Restricted Stock Plan For Non-employee Directors

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
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