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                                                                   EXHIBIT 10.19







                                     FORM OF

                               VISTEON CORPORATION
                    SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                             Effective July 1, 2000









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                               VISTEON CORPORATION
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


            The Visteon Corporation Supplemental Executive Retirement Plan (the
`Plan") has been adopted to promote the best interests of Visteon Corporation
(the "Company") and the stockholders of the Company by attracting and retaining
key management employees possessing a strong interest in the successful
operation of the Company and its subsidiaries or affiliates and encouraging
their continued loyalty, service and counsel to the Company and its subsidiaries
or affiliates.

            The Company has established this Plan for the purpose of providing
Eligible Executives with a monthly Supplemental Benefit for their lifetime in
the event of their retirement from employment with the Company under certain
circumstances. The Plan also provides for the award of Conditional Annuities to
selected Eligible Executives under certain circumstances.

            The Plan is adopted effective July 1, 2000.


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                    ARTICLE I. DEFINITIONS AND CONSTRUCTION


Section 1.01. Definitions.

      The following terms have the meanings indicated below unless the context
in which the term is used clearly indicates otherwise.

      (a) Beneficiary: The person or entity designated by a Participant to be
his beneficiary for purposes of this Plan (subject to such limitations as to the
classes and number of beneficiaries and contingent beneficiaries and such other
limitations as the Committee may prescribe). A Participant's designation of
Beneficiary shall be valid and in effect only if a properly executed designation
is filed and approved by the Committee prior to the Participant's death. If a
Participant designates his spouse as a Beneficiary, such designation
automatically shall become null and void on the date of the Participant's
divorce or legal separation from such spouse. If a valid designation of
Beneficiary is not in effect at time of the Participant's death, the estate of
the Participant is deemed to be the sole Beneficiary. Beneficiary designations
shall be in writing, filed with the Committee, and in such form as the Committee
may prescribe for this purpose.

      (b) Board: The Board of Directors of the Company.

      (c) Code: The Internal Revenue Code of 1986, as interpreted by regulations
and rulings issued pursuant thereto, all as amended and in effect from time to
time. Any reference to a specific provision of the Code shall be deemed to
include reference to any successor provision thereto.

      (d) Committee: The Compensation Committee of the Board.

      (e) Company: Visteon Corporation, or any successor thereto.

      (f) "Credited Service":


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            (i)   for an Eligible Executive who is a Group I or II Employee
                  under the Visteon Pension Plan, the years and any fractional
                  year of credited service at retirement, without duplication
                  and not exceeding one year for any calendar year, of the
                  Eligible Executive under all the Retirement Plans, to the
                  extent that such credited service relates to employment with a
                  Participating Employer on or after July 1, 2000.

            (ii)  for any other Eligible Executive, the years and any fractional
                  year of credited service at retirement, without duplication
                  and not exceeding one year for any calendar year, of the
                  Eligible Executive under all the Retirement Plans.

      (g) Eligible Executive: A person who is the Chairman of the Board, the
President, an Executive Vice President, a Senior Vice President, a Vice
President General Manager or a Vice President of the Company (excluding any such
person who is an employee of a foreign Affiliate of the Company), or an Employee
of a Participating Employer who is assigned to Leadership Levels Two, Three or
Four or the equivalent (or any successor employment classification to Leadership
Levels Two, Three and Four) and who has been designated for participation by the
Committee.

      (h) Eligible Retired Executive:

            (i)   with respect to Supplemental Benefits under Article II, an
                  Eligible Executive who:

            (A)   shall retire directly from employment with a Participating
                  Employer (i) on normal or disability retirement or (ii) with
                  the approval of the Participating Employer at or after age 55
                  on early retirement;

            (B)   will receive a normal, disability or early retirement benefit
                  under one or more Retirement Plans;


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            (C)   has at least ten years of credited service, without
                  duplication, under all Retirement Plans; provided solely for
                  the purpose of determining whether an Eligible Executive who
                  is a Transferred Employee under the Visteon Corporation
                  Pension Plan has at least ten years of credited service for
                  purposes of this subparagraph (C), the Eligible Executive's
                  years of credited service under the Ford Motor Company General
                  Retirement Plan, to the extent not otherwise included in the
                  Eligible Executive's credited service under the Retirement
                  Plans, shall be recognized; and

            (D)   has at least five continuous years of Eligibility Service
                  immediately preceding retirement, unless the eligibility
                  condition set forth in this subparagraph (D) is waived by the
                  Chairman of the Board or the President of the Company.

            (ii)  With respect to Conditional Annuity awards under Article III,
                  an Eligible Executive (other than an Eligible Executive
                  assigned to Leadership Levels Two, Three and Four) who shall
                  retire directly from employment with a Participating Employer,
                  (i) on normal or disability retirement or (ii) with the
                  approval of the Participating Employer at or after age 55 on
                  early retirement.

      (i) Eligibility Service: Service with a Participating Employer while an
Eligible Executive; provided, that in the case of an Eligible Executive who was
an Eligible Executive under the Ford Motor Company Supplemental Executive
Retirement Plan on June 30, 2000, Eligibility Service recognized for such
Eligible Executive under the Ford Motor Company Supplemental Executive
Retirement Plan as of June 30, 2000 shall be recognized as Eligibility Service
under this Plan.


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      (j) Employee: A person who is regularly employed by a Participating
Employer (as distinguished from a pension, retirement allowance, severance pay,
retainer, commission, fee under a contract or other arrangement, or hourly,
piecework or other wage) and is enrolled on the active employment rolls of the
Participating Employer.

      (k) ERISA: The Employee Retirement Income Security Act of 1974, as
interpreted by regulations and rulings issued pursuant thereto, all as amended
and in effect from time to time. Any reference to a specific provision of ERISA
shall be deemed to include reference to any successor provision thereto.

      (l) Final Five Year Average Base Salary: The average of the final five
year-end Monthly Base Salaries immediately preceding retirement of the Eligible
Retired Executive.

      (m) Final Three Year Average Base Salary: The average of the final three
year-end Monthly Base Salaries immediately preceding retirement or death of the
Eligible Retired Executive.

      (n) Monthly Base Salary of an Eligible Executive: The monthly base salary
paid to such person while an Eligible Executive on December 31, prior to giving
effect to any salary reduction agreement to which Section 125 or Section
402(a)(8) of the Code apply. For purposes of this subsection, base salary paid
by Ford Motor Company prior to July 1, 2000 shall be treated as if paid by the
Company. It does not include supplemental compensation or any other kind of
extra or additional compensation.

      (o) Participating Employer: The Company and any subsidiary a majority of
the voting stock of which is owned directly or indirectly by the Company or a
limited liability company a majority of the membership interest of which is
owned directly or indirectly


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by the Company, that with the consent of the Committee, participates in the Plan
for the benefit of one or more of its Employees.

      (p) Plan: The Visteon Corporation Supplemental Executive Retirement Plan,
as amended and in effect from time to time.

      (q) Retirement Plans: The Visteon Corporation Pension Plan and the
Salaried Retirement Plan of Visteon Systems, LLC, as amended and in effect from
time to time.

      Section 1.02. Construction and Applicable Law.


      (a) Wherever any words are used in the masculine, they shall be construed
as though they were used in the feminine in all cases where they would so apply;
and wherever any words are use in the singular or the plural, they shall be
construed as though they were used in the plural or the singular, as the case
may be, in all cases where they would so apply. Titles of articles and sections
are for general information only, and the Plan is not to be construed by
reference to such items.

      (b) This Plan is intended to be a plan of deferred compensation maintained
for a select group of management or highly compensated employees as that term is
used in ERISA, and shall be interpreted so as to comply with the applicable
requirements thereof. In all other respects, the Plan is to be construed and its
validity determined according to the laws of the State of Delaware to the extent
such laws are not preempted by federal law. In case any provision of the Plan is
held illegal or invalid for any reason, the illegality or invalidity will not
affect the remaining parts of the Plan, but the Plan shall, to the extent
possible, be construed and enforced as if the illegal or invalid provision had
never been inserted.


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                       ARTICLE II. SUPPLEMENTAL BENEFITS.


      Section 2.01. Eligibility. An Eligible Retired Executive shall be eligible
to receive a Supplemental Benefit as provided herein.

      Section 2.02. Amount of Supplemental Benefit.

      (a) Subject to any reductions pursuant to subsection (b) below and to any
limitations and reductions pursuant to other provisions of the Plan, the monthly
Supplemental Benefit shall be an amount equal to the Eligible Executive's Final
Five Year Average Base Salary multiplied by the Eligible Executive's years of
Credited Service at retirement, and further multiplied by the Applicable
Percentage based on the Eligible Executive's position or salary grade
immediately preceding retirement, as follows:

<TABLE>
<CAPTION>
          Status at Retirement                    Applicable Percentage
          --------------------                    ---------------------
<S>                                               <C>
      Chairman                                            0.90%
      President                                           0.80%
      Executive Vice President                            0.80%
      Senior Vice President                               0.75%
      Vice President General Manager                      0.70%
      Vice President                                      0.70%

Non-Vice Presidents
      Leadership Level Two                                0.60%
      (Salary Grade 87)

      Leadership Level Two                                0.40%
      (All Other Eligible Employees)

      Leadership Levels Three and Four                    0.20%
</TABLE>


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      (b) For an Eligible Retired Executive who shall retire before age 62, the
monthly Supplemental Benefit payable hereunder shall equal the amount calculated
in accordance with the immediately preceding subsection (a) reduced by 5/18 of
1% multiplied by the number of months from the later of the date the
Supplemental Benefit commences or age 55 in the case of earlier receipt by
reason of disability retirement to the first day of the month after the Eligible
Retired Executive would attain age 62.

      Section 2.03. Payments. Subject to the earning-out conditions set forth in
Article IV, Supplemental Benefits, in the amount determined under Section 2.02,
shall be payable out of the Company's general funds monthly beginning on the
first day of the month when the Eligible Retired Executive's retirement benefit
under any Retirement Plan or under the Company's Executive Separation Allowance
Plan begins. Payments to an Eligible Retired Executive hereunder shall cease at
the end of the month in which the Eligible Retired Executive dies.


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                      ARTICLE III. CONDITIONAL ANNUITIES.


      Section 3.01. Eligibility. The Committee may, in its discretion, award to
an Eligible Executive (other than an Eligible Executive assigned to Leadership
Levels Two, Three or Four) additional retirement income in the form of a
Conditional Annuity.

      Section 3.02. Amount of Conditional Annuity.

            (a) In determining the amount of any Conditional Annuity to be
awarded to an Eligible Executive for any year, the Committee shall consider the
Company's profit performance and the amount of supplemental compensation that is
awarded to such Eligible Executive for such year. Awards shall be made only for
years in which the Committee has decided, for reasons other than individual or
corporate performance or termination of employment, to award supplemental
compensation to an Eligible Executive in an amount which is less than would have
been awarded if the historical relationship to awards to other executives had
been followed (including, for this purpose, the historical relationship to
awards made by Ford Motor Company with respect to periods prior to July 1, 2000,
during which time the Company was a wholly-owned subsidiary or division of Ford
Motor Company).

            (b) The aggregate annual amount payable under the Conditional
Annuities awarded to any Eligible Executive and the annual amount payable to an
Eligible Executive as a conditional annuity under the Ford Motor Company
Supplemental Executive Retirement Plan, shall not exceed an amount equal to the
Applicable Percentage of such Eligible Executive's Final Three Year Average Base
Salary, determined in accordance with the following table:


<TABLE>
<CAPTION>
                                         Applicable Percentage
                                         ---------------------
    Number of Years for                                        All Other
    Which a Conditional              Chairman                  Eligible
    Annuity is Awarded            And President               Executives
    ------------------            -------------               ----------
<S>                               <C>                         <C>
             1                         30%                          20%
             2                         35                           25
             3                         40                           30
             4                         45                           35
         5 or more                     50                           40
</TABLE>


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            The percentage shall be reduced pro rata to the extent that Credited
Service at retirement is less than 30 years. Solely for the purpose of
determining whether an Eligible Executive who is a Transferred Employee under
the Visteon Pension Plan has 30 years of service under this Section 3.02(b), an
Eligible Executive's years of credited service under the Ford Motor Company
General Retirement Plan, to the extent not otherwise included in the Eligible
Executive's Credited Service, shall be recognized.

      Section 3.03. Payments.

            (a) Subject to the earning-out conditions set forth in Article IV,
Conditional Annuities, in the amount determined under Section 3.02, shall be
payable out of the Company's general funds monthly beginning on the first day of
the month when the Eligible Retired Executive's retirement benefit under any
Retirement Plan or under the Company's Executive Separation Allowance Plan
begins. Except as provided in Section 3.04, payments with respect to an Eligible
Retired Executive hereunder shall cease at the end of the month in which such
Eligible Retired Executive dies.

            (b) For an Eligible Executive who retires before age 65, the monthly
payment under any Conditional Annuity awarded to such Eligible Executive shall
equal the actuarial equivalent (based on factors determined by the Company's
independent consulting actuary) of the monthly amount payable for retirement at
age 65.


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      Section 3.04. Death Benefits. Upon death before retirement but at or after
age 55, the Eligible Executive's Beneficiary shall be paid a lump sum equal to
30 times (representing 30 months) the aggregate monthly amount payable under
such Eligible Executive's Conditional Annuities if the Eligible Executive had
been age 55 at death, increased by one-third of one month for each full month by
which such Eligible Executive's age at death shall exceed age 55. If death
occurs within 120 months following retirement, the monthly payments under the
Conditional Annuity shall be continued to the Beneficiary for the remaining
balance of the 120 month period following retirement.


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                      ARTICLE IV. EARNING OUT CONDITIONS.


      Section 4.01. Conditions Applicable to Continued Payment of Award.

      (a) Anything herein contained to the contrary notwithstanding, the right
of any Eligible Retired Executive to receive Supplemental Benefit or Conditional
Annuity payments hereunder for any month shall accrue only if, during the entire
period from the date of retirement to the end of such month, the Eligible
Retired Executive shall have earned out such payment by refraining from engaging
in any activity that is directly or indirectly in competition with any activity
of the Company or any subsidiary or affiliate thereof.

      (b) In the event of an Eligible Retired Executive's nonfulfillment of the
condition set forth in the immediately preceding paragraph, no further payment
shall be made to the Eligible Retired Executive or the Beneficiary; provided,
however, that the nonfulfillment of such condition may at any time (whether
before, at the time of or subsequent to termination of employment) be waived in
the following manner:

            (i)   with respect to any such Eligible Retired Executive who at any
                  time shall have been a member of the Board of Directors, the
                  President, an Executive Vice President, a Senior Vice
                  President, a Vice President General Manager, a Vice President,
                  the Treasurer, the Controller or the Secretary of the Company,
                  such waiver may be granted by the Committee upon its
                  determination that in its sole judgment there shall not have
                  been and will not be any substantial adverse effect upon the
                  Company or any subsidiary or affiliate thereof by reason of
                  the nonfulfillment of such condition; and

            (ii)  with respect to any other such Eligible Retired Executive,
                  such waiver may be granted by the Supplemental Compensation
                  Award Committee


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                  of Visteon Corporation (or any committee appointed by it for
                  the purpose) upon its determination that in its sole judgment
                  there shall not have been and will not be any such substantial
                  adverse effect.

      (c) Anything herein contained to the contrary notwithstanding,
Supplemental Benefit and Conditional Annuity payments shall not be paid to or
with respect to any person as to whom it has been determined that such person at
any time (whether before or subsequent to termination of employment) acted in a
manner inimical to the best interests of the Company. Any such determination
shall be made by (i) the Committee with respect to any Eligible Retired
Executive who at any time shall have been a member of the Board of Directors, an
Executive Vice President, a Senior Vice President, a Vice President General
Manager, a Vice President, the Treasurer, the Controller or the Secretary of the
Company, and (ii) the Supplemental Compensation Award Committee of Visteon
Corporation (or any committee appointed by it for the purpose) with respect to
any other Eligible Retired Executive, and shall apply to any amounts payable
after the date of the applicable committee's action hereunder, regardless of
whether the Eligible Retired Executive has commenced receiving Supplemental
Benefits or Conditional Annuity payments hereunder. Conduct which constitutes
engaging in an activity that is directly or indirectly in competition with any
activity of the Company or any subsidiary or affiliate thereof shall be governed
by subsections (a) and (b) above and shall not be subject to any determination
under this subsection (c).


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                         ARTICLE V. GENERAL PROVISIONS.


      Section 5.01. Administration and Interpretation.

      (a) The Committee shall administer and interpret the Plan and supervise
preparation of Participant elections, forms, and any amendments thereto. The
Committee shall consist of not less than two members of the Board, each of whom
is also a director of the Company and qualifies as a "non-employee director" for
purposes of Rule 16b-3 of the Securities Exchange Act of 1934. If at any time
the Committee shall not be in existence then all determinations shall be made by
the full Board, and all determinations affecting other Participants shall be
made by the Board or an officer appointed by the Board. The Committee may, in
its discretion, delegate any or all of its authority and responsibility. To the
extent of any such delegation, any references herein to the Committee shall be
deemed references to such delegee. The Committee (or where applicable, the
Board) may adopt and modify rules and regulations relating to the Plan as it
deems necessary or advisable for the administration of the Plan. If any delegee
of the Committee shall also be a Participant or Beneficiary, any determinations
affecting the delegee's participation in the Plan shall be made by the
Committee.

      (b) The Committee (or where applicable, the Board) shall have the
discretionary authority to interpret and construe the Plan, to make benefit
determination under the Plan, and to take all other actions that may be
necessary or appropriate for the administration of the Plan. Each determination,
interpretation or other action made or taken pursuant to the provisions of the
Plan by the Committee shall be final and shall be binding and conclusive for all
purposes and upon all persons, including, but without limitation thereto, the
Company, its stockholders, the Participating Employers, the directors, officers,
and employees of the Company or a Participating Employer, the Plan participants,
and their respective successors in interest.


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      Section 5.02. Restrictions to Comply with Applicable Law. Notwithstanding
any other provision of the Plan, the Company shall have no liability to make any
payment under the Plan unless such delivery or payment would comply with all
applicable laws and the applicable requirements of any securities exchange or
similar entity.

      Section 5.03. Deductions. The Company may deduct from any payment of
Supplemental Benefits and/or Conditional Annuity awards to an Eligible Retired
Executive all amounts owing to it by such Eligible Retired Executive for any
reason, and all taxes required by law or government regulation to be deducted or
withheld.

      Section 5.04. Claims Procedure.

      (a) If a Participant or Beneficiary believes that he or she has not
received the full benefit provided for in the Plan, the Participant or
Beneficiary may file a claim for benefits with the Committee. If the Committee
denies the claim, the Committee shall deliver to the claimant a written
explanation setting forth the specific reasons for the denial, pertinent
references to the Plan section on which the denial is based, such other
information as may be pertinent and a description of the procedures to be
followed by the claimant in obtaining a review of his or her claim. For purposes
of this subsection, the claimant's claim shall be deemed filed when presented in
writing to the Committee and the Committee's explanation shall be provided to
the claimant within ninety (90) days of the date the claim is filed.

      (b) The claimant shall be provided sixty (60) days following his or her
receipt of the denial of the claim to file a written request for appeal to the
Committee. The claimant and his or her representative may present additional
information or documents pertinent to the Committee's review. The Committee
shall decide the issue on appeal, which decision shall be final, and furnish the
claimant with a written decision of his or her claim on review within sixty (60)
days of receipt of claimant's request for appeal. The


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Committee's decision shall indicate the specific reasons for the decision and
the pertinent provisions of the Plan on which the decision is based. If the
Committee does not furnish a written decision to the claimant within such sixty
(60) day period, the claim shall be deemed denied on appeal.

      Section 5.05. Participant Rights Unsecured.

      (a) Unsecured Claim. The right of a Participant or his Beneficiary to
receive a distribution hereunder shall be an unsecured claim, and neither the
Participant nor any Beneficiary shall have any rights in or against any amount
credited to his Account or any other specific assets of a Participating
Employer. The right of a Participant or Beneficiary to the payment of benefits
under this Plan shall not be assigned, encumbered, or transferred, except by
will or the laws of descent and distribution. The rights of a Participant
hereunder are exercisable during the Participant's lifetime only by him or his
guardian or legal representative.

      (b) Contractual Obligation. The Company may authorize the creation of a
trust or other arrangements to assist it in meeting the obligations created
under the Plan. However, any liability to any person with respect to the Plan
shall be based solely upon any contractual obligations that may be created
pursuant to the Plan. No obligation of a Participating Employer shall be deemed
to be secured by any pledge of, or other encumbrance on, any property of a
Participating Employer. Nothing contained in this Plan and no action taken
pursuant to its terms shall create or be construed to create a trust of any
kind, or a fiduciary relationship between a Participating Employer and any
Participant or Beneficiary, or any other person.

      Section 5.06. No Contract of Employment. The Plan is an expression of the
Company's present policy with respect to Company executives who meet the
eligibility requirements set forth herein; it is not a part of any contract of
employment. No Eligible Executive,


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Beneficiary or other person shall have any legal or other right to any
Supplemental Benefit or Conditional Annuity.

      Section 5.07. Governing Law. Except as otherwise provided under federal
law, the Plan and all rights thereunder shall be governed, construed and
administered in accordance with the laws of the State of Delaware.

      Section 5.08. Amendment or Termination. The Company reserves the right to
modify or amend, in whole or in part, or to terminate this Plan, at any time,
with or without notice.

      Section 5.09. Administrative Expenses. Costs of establishing and
administering the Plan will be paid by the Participating Employers.

      Section 5.10. No Assignment of Benefits. No rights or benefits under the
Plan shall, except as otherwise specifically provided by law, be subject to
assignment (except for the designation of beneficiaries pursuant to subsection
(a) of Section 1.01), nor shall such rights or benefits be subject to attachment
or legal process for or against an Eligible Executive, Eligible Retired
Executive or his or her Beneficiary.

      Section 5.11. Successors and Assigns. This Plan shall be binding upon and
inure to the benefit of the Participating Employers, their successors and
assigns and the Participants and their heirs, executors, administrators, and
legal representatives.


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