VISTEON CORPORATION SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

Exhibit 10.12

VISTEON CORPORATION

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

(As amended and restated effective January 1, 2009)

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 Plan was originally adopted effective July 1, 2000, and is amended and restated effective January 1, 2009, as set forth herein.

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) Affiliate: A person or legal entity that directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control, with the Company, within the meaning of Code Sections 414(b) and (c); provided that Code Section 414(b) and (c) shall be applied by substituting “at least fifty percent (50%)” for “at least eighty percent (80%) each place it appears therein.

     (b) Balance Plus Program: The Balance Plus component of the Visteon Pension Plan.

     (c) Beneficiary: The person or entity designated by a Participant to be his or her 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, in such form as the Committee shall prescribe, is filed and received by the Committee or its delegate prior to the Participant’s death. If a Participant designates his or her spouse as beneficiary, such beneficiary 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 the time of the Participant’s death, the Participant’s surviving spouse, or if there is no surviving spouse, the estate of the Participant, shall be deemed to be the sole beneficiary. If multiple beneficiaries have been designated and one or more of the beneficiaries predecease the Participant, then upon the Participant’s death, payment shall be made exclusively to the surviving beneficiary or beneficiaries unless the Participant’s designation specifies an alternate method of distribution. Further, in the event that the Committee is uncertain as to the identity of the Participant’s beneficiary, the Committee may deem the estate of the Participant to be the sole beneficiary. Beneficiary designations shall be in writing (or in such other form as authorized by the Committee for this purpose, which may include on-line designations), shall be filed with the Committee or its delegate, and shall be in such form as the Committee may prescribe for this purpose.

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

     (e) 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.

     (f) Committee: The Organization and Compensation Committee of the Board.

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

     (h) Covered Employment Classification: The employment positions classified by the Company (or by a Participating Employer with the consent of the Company) as Leadership Level One, Leadership Level Two, Leadership Level Three, Leadership Level Four, Corporate Officer, Executive Leader, Senior Director, Director or, prior to January 1, 2006, Senior Leader.

     (i) Credited Service: For purposes of determining supplemental benefits under Article II, the years and any fractional year of credited service attributable to employment through June 30, 2006, without duplication and not exceeding one year for any calendar year, of the Participant under all the Retirement Plans; provided, that solely for purposes of this Plan as applied to a Participant who is a Transferred Group I or II Employee as defined under the Visteon Pension Plan, and subject to Section 2.03, the Participant’s credited service under all of the Retirement Plans shall be deemed to include, to the extent not otherwise considered under the Retirement Plans, the Participant’s credited service recognized under the General Retirement Plan of Ford Motor Company for employment through June 30, 2000. For purposes of determining the Pension Equity Benefit under Section 3.03, the service that is or would be recognized for the Participant under the pension equity component of the BalancePlus Program, taking into account the modifications set forth in Section 3.03 of this Plan.

     (j) Eligibility Service: Subject to Section 2.06, service with a Participating Employer while employed in a Covered Employment Classification; provided, that in the case of a Participant who was covered under the Ford Motor Company Supplemental Executive Retirement Plan on June 30, 2000, Eligibility Service recognized for such Participant under the

Ford Motor Company Supplemental Executive Retirement Plan as of June 30, 2000 shall be recognized as Eligibility Service under this Plan.

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

     (l) 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.

     (m) Participant: Subject to Section 2.06, an Employee who is employed in a Covered Employment Classification, and where the context so requires, a former Employee entitled to receive a benefit hereunder.

     (n) Participating Employer: The Company, Visteon Systems, LLC, Visteon Global Technologies, Inc., and each other 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 by the Company, that with the consent of the Committee, participates in the Plan for the benefit of one or more Participants in its employ.

     (o) Pension Equity Benefit: The amount calculated under Section 3.03(a)(i)(B) and Section 3.03(c). This amount is determined (with certain modifications) by reference to the pension equity formula of the BalancePlus Program. A pension equity benefit under Section 3.03 will be calculated for each Participant, whether or not the Participant is actually covered under the BalancePlus Program and/or the pension equity component of the BalancePlus Program.

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

     (q) Retirement Plans: The Visteon Pension Plan (other than the Balance Plus Program) and the Salaried Retirement Plan of Visteon Systems, LLC (as in effect prior to its merger into the Visteon Pension Plan), all as amended and in effect from time to time. The Retirement Plan includes the following components:

     (r) Separation from Service: The date on which a Participant terminates employment from the Company and all Affiliates, provided that (1) such termination constitutes a separation from service for purposes of Code Section 409A, and (2) the facts and circumstances indicate that the Company (or the Affiliate) and the Participant reasonably believed that the Participant would perform no further services (either as an employee or as an independent contractor) for the Company (or the Affiliate) after the Participant’s termination date, or believed that the level of services the Participant would perform for the Company (or the Affiliate) after such date (either as an employee or as an independent contractor) would permanently decrease such that the Participant would be providing insignificant services to the Company or an Affiliate. For this purpose, a Participant is deemed to provide insignificant services to the Company or an Affiliate, and thus to have incurred a bona fide Separation from Service, if the Participant provides services at an annual rate that is less than twenty percent (20%) of the services rendered by such Participant, on average, during the immediately preceding thirty-six (36) months of employment (or his or her actual period of employment if less). Notwithstanding the foregoing, if a Participant takes a leave of absence from the Company or an Affiliate for the purpose of military leave, sick leave or other bona fide leave of absence, the Participant’s employment will be deemed to continue for the first six (6) months of the leave of absence, or if longer, for so long as the Participant’s right to reemployment is provided either by statute or by contract; provided that if the leave of absence is due to a medically determinable physical or mental impairment that can be expected to result in death or last for a continuous period of not less than six (6) months,

where such impairment causes the Participant to be unable to perform the duties of his or her position of employment or any substantially similar position of employment, the leave may be extended for up to twenty-nine (29) months without causing a Separation from Service.

     (s) SERP Eligibility Date: The date on which the Participant has, for each of at least five years of Eligibility Service immediately preceding the Participant’s termination of the employment with a Participating Employer, been selected to participate in the Company’s Annual Incentive program and has been granted a target bonus under such program of at least 30% (for Participants terminating prior to July 1, 2006, 40%) of the Participant’s annual base salary rate in effect on the date the target bonus amount is established.

      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 Michigan 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.

ARTICLE II. SUPPLEMENTAL BENEFITS FOR PARTICIPANTS WITH
RETIREMENT PLAN SERVICE (OTHER THAN SERVICE RECOGNIZED UNDER
THE CASH BALANCE PROGRAMS)

      Section 2.01. Eligibility .

     (a)  Prior to July 1, 2006 . Subject to Section 2.06, a Participant whose termination of employment (other than termination of employment on account of death) occurs prior to July 1, 2006 shall be eligible to receive a supplemental benefit as provided in this Article II if the Participant:

     (b)  After June 30, 2006. A Participant who is covered under the Contributory/Noncontributory Service Program or under the Salaried Retirement Plan of Visteon Systems, LLC (as in effect prior to its merger into the Visteon Pension Plan) and whose

termination of employment (other than termination of employment on account of death) occurs after June 30, 2006 shall be eligible to receive a supplemental benefit as provided in this Article II if the Participant:

      Section 2.02. Additional Definitions . For purposes of this Article II, the following terms have the meanings indicated below:

     (a) Final Five Year Average Base Salary: The average of the Participant’s Monthly Base Salary for the five December 31 measurement dates coincident with or immediately preceding the first date on which the Participant retires from or otherwise ceases to be employed in a Covered Employment Classification with the Company and its Affiliates.

     (b) Monthly Base Salary: Subject to Section 2.06, the monthly base salary paid to a Participant while employed in a Covered Employment Classification on a December 31 measurement date coincident with or immediately preceding the first date on which the Participant retires from or otherwise ceases to be employed in a Covered Employment Classification with the Company and its Affiliates. The Participant’s monthly base salary shall be determined prior to giving effect to any salary reduction agreement to which Section 125 or Section 402(a)(8) of the Code applies, and shall not include any other kind of extra or additional compensation. 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.

      Section 2.03. Amount of Supplemental Benefit .

     (a) Subject to Section 2.06, any reductions pursuant to subsections (b) and (c) below and to any limitations and reductions pursuant to other provisions of the Plan, the supplemental benefit, when expressed in the form of a monthly life annuity with no survivor benefits commencing on the first day of the month next following the Participant’s termination of

employment, shall be an amount equal to the Participant’s Final Five Year Average Base Salary multiplied by the Participant’s years of Credited Service,, and further multiplied by the Applicable Percentage based on the Covered Employment Classification in which the Participant served immediately prior to his or her retirement, as follows:

     (b) For a Participant who is a Transferred Group I or II Employee as defined under the Visteon Pension Plan and who is entitled to a benefit under the Ford Motor Company Supplemental Executive Retirement Plan, the monthly supplement benefit payable hereunder shall be reduced by the amount of the supplemental benefit to which the Participant is entitled under the Ford Motor Company Supplemental Executive Retirement Plan (or to which the Participant would have been entitled under such plan except for any forfeiture of benefits attributable to the Participant’s conduct), assuming commencement on the first day of the month

next following the Participant’s termination of employment. In addition, the Committee may further adjust the monthly supplemental benefit payable to a Participant who is a Transferred Group I or II Employee if such action is necessary or desirable as a result of changes in the Ford Motor Company Supplemental Executive Retirement Plan or if such action is otherwise necessary or desirable in order to avoid duplicative benefits or to ensure that the Participant’s aggregate benefit from this Plan and from the Ford Motor Company Supplemental Executive Retirement Plan, and the allocation of benefits between such plans, is consistent with the Employee Transition Agreement dated April 1, 2000 by and between the Company and Ford Motor Company, and any amendments thereto.

     (c) For a Participant who shall retire before age 62, the monthly supplemental benefit payable hereunder shall equal the amount calculated in accordance with subsections (a) and (b) immediately above, 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 Participant would attain age 62.

      Section 2.04. Payments .

     (a)  Payments Commencing Prior to January 1, 2007. Subject to the earning-out conditions set forth in Article VI, supplemental benefits for a Participant who satisfies the eligibility requirements set forth in Section 2.01, in the amount determined under Section 2.03, shall be payable out of the Company’s general funds monthly, commencing either (1) in the case of a Participant whose payments commenced prior to January 1, 2005, on the first day of the month following the Participant’s termination of employment, or (2) in the case of a Participant whose payments commenced after December 31, 2004 and prior to January 1, 2007, on the first day of the seventh month following the Participant’s Separation from Service. For a Participant whose payments commenced on the first day of the seventh month following the Participant’s Separation from Service, the first payment shall equal seven months of supplemental benefit payments and thereafter, beginning on the first day of the eighth month following the Participant’s Separation from Service, supplemental benefit payments shall be made monthly. 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)  Payments Commencing on or After January 1, 2007 . Supplemental benefit payments that commence on or after January 1, 2007 shall be paid to the Participant in the form of a single lump sum payment on the first day of the seventh month following the Participant’s Separation from Service. The amount of the lump sum payment will be equal to the present value of the monthly amount calculated under Section 2.03 above, with such present value determined by using (i) for distributions prior to January 1, 2009, the discount rates and mortality tables that were used to calculate the obligations for the Plan as disclosed in the Company’s audited financial statements for the year ended immediately prior to the year in which occurs the Participant’s benefit payment date, and (ii) for distributions after December 31, 2008, the discount rates and mortality tables that are used to calculate the obligations for the Plan as disclosed in the Company’s audited financial statements for the year ended immediately prior to the year in which occurs the Participant’s Separation from Service (the “Financial Statement Factors”). The lump sum present value is calculated in three ways, and the Participant is entitled to the greatest of the three. Under the first calculation, the lump sum is equal to the sum of (i) the lump sum value determined when the monthly amount calculated under Section 2.03 is multiplied by an immediate annuity factor that is determined by reference to the Financial Statement Factors and the Participant’s age at Separation from Service, and (ii) six months of interest, at the rate determined by reference to the Financial Statement Factors, on the amount determined under clause (i). Under the second calculation, the lump sum is the amount determined when the monthly amount calculated under Section 2.03 is multiplied by an immediate annuity factor that is determined by reference to the Financial Statement Factors and the Participant’s age at Separation from Service plus six months. Under the third calculation, which is applicable only if the Participant will be under age 55 at the benefit payment date, the lump sum is the amount determined when the monthly amount calculated under Section 2.03 is multiplied by a deferred to age 55 annuity factor that is determined by reference to the Financial Statement Factors and the Participant’s age at Separation from Service.

      Section 2.05. Death Benefits .

     (a)  Prior to January 1, 2007. There is no pre-retirement death benefit (with respect to a Participant who dies during employment) or post-retirement death benefit (with respect to a Participant who dies after termination of employment).

     (b)  On or After January 1, 2007.

      Section 2.06. Special Rules for Certain Employees Affected by 2001 Work Force Restructuring Program . The following rules shall apply to an Employee who (i) was employed in a Covered Employment Classification immediately prior to the Company’s 2001 Work Force Restructuring (the “Restructuring”), and (ii) continued to be employed by a Participating Employer following the Restructuring but, as a result of the Restructuring, ceased to be employed in a Covered Employment Classification:

     (a) The Employee will continue as a Participant in the Plan notwithstanding the Employee’s transfer to a non-Covered Employment Classification.

     (b) The Employee will continue to accumulate Eligibility Service for employment with a Participating Employer following the Restructuring, and such employment shall be

treated, for purposes of Section 1.01(n), 2.01(a)(iii) and 2.02(b), as if it were employment in an Eligible Employment Classification.

     (c) The amount of the Employee’s supplemental benefit under Section 2.03 shall be based on the Covered Employment Classification in which the Employee was employed immediately prior to the Restructuring.

ARTICLE III. SUPPLEMENTAL BENEFITS FOR SERVICE RECOGNIZED UNDER
THE CASH BALANCE PROGRAMS

      Section 3.01. Eligibility . A Participant shall be eligible to receive a supplemental benefit as provided in this Article III if the Participant:

     (a) is covered under and will receive a monthly annuity benefit from the Cash Balance Program;

     (b) is employed in a Covered Employment Classification at termination of employment; and

     (c) terminates employment after his or her SERP Eligibility Date with the approval of the Participating Employer.

      Section 3.02. Additional Definitions . For purposes of this Article III, the following terms have the meanings indicated below:

     (a) Annual Incentive: The portion of the Visteon Incentive Plan, or any successor plan, that provides for incentive compensation that is awarded in the form of a cash bonus and that is based on a performance period of 12 months or less.

     (b) Compensation: The Participant’s compensation as defined in the Cash Balance Program that is applicable for purposes of determining the Participant’s cash balance accruals, plus for any month after the Participant’s SERP Eligibility Date, if not otherwise recognized, any Annual Incentive amounts actually paid to the Participant (or that would have been paid to the Participant except for the Participant’s election to defer all or a portion of such payment), all as determined without regard to the compensation limitation of Code Section 401(a)(17).

     (c) Final Average Compensation: The final average compensation that would be determined for the Participant under the BalancePlus Program (or that would be determined for the Participant under the BalancePlus Program assuming if the Participant is treated as being eligible for the pension equity component of the BalancePlus Program) for purposes of determining pension equity accruals, plus the average of the three highest consecutive Annual Incentive amounts paid to the Participant (or that would have been paid to the Participant except

for the Participant’s election to defer all or a portion of such payment) during the 120 month period immediately preceding the Participant’s termination of employment, all as determined without regard to the compensation limitation of Code Section 401(a)(17).

      Section 3.03. Amount of Supplemental Benefit .

     (a) Subject to any limitations and reductions pursuant to other provisions of the Plan, the supplemental benefit, when expressed in the form of a life annuity without survivor benefits, shall be an amount equal to:

     (b) The Cash Balance Program monthly annuity benefit for purposes of subsection (a)(i)(A) above is the monthly annuity benefit to which the Participant would have been entitled under the Cash Balance Program (disregarding any pension equity component) if the Participant’s benefit under such program were calculated consistent with the following modifications: