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                                                                   EXHIBIT 10.15

                               VISTEON CORPORATION
                              RESTRICTED STOCK PLAN
                           FOR NON-EMPLOYEE DIRECTORS

SECTION 1. PURPOSE AND EFFECTIVE DATE

         The Visteon Corporation Restricted Stock Plan for Non-Employee
         Directors (the "Plan") has been established to align the interests of
         the non-employee members of the Board of Directors (the "Board") of
         Visteon Corporation (the "Company") with those of the Company's
         stockholders by providing equity incentives that will motivate the
         non-employee Board members to achieve long-range goals, thereby
         promoting the long-term financial interest of the Company, including
         the growth in value of the Company's equity and enhancement of
         long-term stockholder return. The Plan is effective as of September 14,
         2000.

SECTION 2. DEFINITIONS

         (a)      "Act" means the Securities Act of 1933, as amended.

         (b)      "Administrative Committee" means the non-participating members
                  of the Board.

         (c)      "Affiliate" or "Affiliates" means affiliate as defined in Rule
                  12b-2 promulgated under Section 12 of the Exchange Act.

         (d)      "Beneficial Owner" means beneficial owner as defined in Rule
                  13d-3 under the Exchange Act.

         (e)      "Board" means the Board of Directors of the Company.

         (f)      "Change in Control" means the occurrence of any one of the
                  following events:

                  i.       any Person is or becomes the Beneficial Owner,
                           directly or indirectly, of securities of the Company
                           (not including in the securities beneficially owned
                           by such Person any securities acquired directly from
                           the Company or its Affiliates) representing 40% or
                           more of the combined voting power of the Company's
                           then outstanding securities, excluding any Person who
                           becomes such a Beneficial Owner in connection with a
                           transaction described in clause (A) of paragraph
                           (iii) below;

                  ii.      within any twelve (12) month period, the following
                           individuals cease for any reason to constitute a
                           majority of the number of directors then serving:
                           individuals who, on the effective date of this Plan,
                           constitute the Board and any new director (other than
                           a director whose initial assumption of office is in
                           connection with an actual or threatened election
                           contest, including but not limited to a consent
                           solicitation, relating to the election of directors
                           of the Company) whose appointment or election by the
                           Board or nomination for election by the Company's
                           stockholders was approved



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                           or recommended by a vote of at least two-thirds (2/3)
                           of the directors then still in office who either were
                           directors on the date hereof or whose appointment,
                           election or nomination for election was previously so
                           approved or recommended;

                  iii.     there is consummated a merger or consolidation of the
                           Company or any direct or indirect subsidiary of the
                           Company with any other corporation, other than (A) a
                           merger or consolidation which results in the
                           directors of the Company immediately prior to such
                           merger or consolidation continuing to constitute at
                           least a majority of the board of directors of the
                           Company, the surviving entity or any parent thereof
                           or (B) a merger or consolidation effected to
                           implement a recapitalization of the Company (or
                           similar transaction) in which no Person is or becomes
                           the Beneficial Owner, directly or indirectly, of
                           securities of the Company (not including in the
                           securities Beneficially Owned by such Person any
                           securities acquired directly from the Company or its
                           Affiliates) representing 40% or more of the combined
                           voting power of the Company's then outstanding
                           securities;

                  iv.      the stockholders of the Company approve a plan of
                           complete liquidation or dissolution of the Company or
                           there is consummated an agreement for the sale or
                           disposition by the Company of more than 50% of the
                           Company's assets, other than a sale or disposition by
                           the Company of more than 50% of the Company's assets
                           to an entity, at least 50% of the combined voting
                           power of the voting securities of which are owned by
                           stockholders of the Company in substantially the same
                           proportions as their ownership of the Company
                           immediately prior to such sale; or

                  v.       any other event that the Administrative Committee, in
                           its sole discretion, determines to be a Change in
                           Control for purposes of this Plan.

                  Notwithstanding the foregoing, a "Change in Control" shall not
be deemed to have occurred by virtue of the consummation of any transaction or
series of integrated transactions immediately following which the record holders
of the common stock of the Company immediately prior to such transaction or
series of transactions continue to have substantially the same proportionate
ownership in an entity which owns all or substantially all of the assets of the
Company immediately following such transaction or series of transactions.

         (g)      "Company" means Visteon Corporation, or any successor thereto.

         (h)      "Date of Grant" means the date that Restricted Shares are
                  granted to a Participant.

         (i)      "Disability" means unable to engage in any substantially
                  gainful activity by reason of any medically determinable
                  physical or mental impairment which can be expected to result
                  in death or which has lasted or can be expected to last for a
                  continuous period of not less than 12 months.

         (j)      "Exchange Act" means the Securities Exchange Act of 1934, as
                  amended.



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         (k)      "Participant" means each member of the Board who is not a
                  common-law employee of the Company.

         (l)      "Person" means person as defined in Section 3(a)(9) of the
                  Exchange Act, as modified and used in Sections 13(d) and 14(d)
                  thereof, except that such term shall not include: (i) the
                  Company or any of its subsidiaries, (ii) a trustee or other
                  fiduciary holding securities under an employee benefit plan of
                  the Company or any of its Affiliates, (iii) an underwriter
                  temporarily holding securities pursuant to an offering of such
                  securities, or (iv) a corporation owned, directly or
                  indirectly, by the stockholders of the Company in
                  substantially the same proportions as their ownership of
                  Company stock.

         (m)      "Plan" means this Visteon Corporation Restricted Stock Plan
                  for Non-Employee Directors, as amended from time to time.

         (n)      "Restricted Shares" means Shares which are subject to the
                  restrictions set forth in Section 5 of the Plan.

         (o)      "Shares" means shares of the Company's common stock, par value
                  $1.00 per share.

SECTION 3. ADMINISTRATION BY THE ADMINISTRATIVE COMMITTEE

         While the Plan is intended to be generally self-administering, the
         Administrative Committee shall have the full power and discretionary
         authority to: (a) interpret and administer the Plan and any instrument
         or award agreement relating to or made under the Plan; (b) establish,
         amend, suspend or waive such rules and regulations and appoint such
         agents as it shall deem appropriate for the proper administration of
         the Plan; and (c) make any other determination, and take any other
         action, that the Administrative Committee deems necessary or desirable
         for the administration of the Plan. The decisions and determinations of
         the Administrative Committee need not be uniform and may be made
         differently among Participants, and shall be final, binding and
         conclusive on all interested parties.

SECTION 4. AWARD OF RESTRICTED STOCK

         Subject to the restrictions set forth in Section 5 below, Participants
         shall automatically receive Restricted Shares, without payment
         therefor, on the following Dates of Grant and in accordance with the
         following terms:

         (a)      On the date this Plan is approved by the Board, each
                  Participant shall receive a grant of 3,000 Restricted Shares.

         (b)      On the date of each annual meeting of the Company's
                  stockholders, each Participant (including a newly-elected
                  non-employee member of the Board) shall receive a grant of
                  3,000 Restricted Shares.



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         In addition, the Board may establish such additional Dates of Grant as
         may be necessary or appropriate in order to make a grant of Restricted
         Shares in such amount as the Board may determine to a newly-appointed
         Participant whose appointment to the Board does not coincide with the
         date of the annual meeting of the Company's stockholders; provided that
         any such grants shall be made by the Board, excluding the participation
         of the affected Board member.

         Each grant of Restricted Shares shall be evidenced by a written award
         agreement between the Company and Participant, in such form as is
         determined by the Administrative Committee.

SECTION 5. RESTRICTIONS

         Restricted Shares granted to a Participant may not be sold, transferred
         or otherwise alienated or hypothecated, and shall be forfeited by the
         Participant if the Participant terminates his service as a member of
         the Board, during the period beginning on the Date of Grant of such
         Restricted Shares and ending on the earlier to occur of: (a) the
         Participant's death or Disability, (b) the third (3rd) anniversary of
         the Date of Grant, or (c) the date of a Change in Control.

SECTION 6. CERTIFICATE LEGEND; TRANSFER AFTER LAPSE OF RESTRICTIONS

         (a)      In addition to any legends placed on certificates for Shares
                  under Subsection (b) hereof, each certificate for Restricted
                  Shares shall bear the following legend:

                  "The sale or other transfer of the shares of stock represented
                  by this certificate, whether voluntarily or by operation of
                  law, is subject to certain restrictions set forth in the
                  Visteon Corporation Restricted Stock Plan for Non-Employee
                  Directors and an Award Agreement between Visteon Corporation
                  and the registered owner hereof. A copy of such Plan and
                  Agreement may be obtained from the Secretary of Visteon
                  Corporation."

         (b)      Except as otherwise provided herein, after the lapse of the
                  restrictions described in Section 5, the Restricted Shares
                  shall thereafter be freely transferable by the Participant and
                  new certificates for the Shares without the legend described
                  in Subsection (a) above shall be issued to the Participant
                  upon his or her request. Notwithstanding the foregoing, the
                  Participant agrees and acknowledges with respect to the Shares
                  that: (i) the Participant will not sell or otherwise dispose
                  of such Shares except pursuant to an effective registration
                  statement under the Act and any applicable state securities
                  laws, which the Company may but shall not be required to file,
                  or in a transaction which, in the opinion of counsel for the
                  Company, is exempt from such registration, and (ii) a legend
                  may be placed on the certificates for the Shares to such
                  effect.

         (c)      Notwithstanding anything herein to the contrary, in the event
                  of any underwritten public offering of the Company's
                  securities pursuant to an effective registration



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         statement filed under the Act and upon the request of the Company or
         the underwriters managing any underwritten offering of the Company's
         securities, the Participant shall not directly or indirectly sell, make
         any short sale of, loan, hypothecate, pledge, offer, grant or sell any
         option or other contract for the purchase of, or otherwise dispose of
         or transfer, or agree to engage in any of the foregoing transactions
         with respect to, any Shares (other than those included in the
         registration) acquired under this Plan without the prior written
         consent of the Company or such underwriters, as the case may be, for
         such period of time (not to exceed 180 days) from the effective date of
         such registration as may be requested by the Company or such managing
         underwriters.

SECTION 7. BENEFICIARY

         Each Participant may designate one or more beneficiaries who shall be
         entitled to receive the Restricted Shares in the event the Participant
         dies while a member of the Board. The Participant may from time to time
         revoke or change the beneficiary without the consent of any prior
         beneficiary by filing a new designation with the Secretary of the
         Company. The last such designation received by the Secretary of the
         Company shall be controlling. If no beneficiary designation is in
         effect at the time the Participant dies, or if no designated
         beneficiary survives the Participant, the Participant's Restricted
         Shares shall be transferred to the Participant's estate.

         If the Participant dies after ceasing to be a member of the Board, any
         non-forfeited Shares held by the Participant shall be transferred to
         the Participant's estate.

SECTION 8. VOTING RIGHTS; DIVIDENDS AND OTHER DISTRIBUTIONS

         During the restriction period described in Section 5 hereof, the
         Participant shall be entitled to exercise full voting rights with
         respect to the Restricted Shares and shall be entitled to receive all
         dividends and other distributions paid with respect to such Restricted
         Shares. If any such dividends or distributions are paid in shares of
         the Company's common stock, such shares shall be subject to the same
         restrictions as the Restricted Shares with respect to which they were
         paid.



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SECTION 9. ADJUSTMENTS

         In the event that the Administrative Committee shall determine that any
         dividend or other distribution (whether in the form of cash, stock,
         other securities or other property), recapitalization, stock split,
         reverse stock split, reorganization, merger, consolidation, split-up,
         spin-off, combination, repurchase or exchange of stock or other
         securities of the Company, issuance of warrants or other rights to
         purchase stock or other securities of the Company, or other similar
         corporate transaction or event affects the Shares such that an
         adjustment is determined by the Administrative Committee to be
         appropriate in order to prevent dilution or enlargement of the benefits
         or potential benefits intended to be made available under the Plan,
         then the Administrative Committee may, in such manner as it may deem
         equitable, adjust any or all of: (a) the number and type of Shares
         subject to the Plan and which thereafter may be made the subject of
         awards under the Plan, and (b) the number and type of Shares subject to
         outstanding awards.

SECTION 10. AMENDMENT AND TERMINATION

         (a)      The Board reserves the right to amend or terminate this Plan,
                  or amend any award agreement, at any time; provided that the
                  authority of the Administrative Committee to administer the
                  Plan and the Board to amend any award agreement shall extend
                  beyond the date of the Plan's termination.

         (b)      No amendment or termination of the Plan, and no amendment of
                  any award agreement, shall adversely affect the rights of any
                  Participant with respect to any Restricted Shares then
                  outstanding without the written consent of the Participant.

SECTION 11. MISCELLANEOUS

         (a)      The granting of awards of Restricted Shares under the Plan and
                  the issuance of Shares in connection therewith shall be
                  subject to all applicable laws, rules and regulations, and to
                  such approvals by any governmental agencies or national
                  securities exchanges as may be required.

         (b)      This Plan shall be governed by and construed in accordance
                  with the internal laws of the State of Delaware, without
                  reference to conflict of law principles thereof.

         (c)      If any provision of the Plan or any award agreement or any
                  award of Restricted Shares is or becomes or is deemed to be
                  invalid, illegal or unenforceable in any jurisdiction, or as
                  to any person or award, or would disqualify the Plan, any
                  award agreement or any award under any law deemed applicable
                  by the Administrative Committee, such provision shall be
                  construed or deemed amended to conform to applicable laws, or
                  if it cannot be so construed or deemed amended without, in the
                  determination of the Administrative Committee, materially
                  altering the intent of the Plan, any award agreement or the
                  award, such provision shall be stricken as to such
                  jurisdiction, person or award, and the remainder of the Plan,
                  any such award agreement and any such award shall remain in
                  full force and effect.



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         (d)      The Plan shall be binding upon, and inure to the benefit, the
                  Company and its successors and assigns, and upon any person
                  acquiring, whether by merger, consolidation, purchase of
                  assets or otherwise, all or substantially all of the Company's
                  assets and business.






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