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                                                                    EXHIBIT 10.1

                                  UAW-DELPHI-GM
                           MEMORANDUM OF UNDERSTANDING
                              DELPHI RESTRUCTURING

INTRODUCTION

The International Union, UAW, Delphi Corporation and General Motors Corporation
("the Parties") have discussed the challenges impacting Delphi and its
UAW-represented operations. As GM's largest supplier and the employer of
thousands of UAW-represented employees, indirectly supporting tens of thousands
of dependents, retirees and surviving spouses, the Parties have a critical
interest in Delphi's successful emergence from bankruptcy with certain
UAW-represented operations. The Parties acknowledge that restructuring actions
are necessary and commit to take specific actions to protect the needs of the
Parties and their constituencies, continuing progress already made toward
transforming Delphi's labor cost structure and ongoing business operations.

The UAW has already agreed to an attrition program pursuant to which thousands
of employees at traditional Big Three wages and benefits took buy outs,
flowbacks to GM, or retired, and the UAW waived Delphi obligations to hire
thousands of new employees as a result of the departures caused by the attrition
program. The Parties have also agreed to the "Term Sheet - Delphi Pension Freeze
and Cessation of OPEB, and GM Consensual Triggering of Benefit Guarantee"
(attached as Attachment B, hereinafter the "Term Sheet"), facilitating the
freeze of Delphi's pension plan and the assumption of billions of dollars of
OPEB liabilities by GM, thereby dramatically reducing Delphi's ongoing benefit
costs and liabilities.

In addition to the above, to enable continued transformation to more competitive
wage and benefit levels, to address capacity, divestiture, work rules and
staffing level issues, and to better position Delphi to retain existing business
and attract new business, the Parties agree as follows on a two-party or
three-party basis, as applicable, (the "Agreement") subject to ratification by
the membership.

     A.   DURATION

          1.   This Agreement will continue until 11:59 p.m. on September 14,
               2011.

          2.   Delphi and the UAW agree that the UAW-Delphi Supplemental
               Agreement dated April 29, 2004 (the "Supplemental Agreement")
               shall continue in full force and effect, as modified herein, for
               its stated duration, i.e. until 11:59 p.m. on September 14, 2011.
               The 2003-2007


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               UAW-Delphi National Agreement, and including without limitation
               the supplemental agreements attached as exhibits thereto (the
               "National Agreement"), are hereby extended, as modified herein,
               until 11:59 p.m. on September 14, 2011.

          3.   Delphi and the UAW agree that the current Local Agreements are
               extended until 11:59 p.m. on September 14, 2011, except as may be
               mutually modified by the local parties pursuant to Section E
               below, and as modified by this Agreement as modified by this
               Agreement and summarized in the matrix of modified and eliminated
               provisions in Attachment E hereto.

          4.   The agreements comprising the UAW-Delphi collective bargaining
               agreements, national and local, following the date of this
               Agreement are set forth in Attachment E hereto.

     B.   SITE PLAN

          The UAW and Delphi agree that Article 2 of the Supplemental Agreement,
          Document 13 and Document 91 of the National Agreement shall remain in
          effect through September 14, 2011, and are waived to the extent
          necessary to implement the site plans outlined below and as described
          in detail in Attachment A ("Site Plans"). GM and Delphi agree to
          implement the site plans as outlined below and described in detail in
          Attachment A.

          1.   Sites to remain owned and operated by Delphi ("Keep Sites"):

                  Kokomo
                  Lockport
                  Rochester
                  Grand Rapids

          2.   Sites to be held for divestiture as ongoing businesses by Delphi
               ("Sell Sites"):

                  Saginaw Steering - Saginaw
                  Sandusky
                  Adrian
                  Cottondale

               The Parties agree that if divestiture of the Saginaw Steering -
               Saginaw, Sandusky and Adrian sites are not concluded (by December
               31, 2008, for Sandusky and Adrian, and by December 31, 2010 for
               Saginaw), GM will cause the operations and all active and
               inactive bargaining unit employees to be transferred to
               employment with a third


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               party so that Delphi will have no further operational or
               employment responsibility for the site(s). If the respective
               transfers will not be completed by the dates identified above,
               the Parties agree that prior to the required date, GM and the UAW
               will implement a solution such that Delphi will have no further
               responsibility for the operation of future production at the
               Saginaw, Sandusky and Adrian sites as identified above, nor will
               the bargaining unit employees remain as Delphi employees, but the
               terms and conditions of the current collective bargaining
               agreement will continue to apply to such employees.

          3.   Footprint Sites

               Flint East - Business operated by GM or provided by GM to a third
               party designated by GM will operate at a geographically proximate
               site, providing a total of approximately 1,000 jobs. No later
               than December 31, 2008, the Parties agree that GM will cause the
               active and inactive bargaining unit employees at Flint - East to
               transfer to employment with a third party. Delphi and the UAW
               will cooperate with the transfer. If the transfers of the active
               and inactive bargaining unit employees will not be completed by
               this date, the Parties agree that prior to December 31, 2008 GM
               and the UAW will implement a solution such that Delphi will have
               no further responsibility for the operation of future production
               at the Flint East site, nor will the bargaining unit employees
               remain as Delphi employees. If it remains necessary after
               December 31, 2008 for Delphi to complete the currently existing
               cluster programs through their OE expiration dates, Delphi would
               manage such programs using contracted need-to-run UAW labor from
               the third party or from other resources as specified by GM. From
               time to time, commencing on October 1, 2007, as Delphi's
               need-to-run ("NTR") headcount declines, GM will cause the active
               and inactive bargaining unit employees to transfer to employment
               with a third party. Delphi and the UAW will also cooperate with
               these transfers. If new work is not available for these
               employees, then GM and the UAW will implement a solution such
               that these bargaining unit employees will no longer remain as
               Delphi employees.

               Needmore Rd. - Business operated by GM or provided by GM to a
               third party will operate at a geographically proximate site
               designated by GM, providing a total of approximately 750 jobs. On
               the earlier of thirty (30) days following the end of OE
               production of current programs at Needmore Road (which is
               currently scheduled for June 30, 2008), or December 31, 2008, the
               Parties agree that GM will cause the active and inactive
               bargaining unit employees at Needmore Road to transfer to
               employment with a third party. Delphi and the UAW will cooperate
               with the transfer. If the transfer of all active and inactive
               bargaining unit employees will not be completed as described
               above, the Parties


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               agree that prior to the required date GM and the UAW will
               implement a solution such that Delphi will have no further
               responsibility for the operation of future production at the
               Needmore Rd. site, nor will the bargaining unit employees remain
               as Delphi employees.

               Saginaw Mfg. - Business provided by GM to a third party will
               operate at the current site or another geographically proximate
               site designated by GM, providing approximately 500 jobs. No later
               than December 31, 2008, the Parties agree that GM will cause the
               active and inactive bargaining unit employees at Saginaw
               Manufacturing to transfer to employment with a third party.
               Delphi and the UAW will cooperate with the transfer. If the
               transfer of all active and inactive bargaining unit employees to
               a third party is not completed by the date identified above, GM
               and the UAW will, prior to the required date, implement a
               solution such that Delphi will have no further responsibility for
               the operation of future production at the Saginaw Mfg. site, nor
               will the bargaining unit employees remain as Delphi employees.

          4.   Sites to be wound down or consolidated by Delphi in accordance
               with Delphi's restructuring plan and timing ("Wind Down Sites"):

                  Columbus
                  Milwaukee PWT (E&C)
                  Milwaukee E&S
                  Coopersville
                  Anderson
                  Wichita Falls
                  Fitzgerald
                  Olathe
                  Laurel
                  Athens

     C.   WORKFORCE TRANSITION

          1.   Current Employee Flowback

               Employees on roll prior to October 8, 2005 ("Flowback-Eligible
               Employees") without a valid flowback application on file will be
               afforded a final opportunity to make application for flowback by
               October 1, 2007.

               Eligible Delphi employees hired prior to October 18, 1999 will
               receive closed plant treatment for purposes of job offers at GM
               plants. Employees from those plants who apply will have their
               seniority co-mingled with the seniority of GM employees who are
               eligible for closed plant treatment for purposes of job offers to
               GM openings in accordance with Appendix A.4 and 5 of the 2003
               UAW-GM National


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               Agreement. A $67,000 relocation allowance will be paid to
               otherwise eligible employees from AHG - Anderson, PT -
               Coopersville, AHG - Wichita Falls, AHG - Fitzgerald, AHG -
               Columbus (except MFD - Mansfield), PT - Milwaukee, E&S -
               Milwaukee, and Steering - Athens (except Spring Hill assembly
               plant) who flow at the time the plant ceases operations to a
               General Motors Extended Area Hire plant. All other
               Flowback-eligible employees will be eligible for a relocation
               allowance in accordance with Paragraph (96a)(2)(a) of the 2003
               UAW-Delphi National Agreement.

               AHG-Columbus will be in the MFD-Mansfield plant Area Hire area
               and employees will be eligible for relocation allowance in
               accordance with Paragraph (96a)(2)(a) of the UAW-Delphi National
               Agreement.

               Delphi - Athens will be placed in the General Motors Spring Hill
               area hire for purposes of placement. Flowback opportunities to
               Spring Hill will be made available to 300 Traditional Delphi
               employees (defined in Section C.5.a below) or the number of
               Traditional employees remaining after the Delphi Special
               Attrition Program whichever is less. No relocation will be paid
               for the flowback. The flowback opportunities will begin at the
               earlier of:

               a)   March 1, 2009

               b)   When layoffs begin at Athens

               c)   Spring Hill needs people

               Upon transfer to Spring Hill from Athens, if no jobs are
               available, the employee will be placed on layoff and then will be
               under the SUB and Job Security terms of the GM-UAW National
               Agreement. No employee being transferred can take a job in the
               plant unless a job is available. If there are surplus people at
               Spring Hill, the parties agree to look for ways to reduce the
               surplus including, but not limited to:

               a)   A Special Attrition Program at Spring Hill

               b)   Placement at other GM plants such as Bowling Green

               As of the Effective Date of this Agreement (defined in Section
               K.1 below), Delphi employees who are otherwise eligible and who
               have an application on file will be eligible for flowback
               opportunities for the same length of time as the length of their
               seniority (time-for-time).

               GM employees are no longer eligible for flowback to Delphi.

          2.   UAW-Delphi Employees Hired After October 18, 1999 and Prior to
               October 8, 2005 - Agreement between the Parties to offer job


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               opportunities at GM

               a.   Employees will be offered the job opportunities at GM after
                    the Appendix A Placement Process and the UAW-GM-Delphi
                    Flowback Agreement have been exhausted.

               b.   Employees will be eligible for relocation allowance in
                    accordance with Appendix A VI and Paragraphs (96a)(1), (2),
                    (3), and (4) of the 2003 UAW-Delphi National Agreement.

               c.   Employees will acquire GM seniority on the date of hire at
                    the new location and will receive a new plant seniority date
                    that is the effective date of hire. The new plant seniority
                    date will also be the date used in the administration of
                    Appendix A, Memorandum of Understanding - Employee Placement
                    in the UAW-GM National Agreement.

               d.   Employees hired by GM will receive the same benefits
                    treatment as other employees who transfer to GM under the
                    UAW-GM-Delphi Flowback Agreement in accordance with the
                    UAW-GM-Delphi Memorandum of Understanding, Benefit Plan
                    Treatment dated September 30, 1999 as amended.

               e.   Initial vacation entitlement at GM will be the same as that
                    at Delphi as of the date immediately prior to the transfer.

               f.   Employees will receive a wage rate in the same progression
                    as they were in at Delphi and in accordance with Paragraph
                    (98) of the UAW-GM National Agreement.

               g.   These employees will be SEL protected at GM unless noted
                    otherwise.

          3.   Delphi to Delphi Transfers

               Delphi employees (excluding temporary employees) covered by the
               Supplemental Agreement ("Supplemental Employees") with seniority
               as of the Effective Date of this Agreement, will have rights to
               other Delphi plants outside their own Area Hire area prior to
               permanent new hires and will be eligible for relocation allowance
               in accordance with Paragraph (96a)(2)(a).

          4.   Temporary Employees

               It is mutually agreed between the parties that employees hired as
               temporary employees in UAW-Delphi plants will be converted to


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               permanent employees on the Effective Date of this Agreement. Such
               employees will receive credit for time worked as a temporary
               employee toward establishing a seniority date pursuant to
               Paragraph (57) of the UAW-Delphi National Agreement. Employees
               who worked for Delphi as of January 1, 1999 or later, or
               employees who accepted an option under the GM or Delphi Special
               Attrition Programs, are not eligible to be converted to permanent
               status. Employees hired July 2, 2007 and later will be hired as
               temporary employees under the provisions of Appendix A. X -
               Memorandum of Understanding Employee Placement-Section X-Vacation
               Replacements and Other Employees Hired for Temporary Work,
               subject to review of the National Parties.

          5.   Transformation Program Options

               Delphi and the UAW agree on the following Transformation Program
               options which will be offered at all Delphi sites. The Retirement
               Incentives and Buy Out are subject to the terms of Attachment C,
               and are generally described below.

               a.   Retirement Incentives - Traditional Employees

                    Retirement options will be provided for Delphi employees not
                    covered by the Supplemental Agreement to be effective no
                    later than September 1, 2007 as described in Attachment C
                    and summarized below:

                    1)   $35,000 for normal or early voluntary retirements

                    2)   50 & 10 Mutually Satisfactory Retirement (MSR)

                    3)   Pre-retirement program covering employees with at least
                         26 years of credited service but less than 30 years as
                         of September 1, 2007

                    4)   These retiring employees will be considered to have
                         flowed back to GM for purposes of retirement ("Check
                         the Box") and be treated consistent with the Check the
                         Box retirements under the UAW-GM-Delphi Special
                         Attrition Program.

                    5)   Participation conditioned on release of claims

               b.   Buy Out - Traditional Employees

                    1)   The amount of the Buy Out Payments shall be as follows,
                         subject to release of claims:


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                         i.   Traditional Employees with 10 or more years of
                              seniority or credited service, whichever is
                              greater, will be eligible for a Buy Out payment of
                              $140,000

                         ii.  Traditional Employees with less than 10 years of
                              seniority will be eligible for a Buy Out payment
                              of $70,000

                    2)   Buy Outs will be effective when the employee's services
                         are no longer required, but in any event no later than
                         September 15, 2007. Employees will sever all ties with
                         GM and Delphi except for any vested pension benefits
                         (as such no pension supplements are payable).

                    3)   As necessary, employees who have accepted a Buy Out may
                         be rehired as temporary employees to satisfy any
                         operating needs. Any employee rehired as a temporary
                         employee will not be eligible for any coverage or
                         benefits under the Term Sheet. Further, any employee
                         rehired as a temporary employee shall receive the
                         starting wage rate applicable for a new temporary
                         employee. Such temporary employees will not be eligible
                         for any future attrition or Severance Payments.

               c.   Buy Down - Traditional Employees

                    1)   Effective October 1, 2007 all Traditional Employees,
                         both production and skilled trades, other than
                         pre-retirement program participants, will become
                         Supplemental Employees and will be covered by all
                         provisions of the Supplemental Agreement.

                    2)   Buy Down payments will be made to Traditional
                         production employees as described below and will not
                         exceed $105,000.

                         a)   Traditional production employees on active status
                              (including Protected Status, but excluding
                              pre-retirement program participants), and
                              Traditional production employees on temporary
                              layoff as of October 1, 2007 will be eligible for
                              the Buy Down payments.

                         b)   The $105,000 Buy Down payment will be paid out in
                              three (3) equal installments of $35,000, less
                              applicable withholding, in the first pay ending
                              after October 1, 2007, October 1, 2008, and
                              October 1, 2009 provided the employee is on active
                              status, receiving holiday pay, paid vacation, jury
                              duty, military leave, or temporary layoff status
                              on each of those three (3) dates. The October 1,
                              2008 and October 1, 2009 payments will be prorated
                              based on the


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                              number of pay periods worked and the rate of
                              compensation in the preceding 52-week period.
                              Treatment of employees on disability or Workers'
                              Compensation leave is in accordance with (d) and
                              (e), below.

                         c)   Traditional production employees who are on a
                              leave of absence other than Sickness and Accident
                              (S&A), Extended Disability (EDB), and Workers
                              Compensation on October 1, 2007 will be eligible
                              for the first $35,000 payment, less applicable
                              withholding, at the time they return to work if
                              they return to work prior to October 1, 2008. The
                              two (2) subsequent payments will be pro-rated
                              based on the number of pay periods worked during
                              the year immediately prior to the October 1st
                              date. Additionally, the two (2) subsequent
                              payments also will be adjusted by time spent on
                              disability during the year immediately prior to
                              the October 1st date, as described in (e), below.

                         d)   Sickness & Accident (S&A) benefits, Extended
                              Disability Benefits (EDB), health care, life
                              insurance and other applicable benefits will be
                              reduced on October 1, 2007 to Supplemental
                              Agreement levels for Traditional Employees who are
                              on disability or Workers' Compensation leave on
                              October 1, 2007. Traditional production employees
                              will be eligible to receive a $35,000 Buy Down
                              payment on October 1, 2007.

                         e)   Traditional production employees who are eligible
                              for Buy Down payments and who are on or commence a
                              disability or Worker's Compensation leave on or
                              after October 1, 2007, will be eligible for the
                              2nd and 3rd Buy Down payments pro-rated for the
                              time they spent on disability or Worker's
                              Compensation leave during the year immediately
                              preceding the date of each subsequent Buy Down
                              payment. The pro-rated amount that will be
                              included in the Buy Down payment for the period
                              spent on disability or Workers' Compensation leave
                              will have the same percentage relationship to the
                              full Buy Down amount as the employee's applicable
                              Sickness & Accident or Extended Disability Benefit
                              schedule of benefits has to their base hourly rate
                              for the applicable periods of leave.

                         f)   Traditional Production employees on active status
                              (including Protected Status, but excluding
                              pre-retirement program participants), and
                              Traditional production employees on temporary
                              layoff as of October 1, 2007 who do not elect an


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                              option as described in Attachment C will become
                              Supplemental Employees and will be covered by all
                              provisions of the Supplemental Agreement as
                              described in Paragraph C.5.c. 1-2 e of this Buy
                              Down section. Employees must sign a Conditions of
                              Participation Release Form in order to receive the
                              $35,000 lump sum payment.

                         g)   Traditional production employees who are in a
                              plant that is wound down on October 1, 2007 who do
                              not elect an option under the Special Attrition
                              Program - Transformation (Attachment C), will
                              become Supplemental employees and will be covered
                              by all provisions of the Supplemental Agreement as
                              described in Paragraph C.5.c.1-2 e of this Buy
                              Down section and will be placed on layoff
                              effective October 1, 2007. The employees will
                              receive the October 1, 2007 $35,000 lump sum
                              payment, less applicable withholding, if they sign
                              the Conditions of Participation Release Form.
                              These laid off employees will not be eligible for
                              any future Buy Down payments, but can collect SUB,
                              if otherwise eligible.

                         h)   Traditional skilled trades employees who are on
                              roll October 1, 2007 and receiving compensation
                              will be eligible for a one time buy down payment
                              of $10,000, less applicable withholding, in the
                              first pay ending after October 1, 2007.
                              Traditional skilled trades employees will have the
                              COLA in effect as of the Effective Date of this
                              Agreement frozen at that level through October 1,
                              2007. Any Traditional skilled trades employees who
                              are Bought Down and remain on roll will have such
                              frozen COLA folded into their base rate effective
                              October 1, 2007, and will thereafter be covered by
                              the skilled trades wage and benefit provisions of
                              the Supplemental Agreement.

                         i)   Employees must sign a Conditions of Participation
                              Release Form in order to receive the lump sum
                              payments.

                         j)   No further Buy Down payments will be payable to
                              any employee who flows back to GM or severs their
                              employment with Delphi.

                    3)   In determining the wages and benefits for Traditional
                         Employees who Buy Down to Supplemental Employee status,
                         such employees will be given credit for time spent as a
                         Delphi Traditional Employee at traditional wages and
                         benefits (i.e., will


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                         not be treated as new hires for purposes of applying
                         Supplemental Agreement wage and benefit schedules).

                    4)   Traditional Employees electing a Buy Down will retain
                         eligibility for OPEB and pension benefit treatment
                         under the Term Sheet without regard to such election.

          6.   Severance Payments

               Delphi and the UAW agree that any Supplemental or Temporary
               Employees on the active employment rolls as of the Effective Date
               of this Agreement at any "Keep," "Sell," "Footprint," or "Wind
               Down" sites (excluding employees who previously received a Buy
               Out payment from Delphi and were rehired as temporary employees),
               who are permanently laid off prior to September 14, 2011, shall
               be eligible for a lump sum severance payment equal to $1,500 for
               each month of his/her combined service with Delphi and, in the
               case of sold facilities, the new owner. The maximum amount of
               severance pay is $40,000, less applicable withholdings. Employees
               must sign a Conditions of Participation Release Form in order to
               receive the Severance Payment. The Parties agree that employees
               who are separated will sever all ties with GM and Delphi except
               for any vested pension benefits (as such no pension supplements
               are payable), if any.

               Employees who are on roll on the Effective Date of this Agreement
               who are also eligible for Supplemental Employee Benefits (SUB)
               will have their choice of SUB or the Severance Payment specified
               above but will not be entitled to both.

               Employees hired after the Effective Date of this Agreement who
               have 3 or more years of seniority at the time their services are
               no longer required but prior to September 14, 2011 may elect a
               $40,000 severance payment or SUB as specified in the Supplemental
               Agreement.

               Permanent employees covered by the Supplemental Agreement placed
               on indefinite layoff from the AHG- Fitzgerald plant after May 1,
               2007 and prior to the Effective Date of this Agreement will be
               eligible for the severance payment provided they sign the
               required Conditions of Participation Release form.

          7.   Any problems with the implementation of this Transformation
               section will be discussed by the National Parties in order to
               agree on an equitable solution.


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D. MODIFICATIONS TO THE 2004 SUPPLEMENTAL AGREEMENT

     The UAW and Delphi agree to the following Supplemental Agreement
     modifications:

     1.   Wages

          The UAW and Delphi agree that wages for Supplemental Employees, and
          for Traditional Employees who Buy Down will continue to be determined
          in accordance with the Supplemental Agreement except as modified
          below:

          a.   Wage Progression. For production employees hired prior to the
               Effective Date of this Agreement, the 3% wage progression
               increases will be discontinued subject to the following:

               (i)  Employees in groups A, B, or C (as defined in the
                    Supplemental Agreement) hired before the Effective Date
                    whose base hourly wage rate , as of the Effective Date,
                    exceeds the respective group's 2007 Floor Rate as described
                    below, will receive his/her next scheduled wage progression
                    increase, as defined in the 2004 Supplemental Agreement,
                    following the Effective Date, and will thereafter receive
                    wage increases only as described in Section D.1.d below. In
                    the event such final wage progression increase occurs on or
                    after December 31, 2007, it shall be adjusted upward to
                    reflect the impact of any Wage Formula increase effective on
                    that date, as described in Section D.1.d below.

               (ii) Employees in groups A, B, or C hired before the Effective
                    Date whose base hourly wage rate , as of the Effective Date,
                    is at or below the respective group's 2007 Floor Rate as
                    described below will continue to receive scheduled wage
                    progression increases as defined in the 2004 Supplemental
                    Agreement, if any, required to bring such employee up to the
                    respective group's 2007 Floor Rate. Any employee who has not
                    reached his/her respective Floor Rate through scheduled wage
                    progression increases will be automatically moved to the
                    Floor Rate effective December 31, 2007, and will thereafter
                    receive wage increases only as described in D.1.d below. Any
                    wage increases described in D.1.d. below will be applied to
                    an employee's base wage rate following application of any
                    automatic increase up to his/her respective group's Floor
                    Rate. (The examples provided in Attachment F are provided
                    for reference in the administration of this provision).


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<TABLE>
<CAPTION>
Supplemental      2007
 Wage Group    Floor Rate*
------------   -----------
<S>            <C>
      A          $16.23
      B          $15.30
      C          $14.50
</TABLE>

*    The Floor Rate will be adjusted at the beginning of each year as described
     in Section D.1.d below.

               (iii) An employee in Group D ("Screw Machine Operator" and "Screw
                    Machine Operator - Trainee") hired before the Effective Date
                    whose base hourly rate , as of the Effective Date of this
                    Agreement, is at or below his/her first progression step
                    (i.e. $18.50) shall have his/her base rate increased to this
                    first progression step on such date, and increased further
                    to the second (and final) progression step of $19.50,
                    effective December 31, 2007. The final progression step of
                    $19.50 shall be the initial Floor Rate for Group D
                    employees. Thereafter, such employees will receive wage
                    increases only as described in Section D.1.d below, and
                    consistent with the methodology as described in D.1.a.(i)
                    and (ii) above.

               (iv) Traditional Employees taking the Buy-Down to Supplemental
                    Employee status will be given credit in the wage progression
                    schedule for time as a Traditional Employee up to the
                    current wage maximum in each respective Supplemental
                    Agreement wage group and will thereafter be treated as
                    described in Section D.1.a.(i) above.

          b.   Production Employee New Hire Rates

               For all production employees hired after the Effective Date of
               this Agreement, new hire rates shall be established at the
               greater of (a) $14.00 per hour, or (b) 90% of the prevailing
               Floor Rate for the respective classification. As a temporary
               exception, employees newly hired into classifications belonging
               to Wage Group A between the Effective Date of this Agreement and
               December 31, 2007, will start at an initial hire rate of $14.42
               per hour. The wage rate of employees hired under this temporary
               exception will be adjusted to $14.61 effective December 31, 2007,
               and thereafter proceed under the normal progression schedule as
               described below based on his/her hire date. Employees hired at
               the 90% level will receive four wage progression increases, one
               every 26 weeks in an amount equal to 2.5% of the then-prevailing
               Floor Rate, until reaching the Floor Rate for the relevant
               classification


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               over the course of 104 weeks. Employees hired at the $14.00 rate
               will receive four wage progression increases, one every 26 weeks,
               in the amount necessary to achieve the then-prevailing Floor Rate
               over the course of 104 weeks in four proportional increases.
               These proportional increases shall be equal to the difference
               between the then-prevailing Floor Rate for the classification and
               the employee's then-current rate multiplied by 25% for the first
               progression increase; 33% for the second; 50% for the third; and
               100% for the fourth and final progression increase. All new hires
               will also receive the wage increases described in Section D.1.d
               below.

          c.   COLA

               As of the Effective Date of this Agreement, Skilled Trades
               employees covered by the Supplemental Agreement will have all
               accrued COLA folded into their base rates. Thereafter, future
               COLA adjustments shall be eliminated and replaced by Wage Formula
               increases as described in Section D.1.d below. With respect to
               the January, 2008 Wage Formula increase, the applicable
               percentage adjustment shall be applied to each employee's base
               wage rate, including any applicable COLA folded in as of the
               Effective Date. Supplemental Production Employees hired prior to
               the Effective Date, and on active status as of August 1, 2007,
               will be eligible to receive a one-time COLA make-up adjustment
               payment in the amount of $350 payable during the week of August
               6, 2007.

          d.   Wage Formula Increases

               Effective with the Monday of the week that includes the first
               scheduled workday of 2008 (12/31/2007), 2009 (1/5/2009), 2010
               1/4/2010 and 2011 (1/3/2011), the hourly wage rate for each
               production and Skilled Trades employee will be increased by a
               percentage equal to the greater of (a) the annual percentage
               increase in average hourly earnings, excluding overtime, of
               employees in the Manufacturing sector (BLS Series CEU3000000033)
               or (b) the annual percentage increase in the All Items, Less
               Medical, CPI-W Index (1982-84=100), both as calculated for the 12
               month period ending with the month of August prior to the
               respective increase date. In the event a calculated increase
               exceeds 3.75%, wages will be increased by 3.75% and the parties
               will determine a mutually acceptable disposition of the excess,
               guided by the twin goals of enhancing UAW members' job and income
               security and the company's competitiveness. In the event the wage
               formula generates a negative result, wages will not be reduced.
               Instead, the negative result, up to a negative 3.75%,


                                  Page 14 of 46

<PAGE>

               would be used as a direct offset to the next subsequent formula
               increase (and subsequent increases after that, if necessary,
               until fully offset). For example, if the formula produced a
               negative result of 1.34% in one year followed by a 2.45% increase
               in the next year, the adjusted increase in the second year would
               be a net 1.11%. The engineering method of rounding will be
               adopted for all Wage Formula calculations: to three decimal
               places for the Manufacturing sector average hourly earnings
               component; to four decimal places for the annual inflation
               component; to four decimal places for year-to-year percentage
               changes for each of these components; and to two decimal places
               for new base hourly wage rates following application of a four
               decimal Wage Formula increase.

          e.   Wage Formula Basis

               In the event that either of the BLS Series data as referenced
               above is eliminated, the parties will adopt a mutually agreeable
               successor or replacement series for use in future calculations.
               When calculating a Wage Formula result for a current year, BLS
               data from the preceding year's calculation will become the basis
               for the current year formula and will not be changed to reflect
               subsequent revisions in the published data, nor will a Wage
               Formula adjustment for a prior year be changed as a result of
               subsequent revisions in the underlying data.

     2.   Individual Retirement Plan and Personal Savings Plan

          Covered Employees under the Term Sheet (Attachment B) are not eligible
          to participate in the Individual Retirement Plan provisions of the
          Delphi pension plan or receive a company match to the Personal Savings
          Plan for the period of time they are eligible to accrue credited
          service in the GM pension plan in accordance with the Term Sheet.

     3.   Post Retirement Health Care Account

          Covered Employees who can attain eligibility to receive GM OPEB under
          the Term Sheet (Attachment B) are not eligible to receive credits in
          the Retiree Medical Account.

E.   LOCAL NEGOTIATIONS

     The UAW and Delphi agree that local negotiations regarding work rules and
     other local agreement issues will be conducted on an expedited basis
     immediately upon ratification of this Agreement, with the support and
     assistance of the National Parties, at all "Keep", "Sell" and "Footprint"
     sites (see Section B and Attachment A, D). At facilities to be
     sold/transferred, such local negotiations will involve the new owner.


                                  Page 15 of 46

<PAGE>

F.   PENSION AND OPEB / BENEFIT GUARANTEE

     1.   The Parties have agreed to a Term Sheet with respect to the freezing
          of Delphi's pension plan, the cessation of Other Post Employment
          Benefits (OPEB) for Delphi employees and retirees and the consensual
          triggering of the GM-UAW Benefit Guarantee. That agreement, the Term
          Sheet, is attached as Attachment B, and is incorporated by reference
          herein.

     2.

          a. GM and the UAW agree that the period of time on or before which
          GM's obligations under sections b., c., d., and e. of the Benefit
          Guarantee Agreement between GM and the UAW, dated September 30, 1999
          ("Benefit Guarantee"), may be triggered shall be extended to December
          31, 2007 (and to March 31, 2008 if Delphi has commenced solicitation
          of acceptances of its chapter 11 plan of reorganization prior to
          December 31, 2007 but the plan has not been confirmed and
          substantially consummated or such later date as Delphi and GM shall
          agree to extend the Indemnification Agreement expiration in Section
          F.2.c)), provided, however that notwithstanding the foregoing or any
          other provision of this Agreement, this extension shall be without
          prejudice to any rights, defenses or claims of any Party with respect
          to the Benefit Guarantee.

          b. Notwithstanding anything to the contrary in the Benefit Guarantee,
          this Agreement, or the Benefit Guarantee Term Sheet (Attachment B), GM
          and the UAW hereby agree that if, at any time prior to the Effective
          Date, as defined in Attachment B (including the event that such
          Effective Date never occurs):

          1)   Delphi or its successor company(ies) terminates its pension plan
               covering the Covered Employees or ceases to provide on-going
               credited service for the Covered Employees working at Delphi or
               its successor company(ies), as applicable, section b. of the
               Benefit Guarantee will be triggered for such Covered Employees to
               whom such cessation or termination applies; or

          2)   Delphi fails or refuses to provide post-retirement medical
               benefits to Covered Employees retired from Delphi with
               eligibility for such benefits prior to September 1, 2007, or
               Delphi reduces the level of post-retirement medical benefits for
               such Covered Employees below the level of benefits which GM is
               providing to its UAW-represented retirees, section c. of the
               Benefit Guarantee will be triggered for all such Covered
               Employees to whom such failure,


                                  Page 16 of 46

<PAGE>

               refusal or reduction applies, except for any Covered Employee who
               is a "check the box" retiree.

               Any such triggering in this Section F.2.b. will be subject to all
               other terms and conditions of the Benefit Guarantee. All terms of
               this Section F.2.b (even any that have already become effective)
               will be superseded in their entirety by Attachment B if and when
               Attachment B becomes effective. Notwithstanding the foregoing or
               any other provision of this Agreement, any triggering of the
               Benefit Guarantee hereunder as between GM and the UAW shall be
               without prejudice to the rights, defenses or claims of any Party
               with respect to the Benefit Guarantee (including, without
               limitation, Delphi, which the UAW and GM acknowledge has neither
               agreed nor consented to the triggering of the Benefit Guarantee
               pursuant to this Agreement or otherwise), except as to GM
               regarding its agreement to trigger as specifically provided for
               in this section F.2.b.

          c. Delphi and GM agree that the eighth anniversary date reference in
          paragraph L of the Agreement between Delphi and GM, with respect to
          the Benefit Guarantee, dated as of December 22, 1999 (the
          "Indemnification Agreement"), i.e. October 18, 2007, shall be extended
          to December 31, 2007 (and to March 31, 2008 if Delphi has commenced
          solicitation of acceptances of its chapter 11 plan of reorganization
          prior to December 31, 2007 but the plan has not been confirmed and
          substantially consummated or such later date as Delphi and GM shall
          mutually agree); provided, however that notwithstanding the foregoing
          or any other provision of this Agreement, this extension shall be
          subject to a full reservation of rights to challenge on any grounds
          the validity or enforceability of the Indemnity Agreement or any claim
          GM has made or may make in connection with the Indemnity Agreement,
          and GM expressly agrees and acknowledges that nothing herein shall be
          deemed to be, or shall be evidence of, any waiver of any defense
          Delphi has concerning the Indemnity Agreement or any claim there under
          or otherwise including defenses arising out or related to the
          triggering of the Benefit Guarantee under this Agreement without
          Delphi's approval or consent as an indemnitor under the Indemnity
          Agreement.

     3.   Notwithstanding anything to the contrary in this Agreement or any
          other agreement between (a) the UAW and GM or (b) the UAW and Delphi,
          in the event that the Benefit Guarantee expires as described in
          Section F-2, and the Effective Date (as defined in the Benefit
          Guarantee Term Sheet (Attachment B)) has not occurred, and Delphi has
          unilaterally modified, terminated or in any way reduced or diminished
          any of the benefits covered by the Benefit Guarantee, the


                                  Page 17 of 46

<PAGE>

          UAW shall be immediately released from any obligations to refrain from
          striking and shall be allowed to call a strike against Delphi and/or
          GM on two days written notice. This limited right to strike will
          terminate on the Effective Date of Attachment B or as provided in a
          substitute agreement between the UAW, Delphi and GM.

G.   INTENTIONALLY OMITTED

H.   OTHER NATIONAL AND LOCAL AGREEMENT MODIFICATIONS

     1.   Hiring requirements

          The UAW and Delphi agree that all existing and future hiring
          obligations and all such provisions contained in the Existing
          Agreements as defined below in Section 7 are eliminated.

     2.   Transfer of Pension Assets and Liabilities - (414)(l)

          A transfer of pension assets and liabilities will occur as provided in
          the Term Sheet pursuant to Internal Revenue Code Section (414)(l).

     3.   Existing CHR/Legal Services

          The Parties agree as follows:

          a.   As of October 1, 2007, all Delphi funding and participation in
               the Legal Services Plan (Attachment I to the 2003 UAW-Delphi
               National Agreement) and all programs associated with the UAW-GM
               Center for Human Resources (CHR) will be terminated. Discussions
               about any joint programs to be continued, and the method for
               their administration at the local level in the absence of the
               CHR, will be a matter of Local Negotiations.

          b.   CHR joint training fund accruals will be addressed as specified
               in Section J, below.

          c.   The CHR/Joint Training Funds New Allocation Agreement dated April
               2, 2001 is terminated as of the Effective Date of this Agreement.

          d.   Existing Legal Services fund (cash and accruals) will be reserved
               for the exclusive use of eligible participants or to pay
               administrative expenses incurred by the Plan until depleted. Any
               excess (cash and accruals) will be addressed as specified in
               Section J below.


                                  Page 18 of 46

<PAGE>

     4.   Holiday Schedule

          Delphi and the UAW agree to adopt the same specified holidays as
          agreed to by General Motors and the UAW through September 14, 2011
          (not including any paid Independence Week days except for the
          specified Independence Day holiday itself).

     5.   Workers' Compensation Letter

          The Workers' Compensation letter agreement attached to the 2003 Delphi
          HRP will be subject to the same modifications that may be made to the
          Workers' Compensation letter agreement in the 2003 UAW - GM National
          Agreement as a result of 2007 National Negotiations between GM and the
          UAW.

     6.   Temporary Employees

          The UAW and Delphi agree that temporary employees may be used to
          satisfy need-to-run requirements in plants that are considered "Wind
          Downs", "Sell" and "Footprint". Temporary employees may be used in
          "Keep" sites to bridge any difficulties arising from the
          implementation of the attrition portion of this Agreement (Attachment
          C). The use of temporary employees at any site for any reason is
          subject to the approval of the UAW-Delphi National Parties.

     7.   Existing Agreements

          The UAW and Delphi agree that the Supplemental Agreement, the
          UAW-Delphi National Agreement dated September 18, 2003 and
          supplemental agreements attached as Exhibits thereto and UAW-Delphi
          Local Agreements (collectively the "Existing Agreements") are modified
          or eliminated to conform to the provisions of this Agreement, as
          listed in Attachment E.

     8.   Document 13

          The UAW and Delphi agree that the Document 13 commitment in Article 2
          of the Supplemental Agreement and Document 13 of the National
          Agreement shall remain in effect through and expire on September 14,
          2011, and that both are waived to the extent necessary to implement
          the site plans outlined in Section B. and as described in detail in
          Attachment A ("Site Plans").

     9.   Appendix L

          The UAW and Delphi agree that the terms of the existing Appendix L
          provisions of the 2003 UAW/Delphi National Agreement will be


                                  Page 19 of 46

<PAGE>

          applicable with the understanding that upon the conclusion of these
          negotiations, the UAW-Delphi Joint National Sourcing Committee will
          identify the proper variable wage and benefit cost elements to be
          utilized in the Net Present Value Costing Methodology.

     10.  GIS

          The UAW and Delphi agree that the Guaranteed Income Stream (GIS)
          Program (Exhibit E to the 2003 UAW-Delphi National Agreement) will be
          eliminated.

     11.  AOL

          The UAW and Delphi agree that the Corporation-paid subsidy for AOL
          will be discontinued.

I.   EQUIVALENCE OF SACRIFICE

     Delphi reaffirms its commitment to the principle of "equivalence of
     sacrifice" when establishing compensation and benefit levels for salaried
     employees and management, to ensure that sacrifices by UAW-represented
     employees are reflected in the pay and benefit practices of all
     non-represented employees.

     Information provided by Delphi related to this matter will be in accordance
     with the requirements of the Supplemental Agreement.

J.   SETTLEMENT OF ALL EMPLOYEE, RETIREE, AND UNION ASSERTED AND UNASSERTED
     CLAIMS

     The Parties agree to the following in partial consideration for the UAW
     entering into this Agreement and in consideration for the releases to be
     provided pursuant to Section K.

     1.   Individual settlements pursuant to Transformation Program terms and
          conditions.

     2.   The UAW has asserted a claim against Delphi in the amount of $450
          million as a result of the modifications encompassed by this Agreement
          and various other UAW agreements during the course of Delphi's
          bankruptcy. Although Delphi has not acknowledged this claim, GM has
          agreed to settle this claim by making a payment in the amount of $450
          million, which the UAW has directed to be paid directly to the DC VEBA
          established pursuant to the settlement agreement approved by


                                  Page 21 of 46

<PAGE>

          the court in the case of Int'l Union, UAW, et. al. v. General Motors
          Corp., Civil Action No. 05-73991.

     3.   Delphi is current in its payment of Delphi-related CHR expenses and
          Legal Services through year end 2006 and to date in 2007. In addition,
          on October 1, 2007, the UAW will receive payment for an allowed claim
          against Delphi in the amount of $140 million consisting of CHR
          existing accruals of $134 million and UAW-Delphi Legal Services Plan
          accruals of $6 million (adjusted by the difference between accruals
          and expenditures until the effective date of the plan of
          reorganization) in complete settlement of the UAW and the UAW-GM
          Center for Human Resources claims asserted as to CHR Joint Funds and
          the UAW-Delphi Legal Services Plan accruals and expenses. The amount
          of $30 million will be directed to the UAW-GM Center for Human
          Resources and the balance will be paid directly to the DC VEBA
          established pursuant to the settlement agreement approved by the court
          in the case of Int'l Union, UAW, et. al. v. General Motors Corp.,
          Civil Action No. 05-73991.

     4.   Excludes waiver of rights to vested pension benefits, workers
          compensation benefits, unemployment compensation benefits and
          pursuance of pending ordinary course grievances of employees remaining
          in the workforce.

     5.   All other consideration and concessions provided by GM and Delphi
          under the terms of this Agreement and all attachments to this
          Agreement.

     The Parties also acknowledge that (i) the consideration provided by GM
     pursuant to this Agreement and all attachments to this Agreement
     constitutes a substantial contribution to Delphi's plan of reorganization,
     (ii) this contribution is necessary to the success of Delphi's plan of
     reorganization, and (iii) GM would not have made this contribution without
     obtaining the waivers and releases provided for herein. The Parties further
     acknowledge that nothing in the preceding sentence shall give rise to or
     entitle GM to seek or be allowed any claim against or consideration from
     any entity, including Delphi, other than as specifically approved by the
     Bankruptcy Court as agreed to by Delphi and GM in a comprehensive
     settlement agreement resolving the financial, commercial, and other matters
     between them.

K.   EFFECTIVE DATES AND BANKRUPTCY PROCEEDINGS

     1.   Subject to its terms and conditions, this Agreement is a final,
          binding and conclusive commitment and agreement that will be effective
          on the later of entry of an Order by the U.S. Bankruptcy Court
          approving this Agreement that is satisfactory to the UAW, GM and
          Delphi (the


                                  Page 21 of 46

<PAGE>

          "Approval Order"), or the first Monday following receipt by Delphi of
          written notice of ratification from the UAW (the "Effective Date").
          The ratification process will commence as soon as practical following
          the date of this Agreement. In connection with Delphi's prosecution of
          a motion to obtain entry of the Approval Order in the Bankruptcy
          Court, (a) Delphi shall use its best efforts to file a motion for
          approval of this Agreement in form and substance reasonably acceptable
          to the Parties to be heard not later than the first monthly omnibus
          hearing at which the motion can be considered under the case
          management orders entered in the Bankruptcy Court, (b) Delphi shall
          provide, to the extent reasonably practicable, both the UAW and GM
          with copies of, and a reasonable opportunity to comment on, all
          motions, applications, proposed orders, pleadings and supporting
          papers prepared by Delphi for filing with the bankruptcy court
          relating to court approval of this Agreement, and (c) the Parties
          shall support the approval of this Agreement in the Bankruptcy Court
          without condition, qualification or exception.

     2.   The parties acknowledge that the following provisions of this
          Agreement will not become effective until all of the following events
          have occurred and as of the date when the last of such events shall
          have occurred: (a) execution by Delphi and GM of a comprehensive
          settlement agreement resolving the financial, commercial, and other
          matters between them and (b) the substantial consummation of a plan of
          reorganization proposed by Delphi in its chapter 11 cases and
          confirmed by the Bankruptcy Court which incorporates, approves and is
          consistent with all of the terms of this Agreement and the
          comprehensive settlement agreement between Delphi and GM:

          a.   The Benefit Guarantee Term Sheet (Attachment B)

          b.   Delphi pension freeze (Section F and Attachment B)

          c.   Cessation of Delphi OPEB (Section F and Attachment B)

          d.   414(l) transfer (Section H.2 and Attachment B)

          e.   Section J.2.

     3.   The Parties agree that the order of the Bankruptcy Court approving
          this Agreement shall provide that any plan of reorganization
          consistent with this Agreement and any confirmation order entered into
          with respect to such plan shall include the following provisions:

          a)   On the effective date of such plan of reorganization, the UAW,
               all employees and former employees of Delphi represented or
               formerly represented by the UAW, and all persons or entities with
               claims derived from or related to any relationship with such
               employees or former employees of Delphi, waive and release and be
               deemed to have waived and released any and all claims of any


                                  Page 22 of 46

<PAGE>

               nature, whether liquidated, unliquidated, contingent,
               non-contingent, asserted or unasserted, existing and/or arising
               in the future against Delphi, its subsidiaries or affiliates, the
               Delphi HRP, the Delphi Health Care Program for Hourly Employees
               and the Delphi Life and Disability Benefits Program for Hourly
               Employees, GM, its subsidiaries or affiliates, the GM HRP, the GM
               Health Care Program for Hourly Employees and the GM Life and
               Disability Benefits Program for Hourly Employees, and the
               officers, directors, employees, fiduciaries, and agents of each,
               arising directly or indirectly from or in any way related to any
               obligations under the collective bargaining agreements between
               Delphi and the UAW and between GM and the UAW related to such
               employees and the UAW-GM-Delphi Memorandum of Understanding
               Benefit Plan Treatment related to such employees (provided,
               however, that claims for benefits provided for or explicitly not
               waived under the provisions of this Agreement are not waived).

          b)   A plan exculpation and release provision (which provision shall
               be at least as comprehensive as the plan exculpation and release
               provision under the plan of reorganization for the debtor) for
               the UAW released parties (which shall include the UAW and each of
               their current or former members, officers, committee members,
               employees, advisors, attorneys, accountants, investment bankers,
               consultants, agents and other representatives) with respect to
               any liability such person or entity may have in connection with
               or related to the Delphi bankruptcy cases, the formulation,
               preparation, negotiation, dissemination, implementation,
               administration, confirmation or consummation of any of the plan
               of reorganization, the disclosure statement concerning the plan
               of reorganization, this Agreement or the Agreements on Attachment
               E hereto or any contract, employee benefit plan, instrument,
               release or other agreement or document created, modified, amended
               or entered into in connection with either the plan of
               reorganization or any agreement between the UAW or Delphi, or any
               other act taken or omitted to be taken consistent with this
               Agreement in connection with the Delphi bankruptcy.

          c)   This Agreement and the agreements referenced in Attachment E
               shall be assumed under 11 U.S.C. Section 365.

     4.   The Parties agree that they will cause the UAW-GM Center for Human
          Resources to enter into a consent order in the Bankruptcy Court
          agreeing to the treatment of the CHR claim provided for in Section J
          of this Agreement.


                                  Page 23 of 46

<PAGE>

     5.   Nothing contained herein shall constitute an assumption of any
          agreement described herein, including, without limitation any
          collective bargaining agreement between the UAW and Delphi (except as
          provided for in Section K.3) or any commercial agreement between GM
          and Delphi, nor shall anything herein be deemed to create an
          administrative or priority claim with respect to GM or convert a
          prepetition claim into a postpetition claim or an administrative
          expense with respect to any party. The Parties further agree (and the
          Bankruptcy Court order shall also provide) that this Agreement is
          without prejudice to any interested party (including the parties to
          this Agreement and the statutory committees) in all other aspects of
          Delphi's Chapter 11 cases and that each Party to this Agreement
          reserves all rights not expressly waived herein.

     6.   Unless this Agreement is consummated following all required approvals,
          nothing herein shall bind any of the Parties nor shall the Agreement
          be admissible in any judicial or other proceeding on behalf of or
          against any Party.


                                  Page 24 of 46
<PAGE>

The parties, by their duly authorized officers and representatives, agree
accordingly this 22nd day of June 2007.

<TABLE>
<S>                        <C>                  <C>
International Union, UAW   Delphi Corporation   General Motors Corporation

________________________   __________________   __________________________

________________________   __________________   __________________________

________________________   __________________   __________________________

________________________   __________________   __________________________

________________________   __________________   __________________________

________________________   __________________   __________________________

________________________   __________________   __________________________

________________________   __________________   __________________________

________________________   __________________   __________________________

________________________   __________________   __________________________

________________________   __________________   __________________________

________________________   __________________   __________________________

________________________   __________________   __________________________

________________________   __________________   __________________________

________________________   __________________   __________________________

________________________   __________________   __________________________

________________________   __________________   __________________________

________________________   __________________   __________________________

________________________   __________________   __________________________
</TABLE>


                                  Page 25 of 46

<PAGE>

ATTACHMENT A

                                   SITE PLANS

OVERVIEW

     -    The following site documents describe GM's and Delphi's product
          program commitments to the sites (Keep, Sell and Footprint). At the
          Sell Sites, the Parties understand that the new owners' involvement
          and perspective will be needed as part of the process.

     -    General Motors will suspend all Sourcing on current products and new
          products (identified in Attachment A-1) at the Keep, Sell and
          Footprint Sites (after their transformation) for the life cycles of
          the identified engine programs, vehicle programs, warehousing,
          unitizing, trucking-related and component manufacturing.

     -    Program name changes will not alter the commitments made for the Keep
          Sell and Footprint Sites in this document. In the event a product
          program identified in Attachment A-1 is cancelled, discussions will be
          held between General Motors, Delphi and the UAW to find alternative
          solutions.

     -    Grand Rapids, Kokomo, Rochester and Lockport (the "Keep" Sites) will
          retain all current parts, including their current respective
          percentage of the total volume, through the life cycles of the
          identified engine and vehicle programs which they supply to General
          Motors.

     -    General Motors will award new work to the Keep Sites as identified in
          Attachment A-1, and Delphi will produce the associated products at the
          Keep Sites.

     -    Delphi will suspend all Sourcing relative to the above referenced
          current product programs manufactured for GM at the Keep sites, as
          well as the new products identified in Attachment A-1, through the
          life cycles of the engine and vehicle programs associated with these
          commodities. If a component in the above program awards causes the
          product to become uncompetitive, the local parties will meet to
          resolve the problem. If the local parties cannot reach resolution, the
          National Parties will provide assistance. If the parties are still
          unable to reach resolution, Appendix L will be utilized.

     -    A few GM products are dual sourced. If future volume reductions occur
          at the Keep, Sell and Footprint sites, GM and/or Delphi will maintain
          the previously identified volume percentage at the impacted locations.

     -    Revenue and jobs as identified in this document (including Attachment
          A-1) are based on current estimates of program volumes which are
          subject to change based on future market conditions and are not
          financial or volume guarantees.

     -    Investment and engineering figures are estimates based on the current
          understanding of program requirements which are subject to change
          based on future program revisions, and are not financial or volume
          guarantees.


                                  Page 26 of 46

<PAGE>

                                  GRAND RAPIDS

CURRENT STATE

     -    Booked revenue projected to increase from $174 million in 2007 to $195
          million in 2011 (reference Attachment A-1).

GM COMMITMENT

     -    GM will award the new product programs starting in 2010-2012,
          including Cylinder Deactivation, Lash Adjusters, Lifter Guide
          Assemblies, and the 4.5 HO V-8 12mm HLA. GM will commit these product
          programs (for specific program details see the charts included in
          Attachment A-1), with the potential for additional new product
          programs as they are released. The majority of the specific program
          replacement for incumbent work is beyond the GM program planning
          horizon at this time.

DELPHI COMMITMENT

     -    Engineering and capital investment of approximately $22.5 million will
          be made by Delphi at the Grand Rapids facility as required to support
          the above-designated product programs.


                                  Page 27 of 46

<PAGE>

                                    ROCHESTER

CURRENT STATE

     -    Booked revenue projected to decrease from $583 million in 2007 to $343
          million in 2011 (reference Attachment A-1).

GM COMMITMENT

     -    GM will award the new product programs for Fuel Rails, IAFM's & IAM's,
          SIDI, LOMA and Canisters (Note: E85 injectors are included as part of
          the Fuel Rails/SIDI system). GM will commit these product programs
          (for specific program details see the charts included in Attachment
          A-1), with the potential for additional new product programs as they
          are released.

          -    The most significant programs for the site are the GMPT SIDI
               programs for the next generation (Gen V) engines.

          -    GM has confirmed that Delphi has demonstrated the technical
               capability to satisfy product requirements and compete for SIDI
               programs as future applications are identified.

DELPHI COMMITMENT

     -    Engineering and capital investment of approximately $134 million will
          be made by Delphi at the Rochester facility as required to support the
          Gen V SIDI program.


                                  Page 28 of 46

<PAGE>

                                    LOCKPORT

CURRENT STATE

     -    Booked revenue projected to decline from $753 million in 2007 to $457
          million in 2011 (reference Attachment A-1).

GM COMMITMENT

     -    GM will award the new product programs for a variety of HVAC and
          Powertrain Cooling (PTC) products. GM is committing these product
          programs (for specific program details see the charts included in
          Attachment A-1), with the potential for additional product programs as
          they are released.

     -    The most significant future programs for the site are a large portion
          of the C3XX HVAC and PTC products.

DELPHI COMMITMENT

     -    Engineering and capital investment of approximately $48 million will
          be made by Delphi at the Lockport facility as required to support the
          C3XX HVAC/PTC product programs.


                                  Page 29 of 46

<PAGE>

                                     KOKOMO

CURRENT STATE

     -    Booked revenue projected to decline from $666 million in 2007 to $310
          million in 2012 (reference Attachment A-1).

GM COMMITMENT

     -    GM will award the new product programs for a variety of powertrain and
          electronics related products. GM is committing these product programs
          (for specific program details see the charts included in Attachment
          A-1), with the potential for additional product programs as they are
          released.

     -    The most significant future product programs for the site are:

          -    Gen V SIDI Engine Controllers.

          -    TEHCM Controllers (T-90, T-76).

          -    GM BAS+ APM/BPIM (electronics & system assembly).

          -    Crash sensing SDM.

          -    Note: Delphi will relocate ECM/BCM from Milwaukee to Kokomo per
               the timing in the transition plan shared with the Union June 15,
               2007.

     -    The basis of competition for manufacturing this electronics product
          line is generally dominated by low-cost non-U.S. manufacturers
          (favorable packing density logistics). Therefore, it is critical for
          the future of the site that the parties work together to address this
          competitive challenge, including evaluation of ongoing wafer
          fabrication operations.


                                  Page 30 of 46

<PAGE>

                                    SANDUSKY

GENERAL

     -    Intent of all parties is to complete sale as soon as possible, but in
          any event by the end of 2008.

     -    Objective is to accomplish a sale of the Sandusky operation to a new
          owner who is committed to bearing manufacturing as an on-going
          business.

     -    The below defined commitments from GM and Delphi are contingent upon
          this business being sold to an acceptable buyer.

     -    Investment of an estimated $40 million in engineering and capital will
          be required to support the various Gen III Bearing programs.

     -    If the sale of the Sandusky site is not concluded by December 31,
          2008, GM will cause the Sandusky operations to be transferred as set
          forth in Section B.2 of this Memorandum of Understanding.

GM COMMITMENT

     -    Support the sale of the business.

     -    Provide/award a book of business for extended period of time.

               -    GM has agreed to award new programs with annual volume
                    estimated at approximately 6.0 million bearings, for product
                    programs as follows:

                         -    N.A. Delta fronts and rears.

                         -    Theta Epsilon, Zeta.

                         -    N.A. Epsilon, Theta.

     -    GM has issued purchase orders for five years subject to the above
          stated conditions, i.e. a sale or transfer to a third party.

     -    GM has confirmed that Sandusky has demonstrated the technical
          capability to satisfy product requirements and compete for bearing
          program opportunities as future applications are identified.

DELPHI COMMITMENT

     -    Support the sale of the business.

     -    Agree to asset sale as appropriate to support sale of Sandusky.

     -    Support hourly workforce transformation.

     -    Support the transition of technical expertise and resources.

     -    Until the business is sold, or December 31, 2008, whichever is sooner,
          Delphi will operate the facility.

UAW COMMITMENT

     -    Waive Document 13 of the National Agreement to the extent necessary to
          complete the sale/transformation.


                                  Page 31 of 46

<PAGE>

                                     ADRIAN

GENERAL

     -    Intent of all parties is to complete the divestiture as soon as
          possible and in any event by end of 2007.

     -    Objective is to accomplish a transfer of operations to a new owner as
          an on-going business.

     -    If the sale of the Adrian site is not concluded by December 31, 2008,
          GM will cause the Adrian operations to be transferred as set forth in
          Section B.2 of this Memorandum of Understanding.

     -    GM will not impede the future site owner's efforts to attract non-GM
          business.

GM COMMITMENT

     -    Support the sale of the business.

     -    Provide/award a book of business for extended period of time.

     -    Negotiate long-term supply agreement with buyer.

     -    GM will commit to similar levels of content for the C3XX instrument
          panel components as Adrian currently produces for the GMT 900 program.

DELPHI COMMITMENT

     -    Support the sale of the business.

     -    Agree to sale of assets as appropriate to support sale of the
          business.

     -    Support hourly workforce transformation.

     -    Support the transition of technical expertise and resources.

     -    Until the business is sold, or December 31, 2008, whichever is sooner,
          Delphi will operate the facility.

UAW COMMITMENT

     -    Waive Document 13 of the National Agreement to the extent necessary to
          complete the sale/transformation.


                                  Page 32 of 46

<PAGE>

                           SAGINAW STEERING - SAGINAW

GENERAL

     -    Intent of all parties is to complete the divestiture as soon as
          possible and in any event by end of 2007.

     -    Objective is to accomplish a transfer of operations to a new owner as
          an on-going business.

     -    If the sale of the Saginaw site is not concluded by December 31, 2010,
          GM will cause the Saginaw operations to be transferred as set forth in
          Section B.2 of this Memorandum of Understanding.

GM COMMITMENT

     -    Support the sale of the business.

     -    Provide/award a book of business for extended period of time.

     -    Negotiate long-term supply agreement with buyer.

     -    GM will commit to product programs as described in Attachment A-1.
          These programs will remain in the Saginaw, Michigan site for the
          duration of the product life cycle.

     -    GM agrees to award to Saginaw, Michigan the C3XX front half shafts,
          rack & pinion gear, integral gear, steering columns and (if technical
          capability is demonstrated to GM Engineering satisfaction) steering
          pumps and rear half shafts.

     -    Based upon future product applications for the Electronic Power
          Steering (EPS), GM will award the C3XX EPS to the Saginaw, Michigan
          site if the technical and engineering capability of the organization
          is demonstrated to GM Engineering.

     -    In the event that it is determined that the technical specifications
          cannot be met, GM, the Company and the UAW will initiate discussions
          so that alternative job opportunities for future available product
          programs are identified that are within the technical capabilities of
          the Company.

DELPHI COMMITMENT

     -    Support the sale of the business.

     -    Agree to sale of assets as appropriate to support sale of the
          business.

     -    Support hourly workforce transformation.

     -    Support the transition of technical expertise and resources.

     -    Until the business is sold, or December 31, 2010, whichever is sooner,
          Delphi will operate the facility.


                                  Page 33 of 46

<PAGE>

UAW COMMITMENT

     -    Waive Document 13 of the National Agreement to the extent necessary to
          complete the sale/transformation.


                                  Page 34 of 46

<PAGE>

                               SAGINAW MFG. NEWCO

GENERAL

     -    Intent of all parties is to complete transfer as soon as possible.

     -    Objective is to maintain presence in Saginaw County area

     -    Objective is to create a successful on-going business entity, operated
          by a third party, and provide jobs

     -    If the transfer of the Saginaw Manufacturing site is not concluded by
          December 31, 2008, the operations will be handled in accordance with
          Section B.3 of this Memorandum of Understanding.

GM COMMITMENT

     -    GM will award new product programs as outlined in Attachment A-1,
          which includes brake corner machining and brake corner assembly.

     -    Grant Newco a ROLR for next generation replacement programs or next
          generation value-added assembly (VAA) opportunities as they are
          identified through the GM Product Development Process for the programs
          described above.

     -    GM will fund engineering design and development and start-up costs for
          Newco to enable a competitive piece price environment for long-term
          viability.

     -    The job opportunities described above will provide an initial
          commitment of 500 jobs.

DELPHI COMMITMENT

     -    Support the transfer of the business.

     -    Agree to sale of assets as appropriate for transfer of Saginaw Mfg.

     -    Agree to support the transfer of work to the Saginaw area from other
          Delphi sites providing acceptable commercial terms and conditions can
          be reached between the parties (GM and Delphi).

     -    Consider facility lease proposals as appropriate with respect to the
          transfer process.

     -    Support transfer of hourly workforce.

     -    Until the transfer of the business is complete, or December 31, 2008,
          whichever is sooner, Delphi will operate the facility.

UAW COMMITMENT

     -    Waive Document 13 of the National Agreement to the extent necessary to
          implement the plan.


                                  Page 35 of 46

<PAGE>

                                  FLINT - EAST

GENERAL

     -    Objective is to maintain presence in Flint area.

     -    Objective over time is to bring new work into the area operated by a
          third party as an ongoing business entity and provide jobs as existing
          legacy work exits from the Flint-East site without successor program
          replacement.

     -    After December 31, 2008, Delphi will no longer have ongoing
          responsibility for the hourly employees, but will continue to own,
          operate and support the site through the end of current OE production
          at the site.

     -    After December 31, 2008, all remaining hourly employees will be
          handled in accordance with Section B.3 of this Memorandum of
          Understanding.

     -    Employees who become redundant after October 1, 2007 and prior to new
          work being available to the site, will be transferred to a third party
          and placed on layoff and, if eligible, will be paid unemployment
          benefits and applicable SUB.

GM COMMITMENT

     -    GM will develop and implement a unitizing facility (or facilities) in
          the Flint area (to be named later) to be represented by Local 651 by
          transitioning certain work beginning January, 2008 that is currently
          contracted to third party packagers (230 jobs). This work will be
          staffed by current employees represented by Local 651, who will become
          GM employees at the wage and benefit levels as contained within the
          modified UAW-Delphi Supplemental Agreement. Any issues, administrative
          details or the application of the modified Supplemental Agreement will
          be resolved by GM and the GM Department of the International Union,
          UAW. This work is anticipated to be fully transitioned by July, 2008
          and will remain through January 1, 2015.

     -    In addition, GM is prepared to commit this business on new and
          replacement service parts, not unitized by suppliers, for unitizing
          awards through the 2011 model year.

     -    GM also commits to provide 220 "trucking-related" jobs with ramp-up
          timing beginning no later than the fall of 2007 with the commitment
          level attained by July 2008. Local 651 employees will be able to make
          application for these "trucking-related" jobs in conjunction with the
          selection process managed by Local 659 and the Company responsible for
          the "trucking-related" jobs.

     -    GM also commits to identify 550 additional job opportunities for Local
          651, in addition to the work described above to provide 1,000 total
          jobs upon full implementation. In the event that a sufficient number
          of job opportunities are not identified by July 1, 2008, GM will
          allocate the C3XX cluster to replace the existing GMT 900 cluster
          work. GM will also identify


                                  Page 36 of 46

<PAGE>

          additional replacement work to be placed in Flint - East to attain the
          committed employment level of 1,000 jobs by July 1, 2008.

DELPHI COMMITMENT

     -    Support hourly workforce transformation.

     -    Provide approximately 350 instrument cluster jobs at the Flint - East
          site until the end of their respective program life cycles and/or in
          accordance with the transition plan.

     -    Additionally Delphi will support an initial complement of
          approximately 150 jobs related to GM service MRA's through the end of
          current OE cluster production.

UAW COMMITMENT

     -    Waive Document 13 of the National Agreement to the extent necessary to
          implement the transformation plan.


                                  Page 37 of 46

<PAGE>

                                  NEEDMORE RD.

GENERAL

     -    Objective is to maintain presence in Dayton area.

     -    Objective over time is to bring new work into the area as an on-going
          business entity and provide jobs.

     -    If the transfer of the Needmore Rd. site employees has not been
          completed within 30 days following the end of OE production (currently
          scheduled for June 30, 2008), or December 31, 2008, whichever is
          sooner, the employees will be transferred in accordance with Section
          B.3 of this Memorandum of Understanding.

     -    Employees who become redundant prior to new work being available to
          the site, will be transferred to a third party and placed on layoff
          and, if eligible, will be paid unemployment benefits and applicable
          SUB.

GM COMMITMENT

     -    GM will develop and implement a warehousing facility (or facilities)
          in the Dayton area (location to be named later) to be represented by
          Local 696 by transitioning certain work beginning July, 2008 that is
          currently contracted to third party logistics providers (160 jobs).
          These employees will become GM employees at the wage and benefit
          levels as contained within the modified UAW-Delphi Supplemental
          Agreement. Any issues, administrative details or the application of
          the modified Supplemental Agreement will be resolved by GM and the GM
          Department of the International Union, UAW. This work is anticipated
          to be fully transitioned by March, 2009, and will remain through
          January 1, 2015.

     -    As new vehicle programs are launched, GM will commit service parts
          warehousing work for these vehicles through the 2011 model year.

     -    GM also commits to provide 140 "trucking-related" jobs with ramp-up
          timing beginning on or about September, 2008, with the commitment
          level attained by March, 2009.

     -    GM will transition IPC/CKD services from a current third party
          supplier, which currently employs approximately 250 employees
          beginning in July, 2008 with the commitment level attained by January,
          2009.

     -    GM also commits, by March, 2008, to identify 200 additional job
          opportunities for Local 696, in addition to the work described above
          to provide 750 total jobs upon full implementation.

DELPHI COMMITMENT

     -    Support the transfer of the hourly workforce.

     -    Delphi will manage the current existing programs through the end of
          production, or December 31, 2008, whichever is sooner.

     -    Until the transfer of the employees is complete, or December 31, 2008,
          whichever is sooner, Delphi will operate the facility.


                                  Page 38 of 46

<PAGE>

UAW COMMITMENT

     -    Waive Document 13 of the National Agreement to the extent necessary to
          implement the transformation plan.


                                  Page 39 of 46

<PAGE>

                                   COTTONDALE

GENERAL

     -    Intent of all parties is to complete the divestiture as soon as
          possible and in any event by end of 2007.

     -    Objective is to accomplish a transfer of operations to a new owner as
          an on-going business.

CURRENT STATE

     -    Booked revenue projected to decline from $324.7 million in 2007 to
          $101.5 million in 2011 (reference attached documents).

     -    New work opportunities at the Mercedes assembly plant include future
          cockpit programs (W-166, X-166 and W-251 NG). This new business
          represents an annual revenue stream of approximately $320 million.
          Winning this new business will be dependent upon the plant's ability
          to satisfy Mercedes' requirements in the areas of quality, technology
          and cost.

     -    The basis of competition for assembly of this product is generally
          dominated by low-cost U.S.-based assemblers. Therefore, it is critical
          for the future of the plant that the parties work together to address
          this ongoing competitive challenge.

DELPHI COMMITMENT

     -    Support the sale of the business.

     -    Agree to sale of assets as appropriate to support sale the business.

     -    Support hourly workforce transformation.

     -    Support the transition of technical expertise and resources.

UAW COMMITMENT

     -    Waive Document 13 of the National Agreement to the extent necessary to
          complete the sale/transformation.

     -    Work with the new buyer to develop a competitive agreement that will
          support the plant in winning new business.


                                  Page 40 of 46

<PAGE>

ATTACHMENT A-1

    UAW Site Revenue & Headcount Projections

    Attached Separately


                                  Page 41 of 46

<PAGE>

ATTACHMENT B

     Term Sheet - Delphi Pension Freeze and Cessation of OPEB, and GM Consensual
     Triggering of Benefit Guarantee"

     Attached Separately


                                  Page 42 of 46

<PAGE>

ATTACHMENT C

Special Attrition Plan

Attached Separately


                                  Page 43 of 46

<PAGE>

ATTACHMENT D

COMPETITIVE OPERATING AGREEMENT FRAMEWORK

                                                              Local Negotiations
(DELPHI LOGO)                          Competitive Operating Agreement Framework

TO IMPROVE PLANT COMPETITIVENESS, PROMOTE OPERATING VIABILITY AND BETTER
POSITION THE PLANTS TO WIN NEW BUSINESS, THE FOLLOWING REPRESENTS DELPHI'S AND
GM'S VIEW OF CRITICAL ELEMENTS FOR DISCUSSION DURING LOCAL NEGOTIATIONS AT ALL
KEEP, SELL AND FOOTPRINT SITES.

-    Process

          -    Commence local negotiations at all Keep, Sell and Footprint Issue
               sites as promptly following ratification

          -    Conclude local COA negotiations within 60 days following
               ratification

          -    Wages and benefits not included in Local Negotiations

-    Top Priority Local COA Issues:

          -    Effective utilization of workforce capabilities to achieve
               competitive direct to indirect ratios

                    -    Elimination of uncompetitive activities (direct and
                         indirect): outsource/subcontract as required

          -    Flexibility to use skilled trades efficiently, focusing on direct
               support of production operations

                    -    Reduce skilled trades classifications (ultimately to
                         Electrical, Mechanical)

                    -    No restrictions on combination of jobs or "right of
                         access" (eliminate LODs)

                    -    Operate production equipment as required

          -    Flexibility to use production employees efficiently

                    -    Reduce production classifications to a minimum

                    -    No restrictions on combination of jobs

                    -    Enhancing production employee skills and utilizing them
                         to their fullest capabilities (maintenance of
                         tooling/equipment, changeovers, etc.)

          -    Reduce employee movement to protect quality of product and
               operating efficiencies

          -    Overtime

                    -    Resolve uncompetitive skilled trades Full Utilization
                         restrictions

                    -    Simplify scheduling and equalization administration

          -    Attendance

                    -    Implement a local No Fault Attendance Program

                    -    FMLA Administration as allowed by law

-    Eliminate prior agreements and practices that generate unnecessary
     operating costs

-    The local parties will not be constrained in achieving a COA by existing
     agreements/past practices

Delphi Confidential - Subject to Protective Order           Industrial Relations


                                  Page 44 of 46

<PAGE>

ATTACHMENT E

List of Agreements

Attached Separately


                                  Page 45 of 46

<PAGE>

ATTACHMENT F

                 ILLUSTRATIVE EXAMPLE OF WAGE PROGRESSION SCALES

<TABLE>
<CAPTION>
                                                           GROUP A HIRE DATE
                                              --------------------------------------------
                                              7/1/05   8/1/06   10/1/06   11/1/06   2/1/07
                                              ------   ------   -------   -------   ------
<S>                                           <C>      <C>      <C>       <C>       <C>
Initial Base                                   14.00    14.00    14.00     14.00     14.00
6 Mth Progression #1                           14.42    14.42    14.42     14.42        --
6 Mth Progression #2                           14.85       --       --        --        --
6 Mth Progression #3                           15.30       --       --        --        --
Base As Of June 30, 2007                       15.30    14.42    14.42     14.42     14.00
Incremental Next Wage Progression               0.46     0.43     0.43      0.43      0.42
                                               -------------------------------------------
Revised Base                                   15.76    14.85    14.85     14.85     14.42
December 30, 2007 Incr. Conversion To Floor     0.47     1.38     1.38      1.38      1.81
Wages As Of December 30, 2007                  16.23    16.23    16.23     16.23     16.23
January 2008 Base With Accrued COLA            16.23    16.23    16.23     16.23     16.23
Multiplied By Wage Formula %, Greater Of        CPI-W / Mfg. Sector Earnings Change
Equals                                        --------------------------------------------
                                                           Revised January Base
                                              ============================================
</TABLE>

<TABLE>
<CAPTION>
                                                           GROUP B HIRE DATE
                                              --------------------------------------------
                                              7/1/05   8/1/06   10/1/06   11/1/06   2/1/07
                                              ------   ------   -------   -------   ------
<S>                                           <C>      <C>      <C>       <C>       <C>
Initial Base                                   14.00    14.00    14.00     14.00     14.00
6 Mth Progression #1                           14.42    14.42    14.42     14.42        --
6 Mth Progression #2                           14.85       --       --        --        --
6 Mth Progression #3                           15.30       --       --        --        --
Base As Of June 30, 2007                       15.30    14.42    14.42     14.42     14.00
Incremental Next Wage Progression                 --     0.43     0.43      0.43      0.42
                                               -------------------------------------------
Revised Base                                   15.30    14.85    14.85     14.85     14.42
December 30, 2007 Incr. Conversion To Floor       --     0.45     0.45      0.45      0.88
Wages As Of December 30, 2007                  15.30    15.30    15.30     15.30     15.30
January 2008 Base With Accrued COLA            15.30    15.30    15.30     15.30     15.30
Multiplied By Wage Formula %, Greater Of           CPI-W / Mfg. Sector Earnings Change
Equals                                        --------------------------------------------
                                                           Revised January Base
                                              ============================================
</TABLE>

<TABLE>
<CAPTION>
                                                           GROUP C HIRE DATE
                                              --------------------------------------------
                                              7/1/05   8/1/06   10/1/06   11/1/06   2/1/07
                                              ------   ------   -------   -------   ------
<S>                                           <C>      <C>      <C>       <C>       <C>
Initial Base                                   14.00    14.00    14.00     14.00     14.00
6 Mth Progression #1                           14.42    14.42    14.42     14.42        --
6 Mth Progression #2                           14.50       --       --        --        --
6 Mth Progression #3                           14.50       --       --        --        --
Base As Of June 30, 2007                       14.50    14.42    14.42     14.42     14.00
Incremental Next Wage Progression                 --     0.08     0.08      0.08      0.42
                                               -------------------------------------------
Revised Base                                   14.50    14.50    14.50     14.50     14.42
December 30, 2007 Incr. Conversion To Floor       --       --       --        --      0.08
Wages As Of December 30, 2007                  14.50    14.50    14.50     14.50     14.50
January 2008 Base With Accrued COLA            14.50    14.50    14.50     14.50     14.50
Multiplied By Wage Formula %, Greater Of          CPI-W / Mfg. Sector Earnings Change
Equals                                        --------------------------------------------
                                                           Revised January Base
                                              ============================================
</TABLE>


                                  Page 46 of 46