AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
Pursuant to Sections 242 and 245 of the Delaware General Corporation Law
Visteon Corporation (the "Corporation"), a corporation organized and existing under the General Corporation
Law of the State of Delaware (the "GCL"), does hereby certify as follows:
(1) The name of the Corporation is Visteon Corporation. The Corporation was originally incorporated under the
name Visteon Automotive Systems, Inc. The original certificate of incorporation of the Corporation was filed with
the office of the Secretary of State of the State of Delaware on January 5, 2000.
(2) This Amended and Restated Certificate of Incorporation was duly adopted by the Board of Directors of the
Corporation (the "Board of Directors") and by the stockholder of the Corporation in accordance with Sections
228, 242 and 245 of the GCL.
(3) This Amended and Restated Certificate of Incorporation restates and integrates and further amends the
certificate of incorporation of the Corporation, as heretofore amended or supplemented.
(4) The text of the Certificate of Incorporation is amended and restated in its entirety as follows:
FIRST: The name of the Corporation is Visteon Corporation (the "Corporation").
SECOND: The address of the registered office of the Corporation in the State of Delaware is 1209 Orange
Street, in the City of Wilmington, County of New Castle. The name of its registered agent at that address is The
Corporation Trust Company.
THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be
organized under the General Corporation Law of the State of Delaware (the "GCL").
FOURTH: (a) Authorized Capital Stock. The total number of shares of stock which the Corporation shall have
authority to issue is five hundred fifty million (550,000,000) shares of capital stock, consisting of (i) five hundred
million (500,000,000) shares of common stock, par value $1.00 per share (the "Common Stock") and (ii) fif