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CONFIDENTIAL
EXECUTION COPY
Amendment Number Two to Visteon
Salaried Employee Transition Agreement
The Visteon
Salaried Employee Transition Agreement dated as of October 1,
2005 by and between Ford Motor Company, a Delaware corporation,
(“Ford”) and Visteon Corporation, a Delaware
corporation (“Visteon”) (the “Agreement”),
as amended by Amendment Number One to Visteon Salaried Employee
Transition Agreement dated effective as of March 1, 2006, (the
“Agreement”) is hereby further amended effective as of
January 1, 2008 as follows:
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1.
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Article 7, Section 7.04 is
hereby amended in its entirety and restated to provide as
follows:
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“Section 7.04. The
provisions of Section 2.06 shall apply except that to the
extent that Visteon rolled into an Additional Visteon Salaried
Employee’s base salary a car allowance effective
January 1, 2006 (“Visteon Car Allowance”), Ford
shall reduce the starting Ford base salary by the amount of the
Visteon Car Allowance. For any Additional Visteon Salaried Employee
who transfers to Ford on or after January 1, 2008, Ford shall
not reduce the starting base salary by the Visteon Car
Allowance.”
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2.
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