs: (A) the cost of benefit increases under the BEP, SERP
                and ESAP

<PAGE>

                                      16

                that occur after the Benefit Transition Date (including changes
                in the accrual rate) and which relate to service prior to the
                Benefit Transition Date, when such increases occur; (B) for the
                effect on the PBO for any Visteon average merit salary increase
                which exceeds the average Ford merit increase by one-half
                percent in any given year provided that Visteon shall receive
                credit if the Visteon average merit salary increase is less
                than the average Ford merit increase by one-half percent in any
                given year; and (C) for the effect of the PBO as a result of
                Visteon's implementation of any early separation incentive
                programs, provided however that Visteon shall receive credit if
                the effect of such programs reduces the PBO. The method of
                computing the reimbursements shall be as described on Schedules
                X, Y and Z. The amount of reimbursement shall be determined by
                Ford's Actuary and shall be subject to verification by
                Visteon's Actuary. If the Visteon Actuary and the Ford Actuary
                are unable to agree on a verification, they shall jointly
                designate a third independent actuary whose verification shall
                be final and binding. Ford and Visteon shall each pay one-half
                of the costs of such third actuary. Such reimbursements shall
                be done annually within thirty days after the annual actuarial
                valuation of the BEP SERP and ESAP is completed by the Ford
                Actuary and verified by the Visteon Actuary. If the
                reimbursements for either Party exceeds in the aggregate $10
                million per year (relating to costs under (A), (B) and (C)
                above or under (A), (B) or (C) under Section 3.01c(ii) incurred
                in that year, but not including costs under (A), (B) and (C)
                above or under (A), (B) or (C) under Section 3.01c(ii) incurred
                in prior years), the Party with the obligation shall have the
                option to pay the obligation according to the Financial Burden
                Formula.

          (iii) Group III Employees. After the Benefit Transition Date, Ford
                shall have no liability for benefits payable to eligible Group
                III Employees with respect to service prior to the Benefit
                Transition Date.

3.03  Retiree Health Care and Retiree Life Insurance.

         Visteon shall pay the cost of providing post-retirement health and
life benefits for Group I and Group II Employees under the Ford Health and
Group Life and Disability Insurance Plan (the "Plans") ("OPEB") beginning as of
the Benefit Transition Date as provided below.

         a. Determination of Annual Cash OPEB Reimbursement. For the
            portion of 2000 that follows the Benefit Transition Date and
            for each calendar year thereafter until the OPEB liability
            for the Group I and Group II Employees is extinguished, the
            annual cash OPEB reimbursement to the Plans for any given
            year shall be an amount equal to the sum of (i) and (ii)
            where
<PAGE>

                                      17

            (i) is the estimated amount of OPEB claims paid during
                the period to the Group I and Group II Employees who
                retire after the Benefit Transition Date, together
                with their spouses or dependents, determined on the
                basis of average per contract claims costs for Ford
                salaried retirees; and

           (ii) is an allocable share of administration expenses
                based on ratio of OPEB Liability for Group I and II
                Employees to the total Ford salaried OPEB liability
                unless Ford and Visteon agree to another method.

            The Annual Cash OPEB Reimbursement shall be determined by the
            Ford Actuary; the Visteon Actuary will have the opportunity
            to verify the calculation.

         b. Pre-Funding of SFAS 106 Liability.  Visteon will establish and
            maintain a Voluntary Employees' Beneficiary Association, other
            tax-advantaged funded vehicle, such as a 401(h) medical account
            under a qualified pension plan, or a similar bankruptcy remote
            trust (collectively "VEBA") whose purpose is to reimburse the
            Plans in respect of the claims and administration costs
            described in Section 2.1 above. Visteon agrees that it will make
            a series of cash payments to the VEBA with the intent that by
            December 31, 2020 the assets in the VEBA will equal Visteon's
            balance sheet liability at the same date for OPEB benefits in
            respect of Group I and Group II Employees The cash payment to
            the VEBA shall commence no later than January 1, 2011 and shall
            be payable in advance in twelve equal monthly installments. The
            amount of cash paid to the VEBA in each year commencing no later
            than January 1, 2011 shall be an amount equal to the sum of (i),
            (ii) and (iii) where

              (i) is the Visteon SFAS 106 expense for that year as
                  computed by the Ford Actuary (and verified by the
                  Visteon Actuary) and based on assumptions used by
                  Ford for its salaried employees;

             (ii) is an allocable share of expenses as described in Section a
                  (ii) above; and

            (iii) is the amount of Visteon's OPEB balance sheet
                  liability in respect of Group I and Group II
                  Employees at the beginning of each calendar year
                  divided by the number of years remaining to December
                  31, 2020.

            Notwithstanding the above, Visteon may accelerate payments to
            the VEBA in its discretion. In the event tax law would not
            permit Visteon a current deduction for the level of funding
            described above, Visteon may make only such contributions to
            the VEBA that would be tax deductible,

<PAGE>

                                      18

            provided, however that the balance of the funding obligation which
            exceeds the permitted deduction is otherwise deposited into a
            separate trust. Visteon and Ford shall cooperate with each other to
            design, and Visteon agrees it will take necessary action to
            implement, an appropriate method approved by the Parties'
            respective auditors that would have the effect of eliminating
            Ford's FAS 106 OPEB balance sheet liability for Group I and Group
            II Employees beginning on the Benefit Transition Date. In the event
            that the tax benefits contemplated by the Parties as being
            available to Visteon with respect to prefunding of OPEB liabilities
            are not or cease to be available, Visteon and Ford agree to
            renegotiate the structure provided the new structure does not
            increase Ford's costs or jeopardize Ford's security. If Ford and
            Visteon cannot agree on a replacement structure, then Visteon will
            pay to Ford directly the payments it otherwise would have paid to
            the VEBA. Ford shall credit interest on such amount at the pretax
            rate of return on Ford's cash portfolio.

         c. Recordkeeping. In connection with administering Section 3.03
            (a) above, Ford may decide to retain a third party service to
            determine the correct amount of Visteon reimbursements
            according to the methodology set forth in this Section 3.03.
            If Ford decides to retain a third party service, Ford shall
            consult with Visteon prior to appointing a third party
            service, but Ford shall retain the right to appoint a third
            party service in its sole discretion. Ford shall pay the
            expense of such third party service and Visteon shall
            reimburse Ford for such expense.

         d. Continuation of Arrangements. The terms set forth in this
            Section 3.03 shall be in force until the last survivors and
            dependents of Group I and Group II Employees in service as of
            the Benefit Transition Date who are eligible for GRP
            retirement or OPEB benefits are deceased, or upon earlier
            termination agreed jointly by Ford and Visteon, including any
            VEBA or other arrangements or methods agreed in Section
            3.03(b) (unless the Parties' respective auditors advise that
            joint agreement to terminate would jeopardize the expected
            accounting treatment of such arrangements or methods).

         e. Ability to Substitute. The Parties may agree to substitute an
            alternative method of computing reimbursement under this
            Section 3.03. The method substituted shall have as its
            objective to produce a fair estimate of the OPEB expense and
            other reimbursement charges set forth in this Section, and
            should preserve for each Party, to the extent possible, the
            economic benefits bargained under this Section.

         f. Actuarial Verification.  If the Ford Actuary and the Visteon Actuary
            are unable to agree on a verification, they shall jointly designate
            a third independent actuary whose verification shall be final and
            binding. Ford and Visteon shall each pay one-half of the cost of
            such third actuary.

<PAGE>

                                      19


3.04  U.S Defined Contribution Retirement Plans.

         a. Participating Subsidiary.  Ford sponsors the Ford Motor Company
            Savings and Stock Investment Plan ("Ford SSIP") for the benefit of
            the employees of Ford and its participating subsidiaries and
            certain U.S. Ford Business Employees elect to participate in the
            SSIP. Effective on the Transfer Date, Visteon shall take such
            corporate action as is necessary to participate in the SSIP as a
            "Participating Subsidiary" as defined in the SSIP with respect to
            the U.S. Visteon Employees who participate in the SSIP until the
            Benefit Transition Date. Ford hereby consents to such participation
            by Visteon. Ford shall amend the SSIP to vest all U.S. Ford
            Business Employees who participate in the SSIP in the Ford matching
            contributions contained in their SSIP accounts as of the Benefit
            Transition Date.

         b. Visteon SSIP.  Effective on the Benefit Transition Date, Visteon
            shall establish its own defined contribution pension plan for the
            benefit of U.S. Visteon Employees that had participated in the SSIP
            that contains provisions substantially comparable to the SSIP,
            except that the number of investment elections may be reduced and
            the Ford Stock Fund election will be replaced with a Visteon Stock
            Fund election. The Visteon SSIP shall provide benefits related to
            contributions on or after the Benefit Transition Date. Within
            ninety days after the Benefit Transition Date, U.S. Visteon
            Employees who have accounts in the SSIP will be given a one time
            opportunity to transfer no less than the entire balance in such
            accounts to the Visteon SSIP. U.S. Visteon Employees who choose to
            continue to participate in the SSIP with respect to contributions
            made prior to the Benefit Transition Date shall be treated as
            terminated employees under the provisions of the SSIP. However, no
            distributions will be permitted until the U.S. Visteon Employee
            separates from Visteon employment or a successor employer. Plan
            loans will be permitted subject to the SSIP rules and U.S. Visteon
            Employees who have SSIP loans currently or who take new SSIP Loans
            after the Benefit Transition Date shall be issued coupon books for
            their loan repayments. Hardship withdrawals will not be permitted.

3.05  Flexible Benefits Plan.

         Visteon shall establish a Flexible Benefits Plan for the benefit of
U.S. Visteon Employees who participated in the Ford Flexible Benefits Plan
("Ford Flex Plan"), commencing on the Benefit Transition Date ("Visteon Flex
Plan"). The Visteon Flex Plan shall include health care, life and accident
insurance, health care spending account, dependent care spending account,
purchased vacation, the legal plan, vision care and financial planning on terms
identical to those provided under the Ford Flex Plan for plan year 2000, and
benefits substantially comparable thereafter, and shall be

<PAGE>

                                      20

designed to comply with the requirements of Code Section 125 with respect to
those benefits that are eligible to be included in a Section 125 arrangement.
For plan year 2000, Visteon shall make available to U.S. Visteon Employees who
participated in the Ford Flex Plan at least the same amount of FCA dollars and
Bonus Flex Dollars as was made available under the Ford Flex Plan. For plan
years commencing 2001 through 2003, Visteon shall make available to U.S.
Visteon Employees who participated in the Ford Flex Plan at least the same
amount of FCA dollars as was available under the Ford Flex Plan and the amount
of Bonus Flex Dollars shall be determined on the basis of the same formula as
was applicable under the Ford Flex Plan, but shall be based on Visteon's before
tax return on sales.

3.06  Salaried Income Security Plan.

         As of the Transfer Date, Visteon shall become a participating
subsidiary under the Ford Salaried Income Security Plan ("SISP"), and Ford
hereby consents to such participation. Effective on the Benefit Transition
Date, Visteon shall adopt its own severance plan with terms substantially
comparable to those under the Ford SISP. Ford's limit on liability under the
SISP shall be reduced prorata by the number of U.S. Global Visteon Employees.
Effective as of the Transfer Date, Visteon shall assume the liability for any
U.S. Visteon Business Employee who is receiving benefits under the Ford SISP.
Ford shall retain the responsibility for paying such benefit payments and
continuing any applicable insurance under the Ford SISP, and Visteon shall
reimburse Ford annually for any such cost.

3.07  Annual Incentive Compensation Plan.

         Global Visteon Employees who are otherwise eligible to participate in
the Ford Annual Incentive Compensation Plan ("FAICP") shall continue to be
eligible to participate under the same terms applicable to Ford employees after
the Distribution Date through December 31, 2000, with awards for 2000 payable
in March, 2001, provided that the pro forma award amounts, adjusted for Ford
performance, under the FAICP for such Global Visteon Employees shall equal 50%
of the adjusted target amounts. Adjustments for individual performance may be
made to the extent of 50% of the amount of the Extraordinary Contribution Fund
that would normally be allocated to the Visteon Employees. Visteon shall
reimburse Ford for any amounts paid to Global Visteon Employees for 2000 under
the FAICP. Visteon shall establish an interim bonus program for the remainder
of 2000 following the Distribution Date for these Global Visteon Employees. If
the Distribution Date occurs prior to January 1, 2001, Visteon shall adopt a
Visteon Annual Incentive Compensation Plan ("VAICP"), subject to stockholder
approval effective January 1, 2001. The Global Visteon Employees who were
otherwise eligible to participate under the FAICP shall be eligible to
participate under the VAICP. If the Distribution Date occurs on or after
January 1, 2001, the Parties shall agree to alternate arrangements.

<PAGE>

                                      21

3.08  Stock Option and Performance Stock Rights Programs.

         a. Ford Stock Option and Performance Stock Rights Programs.  Ford
            Business Employees who are eligible to participate in the Ford 1998
            Long-Term Incentive Plan ("FLTIP") shall be eligible for grants of
            Ford stock options in March, 2000. In general, any options granted
            in March, 2000 or in prior years under the FLTIP and the Ford 1990
            Long-Term Incentive Plan to Ford Business Employees who become
            Visteon Employees continue and shall accrue until five years after
            the Distribution Date (provided that the Ford Business Employee had
            remained an employee of Ford or its Subsidiaries for at least three
            months after the date the option was granted) unless the option
            expires earlier or such employee's employment with Visteon
            terminates (other than due to disability, death or retirement with
            Visteon approval). Outstanding Ford Options designated as
            "incentive stock options" held by Visteon Employees will retain
            their tax attributes only if exercised within three months after
            the Distribution Date. Subject to approval of the Ford Compensation
            and Option Committee, Ford Retirees who received option grants in
            March, 2000 while employed by Ford but who retired from Ford prior
            to the date six months after the option grant date, shall be
            treated in accordance with the immediately preceding sentence with
            respect to those grants. Ford Business Employees who are eligible
            to participate under the FLTIP shall be eligible for grants of Ford
            Performance Stock Rights ("FPSRs") in the first quarter of 2000.
            Any grants of FPSRs to an eligible Ford Business Employee shall
            continue to be earned out and shall be paid out under the FLTIP as
            if such employee were still employed at Ford unless such employee's
            employment at Visteon terminates.

         b. Visteon Stock Option and Performance Stock Rights Programs.  Visteon
            shall adopt a Visteon Long-Term Incentive Plan ("VLTIP"), subject
            to stockholder approval and regulatory restrictions. The Visteon
            Employees who were otherwise eligible to participate under the
            FLTIP shall be eligible to participate under the VLTIP in those
            countries where it is practicable based on the number of employees
            and difficulty and cost to comply with regulatory requirements.
            Visteon shall make grants of Visteon stock options under the VLTIP
            to eligible Visteon Employees in March 2001, and shall make grants
            of Performance Stock Rights to eligible Visteon Employees in March,
            2001.

3.09  U.S. Performance Bonus Plan.

         U.S. Global Visteon Employees who are otherwise eligible to
participate in the U.S. Ford Performance Bonus Plan ("FPBP") shall continue to
be eligible to participate under the same terms as applicable to Ford Employees
after the Distribution Date through December 31, 2000, with awards for 2000
payable in March, 2001.

<PAGE>

                                      22

Visteon shall reimburse Ford for any amounts paid to
U.S. Global Visteon Employees for 2000 under the FPBP. If the Distribution Date
occurs prior to January 1, 2001, Visteon shall adopt a Visteon Performance
Bonus Plan ("VPBP") effective January 1, 2001. The U.S. Global Visteon
Employees who were otherwise eligible to participate under the FPBP shall be
eligible to participate under the VPBP. If the Distribution Date occurs on or
after January 1, 2001 or later, the Parties shall agree to alternate
arrangements.

3.10  U.S. Deferred Compensation Plan.

         Ford shall request the Ford Compensation and Option Committee to
approve effective as of the Transfer Date the participation of U.S. Visteon
Employees in the Ford Deferred Compensation Plan ("FDCP") and ability to make
new deferral elections under the FDCP until the pay ending immediately prior to
the Distribution Date. Visteon shall adopt a Visteon Deferred Compensation Plan
("VDCP") effective on the Distribution Date, and shall offer as an investment
option a Visteon Stock Fund. Any deferral of compensation on or after the
Distribution Date shall be made under the VDCP, even if the election to defer
was made prior to the Distribution Date, and unless the participant changes
his/her investment options for any such deferral, the VDCP shall honor any
investment elections that were in effect under the FDCP for such class year and
type of compensation to the extent the VDCP has the same investment choices. If
a U.S. Visteon Employee had made deferrals under the FDCP prior to the
Distribution Date, the book entry account balance of such employee's deferred
compensation account in the FDCP, valued as of 5:00 P.M. EST on the
Distribution Date, shall be transferred to the VDCP as of the Distribution Date
("Transferred Accounts"). The Transferred Account balances may not be
immediately available for further transfer to VDCP investment options until
account balances have been properly verified by the plan administrators.
Visteon shall cause the VDCP to offer a Ford Stock Fund investment option for
those Transferred Accounts that had deferrals based on the FDCP Ford Stock Fund
as of the Distribution Date, but the VDCP Ford Stock Fund shall be a "sell"
only fund, and would not be available for any new deferrals or redesignations
into such fund from other funds or for credits based on dividend earnings.
Visteon shall assume the liability with respect to the Transferred Accounts and
shall be responsible for making any subsequent distributions in the form
specified by the participant while employed by Ford from the Transferred
Accounts. If Visteon is unable to make distributions from the Transferred
Accounts at the end of any applicable deferral period due to insolvency or
otherwise, Ford shall make the appropriate distributions. Ford shall have no
responsibility with respect to any other VDCP accounts.

3.11  Non-U.S. Benefit Plans and Programs.

         Unless provided otherwise in Schedule 3.11 attached hereto, Global
Ford Business Employees who participate in benefit plans and programs sponsored
by non-U.S. Subsidiaries or Affiliates of Ford, shall transition to the benefit
plans and programs of the non-U.S subsidiaries of Visteon as of the Benefit
Transition Date, except with respect to retirement liabilities as provided in
the next sentence. Ford shall retain liabilities for non-U.S. Ford Retirees as
of the Benefit Transition Date and Visteon shall

<PAGE>

                                      23

assume liabilities for non-U.S. Visteon Employees with appropriate asset
transfers from funded plans. To the extent there are any benefit plans or
programs which are unfunded or underfunded, Visteon shall assume the liability
for the benefit payments in respect of the non-U.S. Visteon Employees and Ford
shall retain the liability for non-U.S. Ford Retirees.

3.12  Non-Embedded Plans.

         Notwithstanding anything herein to the contrary, to the extent that
Ford has a Subsidiary or Affiliate that maintains pension, savings and or
welfare benefit plans separate and apart from the Ford plans, and such
Subsidiary or Affiliate becomes a subsidiary or affiliate of Visteon pursuant
to the Master Transfer Agreement, the plans of such Subsidiary or Affiliate
shall remain the responsibility of such Subsidiary or Affiliate, and no
division or allocation of such plans will occur as a result of such transfer on
the Transfer Date. After the Distribution Date, Ford shall have no
responsibility attributable to a parent corporation with respect to such plans,
except as otherwise may be required by law.

3.13  Future Benefit Changes.

         Nothing contained herein shall be construed to prohibit Ford or its
Subsidiaries or Affiliates from amending, terminating or otherwise modifying
the terms of employee benefit plans or programs applicable to Global Visteon
Employees, Ford Retirees or Visteon Retirees, except as may otherwise be
provided by applicable law. Except as otherwise specifically provided herein or
by applicable law, no Global Visteon Employee, Ford Retiree or Visteon Retiree
shall have any vested right to any employee benefit plan or program sponsored
by Ford or its Subsidiaries or Affiliates. Except as provided in Sec.
3.01(b)(vi), and as may be provided by applicable law, nothing in this
Agreement shall prohibit Visteon or its subsidiaries or affiliates from
amending, modifying or terminating benefit plans or programs applicable to
Global Visteon Employees, Visteon Retirees or any other Visteon retirees or
employees.


                                   Article IV

                                Vehicle Programs


4.01  U.S. Lease and Evaluation Programs.

         Except as specifically provided herein, participation of the U.S.
Global Visteon Employees in Ford's U.S. Lease and Evaluation Vehicle Program
shall be terminated as of the Distribution Date. U.S. Global Visteon Employees
who participate in such programs shall be given a reasonable period of time
after the Benefit Transition Date not to exceed sixty (60) days or such other
time as the Parties mutually agree, to either

<PAGE>

                                      24

purchase the vehicles leased or assigned to them or to return them to Ford, or
Ford's agents as provided below ("Vehicle Transition Period"). During the
Vehicle Transition Period, Ford shall offer for sale to each lessee and
assignee of such vehicles as are presently leased to such lessee or assignee
under the terms of Ford's Used Vehicle Purchase ("B") Plans, or to continue a
lease under the terms of the Ford Credit's Red Carpet Lease Plan, subject to
credit evaluation and dealer acceptance. In the event a lessee or assignee of a
lease or evaluation vehicle declines to purchase or continue to lease such
vehicle within the Vehicle Transition Period, the lessee or assignee shall
return such vehicle to its original servicing garage. Visteon shall collect, or
shall cause its subsidiaries or affiliates to collect, the applicable lease fee
from the Global U.S. Visteon Employees for such lease vehicles during the
Vehicle Transition Period. Visteon shall reimburse Ford in cash on a monthly
basis, within ten days of the last day of the month, an amount equal to (i) the
aggregate amount on the monthly lease fees for lease vehicles owed by U.S.
Global Visteon Employees and (ii) the aggregate amount of the monthly
evaluation vehicle fees, determined on the same basis as if the evaluation
vehicles were lease vehicles, and paid by Visteon. U.S. Ford Retirees shall
continue to be eligible to participate in Ford's U.S. Lease and Evaluation
Vehicle Programs according to the terms of such programs. Group I and Group II
Employees shall be eligible to participate in Ford's U.S. Lease and Evaluation
Vehicle Programs, if otherwise eligible under the terms of such Programs, on
the same terms as a Ford Retiree upon their retirement from Visteon or its
subsidiaries or affiliates.

4.02  Non-U.S. Lease and Evaluation Programs.

         Participation of the Global Visteon Employees in Ford's Non-U.S. Lease
and Evaluation Programs shall terminate as of the Distribution Date, or such
other date as the Parties may agree. Ford shall cooperate with Visteon in
providing appropriate transition services comparable to those described in
Section 4.01 with respect to the U.S. Lease and Evaluation Programs.

4.03  Vehicle Purchase Plans.

         U.S. Global Visteon Employees shall be permitted to participate in
Ford's Vehicle Purchase Plan consisting of the "A Plan" indefinitely. After the
Distribution Date, U.S. Global Visteon Employees shall not be eligible to
participate in Ford's "B Plan" (except as provided above in Section 4.01).
After the Distribution Date, U.S. Global Visteon Employees shall not be
eligible to nominate purchasers under the "X-Plan". Ford Retirees shall
continue to be eligible to participate in such plans after the Distribution
Date according to the terms of such plans.

4.04  U.S. Surviving Spouse Car Programs.

         Visteon shall not be required to provide a benefit substantially
comparable to the U.S. Surviving Spouse Car Program after the Benefit
Transition Date. Ford shall have no responsibility to provide a benefit under
the U.S. Surviving Spouse Car Program to a spouse of any U.S. Global Visteon
Employee who dies after the Distribution Date.

<PAGE>


                                      25


                                   Article V

                           U.S. Workers Compensation


         Visteon shall assume all liability for workers' compensation claims,
damages, expenses, liabilities or administrative expenses of any kind
whatsoever, related to U.S. Ford Business Employees regardless of when filed or
reported effective as of the Transfer Date. Visteon shall indemnify and hold
Ford harmless in respect of any such claims paid by Ford on Visteon's behalf
under any insured or self insured program operated by Ford. Effective on the
Distribution Date, and at such time as may be required thereafter, Visteon
shall transfer to Ford any reserves established in connection with claims which
applicable state workers' compensation laws require Ford to continue to pay on
behalf of Visteon. Effective on the Distribution Date, Ford shall transfer to
Visteon any reserves established in connection with claims for which Visteon
assumes payment responsibility to the extent allowed by state law and to the
extent such reserves are not reflected on Visteon's balance sheet. Where
transfer of claim liability is prohibited by state law, Ford will continue to
pay such claims on Visteon's behalf and shall be reimbursed by Visteon as
described herein. Effective on 12:01 a.m. on the Distribution Date, Visteon
shall cease to be covered by any of the workers compensation liability
insurance policies sponsored by Ford or any self insurance program of Ford
applicable to the U.S. Ford Business Employees for injuries or occupational
disablements occurring subsequent to the Distribution Date. Visteon shall
assume responsibility for its allocable share of future retrospective premium
adjustments for periods preceding the Distribution Date. Visteon shall take all
steps necessary under applicable law to provide workers compensation coverage
on or after the Distribution Date, either through self-insurance where
permissible under state law or by the purchase of insurance. Visteon shall
notify state and federal regulatory agencies of the above. Visteon shall
cooperate with Ford in obtaining the return or release of all bonds, letters of
credit, securities, indemnifications, cash or other assets given by Ford to any
state or federal agency in connection with workers compensation self-insurance
with respect to U.S. Ford Business Employees, and to the extent required by any
state or federal agency, post its own bonds, letters of credit,
indemnifications, securities, cash or other assets in substitution therefor.


                                   Article VI

                              Employee Liabilities


         Effective as of the Transfer Date, and except as otherwise provided
under the terms of this Agreement, Visteon will assume, and agrees to perform,
the debts, liabilities, guarantees, contingencies and obligations of Ford,
whether asserted or

<PAGE>

                                      26

unasserted, fixed or contingent, accrued or unaccrued, known or unknown, and
howsoever arising, relating to the Global Visteon Employees. Ford shall
transfer any funded or unfunded reserves it may maintain with respect to such
liabilities, unless such reserves are reflected on the Visteon Balance Sheet.


                                  Article VII

                                Indemnification


7.01  Visteon Indemnity.

         Visteon shall indemnify Ford against and agrees to hold it harmless
from any and all damage, loss, claim, liability and expense (including without
limitation, reasonable attorneys' fees and expense in connection with any
action, suit or proceeding brought against Ford) incurred or suffered by Ford
arising out of (i) breach of any agreement made by Visteon hereunder; (ii) any
claim by a Global Visteon Employee (or such employee's dependents or
beneficiaries) arising out of or in connection with the operation,
administration, funding or termination of any of Visteon's employee benefit
plans or programs or the employee benefit plans or programs of a Visteon
subsidiary or affiliate, whenever made, including, without limitation, claims
made to the PBGC, the DOL, or the IRS; or (iii) employment claims of Global
Visteon Employees whenever made based on conditions or actions arising prior to
or after the Transfer Date, except as provided in Section 7.02 below (iii).

7.02  Ford Indemnity.

         Ford shall indemnify Visteon against and agrees to hold it harmless
from any and all damage, loss, claim, liability and expense (including without
limitation, reasonable attorneys' fees and expenses in connection with any
action, suit or proceeding brought against Visteon) incurred or suffered by
Visteon (i) arising out of breach of any agreement made by Ford hereunder; (ii)
any claim made by a Global Visteon Employee (or such employee's dependents or
beneficiaries) arising out of or in connection with the operation,
administration, funding or termination of any of the benefit plans or programs
sponsored by Ford (excluding any programs sponsored by Ford subsidiaries that
have been transferred to Visteon), whenever made, including, without
limitation, claims made to the PBGC, DOL or the IRS; or (iii) employment claims
of Global Visteon Employees that arise prior to or after the Transfer Date
where the liability, if any, is primarily the result of and arising from
conduct of a Ford supervisor or manager not employed by the Business (as
opposed to the actions or inaction of Visteon or its subsidiaries or
affiliates).


<PAGE>

                                      27


7.03  Procedure for Indemnity.

         The procedure for indemnification under this Section 7 shall be the
same procedure as set forth in Section 7(C) through (j) of the Master Transfer
Agreement and shall be incorporated herein by reference.

7.04  Assumption of Liability.

         As of the Transfer Date, Visteon will assume liability and
responsibility for all pending employment litigation by Global Ford Business
Employees transferred to Visteon pursuant to the terms hereof that relate to
the Business, provided, however that Visteon shall not assume any obligation or
liability and Ford with respect to the following litigation: Michael Jones et
al v. Ford Motor Company filed on June 9, 1993 in U.S. District Court, District
of Minnesota, regarding discrimination allegations. With respect to those cases
assumed, Visteon will have sole responsibility for deciding how to defend the
claims (e.g., whether to settle or litigate).


                                  Article VIII

                                 Miscellaneous

8.01  Dispute Resolution.

         If a dispute arises between the Parties relating to this Agreement,
the following procedure shall be implemented except that either Party may seek
injunctive relief from a court where appropriate in order to maintain the
status quo while this procedure is being followed:

          (a) Initial Meeting. The Parties shall hold a meeting promptly,
              attended by persons with decision-making authority regarding the
              dispute, to attempt in good faith to negotiate a resolution of
              the dispute; provided, however, that no such meeting shall be
              deemed to vitiate or reduce the obligations and liabilities of
              the Parties or be deemed a waiver by a party hereto of any
              remedies to which such Party would otherwise be entitled.

          (b) Mediation. If, within thirty (30) days after such meeting, the
              Parties have not succeeded in negotiating a resolution of the
              dispute, they agree to submit the dispute to mediation in
              accordance with the then-current Model Procedure for Mediation of
              Business Disputes of the Center for Public Resources and to bear
              equally the costs of the mediation. The Parties will jointly
              appoint a mutually acceptable mediator, seeking assistance in
              such regard from the Center for Public Resources if they have
              been unable to agree upon such

<PAGE>


                                      28

              appointment within twenty (20) days from the conclusion of the
              negotiation period.

         (c)  Arbitration. The Parties agree to participate in good faith in
              the mediation and negotiations related thereto for a period of
              thirty (30) days. If the Parties are not successful in resolving
              the dispute through the mediation, then the Parties agree to
              submit the matter to binding arbitration in accordance with the
              Center for Public Resources Rules for Non-Administered
              Arbitration, by a sole arbitrator.

         (d)  Procedure.  Mediation or arbitration shall take place in the City
              of Dearborn, Michigan. Equitable remedies shall be available in
              any arbitration. Punitive or exemplary damages shall not be
              awarded. This clause is subject to the Federal Arbitration Act, 9
              U.S.C.A. Section 1 et seq., or comparable legislation in non-U.S.
              jurisdictions, and judgment upon the award rendered by the
              arbitrator, if any, may be entered by any court having
              jurisdiction thereof.

8.02  Assignment.

         This Agreement has been executed in consideration of the Parties
involved and therefore may not be assigned or transferred to a third party
without the prior written consent of the other Party. This Agreement will be
binding on the agreed successors to or assignees of either Party. In no event
will a Party be released from their indemnity obligations without the prior
written consent of the other Party.

8.03  Entire Agreement, Amendment, Waiver.

         This Agreement embodies the entire agreement of the Parties and
supersedes any other agreements or understandings between them, whether oral or
written, relating to this subject matter. In the event of a conflict between
this Agreement and any other agreement between or among any of the Parties with
respect to the subject matter hereof, this Agreement shall control. No
amendment or modification or waiver of a breach of any term or condition of
this Agreement shall be valid unless in a writing signed by each of the
Parties. The failure of either Party to enforce, or the delay by either of them
in enforcing, any of its respective rights under this Agreement will not be
deemed a continuing waiver or a modification of any rights hereunder and either
Party may, within the time provided by applicable law and consistent with the
provisions of this Agreement, commence appropriate legal proceedings to enforce
any or all of its rights.

8.04  Notices.

         Any notice or other communication hereunder must be given in writing
and either (a) delivered in person, (b) transmitted by facsimile transmission
or other telecommunications mechanism, (c) sent by a nationally recognized

<PAGE>

                                      29

overnight courier service (delivery charges prepaid) or (d) sent by registered
or certified mail (postage prepaid, return receipt requested) as follows:

         If to Ford:
                           Ford Motor Company
                           Henry Ford II World Center
                           The American Road
                           Dearborn, Michigan 48121-1899
                              Attention: Secretary
                              Fax: (313) 248-7036

         If to Visteon:

                            Visteon Corporation
                            5500 Auto Club Drive
                            Dearborn, Michigan 48126
                              Attention:  General Counsel
                              Fax: (313) 390-2718

         All notices personally delivered shall be deemed received on the date
         of delivery. Any notice sent via facsimile transmission shall be
         deemed received on date shown on the confirmation advice. Any notice
         by registered or certified mail shall be deemed to have been given on
         the date of receipt or refusal thereof. The date of any notice by
         overnight courier service shall be the date the airbill is signed by
         the recipient. Any Party may change its address for the receipt of
         notices by giving Notice thereof to the other.

8.05  Partial Invalidity.

         Any provision of this Agreement which is found to be invalid or
unenforceable by any court in any jurisdiction will, as to that jurisdiction,
be ineffective to the extent of such invalidity or unenforceability, and the
invalidity or unenforceability of such provision will not affect the validity
or enforceability of the remaining provisions hereof.

8.06  Title and Headings.

         Titles and headings of Sections and Subsections of this Agreement are
for convenience only and will not affect the construction of any provision of
this Agreement.

8.07  Negotiated Terms.

         The Parties agree that the terms and conditions of this Agreement are
the result of negotiations between the Parties and that this Agreement will not
be construed in favor of or against any Party by reason of the extent to which
any Party or its professional advisors participated in the preparation of this
Agreement.

<PAGE>

                                      30

8.08  Counterparts.

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

8.09  Governing Laws.

         This Agreement is governed by the internal laws of the State of
Michigan.

8.10  Third Party Beneficiaries.

         This Agreement is for the sole benefit of the Parties hereto and no
third party may claim any right, or enforce any obligation of the Parties,
hereunder.

8.11  Relationship.

         Nothing contained in this Agreement will be construed to make any of
the Parties partners, principals, agents or employees of the other, except as
explicitly provided. None of the Parties will have any right, power or
authority, express or implied, to bind any of the other Parties. For purposes
of this Agreement, Affiliate means any individual, partnership, corporation,
limited liability company, trust, or other entity directly or indirectly,
through one or more intermediaries, controlling, controlled by or, under common
control with a Party.

8.12  Good Faith and Fair Dealing.

         In entering into this Agreement, the Parties each acknowledge and
agree that all aspects of the relationship among the Parties contemplated by
this Agreement, including the performance of all obligations under this
Agreement, will be governed by the fundamental principle of good faith and fair
dealing.

8.13  Consents, Approvals and Requests.

         Except as specifically set forth in this Agreement, all consents and
approvals to be given by any of the Parties or any of its respective Affiliates
under this Agreement will not be unreasonably withheld or delayed.

8.14  Further Assurances.

         The Parties will execute such further assurances and other documents
and instruments and do such further and other things as may be necessary to
implement and carry out the intent of this Agreement.


<PAGE>

                                      31

8.15. Sale of Visteon Business.

         If Visteon sells all or part of the assets comprising the Business
after the Distribution Date, and transfers Global Visteon Employees to a
successor employer in connection with the sale of such Business assets, Visteon
shall attempt to negotiate in good faith with the successor employer provisions
with respect to benefit comparability and pension security no less favorable
than those set forth in Section 2.04 and Section 3.01 b.(vi).

            IN WITNESS WHEREOF, the Parties hereto have duly executed
this Agreement as of the day and year first above written.


FORD MOTOR COMPANY                           VISTEON CORPORATION


By:                                          By:
  ---------------------------------             ------------------------------

Title:                                       Title:
     ------------------------------                ---------------------------