EXHIBIT 24.1
VISTEON CORPORATION
Certificate of Assistant Secretary
The undersigned, Heidi A. Diebol, an Assistant Secretary of VISTEON
CORPORATION, a Delaware corporation (the "Company"), DOES HEREBY CERTIFY that
the following resolutions were adopted at a duly called meeting of the Board of
Directors of the Company on March 9, 2005 and that the same are in full force
and effect:
"RESOLVED, that preparation of an Annual Report on Form 10-K of the
Company for the year ended December 31, 2004 (the "10-K Report"), including
exhibits and other documents, to be filed with the Securities and Exchange
Commission (the "Commission") under the Securities Exchange Act of 1934, as
amended, be and hereby is in all respects authorized and approved; that the
draft 10-K Report be and hereby is approved in all respects; that the directors
and appropriate officers of the Company, and each of them, be and hereby are
authorized to sign and execute in their own behalf, or in the name and on behalf
of the Company, or both, as the case may be, the 10-K Report, and any and all
amendments thereto, with such changes therein as such directors and officers may
deem necessary, appropriate or desirable, as conclusively evidenced by their
execution thereof; and that the appropriate officers of the Company, and each of
them, be and hereby are authorized to cause the 10-K Report and any such
amendments, so executed, to be filed with the Commission.
"RESOLVED, that each officer and director who may be required to sign
and execute the 10-K Report or any amendment thereto or document in connection
therewith (whether in the name and on behalf of the Company, or as an officer or
director of the Company, or otherwise), be and hereby is authorized to execute a
power of attorney appointing James F. Palmer, William G. Quigley, III, and S. L.
Fox, and each of them, severally, his or her true and lawful attorney or
attorneys to sign in his or her name, place and stead in any such capacity the
10-K Report and any and all amendments thereto and documents in connection
therewith, and to file the same with the Commission, each of said attorneys to
have power to act with or without the other, and to have full power and
authority to do and perform in the name and on behalf of each of said officers
and directors who shall have executed such power of attorney, every act
whatsoever which such attorneys, or any of them, may deem necessary, appropriate
or desirable to be done in connection therewith as fully and to all intents and
purposes as such officers or directors might or could do in person."
WITNESS my hand as of this 16th day of March, 2005.
/s/ Heidi A. Diebol
-----------------------
Heidi A. Diebol
Assistant Secretary
(SEAL)
POWER OF ATTORNEY WITH RESPECT TO
ANNUAL REPORT ON FORM 10-K OF
VISTEON CORPORATION FOR
THE YEAR ENDED DECEMBER 31, 2004
Each of the undersigned, a director or officer of VISTEON CORPORATION,
appoints each of J. F. Palmer, W. G. Quigley, III, and S. L. Fox as his or her
true and lawful attorney and agent to do any and all acts and things and execute
any and all instruments which the attorney and agent may deem necessary or
advisable in order to enable VISTEON CORPORATION to comply with the Securities
Exchange Act of 1934, and any requirements of the Securities and Exchange
Commission, in connection with the Annual Report on Form 10-K of VISTEON
CORPORATION for the year ended December 31, 2004 and any and all amendments
thereto, including, but not limited to, power and authority to sign his or her
name (whether on behalf of VISTEON CORPORATION, or as a director or officer of
VISTEON CORPORATION, or by attesting the seal of VISTEON CORPORATION, or
otherwise) to such instruments and to such Annual Report and any amendments
thereto, and to file them with the Securities and Exchange Commission. The
undersigned ratifies and confirms all that any of the attorneys and agents shall
do or cause to be done by virtue hereof. Any one of the attorneys and agents
shall have, and may exercise, all the powers conferred by this instrument.
Each of the undersigned has signed his or her name as of the 9th day of
March 2005.
/s/Peter J. Pestillo /s/Charles L. Schaffer
- ------------------------------------ -------------------------------
Peter J. Pestillo Charles L. Schaffer
/s/Marla C. Gottschalk /s/Thomas T. Stallkamp
- ------------------------------------ -------------------------------
Marla C. Gottschalk Thomas T. Stallkamp
/s/William H. Gray,III /s/James D. Thornton
- ------------------------------------ -------------------------------
William H. Gray, III James D. Thornton
/s/Steven K. Hamp /s/Kenneth B. Woodrow
- ------------------------------------ -------------------------------
Steven K. Hamp Kenneth B. Woodrow
/s/Patricia L. Higgins /s/James F. Palmer
- ------------------------------------ -------------------------------
Patricia L. Higgins James F. Palmer
/s/Michael F. Johnston /s/William G. Quigley, III
- ------------------------------------ -------------------------------
Michael F. Johnston William G. Quigley, III
/s/Karl J. Krapek
- ------------------------------------
Karl J. Krapek