Deferred Compensation Plan for Non-Employee Directors

EXHIBIT 10.7

VISTEON CORPORATION

DEFERRED COMPENSATION PLAN

FOR NON-EMPLOYEE DIRECTORS

(As amended through June 12, 2008)

Section 1. EFFECTIVE DATE

The Board of Directors of Visteon Corporation have adopted this Deferred Compensation Plan, effective October 11, 2000, for the benefit of the non-employee directors of Visteon Corporation.

Section 2. DEFINITIONS

When used herein the following words and phrases shall have the meanings set forth below unless the context clearly indicates otherwise:

(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:

	1.		“Voluntary Deferral Subaccount” means the Visteon Stock Units that are credited to the Participant’s Account as a result of the Participant’s election to make Voluntary Deferrals.
	2.		“Restricted Stock Subaccount” means the Visteon Stock Units that are credited to the Participant’s Account as a result of the Participant’s election to make Restricted Stock Deferrals.
	3.		“Dividend Subaccount” means the Visteon Stock Units that are credited to the Participant’s Account as a result of deemed dividends on Visteon Stock Units credited to the Participant’s Account.

(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.

Section 3. ADMINISTRATION

	(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

			discretion appoint or remove a third-party recordkeeper to maintain the Accounts as provided herein.
	(c)		Effectiveness of Elections. Any elections or beneficiary designations made under this Plan shall be effective only upon the delivery of the appropriate form to the Secretary of the Company and its acceptance by the Administrative Committee.

Section 4. VOLUNTARY DEFERRALS

(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.

(b)

Conversion to Visteon Stock Units. As of the last day of each month, all Voluntary Deferrals made by or on behalf of a Participant during that month 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 being credited to the Participant’s Voluntary Deferral Subaccount. The conversion shall be accomplished by dividing each Participant’s Voluntary Deferrals by the average of the high and low prices at which a share of

			Company 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.
	(c)		Vesting. Each Participant shall at all times be 100% vested in his or her Voluntary Deferral Subaccount.

Section 5. RESTRICTED STOCK DEFERRALS

	(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.

Section 6. DIVIDEND EQUIVALENTS

	(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.

Section 7. DISTRIBUTIONS

	(a)		Distribution Date. Distribution of a Participant’s vested Account shall be made or commence to be made on the later of (i) January 15 of the calendar year following the calendar year in which, or (ii) the first day of the seventh month following the date on which occurs the Participant’s Separation from Service.
	(b)		Participant Distribution Elections. Distribution shall be made in the form or forms of distribution elected by the Participant. A Participant’s distribution election with respect to any Plan Year applies to both (i) the Voluntary Deferrals and (for periods through May 10, 2006) Restricted Stock Deferrals made by or on behalf of the Participant during that Plan Year, and (ii) all dividend equivalent credits made with respect to such deferrals. The Participant may elect to have a distribution made either in (i) a single sum, or (ii) ten (10) annual installments. A Participant who fails to make any distribution election shall be deemed to have elected the single sum payment option.

1.

Pre-2009 Plan Year Deferral Balances. The Participant may make a separate distribution election with respect to each Plan Year; provided that a Participant’s election with respect to a Plan Year shall continue in effect with respect to each subsequent Plan Year unless the Participant has submitted (and the Administrative Committee has received) a modified distribution election prior to January 1 of the Plan Year. On or before December 31, 2008, a Participant may further revise his or her distribution election with respect to any Plan Year; provided that a revised distribution election made during calendar years 2006, 2007 or 2008 with respect to any Plan Year will not be given effect, and the Participant’s immediately prior valid distribution election with respect to such Plan Year will continue in effect, if the revised election would operate to cause amounts that would otherwise be distributable in the calendar year in which the revised distribution election is made to be deferred for distribution in a subsequent calendar year, or to cause amounts that would otherwise be

			distributable in a subsequent calendar year to become distributable in the calendar year in which the revised election is made. A Participant’s distribution elections as in effect on December 31, 2008 for Plan Year ending on or before December 31, 2008, shall be irrevocable.
	2.		Post-2008 Plan Year Deferral Balances. The Participant may make a separate distribution election with respect to each Plan Year. 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 make a distribution election within 30 days of first becoming a Participant with respect to the Plan Year in which participation commences. A distribution election, once becoming effective with respect to a Plan Year, shall be irrevocable with respect to that Plan Year. An election shall continue in effect with respect 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 7. 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.

(c)

Distribution Procedures.

1.

Single Sum Distribution. If the Participant has elected the single sum distribution option, the Company, in accordance with directions from the Administrative Committee, will distribute to the Participant shares of Company Stock equal to the number of Visteon Stock Units credited to the Participant’s Account (and cash in lieu of any fractional unit) for which such election is in effect; provided that the Administrative Committee may direct that all or any part of the Participant’s distribution be satisfied in cash rather than by a distribution of Company Stock, in which case the cash payment shall be determined by multiplying the number of Visteon

			Stock Units in the Participant’s Account that are the subject of the cash payment by the average of the high and low prices at which a share of Company Stock shall have been sold regular way on the Exchange on the 5th trading day preceding the date on which distribution is made.
	2.		Installment Distributions. If the Participant has elected the installment distribution option, the first installment will be paid on the date specified in Section 7(a). Each subsequent installment will be paid on January 15 of each succeeding calendar year during the installment period. The annual installment distribution amount for any year shall be initially determined on a share basis by dividing the number of Visteon Stock Units credited to the Participant’s Account as of January 1 of the year for which the distribution is being made and for which such an election is in effect by the number of installment payments remaining to be made, and then rounding the quotient obtained for all but the final installment to the next lowest whole number. The Company, in accordance with directions from the Administrative Committee, will distribute to the Participant shares of Company Stock equal to the number of Visteon Stock Units that are being redeemed as part of the installment (and cash in lieu of any fractional unit); provided that the Administrative Committee may direct that all or any part of the installment distribution be satisfied in cash rather than by a distribution of Visteon Stock, in which case the cash payment shall be determined by multiplying the number of Visteon Stock Units in the Participant’s Account that are the subject of the cash payment by the average of the high and low prices at which a share of Company Stock shall have been sold regular way on the Exchange on the 5th trading day preceding the date on which distribution is made.

(d)

Securities Restrictions. With respect to any shares of Company Stock distributed to a Participant, the Participant will not sell or otherwise dispose of such Company Stock except pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Act”) and applicable state securities

			laws, which the Company may but shall not be required to file, or in a transaction which, in the opinion of counsel for the Company, is exempt from such registration, and a legend may be placed on the certificates for the Company Stock to such effect. In addition, in the event of any underwritten public offering of the Company’s securities pursuant to an effective registration statement filed under the Act and upon the request of the Company or the underwriters managing any underwritten offering of the Company’s securities, the Participant shall not directly or indirectly sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for the purchase of, or otherwise dispose of or transfer, or agree to engage in any of the foregoing transactions with respect to, any shares of Company Stock (other than those included in the registration) acquired under this Plan without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed 180 days) from the effective date of such registration as may be requested by the Company or such managing underwriters.
	(e)		Timing of Distributions. Any distribution that is to be made on a specified date may be made within 31 days following such date; provided that the Participant is not permitted, directly or indirectly, to specify the taxable year of the payment.

Section 8. BENEFICIARY

	(a)		Death Benefits. If a Participant dies before his or her entire Account has been distributed, then the remainder of the Participant’s Account shall be distributed in a lump sum on the later to occur of (i) January 15 of the calendar year following the calendar year in which, or (ii) the first day of the seventh month following the date on which, occurs the Participant’s death. Any distribution that is to be made on a specified date may be made within 31 days following such date.
	(b)		Designation of Beneficiary. Each Participant may designate one or more beneficiaries in such form and manner specified by the Administrative Committee, which beneficiary shall be entitled to receive the balance of the Participant’s Account as provided under subsection (a) in the event of the

Participant’s death. The Participant may from time to time revoke or change the beneficiary without the consent of any prior beneficiary by filing a new designation with the Secretary of the Company. The last such designation received by the Secretary of the Company shall be controlling. If no beneficiary designation is in effect at the time the Participant dies, or if no designated beneficiary survives the Participant, the Participant’s beneficiary shall be the Participant’s estate.

Section 9. SOURCE OF BENEFITS

Benefits accumulated under the Plan shall constitute an unfunded, unsecured promise by the Company to provide such payments in the future, as and to the extent such amounts become payable. Benefits attributable to service as a non-employee member of the Board shall be paid from the general assets of the Company, and no person shall, by virtue of this Plan, have any interest in such assets, other than as an unsecured creditor of the Company.

Section 10. NON-ALIENATION

Except as otherwise expressly provided by this Plan, neither the Participant nor his or her beneficiary or beneficiaries, including, without limitation, the Participant’s executors and administrators, heirs, legatees, distributees, and any other person or persons claiming any benefits through the Participant under this Plan shall have any right to assign, transfer, pledge, hypothecate, sell, transfer, alienate and encumber or otherwise convey the right to receive any benefits hereunder, which benefits and the rights thereto are expressly declared to be nontransferable. The right to receive benefits under this Plan also shall not be subject to execution, attachment, garnishment, or similar legal, equitable or other process for the benefit of the Participant’s or beneficiary’s creditors. Any attempted assignment, transfer, pledge hypothecation or other disposition of the Participant’s or beneficiary’s rights to receive benefits under this Plan or the levy of any attachment, garnishment or similar process thereupon, shall be null and void and without effect.

Section 11. CHANGE IN CONTROL

In the event of a Change in Control Event (as defined in Code Section 409A) with respect to the Company, a Participant’s Account shall be fully vested, notwithstanding any vesting schedule that would otherwise be applicable, and the value of the Participant’s Account, determined as of the date of the Change in Control Event, shall be immediately paid to the Participant in a single sum cash payment, notwithstanding any prior distribution election made by the Participant.

Section 12. DURATION OF PLAN

Unless terminated earlier pursuant to Section 13, this Plan shall remain in effect during the term of service of the Participants and until the Account of each Participant has been distributed as provided herein.

Section 13. AMENDMENT AND TERMINATION

The Board reserves the right to amend or terminate this Plan at any time; provided that any termination of the Plan shall be implemented in accordance with the requirements of Code Section 409A, and the authority of the Administrative Committee to administer the Plan shall extend beyond the date of the Plan’s termination; and provided further that no amendment or termination of the Plan shall adversely affect the rights of any Participant or beneficiary to benefits then accrued without the written consent of the affected Participant or beneficiary.

Section 14. MISCELLANEOUS

	(a)		Governing Law. This Plan shall be governed by and construed in accordance with the internal laws of the State of Delaware, without reference to conflict of law principles thereof.
	(b)		Severability. If any provision of the Plan is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction or as to any person, or under any law deemed applicable by the Administrative Committee, such provision shall be construed or deemed amended to conform to applicable laws, or if it

			cannot be so construed or deemed amended without, in the determination of the Administrative Committee, materially altering the intent of the Plan, such provision shall be stricken as to such jurisdiction or person, and the remainder of the Plan shall remain in full force and effect.
	(c)		Successors and Assigns. The Plan shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s assets and business.
	(d)		Transactions Affecting Visteon Common Stock. In the event of any merger, share exchange, reorganization, consolidation, recapitalization, stock dividend, stock split or other change in corporate structure of the Company affecting Company Stock, the Administrative Committee shall make appropriate equitable adjustments with respect to the Visteon Stock Units (if any) credited to the Account of each Participant, including without limitation, adjusting the number of such Units or the date as of which such Units are valued and/or distributed, as the Administrative Committee determines is necessary or desirable to prevent the dilution or enlargement of the benefits intended to be provided under the Plan.
	(e)		Permitted Delay in Payment. If a distribution required under the terms of this Plan would jeopardize the ability of the Company or of an Affiliate to continue as a going concern, the Company or the Affiliate shall not be required to make such distribution. Rather, the distribution shall be delayed until the first date that making the distribution does not jeopardize the ability of the Company or of an Affiliate to continue as a going concern. Further, if any distribution pursuant to the Plan will violate the terms of Federal securities law or any other applicable law, then the distribution shall be delayed until the earliest date on which making the distribution will not violate such law.