VISTEON CORPORATION DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS

(a)

“Account” means the recordkeeping account maintained by the Company in the name of the Participant. An Account is established for record keeping purposes only and not to reflect the physical segregation of assets on the Participant’s behalf, and may consist of such subaccounts or balances as the Committee may determine to be necessary or appropriate, including the following:

(b)

“Administrative Committee” means the non-participating members of the Board.

(c)

“Affiliate” means 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 Sections 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.

(d)

“Board” means the Board of Directors of the Company.

(e)

“Code” means 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.

(f)

“Company” means Visteon Corporation, or any successor thereto.

(g)

“Company Stock” means the common stock of the Company, par value $1.00.

(h)

“Exchange” means the New York Stock Exchange.

(i)

“Participant” means each member of the Board who is not a common-law employee of the Company.

(j)

“Plan” means the Visteon Corporation Deferred Compensation Plan for Non-Employee Directors, as amended from time to time.

(k)

“Plan Year” means the period beginning on the effective date of the Plan and ending on December 31, 2000, and thereafter, the twelve month period beginning on January 1 and ending December 31 of each year.

(l)

“Restricted Stock” means Company Stock that was awarded to the Participant under the Restricted Stock Plan prior to the suspension of such awards effective May 10, 2006, or that would have been awarded under such plan but for the Participant’s election to make Restricted Stock Deferrals.

(m)

“Restricted Stock Deferrals” means the Visteon Stock Units that are credited to a Participant’s Restricted Stock Subaccount as a result of the Participant’s election,

pursuant to the Restricted Stock Plan, to receive Visteon Stock Units under this Plan in lieu of a grant of Restricted Stock under the Restricted Stock Plan.

(n)

“Restricted Stock Plan” means the Visteon Corporation Restricted Stock Plan for Non-Employee Directors, as amended and in effect from time to time.

(o)

Separation from Service” means the date on which a Participant ceases to be a member of the Board of Directors of the Company (or the board of directors of any Affiliate), provided that such cessation constitutes a separation from service for purposes of Code Section 409A.

(p)

“Visteon Stock Units” mean the hypothetical shares of Company Stock that are credited to a Participant’s Account in accordance with Sections 4, 5 and 6.

(q)

“Voluntary Deferrals” mean cash remuneration that would otherwise be paid to a Participant but that, in accordance with the Participant’s election, is converted into Visteon Stock Units and credited to the Participant’s Voluntary Deferral Subaccount.

(a)

General Authority. The Administrative Committee shall have the full power and discretionary authority to: (1) interpret and administer the Plan and any instrument relating to or made under the Plan; (2) establish, amend, suspend or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; and (3) make any other determination, and take any other action, that the Administrative Committee deems necessary or desirable for the administration of the Plan. The decisions and determinations of the Administrative Committee need not be uniform and may be made differently among Participants, and shall be final, binding and conclusive on all interested parties.

(b)

Recordkeeping . The Administrative Committee shall be responsible for maintaining all Accounts; provided that the Administrative Committee may in its

(a)

Voluntary Deferrals . Each Participant may elect, in such form and manner specified by the Administrative Committee, to defer the receipt of any cash remuneration to be earned with respect to services to be performed as a non-employee member of the Board after the effective date of the election. Such election shall be effective on the first day of the Plan Year following the date it is received by the Administrative Committee, provided that to the extent permitted under Code Section 409A, a Participant may elect within 30 days of first becoming a Participant to have an election take effect immediately with respect to any compensation for services to be performed after the date of the election. An election, once it becomes effective with respect to a Plan Year, shall be irrevocable for that Plan Year. An election shall continue in effect for subsequent Plan Years (and with respect to any Plan Year shall become irrevocable on January 1 of that Plan Year) unless modified by the Participant in accordance with this Section 4(a). A Participant may modify an existing election effective on the first day of the Plan Year following the date on which the revised election is received by the Administrative Committee.

(a)

Restricted Stock Deferrals . The Restricted Stock Subaccount of a Participant who has made and has in effect an election to make Restricted Stock Deferrals shall be credited with a number of Visteon Stock Units equal to the number of shares of Restricted Stock that would otherwise have been issued to the Participant under the Restricted Stock Plan.

(b)

Vesting . A Restricted Stock Subaccount shall be subject to the same vesting standards as would have applied under the Restricted Stock Plan had the Participant elected to receive Restricted Stock under that plan rather than Visteon Stock Units under this Plan.

(a)

Conversion to Visteon Stock Units . Any cash dividends that would have been payable in any month on the Visteon Stock Units credited to a Participant’s Account had such units been actual shares of Company Stock shall be converted, for recordkeeping purposes, into whole and fractional Visteon Stock Units, with fractional units calculated to four decimal places, with the resulting Visteon Stock Units credited to the Participant’s Dividend subaccount. The conversion shall be accomplished by dividing the Participant’s deemed dividends for the month by the average of the high and low prices at which a share of Common Stock shall have been sold regular way on the Exchange on the last day of such month on which the Exchange is open to transact trades.

(b)

Vesting . Each Participant shall at all times be 100% vested in his or her Dividend Subaccount.

(a)

Distribution Date . Distribution of a Participant’s vested Account shall be made or commence to be made o