2003 RELATIONSHIP AGREEMENT



                                     BETWEEN



                               FORD MOTOR COMPANY



                                       AND



                               VISTEON CORPORATION



                                      DATED



                                DECEMBER 19, 2003



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                           2003 RELATIONSHIP AGREEMENT



         THIS 2003 RELATIONSHIP AGREEMENT is dated as of December 19, 2003 (this

"Agreement") between Ford Motor Company, a Delaware corporation, ("Ford") and

Visteon Corporation, a Delaware corporation ("Visteon").



                                 R E C I T A L S



         A.      Visteon and Ford have the following common goals (the "Goals"):



            i.       That Visteon achieves the goal of becoming a profitable and

                     growing business and remains a top-quality supplier to

                     Ford;



            ii.      That Ford achieves competitive price reductions and

                     achieves fully competitive prices from Visteon, over time,

                     contributing to its profitable growth;



            iii.     That Ford and Visteon work collaboratively to meet the

                     commitments made in the UAW settlement in September 2003;

                     and



            iv.      That Ford and Visteon will establish a basic framework for

                     working cooperatively on their ongoing commercial

                     relationship.



         B.      To further the Goals, the Parties have agreed on several

actions that are described in this Agreement.



         C.      To monitor the implementation of each of these actions, the

Parties have agreed to establish a governance process that is designed to ensure

that the intention of this Agreement, the Master Transfer Agreements and the

Detailed Agreements is achieved.



         The Parties have agreed as follows:



1.       DEFINITIONS



         All terms with initial capitalization used herein shall have the

meanings specified below, except as otherwise specifically stated.



"AFFILIATE" means any Person directly or indirectly Controlling, Controlled by,

or under common Control with, such Person. For purposes of this definition, the

terms Control, Controlling, and Controlled mean having the right to elect a

majority of the board of directors or other comparable body responsible for

management and direction of a Person by contract, by virtue of share ownership,

or otherwise.



"AGREEMENT" means this 2003 Relationship Agreement.



"AMENDED AND RESTATED EMPLOYEE TRANSITION AGREEMENT" means that certain Amended

and Restated Employee Transition Agreement dated as of the date hereof between

the Parties.



                                        1



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"AMENDED AND RESTATED HOURLY EMPLOYEE ASSIGNMENT AGREEMENT" means that certain

Amended and Restated Hourly Employee Assignment Agreement dated as of the date

hereof between the Parties.



"CHESTERFIELD AGREEMENTS" means the Chesterfield Transition and Stewardship

Agreement dated as of April 1, 2003 among Johnson Controls, Inc. and the Parties

and the related agreements referenced therein.



"CLONE AND GO AGREEMENT" means that certain Clone and Go Cost Sharing Agreement

dated as of the date hereof between the Parties.



"DETAILED AGREEMENTS" means the Purchase and Supply Agreement, the Amended and

Restated Hourly Employee Assignment Agreement, the Amended and Restated Employee

Transition Agreement, the Hourly Employee Conversion Agreement, the Ford/Visteon

Level 4 Support Amendment and the Clone and Go Agreement.



"HOURLY EMPLOYEE CONVERSION AGREEMENT" means that certain Hourly Employee

Conversion Agreement dated as of the date hereof between the Parties.



"FORD" means Ford Motor Company, a Delaware corporation.



"FORD/VISTEON LEVEL 4 SUPPORT AMENDMENT" means that certain amendment to the (1)

Software and Information Technology License Agreement, effective September 2,

2003 among the Parties and Ford Global Technologies, LLC and (2) Information

Technology Services Agreement, effective June 27, 2000 between the Parties.



"MASTER AGREEMENT" means the collective bargaining agreement and all supplements

thereto between Ford and the UAW dated September 15, 2003.



"MASTER TRANSFER AGREEMENTS" means the following agreements between the Parties:

Master Transfer Agreement dated March 30, 2000, Master Separation Agreement

dated June 1, 2000, the Information Technology Services Agreement dated as of

June 27, 2000, the Software and Information Technology License Agreement

effective September 2, 2003, and the Relationship Agreement dated January 1,

2000 between the Automotive Consumer Services Group (now Ford Customer Services

Division) of Ford and Visteon.



"NEW VISTEON CBA AND SUPPLEMENT" means the new collective bargaining agreement

and supplement under negotiation between the UAW and Visteon which negotiation

is expected to be completed by March 5, 2004.



"OPEB LIABILITY" has the meaning specified in Section 3.4.



"PARTY" or "PARTIES" refers to Ford or Visteon individually or collectively.



"PERSON" means an individual, a partnership, a corporation, a limited liability

company, an association, a joint stock company, a trust, a joint venture, an

unincorporated organization or a governmental entity or any department, agency

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