8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) August 14, 2008

VISTEON CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-15827	38-3519512
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One Village Center Drive, Van Buren Township, Michigan	48111
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (800)-VISTEON

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Amendment to the Escrow Agreement

Amended and Restated Reimbursement Agreement

Third Amendment to the Master Services Agreement

Amendment to the Visteon Salaried Employee Lease Agreement

Fourth Amendment to the Intellectual Property Contribution Agreement

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SECTION 1 — REGISTRANT’S BUSINESS AND OPERATIONS

Item 1.01. Entry into a Material Definitive Agreement.

               On August 14, 2008, Visteon Corporation (the “Company”), Ford Motor Company (“Ford”) and Automotive Components Holdings, LLC (“ACH”) amended the following agreements:

• The Escrow Agreement, dated as of October 1, 2005 (the “Escrow Agreement”), among Ford, the Company and Deutsche Bank Trust Company Americas, was amended to, among other things, provide that Ford will contribute an additional $50 million into the escrow account, and to provide that such additional funds shall be available to the Company to fund restructuring and other qualifying costs, as defined within the Escrow Agreement, on a 100% basis.

• The Reimbursement Agreement, dated as of October 1, 2005, between Ford and the Company, was amended and restated to, among other things, require Ford to reimburse the Company for certain severance expenses and other qualifying termination benefits, as defined in such agreement, relating to the termination of salaried employees who were leased to ACH. Previously, the amount required to be reimbursed by Ford was capped at $150 million, of which the first $50 million was to be funded in total by Ford and the remaining $100 million was to be matched by the Company. Any unused portion of the $150 million as of December 31, 2009 was to be deposited into the escrow account governed by the Escrow Agreement.

• The Master Services Agreement, dated as of September 30, 2005, as amended, between the Company and ACH, was amended to, among other things, extend the term that Visteon will provide certain services to ACH, Ford and others from December 31, 2009 to January 1, 2011.

• The Visteon Salaried Employee Lease Agreement, dated as of October 1, 2005, as amended, between the Company and ACH was amended to, among other things, extend the term that ACH may lease salaried employees of the Company from December 31, 2010 to December 31, 2014.

• The Intellectual Property Contribution Agreement, dated as of October 1, 2005, as amended, among the Company, Visteon Global Technologies, Inc., Automotive Components Holdings, Inc. and ACH was amended to, among other things, to clarify the availability for use of certain patents, design tools and other proprietary information.

               The description of the above amendments does not purport to be complete and is qualified in their entirety by reference to the complete text of the amendments, copies of which are filed as exhibits 10.1 through 10.5 hereto and incorporated herein by reference.

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SECTION 9 — FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Amendment, dated as of August 14, 2008, to the Escrow Agreement, dated as of October 1, 2005, among Ford, the Company and Deutsche Bank Trust Company Americas.
10.2	Amended and Rested Reimbursement Agreement, dated as of August 14, 2008, between Ford and the Company.
10.3	Third Amendment, dated as of August 14, 2008, to the Master Services Agreement, dated as of September 30, 2005, as amended, between the Company and ACH.
10.4	Amendment, dated as of August 14, 2008, to the Visteon Salaried Employee Lease Agreement, dated as of October 1, 2005, as amended, between the Company and ACH.
10.5	Fourth Amendment, dated as of August 14, 2008, to the Intellectual Property Contribution Agreement, dated as of October 1, 2005, as amended, among the Company, Visteon Global Technologies, Inc., ACH and Automotive Components Holdings, Inc.

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SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	VISTEON CORPORATION
Date: August 20, 2008	By:	/s/ William G. Quigley III
		William G. Quigley III
		Executive Vice President and Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description	Page
10.1	Amendment, dated as of August 14, 2008, to the Escrow Agreement, dated as of October 1, 2005, among Ford Motor Company, Visteon Corporation and Deutsche Bank Trust Company Americas.
10.2	Amended and Rested Reimbursement Agreement, dated as of August 14, 2008, between Ford Motor Company and Visteon Corporation.
10.3	Third Amendment, dated as of August 14, 2008, to the Master Services Agreement, dated as of September 30, 2005, as amended, between Visteon Corporation and Automotive Components Holdings, LLC.
10.4	Amendment, dated as of August 14, 2008, to the Visteon Salaried Employee Lease Agreement, dated as of October 1, 2005, as amended, between Visteon Corporation and Automotive Components Holdings, LLC.
10.5	Fourth Amendment, dated as of August 14, 2008, to the Intellectual Property Contribution Agreement, dated as of October 1, 2005, as amended, among Visteon Corporation, Visteon Global Technologies, Inc., Automotive Components Holdings, Inc. and Automotive Components Holdings, LLC.

EX-10.1

Exhibit 10.1

Ford Motor Company

One American Road

Dearborn, Michigan 48126

	August 14, 2008
Visteon Corporation	Deutsche Bank Trust Company Americas
One Village Center Drive	60 Wall Street, 27th Floor, Mail Stop: NYC60-2710
Van Buren Twp., MI 48111	New York, NY 10005
Attn: John Donofrio, General Counsel	Attn: Luigi Sacramone, Escrow Team
Facsimile 734-710-7132	luigi.sacramone@db.com
jdonofri@visteon.com

Re: Escrow Agreement dated October 1, 2005 (the “Agreement”) among Ford Motor Company, Visteon Corporation and Deutsche Bank Trust Company Americas (“Escrow Agent”)

Dear Messrs. Donofrio and Bayne:

	Please confirm by signing below the following changes to the Agreement:
1.	Within five business days after the date hereof, Ford shall deposit an additional Fifty Million ($50,000,000) Dollars into the Escrow Fund.
2.	Section 1.1 of the Agreement is amended and restated to read as follows:

1.1 Amount of Deposit. Pursuant to the Visteon “A” Transaction Agreement, Ford shall deposit with the Escrow Agent on the date hereof (or, if the date hereof is not a Business Day, then the next Business Day thereafter) the sum of Four Hundred Million Dollars ($400,000,000). This amount shall constitute a separate escrow fund (together with such other amounts that may be deposited by Ford with the Escrow Agent pursuant to the terms of a letter agreement dated August 14, 2008 or otherwise (the “Additional Escrow Monies”) , the “Escrow Fund”) to be governed by the terms of this Agreement.

3. Section 3.1 of the Agreement is amended and restated to read as follows:

3.1 Uncontested Reimbursements. If, within fifteen (15) Business Days after a Request for Escrow Reimbursement is received by the Escrow Agent and Ford pursuant to subsection 2.1, Ford has not delivered its objection to such Request for Escrow Reimbursement in writing to Visteon and the Escrow Agent, then the Escrow Agent shall distribute to Visteon from the Escrow Fund the amount requested in the Request for Escrow Reimbursement; provided, however, that (i) until such time that the disbursements from the Escrow Fund exceed Two Hundred Fifty Million Dollars ($250,000,000) (the “Initial Date”), the Escrow Agent shall disburse 100% of any Request for Escrow Reimbursement, (ii) after the Initial Date, an amount equal to the Escrow Earnings as of the Initial Date (less any amounts paid or payable to the Escrow Agent or other third parties pursuant to subsection 3.3 and Sections 4, and 7 of this Escrow Agreement up to and including the Initial Date) (“Special Escrow Earnings”) will also be available for disbursement at 100% of any Request for Escrow Reimbursement, (iii) after the Initial Date and the disbursement of all Special Escrow Earnings and prior to the deposit of the Additional Escrow Monies into the Escrow Fund, the Escrow Agent shall disburse only 50% of any Request for Escrow Reimbursement; (iv) after the Initial Date and the disbursement of all Special Escrow Earnings and after

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August 14, 2008

the deposit of the Additional Escrow Monies into the Escrow Fund in accordance with this Agreement, the Escrow Agent may again disburse 100% of any Requests for Escrow Reimbursement up to the amount of the Additional Escrow Monies; (v) after the full amount of the Additional Escrow Monies has been disbursed, the Escrow Agent shall disburse only 50% of any Requests for Escrow Reimbursement; provided that the total amount of any Requests for Escrow Reimbursement disbursed at 50% under clauses (iii) and (v) may not exceed One Hundred Fifty Million Dollars ($150,000,000), and (vi) any remaining amounts in the Escrow Fund will be available for disbursement at 100% of any Request for Escrow Reimbursement. For example, if, after the Initial Date and the disbursement of all of the Special Escrow Earnings and either prior to the deposit of the Additional Escrow Monies or after all of the Additional Escrow Monies have been disbursed, Visteon submits a Request for Escrow Reimbursement in the amount of $5 million, then the Escrow Agent shall disburse only $2.5 million with respect to such request. If, however, after the disbursement of the Special Escrow Earnings and Four Hundred Fifty Million Dollars ($450,000,000), Visteon submits a Request for Escrow Reimbursement in the amount of $5 million, then the Escrow Agent shall disburse to Visteon with respect to such request the lesser of the amounts remaining in the Escrow Fund and $5 million. If Ford has delivered its objection to all or any portion of such Request for Escrow Reimbursement, then notwithstanding the foregoing provisions of this subsection, the Escrow Agent may distribute to Visteon from the Escrow Fund only such amounts permitted under subsection 3.2 hereof.

3. Section 5 of the Agreement is amended to remove Weil, Gotshal & Manges LLP from the list of Visteon notice recipients.

All terms with initial capitalization used herein shall have the meanings specified in the Agreement. All other terms and conditions of the Agreement remain unchanged and in full force and effect.

Sincerely,
 

/s/ Peter J. Sherry  

Secretary 

Agreed:

Deutsche Bank Trust Company Americas		Visteon Corporation
By:	/s/ Luigi Sacramone	By:	/s/ Heidi A. Sepanik
Title: Associate		Title: Secretary

EX-10.2

Exhibit 10.2

AMENDED AND RESTATED REIMBURSEMENT AGREEMENT

     THIS AMENDED AND RESTATED REIMBURSEMENT AGREEMENT is dated as of August 14, 2008 (this “Agreement”) and amends and restates that certain Reimbursement Agreement dated as of October 1, 2005 between FORD MOTOR COMPANY (“Ford”) and VISTEON CORPORATION (“Visteon”).

     A. Ford and Visteon have entered into a Master Agreement dated as of September 12, 2005 (the “Master Agreement”) and a Visteon “A” Transaction Agreement dated as of September 12 2005 (the “Visteon “A” Transaction Agreement”). As part of the consideration, Ford is required to reimburse Visteon for certain separation costs incurred by Visteon in connection with Visteon salaried employees who are assigned to work at Automotive Components Holdings, LLC (“ACH”) pursuant to that certain Visteon Salaried Employee Lease Agreement between Visteon and ACH dated as of October 1, 2005 (the “Employee Lease Agreement”).

     B. Ford and Visteon desire to more fully set forth in this Agreement the terms and conditions applicable to the reimbursement obligation.

     NOW, THEREFORE, in consideration received to their full satisfaction, Ford and Visteon agree as follows:

     1. Separation Costs. Subject to the terms of this Agreement, all Separation Costs for Eligible Employees shall be subject to reimbursement hereunder.

As used herein the term “Separation Costs” means:

(a)	the amounts payable to Eligible Employees under the terms of the Visteon Separation Program (“VSP”) as described in Section 2.06(a) of the Employee Lease Agreement, as that Section 2.06(a) may be amended, modified, waived or supplemented from time to time, (or similar program applicable to Eligible Employees who are entitled to benefits under other separation programs of Visteon because they are based in other countries although working in the United States); and
(b)	the cost of COBRA continuation coverage and life insurance premiums to cover the obligations to pay medical benefits and life insurance under the applicable salaried employee separation program; and
(c)	the cost of outplacement services in accordance with the applicable salaried employee separation plan, and
(d)	costs incurred in accordance with FAS No.88 “Employer’s Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits” as determined and supported by an external actuary; and
(e)	reimbursements to Ford pursuant to Section 3.01(c)(ii) of the Amended and Restated Employee Transition Agreement between Ford and Visteon dated as of April 1, 2000 and restated as of December 19, 2003 and as amended as of the date hereof.

As used herein the term “Eligible Employee” means an employee of Visteon or a subsidiary of Visteon who is (a) leased to ACH pursuant to the Employee Lease Agreement; and (b) whose employment with Visteon has been terminated and such employee either:

A.	has not been offered employment by a buyer of the Automotive Components Holdings, Inc. (“ACH”) businesses, or
B.	has been offered employment by Visteon or by a buyer of the ACH businesses but has not accepted the employment offer because the position is not a comparable position as agreed by Ford and Visteon,

provided, however, that an employee who is terminated for an offense that would justify a “for cause” termination under Visteon’s Personnel policies or for failure to achieve acceptable performance under the Visteon Performance Improvement Program is not an Eligible Employee.

Notwithstanding the foregoing, Ford shall have no obligation to reimburse Visteon or any of its subsidiaries pursuant to this Agreement after the date on which:

(a)	there are no employees leased pursuant to the Employee Lease Agreement; and
(b)	all of Ford’s obligations for the reimbursement of Separation Costs with respect to such employees under this Agreement have been fulfilled.

Further, the parties acknowledge that this Agreement no longer requires Ford to pay any amounts into the escrow fund established pursuant to that certain Escrow Agreement dated as of October 1, 2005 among the parties and Deutsche Bank Trust Company Americas, as Escrow Agent.

     2. Request for Reimbursement. Visteon shall deliver a copy of a request for reimbursement of Separation Costs (each, a “Request for Reimbursement”) to Ford, provided, however, that Visteon shall not be entitled to make a Request for Reimbursement seeking reimbursement for a specific category of Separation Costs if a Final Award (defined herein) previously rendered in favor of Ford ruled that such category was not eligible for reimbursement hereunder. A Request for Reimbursement shall be submitted no more often than once each calendar month on or before the tenth (10th) Business Day following the end of such month. Each Request for Reimbursement shall contain the following information:

(a)

A certification by an officer of Visteon (or other person designated by Visteon and reasonably acceptable to Ford) substantially in the form attached hereto as Exhibit A that the Request for Reimbursement covers only Separation Costs as defined herein; and

(b)

Supporting documentation showing the Separation Costs that have been incurred, which will contain a description of the restructuring action and related cost(s) and which will identify the number and identity (including their name, global identification number, organization name, organization code, and date of termination of employees to be terminated, their locations, the expected completion date, and a description of the benefit arrangement that employees will receive upon termination (including cash payments and special termination benefits) (such employee information ,”Employee Data”). If Separation Costs are incurred in connection with an involuntary retirement program where the identity of the participants is not yet known and Visteon is required to publicly report such costs in its financial statements covering the period in which the

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costs are incurred, then a description of the affected group of employees may be provided in lieu of the Employee Data, provided, however, that Visteon shall deliver to Ford the Employee Data as soon as it is available.

     3. Disbursements. All disbursements shall be made by Ford to Visteon or its designee by wire transfer to an account specified by Visteon initiated within fifteen (15) Business Days after Ford’s receipt of a properly documented Request for Reimbursement, subject to Ford’s rights under Section 5 hereof and its right to contest a Request for Reimbursement under subsection 6.2 hereof.

     4. Reporting Obligations. Within forty-five (45) days after the end of each calendar year, Visteon shall provide to Ford a statement indicating the total amount of Separation Costs actually incurred by Visteon for which Ford was billed for both the preceding calendar year and prior calendar years. Visteon shall provide such statements until the Employee Lease Agreement is terminated.

     5. Reductions in Reimbursement Obligation. If, (i) pursuant to an arbitration award, court order or written settlement agreement executed by Ford and Visteon, Ford or its subsidiaries or affiliates becomes entitled to recover from Visteon or its subsidiaries or affiliates as a result of any indemnification obligation contained in, or any breach or default arising under, any of the Transaction Documents (“Visteon Obligation”), and (ii) Ford or its subsidiaries or affiliates has not received the full amount of the Visteon Obligation within the time frame provided in such award, order or settlement agreement, then Ford shall have a right to deliver to Visteon a notice (each, a “Notice of Set-Off”) accompanied by a copy of the award, order, settlement agreement or written instructions and Ford’s obligation to reimburse Visteon hereunder will be immediately reduced by the amount set forth in such award, order, settlement agreement or written instruction. If, however, the award or order that served as the basis for a reduction in reimbursement obligation hereunder is overruled or otherwise vacated by a final, non-appealable order or upon written settlement agreement executed by Ford and Visteon, then Ford’s obligation to reimburse Visteon hereunder shall be increased by the amount by which the award or order was overruled or vacated or with respect to which Ford and Visteon have reached agreement pursuant to such written settlement.

     6. Procedure for Reimbursement.

     6.1 Uncontested Reimbursements. If, within fifteen (15) Business Days after a Request for Reimbursement is received by Ford, Ford has not delivered its objection to such Request for Reimbursement in writing to Visteon, then Ford shall reimburse to Visteon the amount requested in the Request for Reimbursement. If Ford has delivered its objection to only a portion of such Request for Reimbursement, then Ford shall distribute to Visteon the uncontested amount.

     6.2 Contested Reimbursements. If Ford gives Visteon written notice contesting all or any portion of a Request for Reimbursement (a “Contested Reimbursement”) within the fifteen (15) Business Day period specified in subsection 6.1, then such Contested Reimbursement shall be resolved by either (i) a written settlement agreement executed by Ford and Visteon or (ii) in the absence of such a written settlement agreement, by binding arbitration between Ford and Visteon in accordance with the terms and provisions of subsection 6.3, provided, however, that Ford shall not be entitled to contest any portion of a Request for Reimbursement to the extent that such portion of the request seeks reimbursement for a specific category of Separation Costs that a Final Award (defined herein) had ruled

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was eligible for reimbursement hereunder. Each Contested Reimbursement shall set forth in reasonable detail the basis for Ford’s contest of a Request for Reimbursement. In the event of a Contested Reimbursement, Ford and Visteon shall attempt in good faith to agree upon the rights of the respective Parties with respect to such claim. If a Contested Reimbursement is settled by a written settlement agreement executed by Visteon and Ford, then Visteon and Ford shall abide by the terms of such settlement agreement.

     6.3 Arbitration Disputes. 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 seeking relief hereunder.

(i)	CPR. Following good faith negotiations between Ford and Visteon in accordance with subsection 6.2 hereof or otherwise, any Contested Reimbursement that is not resolved in accordance with subsection 6.2(i) or any other dispute arising between the parties relating to this Agreement will be submitted to mandatory, final and binding arbitration before a sole arbitrator in accordance with the CPR Rules, including discovery rules, for Non-Administered Arbitration, as follows. Within five (5) 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 subject to the authority of the arbitrator to resolve discovery disputes between the parties. Upon the conclusion of discovery, each party shall again submit to the arbitrator its requested relief (which may be modified 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, provided, however, that with respect to a Request of Reimbursement, the arbitrator may act separately upon each portion of such request that has been contested under subsection 6.2 hereof. The arbitrator will limit his/her final ruling to selecting the entire requested relief he/she considers the most appropriate from those submitted by the parties.
(ii)	Location of Arbitration. Arbitration shall take place in the City of Dearborn, Michigan unless the parties agree otherwise 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., and judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction as set forth in Section 13.
(iii)	Payment of Costs. Ford, on the one hand, and Visteon, on the other hand, will initially fund such deposits and advances required as may be required by the arbitrator in equal proportions, but either party may advance such amounts. The arbitrator will determine in the Final Award (defined herein) the party who is the prevailing party and the party who is not the prevailing party (the “Non-Prevailing Party”). The Non-Prevailing Party will

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	pay all reasonable costs, fees and expenses related to the arbitration, including reasonable fees and expenses of attorneys, accountants and other professionals incurred by the prevailing party, the fees of each arbitrator and the administrative fee of the arbitration proceedings and any amounts advanced by the Prevailing Party for such items, provided, however, that if such an award would result in manifest injustice, the arbitrator may apportion such costs, fees and expenses between the parties in such a manner as the arbitrator deems just and equitable (such costs, fees and expenses as may be apportioned by the arbitrator pursuant to the preceding clause, the “Arbitration Expenses”). If Visteon is the Non-Prevailing Party, then Ford may reduce its reimbursement obligation hereunder by the amount of the Arbitration Expenses. If the amount of the Arbitration Expenses exceeds the amount of Ford’s reimbursement obligation hereunder, then Visteon shall pay such excess as promptly as possible but in no event later than ten (10) Business Days after the Final Award (defined herein) is rendered pursuant to subparagraph (v) below. If Ford is the Non-Prevailing Party, then Ford shall pay to Visteon, by wire transfer, the Arbitration Expenses as promptly as possible, but in no event later than ten (10) Business Days after such Final Award is rendered.
(iv)	Burden of Proof. Except as may be otherwise expressly provided herein, for any Contested Reimbursement or any other matter submitted to arbitration hereunder, the burden of proof will be as it would have been if the claim were litigated in a judicial proceeding in a Michigan state court and governed exclusively by the internal laws of the State of Michigan, without regard to the principles of choice of law or conflicts of law of any jurisdiction.
(v)	Award. Upon the conclusion of any arbitration proceedings hereunder, the arbitrator will render findings of fact and conclusions of law and a final written arbitration award setting forth its resolution of the matters submitted for resolution, the basis and reasons therefor and the Arbitration Expenses (the “Final Award”) and will deliver such documents to the parties together with a signed copy of the Final Award. Subject to the provisions of subparagraph (vii) below, the Final Award will constitute a conclusive determination of all issues in question that shall be binding upon the parties hereto and shall include an affirmative statement to such effect. To the extent that the Final Award determines that Visteon is entitled to the Contested Reimbursement, then, subject to any reduction in its reimbursement obligation in accordance with Section 5 hereof, Ford shall reimburse Visteon the full amount of the Contested Reimbursement or, if Ford is obligated pursuant to Section 6.1 to reimburse only one-half of the Request for Reimbursement, then Ford shall reimburse one-half of the Contested Reimbursement.
(vi)	Timing. The parties and the arbitrator will conclude each arbitration pursuant to subsection 6.3 as promptly as possible.
(vii)	Terms of Arbitration. The arbitrator chosen in accordance with these provisions will not have the power to alter, amend or otherwise affect the terms of these arbitration provisions or the other provisions of this Agreement.

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7. Notices. All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission and electronic mail (“e-mail”) transmission, so long as a receipt of such e-mail is requested and received) and shall be given,

If to Ford:	Ford Motor Company
	11th Floor
	One American Road
	Dearborn, Michigan 48121
	Attn: Secretary
	Facsimile: 1-313-248-8713
	psherry@ford.com
with a copy to:	Ford Motor Company
	320 WHQ
	One American Road
	Dearborn, Michigan 48121
	Attn: Diale Taliaferro, Counsel
	Facsimile: 1-313- 755-4770
	dtaliafe@ford.com
If to Visteon	Visteon Corporation
	One Village Center Drive
	Van Buren Twp., MI 48111
	Attn: John Donofrio, General Counsel
	Facsimile: 1-734-710-7132
	jdonofri@visteon.com

or such other address, facsimile number or e-mail address as such party may hereafter specify for the purpose by notice to the other parties hereto. All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. in the place of receipt and such day is a Business Day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt.

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8. General.

     8.1 Governing Law. The internal laws of the State of Michigan, irrespective of its choice of law principles, shall govern the validity of this Agreement, the construction of its terms, and the interpretation and enforcement of the rights and duties of the parties hereto.

     8.2 Counterparts. This Agreement may be executed in counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

     8.3 Entire Agreement/Amendment. This Agreement and the exhibits hereto constitutes the entire understanding and agreement of the parties hereto with respect to the subject matter hereof and supersede all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties with respect hereto. The express terms hereof control and supersede any course of performance or usage of the trade inconsistent with any of the terms hereof. This Agreement may be amended only by the written agreement of Ford and Visteon.

     8.4 Waivers. No waiver by any party hereto of any condition or of any breach of any provision of this Agreement shall be effective unless in writing. No waiver by any party of any such condition or breach, in any one instance, shall be deemed to be a further or continuing waiver of any such condition or breach or a waiver of any other condition or breach of any other provision contained herein.

     8.5 Certain Definitions. As used herein, (a) the term “Business Day” means a day, other than a Saturday, Sunday or other day on which commercial banks in Detroit, Michigan are authorized or required by law to close; and (b) the term “Transaction Documents” shall mean the Master Agreement, the Contribution Agreement Transaction Documents as defined in that certain Contribution Agreement dated as of September 12, 2005 between Visteon and ACH, the Visteon “B” Transaction Documents as defined in that certain Visteon “B” Purchase Agreement dated as of September 12, 2005 between Ford and Visteon and the Visteon “A” Transaction Documents as defined in that certain Visteon “A” Transaction Agreement dated as of September 12, 2005. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. When a reference is made in this Agreement to a Section, subsection or Exhibit, such reference shall be to a Section or subsection of, or an Exhibit to, this Agreement unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the singular is used herein, the same shall include the plural, and whenever the plural is used herein, the same shall include the singular, where appropriate.

9. Force Majeure If either party hereto is rendered unable, wholly or in part, by Force Majeure (as defined herein) to perform its obligations hereunder (other than the obligation to pay money), such party shall give prompt notice to the other party with reasonable particulars including the probable extent of the inability to perform such obligation. Upon the giving of such notice, the obligation of such party shall be suspended but only to the extent and for the time period it is affected by such Force Majeure. The affected party shall use all possible diligence to eliminate the effect of such Force Majeure. For purposes of this Agreement, the term “Force Majeure” shall mean acts of God, strikes, lockouts,

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riots, acts of war, epidemics, governmental regulations superimposed after the fact, acts of terror, communication line failures, computer viruses, power failures, earthquakes or other disasters.

10. Reproduction of Documents. This Agreement and all documents relating thereto, including (a) consents, waivers and modifications which may hereafter be executed, and (b) certificates and other information previously or hereafter furnished, may be reproduced by any photographic, photostatic, microfilm, optical disk, micro-card, miniature photographic or other similar process. The parties hereto agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further reproduction shall likewise be admissible in evidence.

11. Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other governmental authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

12. Specific Performance. The parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof in the courts specified in Section 13 hereof, in addition to any other remedy to which they are entitled at law or in equity.

13. Consent to Jurisdiction and Service Relating to Disputes The parties hereby absolutely and irrevocably consent and submit to the jurisdiction of the courts in the State of Michigan (and of any federal court located in said state) in connection with any actions or proceedings to enter a judgment upon the Final Award entered by the arbitrator hereunder or to award injunctive relief as provided in Section 12 hereof. In any such action or proceeding, the parties hereby absolutely and irrevocably waive personal service of any summons, complaint, declaration or other process and hereby

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absolutely and irrevocably agree that the service thereof may be made by certified or registered first-class mail directed to the parties hereto at their respective addresses in accordance with Section 7 hereof.

     IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date set forth above.

FORD MOTOR COMPANY		VISTEON CORPORATION
By:	/s/ Peter J. Sherry Jr.	By:	/s/ Heidi A. Sepanik
Title: Secretary		Title: Secretary

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EXHIBIT A

CERTIFICATE

     I,                                         ,                                          , of VISTEON CORPORATION, a Delaware corporation (“Company”), DO HEREBY CERTIFY that the attached Request for Reimbursement requests reimbursement from Ford only for Separation Costs as defined in that certain Amended and Restated Reimbursement Agreement dated [                    ] between Ford Motor Company and the Company.

     IN WITNESS WHEREOF, I have hereunto set my hand this ___ day of                     , ___.

EXHIBIT A-1

FORM OF

REQUEST FOR REIMBURSEMENT

Date:                                         

Itemize the amount of Reimbursable Separation Costs by Facility and Type of Separation Action:

Facility:                                         

Type of Reimbursable Separation Costs:

Amount of Reimbursable Separation Costs Incurred:

List of Supporting Documentation Attached:

For Month Ending:

EX-10.3

Exhibit 10.3

THIRD AMENDMENT TO MASTER SERVICES AGREEMENT

     This THIRD AMENDMENT TO MASTER SERVICES AGREEMENT, dated as of August 14, 2008 (this “Third MSA Amendment”) is made by and between VISTEON CORPORATION, a Delaware corporation (“Visteon”) and AUTOMOTIVE COMPONENTS HOLDINGS, LLC, a Delaware limited liability company (“ACH LLC”, and collectively with its Subsidiaries, “ACH”). Visteon and ACH are each individually referred to herein as a “Party,” and collectively, as the “Parties.”

     WHEREAS, Visteon Corporation, a Delaware corporation (“Visteon”) and Automotive Components Holdings, LLC, a Delaware limited liability company (“ACH”) have entered into that Master Services Agreement dated September 30, 2005, as amended by that First Amendment to the Master Services Agreement dated April 24, 2006 and that Second Amendment to Master Services Agreement dated June 7, 2007 (the “Master Services Agreement”), which establishes the terms and conditions pursuant to which Visteon provides or will provide certain Services to ACH, Ford and certain ACH Buyers (as defined in the Master Services Agreement).

     WHEREAS, Visteon and ACH wish to amend the Master Services Agreement on the terms and subject to the conditions set forth herein;

     NOW, THEREFORE, in consideration of the covenants and agreements set forth in this Third MSA Amendment, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Visteon and ACH agree as follows:

     1. Term. Notwithstanding anything to the contrary in the Master Services Agreement,

a.	The Extended Term of the Master Services Agreement is hereby extended, effective as of the date of this Third MSA Amendment, for twelve (12) months from December 31, 2009, so that the Master Services Agreement will expire at 12:01 a.m. January 1, 2011, unless earlier terminated in accordance with its terms;
b.	The 5% mark-up contemplated in Section 5.1(a) of the Master Services Agreement shall continue to apply to Service Fees during the Extended Term as extended herein, but there shall be no additional mark-up or increase in such 5% mark-up as it relates to ACH during such Extended Term; however, nothing in this provision amends or modifies Section 5.1(b) of the Master Services Agreement.
c.	Upon the expiration or termination of the Extended Term and at the request of ACH, Visteon shall negotiate in good faith to provide ACH, on commercially reasonable terms, with (i) Services necessary for the continuation of ACH operations and (ii) those services that are required to

D-1

provide access to and facilitate use of the Climate Tools provided to ACH pursuant to the Intellectual Property Contribution Agreement, as amended. If, during the Term or any Extended Term of the Master Services Agreement, ACH should terminate a Service that is required for the continued access to and use of the executable version of engineering design tools, then Visteon shall negotiate in good faith to provide ACH, on commercially reasonable terms, with such services as are necessary for the continuation of such access and use. For the avoidance of doubt, nothing in this Amendment expands or modifies any rights granted to ACH under the terms of the Intellectual Property Contribution Agreement, as amended.

The Master Services Agreement is hereby amended to reflect the foregoing.

     2. Services Fees. The following Section 5.1(e) shall be inserted into the Master Services Agreement:

     (e) Notwithstanding anything to the contrary in this Agreement (in particular, Subsection 5.1(d)(i)(4)), the Revised BMO Charge shall be eliminated and replaced without further action of the Parties, effective as of January 1, 2009 and for the remainder of the Term of the Master Services Agreement, with a variable fee of ten percent (10%) of the actual Service Fees incurred by ACH in the previous calendar month (the “Variable BMO Charge”), provided, however, that the Variable BMO Charge:

     (i) shall apply to costs of Visteon Third Party Service Providers incurred and paid by Visteon and to reasonable and customary accruals related to Services provided by Visteon Third Party Service Providers;

     (ii) shall not apply to accruals (e.g., annual and long-term incentives, bonus) relating to shared personnel that are Visteon employees providing Services under the Master Services Agreement;

     (iii) shall not apply to:

(A)	Services that are resold by ACH pursuant to Section 3.2(d); or
(B)	the 5% mark-up on all Services provided to ACH during any Extended Term,

except that during any Extended Term, the 5% markup on Services provided for in Section 5.1(a) of the Master Services Agreement shall not apply to any portion of the Variable BMO Charge.

3. BMO Services. The parties acknowledge that, notwithstanding the change in the BMO Charges pursuant to the new Section 5.1(e), the same services that are provided to ACH as of the date hereof by the BMO shall continue to be provided to ACH during the Extended Term.

     4. Counterparts. This Third MSA Amendment may be executed in two or more counterparts, all of which, taken together, shall be considered to be one and the same instrument.

          IN WITNESS WHEREOF, each of the Parties hereto, having caused this Third MSA Amendment to be duly executed, do hereby warrant and represent that their respective signatories, whose signatures appear below, have been and are on the date of this document officers duly authorized by all necessary and appropriate corporate action to execute this Third MSA Amendment.

VISTEON CORPORATION, a Delaware corporation		AUTOMOTIVE COMPONENTS HOLDINGS, LLC, a Delaware limited liability company
By:	/s/ Heidi A. Sepanik	By:	/s/ W. C. Connelly
			W. C. Connelly
Its: Secretary		Its: Chief Executive Officer and Chief Financial Officer

EX-10.4

Exhibit 10.4

HEADQUARTERS
17000 Rotunda Drive
Dearborn, MI 48120-1100
USA

CONFIDENTIAL

           August 14, 2008

      VIA FACSIMILE AND E-MAIL

Visteon Corporation
One Village Center Drive
Van Buren Township, MI 48111-5711
Attention: John Donofrio, General Counsel
Facsimile No.: 734-710-7132
E-mail: jdonofri@visteon.com

Re: Visteon Salaried Employee Lease Agreement dated October 1, 2005 (the “Agreement”) between Visteon Corporation (“Visteon”) and Automotive Components Holdings, LLC (“ACH”)

Ladies and Gentlemen:

     This letter serves to confirm our agreement, notwithstanding anything to the contrary in the Agreement, that the term of the Agreement is hereby extended to December 31, 2014 and that all references in the Agreement to December 31, 2010 are hereby changed to December 31, 2014. This letter also serves as notice of ACH’s extension of the term of the Agreement through December 31, 2014 pursuant to Section 1.01 as amended hereby. Finally, Section 4.06 is amended to read as follows:

     Section 4.06. Extended Term Rate. During the Extended Term, ACH shall reimburse Visteon on the same basis as set forth in Section 4.01 through Section 4.04; provided, however, that during any portion of the Extended Term where the Master Services Agreement has expired or the personnel and benefits administration services with respect to the Leased Employees (“HR Services”) under the Master Services Agreement have been terminated, (a) Visteon shall, in addition to the types of reimbursable expenses set forth in Section 4.01, be reimbursed monthly for continued provision of HR Services at five percent (5%) of the reimbursable expenses set forth in Section 4.01, excluding subsection (vii), of the Leased Employees who are leased at that time; and (b) except as provided in the preceding clause (a), Visteon shall provide the HR Services to ACH under substantially the same terms and conditions as such HR Services were provided under the Master Services Agreement.

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Visteon Salaried Employee Lease Agreement

     Please confirm your agreement to the above by signing and dating this letter below and returning an original to the undersigned. Thank you.

Yours truly,
AUTOMOTIVE COMPONENTS
HOLDINGS, LLC
By:	/s/ W. C. Connelley
Title: Chief Executive Officer

Agreed:
VISTEON CORPORATION
By:	/s/ Heidi A. Sepanik
Title: Secretary

EX-10.5

Exhibit 10.5

FOURTH AMENDMENT TO INTELLECTUAL
PROPERTY CONTRIBUTION AGREEMENT

     This AMENDMENT effective October 1, 2005, is among Visteon Corporation, a Delaware corporation (“Visteon”), Visteon Global Technologies, Inc., a Michigan Corporation (“VGTI”), Automotive Components Holdings, Inc. (formerly VFH Holdings, Inc.), a Delaware corporation, and Automotive Components Holdings, LLC (formerly VFH Holdings LLC), a Delaware limited liability company (the “Company”).

W I T N E S S E T H :

     WHEREAS, Ford Motor Company, a Delaware corporation (“Ford”) and Visteon are parties to a Master Agreement (the “Master Agreement”) dated as of September 12, 2005, as a result of which the parties hereto entered into an Intellectual Property Contribution Agreement (the “IP Contribution Agreement”) dated October 1, 2005, wherein Visteon and VGTI contributed to the Company certain intellectual property assets related to the Business as defined therein; and

     WHEREAS, Visteon, VGTI, and the Company have agreed to certain modifications and corrections to the IP Contribution Agreement and its Attachments.

     NOW THEREFORE, in consideration of the above premises and the mutual covenants herein contained, and for other good and valuable consideration given by each party hereto to the other, the sufficiency and receipt of which are hereby acknowledged, the parties hereto, for themselves, their successors and permitted assigns, intending to be legally bound, agree as follows:

          1. The following items are added to Appendix 3, Attachment 3A (Core Shared Products & Technologies — Patents):

		Publication/
Docket	Patent	Application
Number	Number	No.	Title	Country	Product
91-0510-II	5186239		Heat Exchanger With Thermal Stress Relieving Zone	US	Radiators
91-0510-II	5257454		Method of Making A Heat Exchanger With Thermal Stress Relieving Zone	US	Radiators

          2. Section 5.04 of the IP Contribution Agreement is amended to read as follows:

          5.04 Notwithstanding any other provisions of this Article 5, during the period until the restrictions on disclosure expire under Section 5.01, disclosure of Confidential Information by a licensed party under this Agreement to a third party will

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be permitted 1) to carry out the license grants herein, and 2) to enable the third party to assume manufacturing of a product being produced by the Company pursuant to the license grants herein for the purpose of implementing a resourcing action of the product and any follow-on products to the third party; provided in either case that such third party agrees to adhere to confidentiality provisions at least as restrictive as those adhered to by the receiving party under this Agreement and to use such Confidential Information only to provide such products or follow-on products to, or purchase products from, the receiving party or its customer. The permitted disclosures under this Section 5.04 shall not affect any restrictions set forth in this Agreement related to disclosure, access, or use of Engineering Design Tools, including, but not limited to, the Climate-related Engineering Design Tools (as defined below in Section 3 of this Amendment).

          3. The Parties acknowledge that despite their not being listed under any previous appendix relating to Engineering Design Tools, Visteon has provided the Company with access to the executable version of the climate-related Engineering Design Tools, as identified on Attachment 1, hereto (the “Climate-related Engineering Design Tools”). Visteon and VGTI hereby confirm that during any extended term(s) of the Master Services Agreement, the Company may continue to access and use the executable version of the Climate-related Engineering Design Tools (the “Climate Tools”) in the same manner as the Company has been permitted by Visteon to access and use the Climate Tools since October 1, 2005. Further, upon the expiration or termination of the Master Services Agreement and at the request of ACH, Visteon shall negotiate in good faith to provide ACH, on commercially reasonable terms, with continued access to and use of the executable version of the Climate Tools together with such services as are necessary for the continuation of such access and use. If, during the term or any extended term of the Master Services Agreement, ACH should terminate a Service that is required for the continued access to and use of the executable version of the Climate Tools, then Visteon shall negotiate in good faith to provide ACH, on commercially reasonable terms, with such services as are necessary for the continuation of such access and use.

Signatures on following page

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WHEREFORE, the parties have signed this Fourth Amendment to the Intellectual Property Contribution Agreement.

VISTEON CORPORATION		VISTEON GLOBAL TECHNOLOGIES, INC.
By:	/s/ Heidi A. Sepanik	By:	/s/ Heidi A. Sepanik
Name: Heidi A. Sepanik		Name: Heidi A. Sepanik
Title: Secretary		Title: Secretary
AUTOMOTIVE COMPONENTS		AUTOMOTIVE COMPONENTS
HOLDINGS, LLC		HOLDINGS, INC.
By:	/s/ W. C. Connelly	By:	/s/ W. C. Connelly
Name: W. C. Connelly		Name: W. C. Connelly
Title: Chief Executive Officer		Title: President

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