Exhibit 4.2


                         AMENDMENT TO FORD MOTOR COMPANY
                           DEFERRED COMPENSATION PLAN
                           --------------------------
                        (Effective as of April 12, 2000)


The following new paragraph (i) is added to Section 4:

     "(i) Transfer of Deferral Accounts to Visteon Plan. Anything in the Plan to
the contrary  notwithstanding,  all  outstanding  book entry  deferral  accounts
maintained  under the Plan for  participants  who  become  employees  of Visteon
Corporation  ("Visteon")  or any of its  consolidated  subsidiaries  immediately
following  employment  with the Company  shall be  transferred  to a new Visteon
Deferred Compensation Plan ("Visteon DCP") to be adopted by Visteon and governed
by the provisions of that plan,  effective as of 5:00 p.m. Eastern Standard Time
on the effective date of the distribution of all of the Company's  Visteon stock
to the holders of the  Company's  common stock and Class B stock (the  "Transfer
Date").  The transferred  account balances may not be immediately  available for
redesignations under the Plan until account balances have been properly verified
by the  recordkeepers  for both  plans.  On and after  the  Transfer  Date,  any
deferrals by such  employees  shall be made under the Visteon  DCP,  even if the
election to defer was made prior to the Transfer  Date.  Unless the  participant
changes his or her  investment  options for any such  deferral,  the Visteon DCP
shall honor the  investment  elections  that were in effect  under this Plan for
such class year and type of  compensation  to the extent the Visteon DCP has the
same investment choices. The Visteon DCP shall have a Ford Stock Fund investment
option for those transferred accounts that had deferrals based on the Ford Stock
Fund under this Plan as of the Transfer  Date, but the Ford Stock Fund under the
Visteon DCP shall be a "sell only" fund,  and would not be available for any new
deferrals or redesignations into such fund from other funds or for credits based
on dividend  equivalents.  Distributions  relating to the  transferred  accounts
shall be made under the Visteon  DCP in the form  specified  by the  participant
while employed by the Company."