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                                                                   EXHIBIT 10.28

                      HOURLY EMPLOYEE CONVERSION AGREEMENT

         This Agreement relating to certain employment and labor matters and
employee benefit plans ("Hourly Employee Conversion Agreement") dated effective
as of December 22, 2003 is made and entered into by and among Visteon
Corporation, a Delaware corporation ("Visteon") and Ford Motor Company, a
Delaware corporation ("Ford").

                                    RECITALS

         1.       Visteon employs directly approximately 584 U.S. hourly
employees ("Visteon Employees") who are engaged in the business of manufacturing
and assembling automotive parts and services ("Visteon Business").

         2.       The Visteon Employees are represented by the International
Union, United Automobile Aerospace and Agricultural Implement Workers of
America, UAW and its affiliated Locals 228, 400, 600, 723, 737, 845, 849, 892,
898, 1111, 1216, and 1895 (collectively, "UAW" or the "Union") and are covered
under the terms and conditions of the Visteon-UAW Collective Bargaining
Agreement dated June 29, 2000, and any extensions or successor agreements and
various local agreements by and between Visteon and the UAW ("Visteon CBA").

         3.       Pursuant to the terms of a Memorandum of Understanding dated
as of September 15, 2003 by and between the UAW, Ford and Visteon, the Parties
thereto agreed that all Visteon Employees hired during the term of the 1999-2003
UAW-Ford Collective Bargaining Agreement would be deemed to be "Ford Employees"
and would be covered in all respects by successive UAW-Ford National Agreements
so long as they remain Ford Employees and during their retirement.

         4.       Accordingly, the Parties desire that Visteon transfer to Ford
the Visteon Employees as of the Transition Date as hereafter defined and the
Transferred Employees shall become immediately subject to the terms and
conditions of the collective bargaining agreement effective as of September 15,
2003 by and between Ford and the UAW ("Ford CBA").

         5.       Pursuant to the terms of the Amended and Restated Hourly
Employee Assignment Agreement dated as of April 1, 2000 by and between Visteon
and Ford, and as such agreement may be further amended ("Assignment Agreement"),
the Visteon Employees will be assigned to work in the Visteon Business unless
otherwise deployed by Ford. If assigned to Visteon, Transferred Employees will
be considered "Ford Assigned Employees" as defined in the Assignment Agreement
or as defined in any amendments, whether now or in the future, to such
Agreement.

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                                     - 2 -

                                    AGREEMENT

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

                                    ARTICLE I

                                  DEFINITIONS

         Unless otherwise defined herein, the capitalized terms used herein
shall have the following meanings:

         1.01     "EMPLOYEE CENSUS" shall mean the employee census described in
                  Section 2.01.

         1.02     "GOVERNANCE COUNCIL" shall mean the governance council
                  established pursuant to Section 6 of the Relationship
                  Agreement between Ford and Visteon to be dated subsequent to
                  the date of this Agreement, or if not executed, the Governance
                  Council shall mean those persons with decision-making
                  authority regarding the dispute.

         1.03     "INSURANCE CONVERSION DATE" shall mean January 1, 2004, at
                  12:01 a.m.

         1.04     "TRANSFERRED EMPLOYEES" SHALL MEAN

                  (i)      Active Visteon Employees as defined in Section
                           1.06(i) who are transferred to Ford pursuant to the
                           terms hereof and who are at work on the day
                           immediately prior to the Transition Date including
                           those on contractual paid time off (i.e., Jury Duty
                           Pay, Bereavement Pay, Short Term Military Pay,
                           Vacation Pay and Paid Holiday);

                  (ii)     Inactive Visteon Employees as defined in Section
                           1.06(ii) who are transferred pursuant to the terms
                           hereof, whether or not they return to active
                           employment;

                  (iii)    Visteon Employees who have a break in seniority but
                           who are subsequently restored to seniority, with or
                           without filing a grievance, shall be included as a
                           Transferred Employee on the date such seniority is
                           restored, and the Insurance Conversion Date shall be
                           the first of the month following the date seniority
                           is restored; and

         1.05     "TRANSITION DATE" shall mean December 22, 2003, or such other
         time as provided under the terms of this Agreement with respect to an
         individual employee.

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                                     - 3 -

         1.06     "VISTEON EMPLOYEES" SHALL MEAN

                  (i)      U.S. persons represented by the Union, who have
                           seniority status under the Visteon CBA as of the day
                           immediately prior to the Transition Date, who are
                           full-time employees, and who are actively at work at
                           Visteon on the day immediately prior to the
                           Transition Date including those on contractual paid
                           time off with reinstatement rights (i.e., Jury Duty
                           Pay, Bereavement Pay, Short Term Military Pay,
                           Vacation, Paid Holiday), and those on reduced or
                           alternate work schedules ("Active Visteon
                           Employees"); and

                  (ii)     U.S. persons represented by the Union on full time
                           status who are not at work at Visteon the day
                           immediately prior to the Transition Date but who have
                           retained seniority status under the Visteon CBA and
                           who, under the terms of the Visteon CBA, are entitled
                           to reinstatement on return to employment, including
                           those on leave of absence, layoff status, workers'
                           compensation leave or long term disability leave
                           ("Inactive Visteon Employees"). For avoidance of
                           doubt, Inactive Visteon Employees shall not include
                           Visteon employees without reinstatement rights such
                           as former Visteon employees who have terminated
                           service by quit, death or probationary layoff.

                                   ARTICLE II

                            EMPLOYMENT RESPONSIBILITY

         2.01     EMPLOYEE CENSUS.

         An employee census is attached as Schedule 2.01 ("Employee Census").
The Employee Census sets forth:

         (i)      a list of all Active Visteon Employees by name and social
                  security number;

         (ii)     a list of all Inactive Visteon Employees by name and social
                  security number;

         (iii)    the job classification of each Visteon Active or Inactive
                  Employee;

         (iv)     the Visteon Service Date of each Visteon Active or Inactive
                  Employee;

         (v)      the wage rate applicable to each Visteon Active or Inactive
                  Employee; and

         (vi)     the reason for any absence of any Visteon Inactive Employee
                  and the date any leave expires.

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                                     - 4 -

         Visteon shall revise the Employee Census as of the Transition Date to
reflect any applicable changes. The revised Employee Census shall be delivered
to Ford within ten days of the Transition Date.

         2.02     EMPLOYMENT TRANSFER AND TERMS OF EMPLOYMENT.

         Visteon shall transfer the employment of Visteon Employees to Ford
effective as of the Transition Date and such employees shall become Transferred
Employees effective on the Transition Date. On such date, the Transferred
Employees shall be subject to the terms and conditions of the Ford CBA.

         2.03     SENIORITY.

         Ford shall recognize Visteon seniority under the Visteon CBA earned as
of the Transition Date as if such seniority were seniority under the Ford CBA.
Ford shall recognize Visteon service for all purposes under the Ford- UAW
benefit plans as if such service were Ford service, assuming Ford receives
appropriate benefit asset transfers from Visteon as described in Article III.

         2.04     TRANSPARENCY.

         Except as otherwise provided in this Agreement, for all purposes under
the Ford CBA, Ford shall recognize the Transferred Employee's employment history
at Visteon, including, but not limited to attendance, discipline, vacation
records and all other types of employment records or transactions with respect
to a Transferred Employee, as if the Transferred Employee had been covered
under the Ford CBA since the date of hire at Visteon.

         2.05     GRIEVANCES.

         All unresolved grievances pertaining to Visteon Employees as of the
Transition Date shall be processed to conclusion under the terms of the Visteon
CBA. Ford and Visteon shall consult with each other concerning cases that may
establish precedents with respect to the interpretation of each other's
collective bargaining agreements. A former Visteon employee who filed a
grievance over a discharge prior to the Transition Date and who is ultimately
reinstated to work pursuant to the Visteon grievance procedure after the
Transition Date shall be reinstated as a Transferred Employee. The Insurance
Conversion Date for such an employee shall be the first day of the month
following the reinstatement date. While the grievance is pending, Visteon shall
retain full responsibility for such former Visteon employee for all purposes to
the extent provided in the Visteon CBA.

         2.06     JOINT PROGRAMS.

         Any local training fund balances accrued under the Visteon CBA as of
the Transition Date shall continue to be used for the employees of the plant,
regardless of whether they are Transferred Employees, employees of Ford assigned
to Visteon under the Assignment Agreement or employees hired by Visteon after
the Transition Date (to

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                                     - 5 -

the extent permitted under any applicable CBA), as agreed by the UAW-Ford NEDTEC
Joint Governing Body.

         2.07     EMPLOYMENT AND MEDICAL RECORDS.

                  (a)      EMPLOYMENT RECORDS. Visteon shall transfer to Ford
                           any employment records of any kind related to the
                           Transferred Employees as soon as practicable after
                           the Transition Date. To the extent that any state
                           law requires employee consent to such transfer, the
                           Parties shall use their respective best efforts to
                           obtain employee consent to such transfer. Employee
                           records shall remain in the physical custody of the
                           appropriate Visteon hourly labor supervisors at the
                           plants where the Visteon Employees are assigned to
                           work as of the Transition Date. In the event a
                           Transferred Employee is reassigned to a non-Visteon
                           location, Visteon shall cause the employment records
                           to be transferred to the receiving location as soon
                           as practicable following the reassignment.

                  (b)      MEDICAL RECORDS. For purposes of this Section (b), a
                           "medical record" shall include, but is not limited
                           to, reports, histories and physicals, progress notes,
                           and other patient information (e.g., x-rays and
                           x-ray readings, medical surveillance examinations,
                           laboratory reports, operative reports, consultations,
                           etc.). The medical record may be maintained in hard
                           copy and/or on computerized systems.

                           Visteon confirms that all Visteon Employees received
                           a post-offer preplacement health assessment prior to
                           hire at Visteon and that the assessment, the
                           equivalent of a Ford post-offer preplacement screen,
                           included the following: Medical history, height,
                           weight, blood pressure, pulse, full visual acuity,
                           urine testing for sugar and albumin, urine drug
                           testing and physical examination. Ford shall not
                           require a post-offer pre-placement screen for a
                           Transferred Employee.

                           Visteon shall conduct exit health assessments for all
                           Transferred Employees enrolled in a medical
                           surveillance program prior to the Transferred
                           Employee leaving the Visteon facility to return to a
                           Ford facility. Transferred Employees whose most
                           recent assessments were conducted more than six
                           months before the date of return to the Ford facility
                           shall be given an exit health assessment for the
                           medical surveillance program(s) that they were
                           enrolled in.

                           For the period that the Transferred Employee
                           continues to work at the Visteon facility, the
                           medical record will be retained at the Visteon
                           location but Ford shall have access to such record as

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                                     - 6 -

                           reasonably required. If the Transferred Employee
                           transfers from a Visteon location to a Ford location
                           after the Transition Date, the Visteon location will
                           retain the original medical record. Visteon will copy
                           the entire medical record that is hard copy and send
                           to Ford within thirty (30) days of the transfer. Ford
                           will incur any reasonable costs associated with the
                           copying and mailing of the medical record. In
                           addition, upon request of the Ford location, Visteon
                           will provide Ford with a copy of the computerized
                           record if available. Ford will incur any reasonable
                           costs associated with the copying and mailing of the
                           computerized medical record.

                                  ARTICLE III

                             EMPLOYEE BENEFIT PLANS

         3.01     DEFINED BENEFIT PENSION PLANS.

                  (a)      FORD-UAW RETIREMENT PLAN.

                           The Ford-UAW Retirement Plan shall provide retirement
                           benefits for credited service on or after the
                           Transition Date for Transferred Employees subject to
                           the following:

                           (i)      For purposes of determining vesting and
                                    eligibility for benefits, service credited
                                    under the Visteon-UAW Retirement Plan shall
                                    be recognized under the Ford-UAW Retirement
                                    Plan; and

                           (ii)     Subject to receipt of the asset transfer
                                    described below, the Ford-UAW Retirement
                                    Plan shall pay a benefit related to service
                                    with Visteon prior to the Transition Date.

                           After the Transition Date, Transferred Employees
                           shall participate in the Ford-UAW Retirement Plan and
                           shall accrue the same benefits for service as those
                           other Ford hourly employees represented by the UAW
                           who participate in the Ford-UAW Retirement Plan.

                  (b)      LIABILITY AND ASSET TRANSFERS FROM THE VISTEON-UAW
                           RETIREMENT PLAN TO THE FORD-UAW RETIREMENT PLAN.

                           (i)      Visteon and Ford shall take such steps that
                                    are necessary to transfer to the Ford-UAW
                                    Retirement Plan any credited service and
                                    benefits accrued under the Visteon-UAW
                                    Retirement Plan with respect to a
                                    Transferred Employee to the date immediately
                                    prior to the Transition Date to the extent
                                    permitted by law provided the Ford-UAW
                                    Retirement Plan and the Visteon-UAW
                                    Retirement Plan each respectively retain
                                    their tax-qualified status after the

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                                     - 7 -

                                    transfer and the Ford-UAW Retirement Plan is
                                    not required to be amended to provide for
                                    any additional benefit rights or features
                                    not currently contained in the Ford-UAW
                                    Retirement Plan, except as specifically
                                    provided in this Section. Visteon shall
                                    amend the Visteon-UAW Retirement Plan to
                                    vest Transferred Employees in 100% of their
                                    benefits accrued under the Visteon-UAW
                                    Retirement Plan prior to the transfer of
                                    liabilities and assets to the Ford-UAW
                                    Retirement Plan as described in this
                                    subparagraph (b). Ford shall amend the
                                    Ford-UAW Retirement Plan, subject to Union
                                    approval, to provide that credited service
                                    under the Visteon-UAW Retirement Plan with
                                    respect to a Transferred Employee shall be
                                    treated for all purposes as Ford-UAW
                                    Retirement Plan credited service. Future
                                    service shall be accrued under the Ford-UAW
                                    Retirement Plan. A Transferred Employee
                                    shall not be treated as having a separation
                                    from employment for purposes of the
                                    Visteon-UAW Retirement Plan or the Ford-UAW
                                    Retirement Plan and shall not be entitled to
                                    an immediate distribution of plan benefits
                                    solely because of the employment transfer.

                           (ii)     As soon as practicable after the latest of
                                    (A) the date on which the PBO Value is
                                    determined and verified pursuant to (iii)
                                    below, (B) the expiration of thirty days
                                    following the filing, if required, of Form
                                    5310 with the IRS and PBGC in respect of the
                                    Ford-UAW Retirement Plan and the Visteon-UAW
                                    Retirement Plan ("Asset Transfer Date"),
                                    Visteon shall cause the trustee of the
                                    Visteon-UAW Retirement Plan to transfer
                                    assets to the Ford-UAW Retirement Plan in an
                                    amount equal to the PBO Value as determined
                                    in (iii) below. The assets shall consist of
                                    cash or cash equivalents, or marketable
                                    securities, and shall include interest from
                                    the Transition Date until 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 Payment Date, as quoted in the
                                    Wall Street Journal.

                           (iii)    As of a date mutually agreed by Visteon and
                                    Ford ("Valuation Date"), in respect of each
                                    Transferred Employee then a participant in
                                    the Visteon-UAW Retirement Plan, the Visteon
                                    Actuary shall measure the projected benefit
                                    obligation, as defined in SFAS No. 87, of
                                    the liabilities related to the Transferred
                                    Employees as of the Transition Date
                                    ("Transferred Employee PBO Value" or "PBO
                                    Value") in accordance with the principles
                                    stated below:

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                                     - 8 -

                                    (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 adjusted to reflect
                                             current condition (e.g. accelerated
                                             vesting) not reflected in the most
                                             recent valuation for the
                                             Visteon-UAW Retirement Plan
                                             prepared by Towers Perrin; and

                                    (B)      A discount rate as of the
                                             Transition Date equal to the annual
                                             effective yield equivalent to the
                                             nominal semi-annual yield published
                                             by Moody's Investors Service at
                                             www.Moodys.com for its AA
                                             Corporate Bond Index, rounded to
                                             the nearest 1/4%, provided such
                                             rate is a reasonable proxy for the
                                             Ford SFAS 87 discount rate for the
                                             Ford-UAW Retirement Plan in effect
                                             as of the Valuation Date. If such
                                             rate is not a reasonable proxy as
                                             determined solely by Ford, then the
                                             Visteon Actuary and the Ford
                                             Actuary shall determine an
                                             acceptable discount rate no later
                                             than thirty days after the
                                             Transition Date.

                                    In no event shall the 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(1) 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(1), are calculated using a
                                    discount rate or rates and other assumption
                                    specified by the PBGC and in effect for
                                    plans terminating on the Valuation Date. The
                                    determination of the PBO Value by the
                                    Visteon Actuary shall be submitted to the
                                    Ford Actuary for verification but such
                                    verification shall relate only to the
                                    calculation of the PBO Value on the basis
                                    set forth above. If the Visteon Actuary and
                                    the Ford Actuary are unable to agree on a
                                    verification, Visteon and Ford 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.

                           (iv)     Assets transferred pursuant to this Section
                                    3.01 shall increase the balance of the
                                    Visteon Pension Account described in Section
                                    1.1 of Attachment A to the Assignment
                                    Agreement. If a Transferred Employee
                                    thereafter ceases to be a Ford Assigned
                                    Employee as

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                                     - 9 -

                                    defined in the Assignment Agreement,
                                    Visteon's pension obligation to Ford and the
                                    balance of the Visteon Pension Account shall
                                    be reduced in accordance with Section 9 of
                                    Attachment A to the Assignment Agreement.

         3.02     ASSET TRANSFER-RETIREE HEALTH CARE AND LIFE INSURANCE
                  OBLIGATIONS.

         Visteon will pay to Ford an amount equal to the SFAS 106 APBO
transferred to Ford with respect to the Transferred Employees to the extent the
Transferred Employee is not assigned to a Visteon plant location under the terms
of the Assignment Agreement. The amount shall be calculated in a manner that is
consistent with the calculation of the pension asset transfer provided in
Section 3.01(b) above.

         3.03     SAVINGS PLANS.

         Visteon Employee contributions to the Visteon Investment Savings Plan
for Hourly Employees (VISPHE) shall cease effective with the first pay period
beginning after the Transition Date. Transferred Employees as of the Transition
Date may commence pretax and after tax contributions up to an aggregate of 40%
of base wages in the Ford Motor Company Tax Efficient Savings Plan for Hourly
Employees ("TESPHE") beginning as of the first pay ending date after the
Transition Date. Unless otherwise modified, the contribution elections that the
Transferred Employee had in place under VISPHE shall be honored by the TESPHE.

         Transferred Employees may elect a direct rollover of their account
balances in VISPHE to the TESPHE during a period beginning on the Transition
Date and ending on January 9, 2004 ("Election Period"), unless a different
period is agreed by the Parties. Outstanding VISPHE loan balances of Transferred
Employees who elect a direct rollover of their account balance will be
transferred to TESPHE.

         Contributions to TESPHE after the Transition Date and account balances
of Transferred Employees who elect a direct rollover as described in the
preceding paragraph will be mapped as provided in Schedule 3.03 to identical or
substantially similar investment options if available under TESPHE. To the
extent there is no identical or substantially similar investment option
available under TESPHE, such account balances will be transferred to the TESPHE
Interest Income Fund until redirected by the Transferred Employee. Investments
in the VISPHE Visteon Stock Fund will be liquidated as of market close on the
date the rollover election becomes effective and an amount equal to the realized
cash will be invested in the TESPHE Interest Income Fund.

         Transferred Employees who do not elect a direct rollover to TESPHE may
retain their account balances of $3,500 or more in VISPHE or withdraw them at
any time after the Transition Date. VISPHE accounts with balances less than
$3,500 will be distributed to the Transferred Employees who do not elect a
direct rollover as described above. Transferred Employees with outstanding loan
balances in VISPHE who elect to leave their account balances in VISPHE will be
provided with coupon books for monthly loan repayments. Outstanding loans of
Transferred Employees who receive a distribution from VISPHE will be defaulted
and foreclosed unless repaid prior to distribution.

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                                     - 10 -

         After the Election Period, TESPHE will accept rollovers of eligible
VISPHE distributions if so elected by the Transferred Employee on the same basis
as TESPHE receives rollovers from other employer's qualified defined
contribution plans. For avoidance of doubt, after the Election Period, TESPHE
will not accept a rollover of any loan and the rollover distribution will not be
mapped as provided in Schedule 3.03.

Ford and Visteon agree to use their best efforts to request and obtain any
approvals necessary from the Internal Revenue Service and to make any amendments
to their plans and trusts as may be necessary or appropriate to effect the
transfers contemplated by these provisions. Visteon shall give notice to VISPHE
plan participants of any applicable black-out period to the extent required
under federal law.

         3.04     HEALTH BENEFITS.

         Transferred Employees as of the Transition Date shall be eligible for
the Ford-UAW HSMDDV Program effective as of the Insurance Conversion Date. Such
employees shall be subject to the Ford waiting period for such coverages but
Visteon service will be counted towards the waiting period. The Ford-UAW
alternative plans shall be available to Transferred Employees based on such
employee's zip code of residence or work zip code. Visteon shall continue
coverage for Transferred Employees under the Visteon-UAW HSMDDV Program until
the Insurance Conversion Date.

         3.05     LIFE INSURANCE PROGRAMS.

                  (a)      COMPANY PAID LIFE INSURANCE COVERAGE.

                           Transferred Employees as of the Transition Date shall
                           be eligible for coverage through the Ford-UAW Group
                           Life Insurance Program effective as of the Insurance
                           Conversion Date. Transferred Employees shall be
                           required to execute a new beneficiary designation
                           form, as required by Ford's plan administrator. In
                           the event of a death prior to receipt of a new
                           beneficiary designation form, Ford shall use the last
                           beneficiary form of record under the Visteon-UAW
                           Group Life Insurance Program. Visteon shall continue
                           coverage for Transferred Employees under the
                           Visteon-UAW Group Life Insurance Program until the
                           Insurance Conversion Date.

                  (b)      EMPLOYEE PAID OPTIONAL LIFE INSURANCE COVERAGE,
                           DEPENDENT GROUP LIFE INSURANCE AND OPTIONAL ACCIDENT
                           INSURANCE.

                           Payroll deduction of premiums for optional life
                           insurance coverage, dependent group life insurance
                           coverage and optional accident insurance coverage
                           under the Visteon employee paid optional insurance
                           programs shall cease the day prior to the Insurance
                           Conversion Date. Transferred Employees shall have
                           current Visteon coverage amounts continued under the
                           Ford optional life insurance program, the dependent
                           group life insurance

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                                     - 11 -

                           program and the optional accident insurance program
                           with coverage to be effective on the Insurance
                           Conversion Date. Transferred Employees shall be
                           required to execute a new beneficiary designation
                           form, as required by Ford's plan administrator, in
                           the case of optional life coverage. In the event of a
                           death prior to receipt of a new beneficiary
                           designation form, Ford shall use the last beneficiary
                           form of record under the Visteon employee paid
                           optional life insurance program.

                  (c)      ACCIDENTAL DEATH AND DISMEMBERMENT INSURANCE

                           Visteon shall continue coverage for Transferred
                           Employees under the Visteon-UAW Accidental Death and
                           Dismemberment Insurance Program until the Insurance
                           Conversion Date. Transferred Employees as of the
                           Transition Date shall be eligible for coverage
                           through the Ford-UAW Accidental Death and
                           Dismemberment Insurance Program effective as of the
                           Insurance Conversion Date. In the event of accidental
                           death, Ford shall use the beneficiary designated
                           under the Ford-UAW Life Insurance Program.

                  (d)      SEAT BELT USER PROGRAM

                           Transferred Employees shall be eligible for coverage
                           through the Ford Safety Belt User Program for
                           accidents that occur on or after the Insurance
                           Conversion Date. If the accident occurs prior to the
                           Insurance Conversion Date, but the loss of life
                           occurs after the Insurance Conversion Date, Visteon
                           shall be responsible for payment of any benefit under
                           the Visteon Safety Belt User Program.

         3.06     DISABILITY INSURANCE PROGRAMS.

         Transferred Employees as of the Transition Date shall be eligible for
coverage through the Ford-UAW Disability Insurance Program (Accident and
Sickness Insurance and Extended Disability Benefits) effective as of the
Insurance Conversion Date. Visteon shall continue coverage for Transferred
Employees under the Visteon-UAW Disability Insurance Program (Accident and
Sickness Insurance and Extended Disability Benefits) until the Insurance
Conversion Date.

         3.07     SUB/GIS.

         Transferred Employees employed on or after the Transition Date shall be
covered under the Ford-UAW SUB Plan and GIS Program assuming they meet Ford's
eligibility requirements for coverage. Inactive Visteon Employees who attempt to
return to work at Ford from workers' compensation leave or long term disability
leave with no restrictions but who cannot otherwise be placed at work shall be
covered under the Ford-UAW SUB Plan and GIS Program assuming they meet Ford's
eligibility requirements for coverage.

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                                     - 12 -

         3.08     UAW-FORD LEGAL SERVICES PLAN.

         Cases opened prior to the Transition Date shall be completed under the
Visteon CBA. Cases opened on or after the Transition Date shall be completed
under the Ford CBA.

                                   ARTICLE IV

                             OTHER EMPLOYEE MATTERS

         4.01     WORKERS' COMPENSATION (W.C.).

         All claims and liabilities, which relate to injuries affecting
Transferred Employees that occur on or after the Transition Date shall be
processed under the Ford self-insured W.C. Program. All claims and liabilities
which relate to injuries affecting Transferred Employees Which occurred prior to
the Transition Date shall be processed to conclusion under the Visteon self
insured W.C. Program.

         4.02     PROFIT SHARING.

         Transferred Employees shall become eligible to participate in the
Profit Sharing Plan for Hourly Employees of Ford Motor Company ("Ford Profit
Share Plan") on or after the Transition Date, but shall receive a profit share
for the entire calendar year 2003 based on Ford profits, if any, for 2003. Any
profit share payable under the Ford Profit Share Plan shall be payable to the
extent and according to the timing specified in the Ford Profit Share Plan.
Visteon shall reimburse Ford for the cost of the 2003 profit share payments
under the terms of the Assignment Agreement, even with respect to any
Transferred Employees who are not currently assigned to Visteon locations under
the Assignment Agreement at the time the profit share payment is paid. In
addition, Ford shall pay a prorated Ford profit share in respect of any Visteon
employee who died during 2003, with the cost to be recovered from Visteon
through the Assignment Agreement.

         4.03     VEHICLE PURCHASE PLAN.

         On or after the Transition Date, Transferred Employees shall be
eligible to participate in the Ford Vehicle Purchase and Assignment Plans
applicable to Ford-UAW hourly employees. To the extent sales were entered into
prior to the Transition Date, they shall be completed under the terms of the
Visteon CBA.

         4.04     FAMILY SUPPORT, GARNISHMENTS AND LEGAL HOLDS.

                  (a)      FAMILY SUPPORT.

                           Ford shall notify governmental agencies in advance of
                           the Transition Date of the change of employer in
                           order that such agencies may refile with Ford.

<PAGE>

                                     - 13 -

                  (b)      GARNISHMENTS.

                           Neither Visteon nor Ford shall notify any creditor of
                           a Transferred Employee of the change of employer. A
                           Visteon Employee or a Transferred Employee may notify
                           his or her creditor of the change of employer.

                  (c)      LEGAL HOLDS.

                           Ford shall Inform the applicable courts in advance of
                           the Transition Date of the change of employer and the
                           need to refile with Ford.

         4.05     EMPLOYEE WAGE AND BENEFIT LIABILITIES

         Visteon shall pay, discharge and be responsible for (i) all wages and
other compensation arising out of or relating to the employment of the
Transferred Employees prior to the Transition Date; (ii) any benefits arising
under Visteon employee benefit plans and programs relating to claims incurred or
events that took place prior to the Transition Date, including benefits with
respect to claims incurred prior to the Transition Date but reported after the
Transition Date; and (iii) workers' compensation claims, expenses, liabilities,
or administrative responsibilities of any kind whatsoever with respect to
injuries incurred prior to the Transition Date, regardless of when reported.

         Ford shall pay, discharge and be responsible for (i) all wages and
other compensation arising out of or relating to the employment of the
Transferred Employees on or after the Transition Date; (ii) any benefits arising
under the Ford CBA applicable to Transferred Employees relating to claims
incurred or events that took place on or after the Transition Date with respect
to insurance claims; and (iii) workers' compensation claims, expenses,
liabilities, or administrative responsibilities of any kind whatsoever with
respect to injuries incurred after the Transition Date.

         4.06     COMMUNICATIONS

         No communication to or with respect to Visteon Employees covering the
transactions contemplated by this Agreement shall be released without the mutual
agreement of Visteon and Ford.

                                    ARTICLE V

                                 INDEMNIFICATION

         5.01     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 arising out of (i) breach of any agreement made by Ford hereunder; (ii)
employment claims of Transferred Employees

<PAGE>

                                     - 14 -

based on conditions or actions of Ford which arise or take place subsequent to
the Transition Date; or (iii) any claim by Transferred Employees (or their
dependents or beneficiaries), arising out of or in connection with the
operation, administration, funding or termination of any of Ford's employee
benefit plans or programs applicable to Transferred Employees after the
Transition Date, including, without limitation, claims made to the to the
Pension Benefit Guaranty Corporation ("PBGC"), the Department of Labor ("DOL"),
or Internal Revenue Service ("IRS").

         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 expenses 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)
employment claims of Transferred Employees whenever made based on conditions or
actions of Visteon which arose or took place prior to the Transition Date; or
(iii) any claim by Transferred Employees (or their 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 applicable to
Transferred Employees prior to the Transition Date or in connection with the
operation and administration of any such plans on or after the Transition Date,
including, without limitation, claims made to the PBGC, the DOL or IRS.

         5.02     PROCEDURE FOR INDEMNITY.

         The procedure for indemnification under this Article V shall be the
same procedure set forth in Section 7(c) through (j) of the Master Transfer
Agreement between Ford and Visteon dated April 1, 2000.

                                   ARTICLE VI

                               GENERAL PROVISIONS

         6.01     TERMINATION.

         This Agreement may be terminated at any time before the Transition
Date, without liability on the part of any Party hereto exercising such right of
termination, by the mutual consent of the Parties as evidenced by an instrument
in writing.

         6.02     NO THIRD-PARTY BENEFICIARIES.

         No provision of this Agreement is intended or shall be construed to
confer upon any person other than the Parties hereto any rights or remedies of
any nature or kind whatsoever, including but not limited to Transferred
Employees.

         6.03     AMENDMENTS.

         No amendment to this Agreement will be binding upon either Party unless
it is in writing and is signed by a duly authorized representative of each
Party. This Agreement supercedes any prior agreements between the Parties
concerning the subject matter herein.

<PAGE>

                                     - 15 -

         6.04     WAIVERS AND EXTENSIONS.

         Either Party to this Agreement may waive any right, breach, or default,
which such Party has the right to waive, provided that such waiver will not be
effective against the waiving Party unless it is in writing, is signed by such
Party, and specifically refers to this Agreement. Waivers may be made in advance
or after the right waived has arisen or the breach or default waived has arisen
or the breach or default waived has occurred. Any waiver may be conditional. No
waiver of any breach of any agreement or provision herein contained shall be
deemed a waiver of any proceeding or succeeding breach thereof nor of any other
agreement or provision herein contained. No waiver or extension of time for
performance of any obligations or acts shall be deemed a waiver or extension of
the time for performance of any other obligations or acts.

         6.05     TITLES AND HEADINGS.

         Titles and headings of sections of this Agreement are for convenience
only and shall not affect the construction of any provision of this Agreement.

         6.06     SCHEDULES.

         Each of the Schedules referred to herein and attached hereto is an
integral part of this Agreement and is incorporated herein by reference.

         6.07     ASSIGNMENT.

         This Agreement shall be binding upon and inure to the benefit of the
Parties, and their respective successors and permitted assigns, but no rights,
interests or obligations of either Party herein may be assigned without the
prior written consent of the other, which consent shall not be unreasonably
withheld.

         6.08     SEVERABILITY.

         If any provision of this Agreement, or portion thereof, is invalid or
unenforceable under any statute, regulation, ordinance, executive order or other
rule of law, such provision, or portion thereof, shall be deemed reformed or
deleted, but only to the extent necessary to comply with such statute,
regulation, ordinance, order or rule, and the remaining provisions of this
Agreement shall remain in full force and effect.

         6.09     GOVERNING LAW.

         This Agreement will be construed and enforced in accordance with the
laws of the State of Michigan, excluding its conflict of laws rules. Each Party
consents, for purposes of enforcing this Agreement, to personal jurisdiction,
service or process and venue in any state or federal court within the State of
Michigan having jurisdiction over the subject matter. The Parties exclude the
application of the 1980 United Nations Convention on Contracts for the
International Sale of Goods, if otherwise applicable.

<PAGE>

                                     - 16 -

         6.10     NOTICES.

         Any notice under this Agreement must be in writing (letter, facsimile)
and will be effective when received by the addressee at its address indicated
below. The Parties by notice may designate other addresses to which notices will
be sent.

         If to Ford:

         Ford Motor Company
         Office of the Secretary
         One American Road
         11th Floor World Headquarters
         Dearborn, Michigan 48126-2798
         Fax:(313)248-7036

         If to Visteon:

         Visteon Corporation
         One Parklane Boulevard, Ste. 728 East
         Dearborn, Michigan 48126
         Attention: General Counsel
         Fax:(313)755-2342

All such notices and communications hereunder shall be deemed given when
received, as evidenced by the acknowledgment of receipt issued with respect
thereto by the applicable postal authorities, or the signed acknowledgment of
the receipt of the person to whom such notice or communication shall have been
addressed, or facsimile transmission answerback, as applicable.

         6.11     FORCE MAJEURE.

         If the failure of any Party hereto to fulfill its obligations within
the time periods set forth in this Agreement arises because of circumstances
such as acts of God, acts of government, floods, fires, explosions accidents,
strikes or other labor disturbances, wars, civil insurrection, sabotage
terrorist action, nuclear or environmental disaster or other similar
circumstances wholly outside the control of the defaulting Party (collectively,
"Force Majeure Event"), then such failure shall be excused hereunder for the
duration of such Force Majeure Event.

         6.12     TIME OF THE ESSENCE.

         Time is strictly of the essence in the performance of every covenant,
obligations or promise set forth in this Agreement.

         6.13     DISPUTE RESOLUTION.

         If a dispute arises between the Parties relating to this Agreement, the
following shall be the sole and exclusive procedure for enforcing the terms
hereof and for seeking relief, including but not limited to damages, hereunder;
provided, however, that a Party

<PAGE>

                                     - 17 -

may seek injunctive relief from a court where appropriate solely for the purpose
of maintaining the status quo while this procedure is being followed:

         (a)      The Parties promptly shall hold a meeting of the Governance
                  Council to attempt in good faith to negotiate a mutually
                  satisfactory resolution of the dispute; provided, however,
                  that no Party shall be under any obligation whatsoever to
                  reach, accept or agree to any such resolution; provided
                  further, 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)      If the Parties are unable to negotiate a mutually satisfactory
                  resolution as provided above, any Party may so notify the
                  other. In that event, the Parties agree to participate in good
                  faith in mediation of the dispute. Such mediation shall
                  conclude no later than forty-five (45) days from the date that
                  the mediator is appointed. If the Parties are not successful
                  in resolving the dispute through mediation, then the Parties
                  agree to submit the matter to binding arbitration before a
                  sole arbitrator in accordance with the CPR Rules for
                  Non-Administered Arbitration. Within five business days after
                  the selection of the arbitrator, each Party shall submit its
                  requested relief to the other Party and to the arbitrator with
                  a view toward settling the matter prior to commencement of
                  discovery. If no settlement is reached, then discovery shall
                  proceed. Upon the conclusion of the discovery, each Party
                  shall again submit to the arbitrator its requested relief
                  (which may bemodified from the initial submission) and the
                  arbitrator shall select only the entire requested relief
                  submitted by one Party or the other, as the arbitrator deems
                  most appropriate. The arbitrator shall not select one Party's
                  requested relief as to certain claims or counterclaims and the
                  other Party's requested relief as to other claims or
                  counterclaims. Rather, the arbitrator must only select one or
                  the other Party's entire requested relief on all of the
                  asserted claims and counterclaims, and the arbitrator will
                  enter a final ruling that adopts in whole such requested
                  relief. The arbitrator will limit the arbitrator's final
                  ruling to selecting the entire requested relief the arbitrator
                  considers the most appropriate from those submitted by the
                  Parties.

         (c)      Mediation and, if necessary, arbitration shall take place in
                  the City of Dearborn, Michigan unless the Parties agree
                  otherwise or the mediator or the arbitrator selected by the
                  Parties orders otherwise. Punitive or exemplary damages shall
                  not be awarded. This clause is subject to the Federal
                  Arbitration Act, 28 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 may be entered by any court
                  having jurisdiction.

<PAGE>

                                     - 18 -

6.14     COUNTERPARTS.

         This Agreement may be executed in separate counterparts, each of which
when so executed and delivered will be an original, but all such counterparts
will together constitute one and the same instrument.

                  [Remainder of Page Intentionally Left Blank]

<PAGE>

This Agreement may be executed in separate counterparts, each of which when so
executed and delivered will be an original, but all such counterparts will
together constitute one and the same instrument.

         IN WITNESS WHEREOF, Ford and Visteon have caused this Agreement to be
executed in multiple counterparts by their duly authorized representatives.

FORD MOTOR COMPANY                             VISTEON CORPORATION

By:        /s/ Don Leclair                     By:     /s/ Daniel R. Coulson
    -----------------------------                  -----------------------------

Title: Group Vice President & CFO              Title: Executive Vice President &
                                                      Chief Financial Officer

Date:         12/19/03                         Date:          12/19/03