EXHIBIT 10.19.1

                                  AMENDMENTS TO
                               VISTEON CORPORATION
               SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (THE "SERP")

     Effective January 1, 2005, Section 2.04 of the SERP is hereby amended to
read as follows:

          (a) Subject to the earning-out conditions set forth in Article VI,
     supplemental benefits, in the amount determined under Section 2.03, shall
     be payable out of the Company's general funds as follows: a lump sum
     payment, equal to seven months of supplemental benefits, shall be made on
     the first day of the seventh month following the Participant's termination
     of employment after satisfying the eligibility requirements set forth in
     Section 2.01, or as soon thereafter as practicable; thereafter,
     supplemental benefits shall be paid monthly, commencing on the first day of
     the eighth month following the Participant's termination of employment.
     Payments to a Participant hereunder shall cease at the end of the month in
     which the Participant dies. There is no pre-retirement or post-retirement
     death benefit payable under this Article II following the death of the
     Participant.

          (b) Notwithstanding subparagraph (a) above, the Company may permit a
     Participant during the calendar year 2005 to elect to partially terminate
     participation and receive an immediate distribution (in 2005) of six months
     of supplemental benefit payments. Remaining supplemental benefit payments
     to a Participant who makes such an election with the consent of the Company
     shall be made monthly, commencing on the first day of the seventh month
     following the Participant's termination of employment.

     Effective January 1, 2005, Section 3.04 of the SERP is amended to read as
follows:

          (a) The Participant's monthly supplemental benefit shall be paid by
     the Participating Employer as follows: a lump sum payment, equal to seven
     months of supplemental benefits, shall be made on the first day of the
     seventh month following the Participant's termination of employment or as
     soon thereafter as practicable; thereafter, the supplemental benefit shall
     be paid to the person receiving payment of the corresponding benefit under
     the BalancePlus Program with each payment being made, as nearly as
     practicable, at the same time as the corresponding benefit from the
     BalancePlus Program, but no sooner than the first day of the seventh month
     following the Participant's termination of employment. The interest rates,
     mortality factors, annuity conversion factors, early commencement
     reductions, assumptions for converting from one form of benefit to another,
     and all other actuarial conversion and adjustment factors, shall be the
     same as those applicable in calculating the Participant's actual annuity
     benefit under the BalancePlus Program.



          (b) Notwithstanding subparagraph (a) above, the Company may permit a
     Participant during the calendar year 2005 to elect to partially terminate
     participation and receive an immediate distribution (in 2005) of six months
     of supplemental benefit payments. Remaining supplemental benefit payments
     to a Participant who makes such an election with the consent of the Company
     shall be made to the person receiving payment of the corresponding benefit
     under the BalancePlus Program with each payment being made, as nearly as
     practicable, at the same time as the corresponding benefit from the
     BalancePlus Program, but no sooner than the first day of the seventh month
     following the Participant's termination of employment.

     Effective January 1, 2005, subparagraph (a) of Section 4.03 of the SERP is
amended to read as follows:

          (a) Subject to the earning-out conditions set forth in Article IV,
     Conditional Annuities, in the amount determined under Section 4.02, shall
     be payable out of the Company's general funds monthly beginning on the
     first day of the month when Participant's retirement benefit under any
     Retirement Plan or under the Company's Executive Separation Allowance Plan
     begins, but not sooner than the seventh month following the Participant's
     termination of employment. If Conditional Annuity payments otherwise
     payable are delayed pursuant to this paragraph, a lump sum equal to the
     delayed payments shall be paid on the first day of the seventh month
     following the Participant's termination of employment after satisfying the
     eligibility requirements set forth in Section 2.01, or as soon thereafter
     as practicable, and remaining Conditional Annuity payments shall be paid
     monthly, commencing on the first day of the seventh month following the
     Participant's termination of employment. Except as provided in Section
     4.04, payments with respect to a Participant hereunder shall cease at the
     end of the month in which the Participant dies.

     Effective January 1, 2005, Section 4.03 of the SERP is amended to add
subparagraph (c) to read as follows:

          (c) Notwithstanding subparagraph (a) above, the Company may permit a
     Participant during the calendar year 2005 to elect to partially terminate
     participation and receive an immediate distribution (in 2005) of six months
     of Conditional Annuity payments. Remaining Conditional Annuity payments to
     a Participant who makes such an election with the consent of the Company
     shall be made monthly in accordance with subparagraph (a) above, but
     commencing no sooner than the first day of the seventh month following the
     Participant's termination of employment.


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     Subparagraph 5.01(c) of the SERP is amended to read as follows:

          (c) The supplemental benefit under subsection (a) above shall be paid
     as follows: a lump sum payment, equal to seven months of supplemental
     benefit payments, shall be made on the first day of the seventh month
     following the Participant's termination of employment, or as soon
     thereafter as practicable; thereafter, the supplemental benefit shall be
     paid in the same form and for the same duration as is paid the
     Participant's benefit under the General Retirement Plan of Ford Motor
     Company, but no sooner than the first day of the seventh month following
     the Participant's termination of employment. Notwithstanding the foregoing,
     the Company may permit a Participant during the calendar year 2005 to elect
     to partially terminate participation and receive an immediate distribution
     (in 2005) of six months of supplemental benefit payments. Remaining
     supplemental benefit payments to a Participant who makes such an election
     with the consent of the Company shall be made monthly, commencing on the
     first day of the seventh month following the Participant's termination of
     employment. The supplemental benefit under subsection (b) above shall be
     paid in accordance with Article II of this Plan as if the benefit had been
     initially calculated under that Article.

     Subparagraph (b) of Section 5.02 of the SERP is hereby amended to read as
follows:

     The additional benefit shall be paid at the same time and in the same form
     as the Participant's benefit under the Visteon Corporation Pension Parity
     Plan is paid, and shall be subject to all of the other terms of the
     conditions of the Visteon Pension Plan and the Visteon Corporation Pension
     Parity Plan as if the additional benefit were actually accrued under such
     plans.


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