EXHIBIT 10.14.1

                                  AMENDMENTS TO
                               VISTEON CORPORATION
                         DEFERRED COMPENSATION PLAN FOR
      NON-EMPLOYEE DIRECTORS (THE "DIRECTORS' DEFERRED COMPENSATION PLAN")

     As approved by the Board of Directors on December 14, 2005, the first
sentence of Section 7(a) of the Directors' Deferred Compensation Plan shall be
amended to read as follows:

     Distribution of a Participant's vested Account shall be made or commence to
     be made on the later of (i) on or about 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, the Participant terminates service as an
     Outside Director of the Company, in the form or forms elected by the
     Participant.

     As approved by the Board of Directors on December 14, 2005, the first
sentence of Section 7(a) 2 of the Directors' Deferred Compensation Plan shall be
amended to read as follows:

     If the Participant has elected the installment distribution option, the
     first installment will be paid on the later of (i) on or about the 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, the Participant
     terminates service as an Outside Director, and each subsequent installment
     will be paid on or about January 15 of each succeeding year during the
     installment period.