HOURLY EMPLOYEE ASSIGNMENT AGREEMENT



                  This Assignment Agreement (the "Agreement") is entered into as

of the first day of April, 2000, by and among Visteon Corporation, a corporation

organized under the laws of the state of Delaware, with offices at 5500 Auto

Club Drive, Dearborn, Michigan 48126 ("Visteon"), and Ford Motor Company, a

corporation organized under the laws of the state of Delaware, with offices at

The American Road, Dearborn, Michigan 48121 ("Ford"). Ford and Visteon are

referred to herein individually as a "Party" and collectively as the "Parties".



                                    RECITALS



         A. Ford employs directly approximately 23,580 U.S. hourly employees

("Ford Hourly Employees") who are engaged in the business of manufacturing and

assembling automotive parts and services now being conducted under the name of

Visteon Automotive Systems, an enterprise of Ford Motor Company, including those

activities conducted by its subsidiaries and affiliates (the "Business");



         B. The Ford Hourly Employees are represented by the International

Union, United Automobile, Aerospace and Agricultural Implement Workers of

America, UAW and its affiliated Locals 228, 400, 600, 723, 737, 848, 849, 892,

898, 1111, 1216 and 1895 (collectively, "UAW") and are covered under the terms

and conditions of the Ford-UAW Collective Bargaining Agreement dated as of

September 30, 1999 between Ford and the UAW and various local agreements by and

between Ford and UAW ("Ford-UAW CBA"). For purposes of this Agreement, the Ford

Hourly Employees do not include the hourly employees of subsidiaries or

affiliates of Ford which are included in the Business.



         C. Pursuant to a Master Transfer Agreement dated as of even date

herewith by and among Visteon and Ford ("Master Transfer Agreement"), Visteon

will acquire the assets and assume the liabilities of the Business from Ford;



         D. Visteon desires to continue to utilize the services of the Ford

Hourly Employees for its Business; and



         E. Ford desires to assign its Ford Hourly Employees to Visteon for the

purpose of enabling Visteon to conduct the Business in accordance with the terms

set forth below.



                  NOW, THEREFORE, in consideration of the premises and mutual

promises herein made, and for other good and valuable consideration, the receipt

and sufficiency of which are hereby acknowledged, the Parties agree as follows:



{PAGE}



         1. Term. The term of this Agreement shall commence on a date to be

agreed by Ford and Visteon, but no later than the date that Ford will distribute

to the holders of its common stock and Class B stock, by means of an exchange

offer and/or a prorata distribution, all of the shares of Visteon common stock

owned by Ford, such date being referred to hereafter as the Effective Date, and

shall terminate at the earlier to occur of (a) the termination of employment of

all of the Ford Assigned Employees, as defined in Paragraph 2 below, or (b) the

agreement of the Parties to terminate. The term shall be known as the "Assigned

Period." Nothing herein contained shall be construed to imply that Visteon's

obligations to hourly employees represented by the UAW and hired by Visteon

after the Effective Date ("Visteon Hourly Employees") extend beyond the Mirror

Period, as defined in Paragraph 13.



         2. Purchased Services. During the Assigned Period, Ford shall supply

Visteon with those Ford Assigned Employees who are assigned to the Business as

of the Effective Date, including any inactive employees (the "Initial Ford

Assigned Employees"). On the Effective Date, Ford shall provide to Visteon a

preliminary list of the Initial Ford Assigned Employees as of the Effective

Date, together with their base hourly wage rate, Ford service date, job

classification, location code, social security number, and the reason for any

absence of an inactive employee and the date any leave expires. Ford shall

finalize the list of Initial Ford Assigned Employees as of the Effective Date no

later than thirty (30) days after the Effective Date, subject to Visteon review.

Ford shall update such list at least monthly for employee quits, retirements,

transfers from Ford facilities to Visteon's facilities, transfers from Visteon's

facilities to Ford facilities or transfers between hourly and salaried status at

Visteon, in connection with the invoice procedure specified in Section 8. The

Initial Ford Assigned Employees and any replacement employees under the process

described above, shall be known for purposes of this Agreement as the "Ford

Assigned Employees." Ford Assigned Employees and all other hourly employees

employed by Ford and covered by the Ford-UAW CBA shall retain their transfer

rights under the Ford-UAW CBA including rights to placement in Visteon or Ford

facilities.



         3. Employer Definition. During the Assigned Period, Ford shall retain

responsibility for all payments and benefits due to the Ford Assigned Employees

in connection with the work relating to the Business, including but not limited

to



          (i)  the payment of Ford Assigned Employees' base hourly wage or other

               components of pay as required under the Ford-UAW CBA now in

               existence or as modified hereafter (less any applicable

               withholding or other taxes or any amounts deducted from such

               wages pursuant to normal payroll practices of Ford);



          (ii) the provision of all other employee benefits generally provided

               by Ford to other hourly employees of Ford covered by the Ford-UAW

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