ISSUING AND PAYING AGENCY AGREEMENT
This Agreement, dated as of June 5, 2000, is by and between Visteon Corporation (the "ISSUER") and The
Chase Manhattan Bank ("CHASE").
1. APPOINTMENT AND ACCEPTANCE
The Issuer hereby appoints Chase as its issuing and paying agent in connection with the issuance and payment of
certain short-term promissory notes of the Issuer (the "NOTES"), as further described herein, and Chase agrees
to act as such agent upon the terms and conditions contained in this Agreement.
2. COMMERCIAL PAPER PROGRAMS
The Issuer may establish one or more commercial paper programs under this Agreement by delivering to Chase a
completed program schedule (the "PROGRAM SCHEDULE"), with respect to each such program. Chase has
given the Issuer a copy of the current form of Program Schedule and the Issuer shall complete and return its first
Program Schedule to Chase prior to or simultaneously with the execution of this Agreement. In the event that any
of the information provided in, or attached to, a Program Schedule shall change, the Issuer shall promptly inform
Chase of such change in writing.
All Notes issued by the Issuer under this Agreement shall be short-term promissory notes, exempt from the
registration requirements of the Securities Act of 1933, as amended, as indicated on the Program Schedules, and
from applicable state securities laws. The Notes may be placed by dealers (the "DEALERS") pursuant to Section
4 hereof. Notes shall be issued in either certificated or book-entry form.
4. AUTHORIZED REPRESENTATIVES
The Issuer shall deliver to Chase a duly adopted corporate resolution from the Issuer's Board of Directors (or
other governing body) authorizing the issuance of Notes under each program established pursuant to this
Agreement and a certificate of incumbency, with specimen signatures attached, of those officers, employees and
agents of the Issuer authorized to take certain actions with respect to the Notes as provided in this Agreement