EXHIBIT 10.23
VISTEON CORPORATION RABBI TRUST
This Trust Agreement made this 7th day of February, 2003 by and between
Visteon Corporation ("Visteon") and The Northern Trust Company ("Trustee");
WHEREAS, Visteon has adopted the non-qualified employee benefit
arrangements as listed in Appendix A (individually referred to as the "Plan" or
collectively referred to as the "Plans") which Visteon may revise from time to
time to add more Plans by delivering to Trustee a new Appendix A without
requiring an amendment of this Trust Agreement.
WHEREAS, Visteon has incurred or expects to incur liability under the
terms of such the Plans with respect to the individuals participating in the
Plans;
WHEREAS, Visteon wishes to establish a trust (hereinafter called
"Trust") and to contribute to the Trust assets that shall be held therein,
subject to the claims of Visteon's creditors in the event of Visteon's
Insolvency, as herein defined, until paid to Plan participants and their
beneficiaries in such manner and at such times as specified in the Plans;
WHEREAS, it is the intention of the parties that this Trust shall
constitute an unfunded arrangement and shall not affect the status of the Plans
as unfunded maintained for the purpose of providing deferred compensation for a
select group of management or highly compensated employees for purposes of Title
I of the Employee Retirement Income Security Act of 1974, as amended;
WHEREAS, it is the intention of Visteon to contribute to the Trust to
provide itself with a source of funds to assist it in the meeting of its
liabilities under the Plans;
NOW, THEREFORE, the parties do hereby establish the Trust and agree
that the Trust shall be comprised, held and disposed of as follows:
SECTION 1. ESTABLISHMENT OF TRUST
(a) Visteon hereby establishes with the Trustee a grantor trust and
deposits with Trustee in trust $100, which shall become the principal of the
Trust, to which shall be added such sums of money and such property acceptable
to the Trustee as shall from time to time be paid or delivered to the Trustee
and the earnings and profits thereon to be held, administered and disposed of by
the Trustee as provided in this Trust Agreement.
(b) The Trust hereby established is revocable by Visteon; it shall
become irrevocable upon a Change of Control, as defined herein.
(c) The Trust is intended to be a grantor trust, of which Visteon is
the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1,
subtitle A of the Internal Revenue Code of 1986, as amended (the "Code"), and
shall be construed accordingly.
(d) The principal of the Trust, and any earnings thereon shall be held
separate and apart from other funds of Visteon and shall be used exclusively for
the uses and purposes of Plan participants and general creditors as herein set
forth. Plan participants and their beneficiaries shall have no preferred claim
on, or any beneficial ownership interest in, any assets of the Trust. Any rights
created under the Plans and this Trust Agreement shall be mere unsecured
contractual rights of Plan participants and their beneficiaries against Visteon.
Any assets held by the Trustee will be subject to the claims of Visteon's
general creditors under federal and state law in the event of Insolvency as
defined in Section 3(a) herein.
(e) Upon a Change of Control, Visteon shall, as soon as possible, but
in no event longer than 30 days following the Change of Control, as defined
herein, make an irrevocable contribution to the Trust in an amount that is
sufficient to pay each Plan participant or beneficiary the benefits to which
Plan participants or their beneficiaries would be entitled pursuant to the terms
of the Plans as of the date on which the Change of Control occurred. Trustee
shall have no duty to enforce any funding obligations of Visteon, and the duties
of Trustee shall be governed solely by the terms of the Trust without reference
to the terms of the Plans.
SECTION 2. PAYMENTS TO PLAN PARTICIPANTS AND THEIR BENEFICIARIES.
(a) Visteon shall deliver to Trustee a schedule (the "Payment
Schedule") that indicates the amounts payable in respect to each Plan
participant (and his or her beneficiaries), directions to Trustee regarding the
amounts so payable, the form in which such amount is to be paid (as provided for
or available under the Plans), and the time of commencement for payment of such
amounts. Except as otherwise provided herein, Trustee shall make payments to the
Plan participants and their beneficiaries in accordance with such Payment
Schedule. Visteon shall have the sole responsibility for all tax withholding
filings and reports. Trustee shall withhold such amounts from distributions as
Visteon directs and shall follow the instructions of Visteon with respect to
remission of such withheld amounts to appropriate governmental authorities and
related reporting and filings.
(b) The entitlement of a Plan participant or his or her beneficiaries
to benefits under the Plans shall be determined by Visteon or such party as it
shall designate under the Plans, and any claim for such benefits shall be
considered and reviewed under the procedures set out in the Plans.
(c) Visteon may make payment of benefits directly to Plan participants
or their beneficiaries as they become due under the terms of the Plans. Visteon
shall notify Trustee of its decision to make payment of benefits directly prior
to the time amounts are payable to participants or their beneficiaries. In
addition, if the principal of the Trust, and any earnings thereon, are not
sufficient to make payments of benefits in accordance with the terms of the
Plans, Visteon shall make the balance of each such payment as it falls due.
Trustee shall notify Visteon where principal and earnings are not sufficient to
make a payment then due under the Payment Schedule.
SECTION 3. TRUSTEE RESPONSIBILITY REGARDING PAYMENTS TO TRUST
BENEFICIARY WHEN VISTEON IS INSOLVENT.
(a) Trustee shall cease payment of benefits to Plan participants and
their beneficiaries if the Visteon is Insolvent, subject to the provisions of
Section 3(b) below. Visteon shall be considered "Insolvent" for purposes of this
Trust Agreement if (i) Visteon is unable to pay its debts as they become due, or
(ii) Visteon is subject to a pending proceeding as a debtor under the United
States Bankruptcy Code.
(b) At all times during the continuance of this Trust, as provided in
Section 1(d) hereof, the principal and income of the Trust shall be subject to
claims of general creditors of Visteon under federal and state law as set forth
below.
(1) The Treasurer of Visteon shall have the duty to inform
Trustee in writing of Visteon's Insolvency. If a person claiming to be a
creditor of Visteon alleges in writing to Trustee that Visteon has become
Insolvent, Trustee shall determine whether Visteon is Insolvent and, pending
such determination, Trustee shall discontinue payment of benefits to Plan
participants or their beneficiaries.
(2) Unless Trustee has actual knowledge of Visteon's
Insolvency, or has received notice from Visteon or a person claiming to be a
creditor alleging that Visteon is Insolvent, Trustee shall have no duty to
inquire whether Visteon is Insolvent. Trustee may in all events rely on such
evidence concerning Visteon's solvency as may be furnished to Trustee and that
provides Trustee with a reasonable basis for making a determination concerning
Visteon's solvency. In no event shall "actual knowledge" be deemed to include
knowledge of Visteon's credit status held by banking officers or banking
employees of
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The Northern Trust Company which has not been communicated to the trust
department of Trustee. Trustee may appoint an independent accounting, consulting
or law firm to make any determination of solvency required by Trustee under this
Section 3. In such event, Trustee may conclusively rely upon the determination
by such firm and shall be responsible only for the prudent selection of such
firm.
(3) If at any time the Treasurer of Visteon notifies Trustee
or Trustee has determined that Visteon is Insolvent, Trustee shall discontinue
payments to Plan participants or their beneficiaries and shall hold the assets
of the Trust for the benefit of Visteon's general creditors. Nothing in this
Trust Agreement shall in any way diminish any rights of Plan participants or
their beneficiaries to pursue their rights as general creditors of Visteon with
respect to benefits due under the Plans or otherwise.
(4) Trustee shall resume the payment of benefits to Plan
participants or their beneficiaries in accordance with Section 2 of this Trust
Agreement only after Trustee has determined that Visteon is not Insolvent (or is
no longer Insolvent) or pursuant to an order from the U.S. Bankruptcy Court or
other court of competent jurisdiction.
(c) Provided that there are sufficient assets, if Trustee discontinues
the payment of benefits from the Trust pursuant to Section 3(b) hereof and
subsequently resumes such payments, the first payment following such
discontinuance, to the extent not inconsistent with an order from the U.S.
Bankruptcy Court or other court of competent jurisdiction, shall include the
aggregate amount of all payments due to Plan participants or their beneficiaries
under the terms of the Plans for the period of such discontinuance, less the
aggregate amount of any payments made to Plan participants or their
beneficiaries by Visteon in lieu of the payments provided for hereunder during
any such period of discontinuance, all in accordance with the Payment Schedule,
which Visteon shall modify as necessary to comply with the provisions of this
paragraph (c).
SECTION 4. PAYMENTS TO VISTEON.
Except as provided in Section 3, hereof, after the Trust has become
irrevocable, Visteon shall have no right or power to direct Trustee to return to
Visteon or to divert to others any of the Trust assets before all payments of
benefits have been made to Plan participants and their beneficiaries pursuant to
the terms of the Plans. Trustee shall be entitled to rely conclusively upon
Visteon's written certification that all such payments have been made.
SECTION 5. INVESTMENT AUTHORITY.
(a) Subject to such written investment guidelines as may be issued to
Trustee from time to time by Visteon and subject further to paragraphs (b) and
(c) hereof, Trustee may invest and reinvest Trust assets in property of any
kind, provided, however, that in no event may Trustee, in the exercise of any
discretionary investment authority granted to it under this Section 5, invest in
securities (including stock or rights to acquire stock) or obligations issued by
Visteon, other than a de minimis amount held in common investment vehicles in
which Trustee invests. Subject to paragraphs (b) and (c) hereof, all rights
associated with assets of the Trust shall be exercised by Trustee or the person
designated by Trustee, and shall in no event be exercisable by or rest with Plan
participants.
(b) Visteon shall have the right, at anytime, and from time to time in
its sole discretion, to substitute assets of equal fair market value for any
asset held by the Trust; Trustee shall have no responsibility for determining
whether such right has been properly exercised or for any investment losses that
may result from its exercise.
(c) Visteon may, by written notice to Trustee, assume investment
responsibility for any portion or all of the Trust assets (and shall be deemed
to have assumed such responsibility with respect to any shares of Visteon stock,
insurance policies or contracts, or other agreed upon assets held in the Trust
for which Trustee does not accept investment responsibility), in which event,
Trustee shall act with respect to such assets only as directed by Visteon and
shall have no investment review responsibility therefor.
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(d) Trustee shall not make any investment review of, consider the
propriety of holding or selling, or vote other than as directed by Visteon, any
assets of the Trust Fund for which Visteon shall have investment responsibility
in accordance with this Section 5, except that if Trustee shall not have
received contrary instructions from Visteon, Trustee shall invest for short term
purposes any cash in its custody in bonds, notes and other evidences of
indebtedness having a maturity date not beyond five years from the date of
purchase, United States Treasury bills, commercial paper, bankers' acceptances
and certificates of deposit, and undivided interests or participations therein,
and participations in regulated investment companies for which the Trustee or
its affiliate is the adviser.
SECTION 6. DISPOSITION OF INCOME.
During the term of this Trust, all income received by the Trust, net of
expenses and taxes, shall be accumulated and reinvested.
SECTION 7. ACCOUNTING BY TRUSTEE.
Trustee shall keep accurate and detailed records of all investments,
receipts, disbursements, and all other transactions required to be made,
including such specific records as shall be agreed upon in writing between
Visteon and Trustee. Within 90 days following the close of each calendar year
and within 45 days after the removal or resignation of Trustee, Trustee shall
deliver to Visteon a written account of its administration of the Trust during
such year or during the period from the close of the last preceding year to the
date of such removal or resignation, setting forth all investments, receipts,
disbursements and other transactions effected by it, including a description of
all securities and investments purchased and sold with the cost or net proceeds
of such purchases or sales (accrued interest paid or receivable being shown
separately), and showing all cash, securities and other property held in the
Trust at the end of such year or as of the date of such removal or resignation,
as the case may be. In the absence of the filing in writing with Trustee by
Visteon of exceptions or objections to any such account within 90 days, Visteon
shall be deemed to have approved such account; in such case, or upon the written
approval by Visteon of any such account, Trustee shall be released, relieved and
discharged with respect to all matters and things set forth in such account as
though such account had been settled by the decree of a court of competent
jurisdiction. Trustee may conclusively rely on determinations of Visteon of
valuations for assets of the Trust for which Trustee deems there to be no
readily determinable fair market value and on determinations of the issuing
insurance company of valuations for insurance contracts/policies.
SECTION 8. RESPONSIBILITY OF TRUSTEE.
(a) Trustee shall act with the care, skill, prudence and diligence
under the circumstances then prevailing that a prudent person acting in like
capacity and familiar with such matters would use in the conduct of an
enterprise of a like character and with like aims, provided, however, that
Trustee shall incur no liability to any person for any action taken pursuant to
a direction, request or approval given in writing by Visteon. In the event of a
dispute between Visteon and a party, Trustee may apply to a court of competent
jurisdiction to resolve the dispute.
(b) If Trustee undertakes or defends any litigation brought by or
against a third party and arising in connection with this Trust, Visteon agrees
to indemnify Trustee against Trustee's costs, expenses and liabilities
(including, without limitation, attorneys' fees and expenses) relating thereto
and to be primarily liable for such payments. If Visteon does not pay such
costs, expenses and liabilities in a reasonably timely manner, Trustee may
obtain payment from the Trust.
(c) Trustee may consult with legal counsel (who may also be counsel for
Visteon generally) with respect to any of its duties or obligations hereunder.
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(d) Trustee may hire agents, accountants, actuaries, investment
advisors, financial consultants or other professionals to assist it in
performing any of its duties or obligations hereunder.
(e) Trustee shall have, without exclusion, all powers conferred on
Trustees by applicable law, unless expressly provided otherwise herein,
provided, however, that if an insurance policy is held as an asset of the Trust,
Trustee shall have no power to name a beneficiary of the policy other than the
Trust, to assign the policy (as distinct from conversion of the policy to a
different form) other than to a successor Trustee, or to loan to any person the
proceeds of any borrowing against such policy and shall act with respect to any
such policy only as directed by Visteon.
(f) However, notwithstanding the provisions of Section 8(e) above,
where directed by Visteon, Trustee may loan to Visteon the proceeds of any
borrowing against an insurance policy held as an asset of the Trust.
(g) Notwithstanding any powers granted to Trustee pursuant to this
Trust Agreement or to applicable law, Trustee shall not have any power that
could give this Trust the objective of carrying on a business and dividing the
gains therefrom, within the meaning of section 301.7701-2 of the Procedure and
Administrative Regulations promulgated pursuant to the Code.
(h) Visteon (which has the authority to do so under the laws of its
state of incorporation) shall indemnify The Northern Trust Company, and defend
it and hold it harmless from and against any and all liabilities, losses,
claims, suits or expenses (including attorneys' fees) of whatsoever kind and
nature which may be imposed upon, asserted against or incurred by The Northern
Trust Company at any time (1) by reason of its carrying out its responsibilities
or providing services under this Trust Agreement, or its status as Trustee, or
by reason of any act or failure to act under this Trust Agreement, except to the
extent that any such liability, loss, claim, suit or expense arises directly
from Trustee's negligence or willful misconduct in the performance of
responsibilities specifically allocated to it under the Trust Agreement, or (2)
by reason of the Trust's failure to qualify as a grantor trust under the IRS
grantor trust rules or the Plan's failure to qualify as an excess benefit or
top-hat plan exempt from all or Parts 2, 3, and 4 of Title 1 of the ERISA. This
paragraph shall survive the termination of this Trust Agreement.
(i) Trustee shall not be liable for any delay in performance, or
non-performance, of any obligation hereunder to the extent that the same is due
to forces beyond Trustee's reasonable control, including but not limited to any
industrial, juridical, governmental, civil or military action; acts of
terrorism, insurrection or revolution; nuclear fusion, fission or radiation;
failure or fluctuation in electrical power, heat, light, air conditioning or
telecommunications equipment; or acts of God.
SECTION 9. COMPENSATION AND EXPENSES OF TRUSTEE.
Visteon shall pay all administrative and Trustee's fees and expenses.
If not so paid, the fees and expenses shall be paid from the Trust.
SECTION 10. RESIGNATION AND REMOVAL OF TRUSTEE.
(a) Trustee may resign at any time by written notice to Visteon, which
shall be effective 60 days after receipt of such notice unless Visteon and
Trustee agree otherwise.
(b) Trustee may be removed by Visteon at any time by written notice to
Trustee, which shall be effective 60 days after receipt of such notice or upon
shorter notice accepted by Trustee.
(c) Upon a Change of Control, as defined herein, Trustee may not be
removed by Visteon for one (1) year.
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(d) If Trustee resigns within 10 year(s) after a Change of Control, as
defined herein, Visteon shall apply to a court of competent jurisdiction for the
appointment of a successor Trustee or for instructions.
(e) Upon resignation or removal of Trustee and appointment of a
successor Trustee, all assets shall subsequently be transferred to the successor
Trustee. The resigning or removed Trustee is authorized, however, to reserve
such amount as may be necessary for the payment of its fees and expenses
incurred prior to resignation or removal. The transfer shall be completed within
180 days after receipt of notice of resignation, removal or transfer, unless
Visteon extends the time limit. Visteon's consent to extension of such time
limit shall not be unreasonably withheld.
(f) If Trustee resigns or is removed, a successor shall be appointed,
in accordance with Section 11 hereof, by the effective date of resignation or
removal under paragraph(s) (a) or (b) of this section. If no such appointment
has been made, Trustee may apply to a court of competent jurisdiction for
appointment of a successor or for instructions. All expenses of Trustee in
connection with the proceeding shall be allowed as administrative expenses of
the Trust.
SECTION 11. APPOINTMENT OF SUCCESSOR.
(a) If Trustee resigns or is removed in accordance with Section 10(a)
or (b) hereof, Visteon may appoint any third party, such as a bank trust
department or other party that may be granted corporate trustee powers under
state law, as a successor replace Trustee upon resignation or removal. The
appointment shall be effective when accepted in writing by the new Trustee, who
shall have all of the rights and powers of the former Trustee, including
ownership rights in the Trust assets. The former Trustee shall execute any
instrument necessary or reasonably requested by Visteon or the successor Trustee
to evidence the transfer.
(b) The successor Trustee shall not be responsible for and Visteon
shall indemnify and defend the successor Trustee from any claim or liability
resulting from any action or inaction of any prior Trustee or from any other
past event, or any condition existing at the time it becomes successor Trustee.
SECTION 12. AMENDMENT OR TERMINATION.
(a) This Trust Agreement may be amended by a written instrument
executed by Trustee and Visteon. Notwithstanding the foregoing, no such
amendment shall conflict with the terms of the Plans, as certified to in writing
by Visteon (upon which certification Trustee may conclusively rely), or shall
make the Trust revocable after it has become irrevocable in accordance with
Section 1(b) hereof.
(b) Following a Change of Control, the Trust shall not terminate until
the date on which there are no longer any assets held in the Trust or Plan
participants and their beneficiaries are no longer entitled to benefits pursuant
to the terms of the Plans, as certified to in writing by Visteon (upon which
certification Trustee may conclusively rely). Upon termination of the trust any
assets remaining in the Trust shall be returned to Visteon.
(c) Upon written approval of Plan participants or beneficiaries
entitled to payment of benefits pursuant to the terms of the Plans, Visteon may
terminate this Trust prior to the time all benefit payments under the Plans have
been made. Such approval shall be obtained and certified to in writing by
Visteon (upon which certification Trustee may conclusively rely), and Trustee
shall have no responsibility therefor. All assets in the Trust at termination
shall be returned to Visteon.
(d) This Trust Agreement may not be amended by Visteon for 20 year(s)
following a Change of Control, as defined herein.
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SECTION 13. MISCELLANEOUS.
(a) Any provision of this Trust Agreement prohibited by law shall be
ineffective to the extent of any such prohibition, without invalidating the
remaining provisions hereof.
(b) Benefits payable to Plan participants and their beneficiaries under
this Trust Agreement may not be anticipated, assigned (either at law or in
equity), alienated, pledged, encumbered or subjected to attachment, garnishment,
levy, execution or other legal or equitable process.
(c) This Trust Agreement shall be governed by and construed in
accordance with the laws of Illinois.
(d) For purposes of this Trust, Change in Control shall be deemed to
have occurred if the event set forth in any one of the following paragraphs
shall have occurred:
(i) any Person is or becomes the Beneficial Owner, directly or
indirectly, of securities of Visteon (not including in the securities
beneficially owned by such Person any securities acquired directly from
Visteon or its affiliates) representing 40% or more of the combined
voting power of Visteon's then outstanding securities, excluding any
Person who becomes such a Beneficial Owner in connection with a
transaction described in clause (a) of paragraph (iii) below;
(ii) within any twelve (12) month period, the following
individuals cease for any reason to constitute a majority of the number
of directors then serving: individuals who, on the effective date of
this Trust Agreement, constitute the Board and any new director (other
than a director whose initial assumption of office is in connection
with an actual or threatened election contest, including but not
limited to a consent solicitation, relating to the election of
directors of Visteon) whose appointment or election by the Board or
nomination for election by Visteon's shareholders was approved or
recommended by a vote of at least two-thirds (2/3) of the directors
then still in office who either were directors on the date hereof or
whose appointment, election or nomination for election was previously
so approved or recommended;
(iii) there is consummated a merger or consolidation of
Visteon or any direct or indirect subsidiary of Visteon with any other
corporation, other than (a) a merger or consolidation which results in
the directors of Visteon immediately prior to such merger or
consolidation continuing to constitute at least a majority of the board
of directors of Visteon, the surviving entity or any parent thereof or
(b) a merger or consolidation effected to implement a recapitalization
of Visteon (or similar transaction) in which no Person is or becomes
the Beneficial Owner, directly or indirectly, of securities of Visteon
(not including in the securities Beneficially Owned by such Person any
securities acquired directly from Visteon or its Affiliates)
representing 40% or more of the combined voting power of Visteon's then
outstanding securities;
(iv) the shareholders of Visteon approve a plan of complete
liquidation or dissolution of Visteon or there is consummated an
agreement for the sale or disposition by Visteon of more than 50% of
Visteon's assets, other than a sale or disposition by Visteon of more
than 50% of Visteon's assets to an entity, at least 50% of the combined
voting power of the voting securities of which are owned by
shareholders of Visteon in substantially the same proportions as their
ownership of Visteon immediately prior to such sale; or
(v) any other event that the Board, in its sole discretion,
determines to be a Change in Control for purposes of this Agreement.
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(vi) For purposes of this subsection 13(d), the following
terms shall have the meanings indicated below:
(A) "Affiliate(s)" shall have the meaning set forth
in Rule 12b-2 promulgated under Section 12 of the Exchange
Act.
(B) "Beneficial Owner" shall have the meaning set
forth in Rule 13d-3 under the Exchange Act.
(C) "Board" shall mean the Board of Directors of
Visteon.
(D) "Exchange Act" shall mean the Securities Exchange
Act of 1934, as amended from time to time.
(E) "Person" shall have the meaning given in Section
3(a)(9) of the Exchange Act, as modified and used in Sections
13(d) and 14(d) thereof, except that such term shall not
include (i) Visteon or any of its subsidiaries, (ii) a trustee
or other fiduciary holding securities under an employee
benefit plan of Visteon or any of its Affiliates, (iii) an
underwriter temporarily holding securities pursuant to an
offering of such securities, or (iv) a corporation owned,
directly or indirectly, by the stockholders of Visteon in
substantially the same proportions as their ownership of stock
of Visteon.
Notwithstanding the foregoing, a "Change in Control" shall not be
deemed to have occurred by virtue of the consummation of any transaction or
series of integrated transactions immediately following which the record holders
of the common stock of Visteon immediately prior to such transaction or series
of transactions continue to have substantially the same proportionate ownership
in an entity which owns all or substantially all of the assets of Visteon
immediately following such transaction or series of transactions.
Visteon shall immediately notify Trustee in writing of any Change of
Control. Trustee may conclusively rely upon such notice and shall have no duty
to determine whether a Change of Control has occurred.
(e) Any action required to be taken by Visteon shall be by resolution
of its Board of Directors or by written direction of one or more of its
Treasurer, Executive Vice President and Chief Financial Officer, Senior Vice
President of Human Resources, Secretary, or Assistant Secretary or anyone
designated by such persons to act on behalf of Visteon. The Trustee may rely
upon a resolution or direction filed with the Trustee and shall have no
responsibility for any action taken by the Trustee in accordance with any such
resolution or direction.
(f) In making payments to service providers pursuant to authorized
directions, Visteon acknowledges that the Trustee is acting as paying agent, and
not as the payor, for tax information reporting and withholding purposes.
(g) This Trust Agreement shall inure to the benefit of, and be binding
upon, each of the parties and their respective successors and assigns.
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SECTION 14. EFFECTIVE DATE.
The effective date of this Trust Agreement shall be December 11, 2002.
IN WITNESS WHEREOF, Visteon and the Trustee have executed this Trust
Agreement effective as of the date set forth above.
VISTEON CORPORATION
By: /s/ Xxxx X. Xxxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxxx
-----------------------------------
Title: Vice President and Treasurer
----------------------------------
Attest:
/s/ Xxxxx X. Xxxxxxxxx
-------------------------------
Xxxxx X. Xxxxxxxxx
(CORPORATE SEAL)
The undersigned, Xxxxx X. Xxxxxx-Xxxxx, does hereby certify that she is
the duly elected, qualified and acting Secretary of Visteon Corporation
("Visteon") and further certifies that the person whose signature appears above
is a duly elected, qualified and acting officer of Visteon with full power and
authority to execute this Trust Agreement on behalf of Visteon and to take such
other actions and execute such other documents as may be necessary to effectuate
this Trust Agreement.
/s/ Xxxxx X. Xxxxxx-Xxxxx
-------------------------------
Assistant Secretary
Visteon Corporation
THE NORTHERN TRUST COMPANY
By: /s/ Xxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxxx
-----------------------------------
Title: Vice President
----------------------------------
Attest:
/s/ Xxxx X. Xxxxxxx
-------------------------------
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APPENDIX A
TO VISTEON CORPORATION RABBI TRUST
o Visteon Corporation Deferred Compensation Plan, effective July 1, 2000
o Visteon Corporation Pension Parity Plan, effective July 1, 2000
o Visteon Corporation Savings Parity Plan, effective July 1, 2000
o Visteon Corporation Supplemental Executive Retirement Plan, effective
July 1, 2000
o Visteon Corporation Executive Separation Allowance Plan, effective July
1, 2000
o Visteon Corporation Deferred Compensation Plan for Non-Employee
Directors, effective October 11, 2000
o Change in Control Agreements with officers of Visteon Corporation
