DELPHI AUTOMOTIVE SYSTEMS CORPORATION

                           CHANGE IN CONTROL AGREEMENT


            THIS CHANGE IN CONTROL AGREEMENT, dated as of ____, 1999, is entered
into between Delphi Automotive Systems Corporation,  a Delaware corporation (the
"Company"), and [________________________] (the "Executive").

            The Company and the Executive, intending to be legally bound hereby,
agree  that  upon a Change  in  Control  and upon a  subsequent  termination  of
employment,  the Company  shall take the actions  described  in Sections 4 and 5
below:

            SECTION 1. Change in Control.  As used in this Agreement,  a "Change
in Control"  shall be deemed to have occurred if, during the  three-year  period
following  the date on  which  General  Motors  Corporation  distributes  to its
shareholders  all  shares of the  Company's  common  stock  then held by it (the
"Distribution"):

                  (a) any  person or group of  persons  (within  the  meaning of
            Section 13(d) of the Securities Exchange Act of 1934 as amended (the
            "Act")), other than the Company or a subsidiary of the Company or an
            employee  benefit plan  sponsored by the Company or a subsidiary  of
            the Company,  acquires  beneficial  ownership (as defined in Section
            13(d)  (directly  or  indirectly)  of (i) 50  percent or more of the
            outstanding  securities  of the  Company  entitled  to  vote  in the
            elections of directors (or securities or rights  convertible into or
            exchangeable for such securities)  ("Stock") of the Company, or (ii)
            of Stock having a total number of votes that may be cast and elect a
            majority of the directors of the Company;

                  (b) members of the "Incumbent  Board" (as defined below) cease
            for any reason to constitute a majority of the Board of Directors of
            the Company;  for this purpose,  the "Incumbent Board" shall consist
            of  the  individuals  who,  as of  the  date  of  the  Distribution,
            constitute  the entire Board of Directors of the Company and any new
            director  whose  election by the Board or nomination for election by
            the  shareholders  of the Company was approved by a vote of at least
            2/3rds  of the  directors  then  still in  office  who  either  were
            directors  at the  beginning  of the  period  or whose  election  or
            nomination  for election was  previously so approved,  but excluding
            for all purposes any director  (i)  designated  or nominated  by, or
            affiliated with, a person who has entered into an agreement with the
            Company to effect a transaction  described in subsection  (a) above,
            or (ii) who initially assumed office as a result of either an actual
            or threatened  "Election Contest" (as described in Rule 14a-11 under
            the Act) or other actual or  threatened  solicitation  of proxies or
            contests by or on behalf of a person  other than the Board (a "Proxy
            Contest"), including by reason of any agreement intended to avoid or
            settle  any  Election  Contest  or Proxy  Context  or (iii)  who was
            designated  or  renominated  by any such  person  (or by any  person
            designated or renominated by any such person);

                  (c) the  stockholders  of the  Company  shall  approve (i) any
            consolidation,  merger,  or other  reorganization  of the Company in
            which the Company is not the continuing or surviving  corporation or
            pursuant  to which  shares of Stock  would be  converted  into cash,
            securities, or other property, other than a merger of the Company in
            which holders of Stock  immediately  prior to the merger have either
            the same  proportionate  ownership of common stock of the  surviving
            corporation  immediately  after the merger as immediately  before or
            have more than 50 percent of the ownership of voting common stock of
            the surviving corporation  immediately after the merger, or (ii) any
            sale,  lease,  exchange,  or other transfer in one  transaction or a
            series of related  transactions  of 50 percent or more of the assets
            of the Company; or

                  (d) there  shall occur a  liquidation  or  dissolution  of the
            Company.

            SECTION 2. Term of Agreement.  This Agreement  shall commence on the
date  first  set  forth  above  and  shall  remain  in  effect  until  the third
anniversary of a Change in Control.

            SECTION 3.  Termination of Employment

            (a) Entitlement. The Executive shall be entitled to the payments and
benefits  provided  under  Section  5 below if,  during  the  three-year  period
following  a Change in  Control,  the  Executive  ceases to be  employed  by the
Company or its successor for either of the following reasons:

                  (1)  Except as  provided  in subsection (b) below, the Company
            terminates the Executive's employment; or

                  (2) The Executive  terminates his or her employment  after one
            or more of the  following  events  occurs  without  the  Executive's
            express written consent,

                  (A)  Executive's  annual base salary  and/or  annual  bonus is
                  reduced  or  any  other  material   compensation  or  benefits
                  arrangement  for the Executive is reduced (and such  reduction
                  is unrelated to Company or individual performance); or

                  (B) the Executive's duties or responsibilities are negatively,
                  and  materially  changed  in a  manner  inconsistent  with the
                  Executive's position (including status,  offices,  titles, and
                  reporting requirements) or authority;

                  (C) the Company  requires  the  Executive's  work  location or
                  residence to be relocated more than 25 miles from its location
                  as of the Change in Control;

                  (D) the Company or its successor  fails to offer the Executive
                  a comparable position after the Change in Control.

                     (b)  Termination for Cause.  Notwithstanding subsection (a)
above, the Executive shall not be entitled to the payments and benefits provided
under  Section  5 below  if the  Executive's  employment  with  the  Company  is
terminated  for one or more  of the  following  reasons:  (i)  the  willful  and
continued  failure of the  Executive to perform  substantially  the  Executive's
duties  owed to the  Company  or its  affiliates  after  a  written  demand  for
substantial  performance is delivered to the Executive specifically  identifying
the  nature of such  unacceptable  performance,  or (ii) the  conviction  of the
Executive for a felony.

            (c)  Termination  Due to Death  or  Incapacity.  If the  Executive's
employment is terminated by reason of the Executive's death or incapacity during
the term, this Agreement shall terminate  automatically  on the date of death or
the date of  determination by the Board that the incapacity of the Executive has
occurred,  as the case may be. "Incapacity" means any physical or mental illness
or disability of the Executive  which  continues for a period of six consecutive
months or more and which at any time after such six-month period the Board shall
reasonably  determine  renders the Executive  incapable of performing his or her
duties during the remainder of the term.

            (d) Notice of Termination.  Any termination by the Company for cause
or incapacity, or by the Executive for a reason described in Section 3(b) above,
shall be  communicated  by a notice to the other party given in accordance  with
Section 9 below. The notice shall be in writing and shall (i) state the specific
termination  provision  in  the  Agreement  relied  upon,  (ii)  to  the  extent
applicable,  set forth in reasonable detail the facts and circumstances  claimed
to provide a basis for termination  under such provision,  and (iii) specify the
termination date (not more than 30 days after the giving of the notice).

            SECTION 4.  Obligations of the Company upon a Change in Control.  As
of a Change in Control, the Executive shall be entitled to receive the following
payments and benefits from the Company:

            (a) all  outstanding  unvested  stock  options held by the Executive
shall fully vest as of the Change in Control and become immediately  exercisable
in accordance with their terms;

            (b) all long-term incentive awards earned by the Executive as of the
Change in Control under the Delphi Automotive  Systems  Performance  Achievement
Plan,  calculated at current  forecasted  payouts shall be fully "funded" by the
Company by  contribution of an amount equal to such awards to a "rabbi trust" no
later than the Change in Control;

            (c) all  compensation  previously  deferred  at the  election of the
Executive,  together with accrued interest or earnings,  shall be fully "funded"
by the Company by  contribution of an amount equal to such deferrals and accrued
interest or earnings to a "rabbi trust" no later than the Change in Control; and

            (d) all  benefits  accrued by the  Executive  under the terms of the
Supplemental  Executive  Retirement  Program and the Benefit  Equalization  Plan
Retirement  maintained by the Company,  or any successor  plans,  shall be fully
"funded" by the  Company by  contribution  of an amount  equal to the then total
present  value of such  benefits to a "rabbi  trust" no later than the Change in
Control;  such amount to be calculated using a discount rate equal to the annual
rate of interest on 30-year  Treasury  securities for the month before the month
in which occurs the Change in Control.

            SECTION 5. Obligations of the Company Upon Termination of Employment
Following a Change in Control. Upon termination of the Executive subsequent to a
Change in Control,  the Executive  shall be entitled to receive,  in addition to
the  payments and  benefits  provided in Section 4 above,  payments and benefits
from the Company as follows:

            (a)  Termination  Due to a  Qualifying  Event.  If  the  Executive's
employment with the Company is terminated as the result of an event described in
Section 3(a) above,  the  Executive  shall be entitled to receive the  following
payments and benefits from the Company:

                  (1) the  Company  shall pay the  Executive  in a single sum in
            cash,  within five business days after his or her termination  date,
            the aggregate of the following amounts:

                  (A) the sum of the Executive's currently effective annual base
                  salary through the termination  date and any accrued  vacation
                  pay;

                  (B) an amount equal to ______ times the sum of the Executive's
                  annual base salary plus his or her target bonus.

                  (2) the Company shall continue, for a period of 36 months from
            the termination  date,  health insurance  coverage for the Executive
            and the  Executive's  eligible  family  members  and life  insurance
            coverage  for the  Executive,  in both  cases at least  equal to the
            coverage that would have been provided to such  person(s)  under the
            Company's  health  and  life  insurance  plans  if  the  Executive's
            employment had not been terminated;

                  (3) the  Company  shall,  at its  sole  expense  as  incurred,
            reimburse the Executive up to $50,000 for expenses and costs related
            to outplacement services, the provider of which shall be selected by
            the Executive in his or her sole discretion;

                  (4) the Company shall  continue to provide the Executive  with
            use of the  Executive's  company car (if any) for one year following
            the termination date; and

                  (5) the Company shall pay or reimburse the Executive for legal
            fees and  expenses  incurred as a result of any  dispute  resolution
            process entered into by the Executive to enforce this Agreement.

            (b)  Termination  Due to Death  or  Incapacity.  If the  Executive's
employment is terminated by reason of the Executive's death or incapacity during
the term,  this Agreement shall  terminate  without  further  obligations to the
Executive or to the Executive's legal representatives under this Agreement other
than for the timely payment of the Executive's  currently  effective annual base
salary  through  the  termination  date,  any  accrued  vacation  pay,  and  any
compensation that the Executive previously elected to defer.

            (c) Termination For Cause or Without Good Reason. If the Executive's
employment is terminated for a reason described in Section 3(b) above during the
term or if the  Executive  voluntarily  terminates  employment  during  the term
(other than for a reason  described in Section  3(a)(2)  above),  this Agreement
shall  terminate  without  further  obligations  to  the  Executive  under  this
Agreement  other than for the  timely  payment  to the  Executive  of his or her
currently  effective  annual base salary through the termination date and of any
compensation that the Executive previously elected to defer.

            (d)  Possible  Reduction  in Payments and  Benefits.  Following  any
Change in Control,  to the extent  that any amount of pay or  benefits  provided
under to the  Executive  under this  Agreement  would cause the  Executive to be
subject to excise tax under sections 280G and 4999 of the Internal  Revenue Code
of 1986, as amended (the "Code"),  and after taking into consideration all other
amounts payable to the Executive under other Company plans, programs,  policies,
and  arrangements,  then the  amount of pay and  benefits  provided  under  this
Agreement shall be reduced (first by any pay, and then, to the extent necessary,
by any benefits), to the extent necessary to avoid imposition of any such excise
taxes. However, if it shall be determined that the Executive would not receive a
net after-tax  benefit (taking into account income,  employment,  and any excise
taxes) resulting from  application of the reduction,  then no reduction shall be
made with respect to pay or benefits due the Executive.  All  determinations  of
the  amount  of the  reduction  shall  be made by tax  counsel  selected  by the
Company's independent auditors,  and the cost of making such determination shall
be borne entirely by the Company.

            SECTION 6. Termination of Noncompetition Restrictions; Nondisclosure

            (a)  Termination of  Noncompetition  Restrictions.  If the Executive
terminates  his or her  employment  with the Company for a reason  described  in
Section  3(a)(2)  above  during the first  three years  following  the Change in
Control, or if the Company terminates the Executive's  employment other than for
a reason  described in Section  3(b) above during such first three years,  then,
effective as of the termination date, the Executive shall cease to be subject to
the terms of any  noncompetition  agreement with the Company  previously entered
into. If the Executive  voluntarily  terminates his or her employment during the
three  years  following a Change in Control for a reason not covered in Sections
3(a), (b) or (c) then, effective as of the termination date, the Executive shall
be  subject  to the  terms of any  noncompetition  agreement  with  the  Company
previously entered into for two years thereafter.

            (b)  Nondisclosure.  The Executive shall not (other than in the good
faith  performance of his or her services to the Company  before  termination of
employment)  disclose  or make  known to  anyone  other  than  employees  of the
Company, or use for the benefit of himself or herself or any other person, firm,
operation,  or entity unrelated to the Company, any knowledge,  information,  or
materials,  whether tangible or intangible,  belonging to the Company, about the
products,   services,  know-how,   customers,   business  plans,  or  financial,
marketing, pricing,  compensation, and other proprietary matters relating to the
Company.  On or  before  the  Executive's  termination  of  employment  with the
Company,  the Executive  shall  deliver to the Company any and all  confidential
information in his or her possession.

            SECTION 7.  Successors.  The Company  shall  require  any  successor
(whether direct or indirect, by purchase, merger,  consolidation,  or otherwise)
to all or  substantially  all of the  business  or  assets  of the  Company,  by
agreement in form and  substance  satisfactory  to the  Executive,  expressly to
assume and agree to perform  this  Agreement  in the same manner and to the same
extent that the Company would be required to perform if no such  succession  had
taken  place.  Failure of the Company to obtain such  assumption  and  agreement
prior to the  effectiveness  of any  such  succession  will be a breach  of this
Agreement and entitle the Executive to compensation from the Company in the same
amount  and on the same  terms as the  Executive  would be  entitled  to had the
Company  terminated  the Executive for any reason other than cause or incapacity
on the  succession  date (and assuming a Change in Control had occurred prior to
such succession date).

            SECTION 8.  Non-Assignability.  This Agreement is personal in nature
and neither of the parties  shall,  without the consent of the other,  assign or
transfer  this  Agreement  or any  rights or  obligations  under  it,  except as
provided in Section 7. Without limiting the foregoing,  the Executive's right to
receive  payments under this Agreement shall not be assignable or  transferable,
whether by pledge,  creation of a security interest, or otherwise,  other than a
transfer by his or her will or by the laws of descent or  distribution,  and, in
the event of any attempted  assignment or transfer by the Executive  contrary to
this Section, the Company shall have no liability to pay any amount so attempted
to be assigned or transferred.

            SECTION 9. Notices.  For the purpose of this Agreement,  notices and
all other communications provided for shall be in writing and shall be deemed to
have  been  given  when  delivered  or mailed by  United  States  registered  or
certified mail, return receipt requested, postage prepaid, addressed as follows:

      If to the Executive:    [name]
                        [address]

      If to the Company:      Delphi Automotive Systems Corporation
                        5725 Delphi Drive
                        Troy, Michigan  48098
                        Attention: General Counsel

or to such other  address  as either  party may have  furnished  to the other in
writing. Notices of change of address shall be effective only upon receipt.

            SECTION 10.  Governing Law.  The  validity, interpretation, 
construction, and performance of this Agreement shall be governed by the laws of
the State of Michigan without reference to principles of conflict of laws.



            SECTION 11. Settlement of Disputes; Arbitration. If there has been a
Change in Control and any dispute  arises  between the Executive and the Company
as to the  validity,  enforceability,  and/or  interpretation  of any  right  or
benefit  afforded by this  Agreement,  at the Executive's  option,  such dispute
shall be resolved by binding  arbitration  proceedings  in  accordance  with the
rules of the American  Arbitration  Association.  The arbitrators  shall presume
that the rights and/or  benefits  afforded by this Agreement that are in dispute
are valid and  enforceable  and that the  Executive  is  entitled to such rights
and/or benefits.  The Company shall be precluded from asserting that such rights
and/or  benefits are not valid,  binding,  and  enforceable  and shall stipulate
before such  arbitrators that the Company is bound by all the provisions of this
Agreement.  The  burden of  overcoming  by clear  and  convincing  evidence  the
presumption  that the Executive is entitled to such rights and/or benefits shall
be on the Company.  The  arbitrators  shall have  discretion  to award  punitive
damages to the Executive if it is found that the  Company's  actions or failures
to act which led to the Executive's  submitting a dispute to arbitration  and/or
the Company's  actions or failures to act during the pendency of the arbitration
proceeding make such an award appropriate in the  circumstances.  The results of
any arbitration  shall be conclusive on both parties and shall not be subject to
judicial  interference  or review on any ground  whatsoever,  including  without
limitation any claim that the Company was wrongfully  induced to enter into this
Agreement to arbitrate such a dispute.

            SECTION 12.  Miscellaneous

            (a)  This  Agreement  contains  the  entire  understanding  with the
Executive  with respect to its subject  matter and  supersedes any and all prior
agreements or understandings,  written or oral,  relating to the subject matter.
No provisions of this  Agreement may be amended  unless such amendment is agreed
to in writing signed by the Executive and the Company.

            (b) The  invalidity  or  unenforceability  of any  provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement.

            (c) This Agreement may be executed in one or more counterparts, each
of which  shall be  deemed  to be an  original  but all of which  together  will
constitute one and the same Agreement.

            (d) The Company may withhold  from any benefits  payable  under this
Agreement  all  Federal,  state,  local,  or other  taxes  as shall be  required
pursuant to any law or governmental regulation or ruling.

            (e) The captions of this  Agreement  are not part of its  provisions
and shall have no force or effect.

            IN WITNESS  WHEREOF,  the parties  have caused this  Agreement to be
executed and delivered as of the day and year first above set forth.


                                    DELPHI AUTOMOTIVE SYSTEMS
                                    CORPORATION

___________________________________  By: ________________________________
[Signature of Executive]
                                    Name:  Harry W. Wagner II

                                    Title:  Director, Salaried Personnel


                                    Appendix
                                    --------

     The  Company  has  entered  into  Change  in  Control  Agreements  with the
twenty-one (21) officers  identified in Part III of the Company's  Annual Report
on Form 10-K for the year ended December 31, 1998 (the "Annual  Report").  These
agreements  are substantially similar  to the form of the agreement set forth as
Exhibit 10(a), provided that: in the case of Mr. Battenberg,  the payment amount
is three  times his base  salary and target  bonus  amount;  in the case of each
other officer  named in the Summary  Compensation  Table  included in the Annual
Report and certain other  officers,  the payment amount is two times base salary
and target bonus amount; and in the case of certain other officers,  the payment
amount is one times base salary and target bonus amount.