0000950124-08-002164 Sample Contracts

THREE YEAR EXECUTIVE OFFICER CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • April 30th, 2008 • Visteon Corp • Motor vehicle parts & accessories • Delaware

THIS AGREEMENT, dated as of ___(the “Effective Date”), is made by and between Visteon Corporation, a Delaware corporation (the “Company”), and ___(the “Executive”).

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VISTEON CORPORATION 2004 INCENTIVE PLAN VISTEON CORPORATION EMPLOYEES EQUITY INCENTIVE PLAN TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS
Stock Appreciation Rights Agreement • April 30th, 2008 • Visteon Corp • Motor vehicle parts & accessories • Delaware

Visteon Corporation, a Delaware corporation (together with its subsidiaries, the “Company”), subject to the terms and conditions of the Visteon Corporation 2004 Incentive Plan, formerly known as the Visteon Corporation 2000 Incentive Plan, and the Visteon Corporation Employees Equity Incentive Plan (collectively, the “Plan”) and this Agreement, hereby grants to the Participant named in the Notification Summary or Appendix to this Agreement, Stock Appreciation Rights (“SARs”) as further described below.

VISTEON CORPORATION 2004 INCENTIVE PLAN VISTEON CORPORATION EMPLOYEES EQUITY INCENTIVE PLAN TERMS AND CONDITIONS OF RESTRICTED STOCK UNITS
Restricted Stock Unit Agreement • April 30th, 2008 • Visteon Corp • Motor vehicle parts & accessories • Delaware

Visteon Corporation, a Delaware corporation (together with its subsidiaries, the “Company”), subject to the terms of the Visteon Corporation 2004 Incentive Plan, formerly known as the Visteon Corporation 2000 Incentive Plan, and the Visteon Corporation Employees Equity Incentive Plan (collectively, the “Plan”) and this Agreement, hereby grants to the Participant named in the Notification Summary or Appendix to this Agreement, Restricted Stock Units as further described herein.

VISTEON CORPORATION RABBI TRUST
Trust Agreement • April 30th, 2008 • Visteon Corp • Motor vehicle parts & accessories • Illinois

This Trust Agreement made this 7th day of February, 2003 by and between Visteon Corporation (“Visteon”) and The Northern Trust Company (“Trustee”);

THIRD AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • April 30th, 2008 • Visteon Corp • Motor vehicle parts & accessories • New York

THIRD AMENDMENT TO CREDIT AGREEMENT, dated as of March 12, 2008 (this “Amendment”) among VISTEON CORPORATION, a Delaware corporation (the “Company”), each subsidiary of the Company party hereto (together with the Company, each a “Borrower” and, collectively, the “Borrowers”), the Lenders party hereto, and JPMORGAN CHASE BANK, N.A. (“JPMorgan”), as Administrative Agent, Issuing Bank and Swingline Lender.

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