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                                                                  Exhibit 10 (c)


                                                                      APPENDIX A

                    DELPHI CORPORATION ANNUAL INCENTIVE PLAN

1.    PURPOSE OF THE PLAN

The purposes of the Delphi Corporation Annual Incentive Plan ("the Plan") are to
reward performance and provide future incentives to employees who contribute to
the success of the business.

2.    EFFECTIVE DATE AND DURATION OF THE PLAN

This Plan becomes effective on the earlier of the first business day following
receipt of shareholder approval and June 1, 2004. Awards may be made under this
Plan until May 31, 2009.

3.    PLAN ADMINISTRATION AND ELIGIBILITY

(a)   The Compensation and Executive Development Committee of the Delphi
      Corporation Board of Directors (the "Committee"), as from time to time
      constituted pursuant to the By-Laws of Delphi Corporation ("Delphi," or
      the "Corporation"), may, prior to June 1, 2009, authorize annual target
      award grants to employees. The Committee, in its sole discretion,
      determines the performance levels at which different percentages of such
      awards will be earned, the collective amount for all awards to be granted
      at any one time, and the individual annual grants with respect to
      employees who are members of the Delphi Strategy Board (the "Strategy
      Board) and any officer of the Corporation who is not on the Strategy Board
      but is subject to the requirements of Section 16 of the Securities
      Exchange Act of 1934, as amended (a "Section 16 Officer"). The Committee
      may delegate to the Strategy Board responsibility for determining, within
      the limits established by the Committee, individual award grants for
      employees who are not Strategy Board members and who are not Section 16
      Officers. All such awards will be denominated and paid in cash (U.S.
      dollars or local currency equivalent).

(b)   Full power and authority to construe and interpret the Plan are vested in
      the Committee. The Committee determines the selection of employees for
      participation in the plan and also decides any questions and settles any
      disputes or controversies that may arise. Any person who accepts any award
      hereunder agrees to accept as final, conclusive, and binding all
      determinations of the Committee and the Strategy Board. The Committee has
      the right, in the case of participants not employed in the United States,
      to vary from the provisions of the Plan in order to preserve its incentive
      features.

(c)   Only persons who are employees of the Corporation are eligible to receive
      an award under the Plan. Subject to such additional limitations or
      restrictions as the Committee may impose, the term "employees" means
      persons (i) who are employed by the Corporation, or any subsidiary (as
      defined below), including employees who are also directors of the
      Corporation or any such subsidiary, or (ii) who accept (or previously have
      accepted) employment, at the request of the Corporation, with any entity
      that is not a subsidiary but in which the Corporation has, directly or
      indirectly, a substantial ownership interest. For purposes of this Plan,
      the term "subsidiary" means (i) a corporation of which the Corporation
      owns, directly or indirectly, capital stock having ordinary voting power
      to elect a majority of the board of directors of such corporation, or (ii)
      any unincorporated entity of which the Corporation can exercise, directly
      or indirectly, comparable control. The Committee will determine when and
      to what extent individuals otherwise eligible for consideration become
      employees and when any individual will be deemed to have terminated
      employment for purposes of the Plan. To the extent determined by the
      Committee, the term employees will include former employees and any
      executor(s), administrator(s), or other legal representatives of an
      employee's estate.

4.    DETERMINATION OF ANNUAL INCENTIVE AWARD

(a)   Prior to the grant of any target award, the Committee will establish
      performance levels for each such award related to the enterprise (as
      defined below) at which 100% of the award will be earned and a range
      (which need not be the same for all awards) within which greater and
      lesser percentages will be earned. The term "enterprise" means the
      Corporation, or any unit or portion thereof, and any entities in which the

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      Corporation has, directly or indirectly, a substantial ownership interest.
      The establishment of performance levels by the Committee will occur no
      later than 90 days into the performance period. The "performance period"
      is a calendar year.

(b)   With respect to the performance levels to be established, the Committee
      will establish the specific measures for each grant at the time of such
      grant. In creating these measures, the Committee may establish the
      specific goals based upon or relating to one or more of the following
      business criteria: return on assets, return on net assets, asset turnover,
      return on equity, return on capital, market price appreciation of Delphi
      common stock, economic value added, total stockholder return, net income,
      pre-tax income, earnings per share, operating profit margin, net income
      margin, sales margin, cash flow, market share, inventory turnover, sales
      growth, capacity utilization, increase in customer base, environmental
      health and safety, diversity, and/or quality. The business criteria may be
      expressed in absolute terms or relative to the performance of other
      companies or to an index. When establishing performance goals for a
      performance period, the Committee may exclude any or all "extraordinary
      items" as determined under U.S. generally accepted accounting principles
      including, without limitation, the charges or costs associated with
      restructurings of the Corporation, discontinued operations, other unusual
      or non-recurring items, and the cumulative effects of accounting changes.

(c)   No target award will be granted to any director of the Corporation who is
      not an employee at the date of grant.

(d)   The Committee may adjust the performance levels and goals for any
      performance period as it deems equitable in recognition of unusual or
      non-recurring events affecting the Corporation, changes in applicable tax
      laws or accounting principles, or such other factors as the Committee may
      determine to preserve the incentive features of the this Plan (including,
      without limitation, any adjustments that would result in the Company
      paying non-deductible compensation to a Participant). If any event occurs
      during a performance period that requires changes to preserve the
      incentive features of the Plan, the Committee may make appropriate
      adjustments.

5.    DETERMINATION OF FINAL AWARD

(a)   Except as otherwise provided in the Plan, the percentage of each target
      award to be distributed to an employee will be determined by the Committee
      on the basis of the performance levels established for such award and the
      performance of the applicable enterprise or specified portion thereof, as
      the case may be, during the performance period. Following determination of
      the final payout percentage, the Committee may, upon the recommendation of
      the Chief Executive Officer, make adjustments to awards for Strategy Board
      members and to Section 16 Officers to reflect individual performance
      during such period, which for covered officers will involve only negative
      discretion. The term "covered officer" means any individual whose
      compensation in the year of the expected payment of an award will be
      subject to the provision of Section 162(m) of the Internal Revenue Code of
      1986, as amended (the "Code"). Adjustments to awards to reflect individual
      performance for employees who are not Strategy Board members and who are
      not Section 16 Officers may be made by the Strategy Board. Any target
      award, as determined and adjusted, is herein referred to as a "final
      award." No award will be paid to a "covered officer" unless the Committee
      certifies the performance in writing. The total award paid to any employee
      for any year will not exceed $7.5 million.

(b)   Payment of any final award (or portion thereof) to an employee is subject
      to the satisfaction of the conditions precedent that such employee: (i)
      continue to render services as an employee (unless this condition is
      waived by the Committee), (ii) refrain from engaging in any activity
      which, in the opinion of the Committee, is competitive with any activity
      of the Corporation or any subsidiary (except that employment at the
      request of the Corporation with an entity in which the Corporation has,
      directly or indirectly, a substantial ownership interest, or other
      employment specifically approved by the Committee, may not be considered
      to be an activity which is competitive with any activity of the
      Corporation or any subsidiary) and from otherwise acting, either prior to
      or after termination of employment, in any manner inimical or in any way
      contrary to the best interests of the Corporation, and (iii) furnish to
      the Corporation such information with respect to the satisfaction of the
      foregoing conditions precedent as the Committee may reasonably request.

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6.    TREATMENT OF AWARDS UPON EMPLOYEE'S DEATH OR TERMINATION OF EMPLOYMENT

(a)   If an employee is dismissed for cause or quits employment at any time,
      without the prior written consent of the Corporation, except as otherwise
      determined by the Committee, the award will terminate on the date of
      termination of employment.

(b)   If, upon death or a qualified termination of an employee's employment
      prior to the end of any performance period the Committee will determine
      whether to waive the condition precedent of continuing to render services
      as provided in paragraph 3(c) and the target award granted to such
      employee with respect to such performance period will be reduced pro rata
      based on the number of months remaining in the performance period after
      the month of death or termination. The final award for such employee will
      be determined by the Committee (i) on the basis of the performance levels
      established for such award (including the minimum performance level) and
      the performance level achieved through the end of the performance period
      and (ii) in the discretion of the Committee, on the basis of individual
      performance during the period prior to death or termination.

      A qualified termination will include a retirement, permanent medical
      disability or any other termination, as approved by the Committee, albeit
      not described herein.

      A qualifying leave of absence, determined in accordance with procedures
      established by the Committee, will not be deemed to be a termination of
      employment but, except as otherwise determined by the Committee, the
      employee's target award will be reduced pro rata based on the number of
      months during which such person was on such leave of absence during the
      performance period. A target award will not vest during a leave of absence
      granted an employee for government service.

7.    CHANGE IN CONTROL

Upon the effective date of any Change in Control of the Corporation all
outstanding unvested awards granted under this Plan will vest and be paid on a
pro rata basis based on the greater of target award or actual performance. A
"Change in Control" will mean the occurrence of one or more of the following
events unless a majority of the "Continuing Directors" has specifically approved
such event in advance of its occurrence: (a) any "person" or "group" as those
terms are used in the Securities Exchange Act of 1934, as amended, other than
any employee benefit plan of the Corporation or Delphi or a trustee or other
administrator or fiduciary holding securities under an employee benefit plan of
the Corporation, is or becomes the current beneficial owner of Delphi voting
securities representing 20% or more of the combined voting power of Delphi's
then outstanding securities; (b) during any two-year period, individuals who at
the beginning of such period constitute the Board and any new directors whose
election to the Board or nomination for election by the Corporation's
stockholders was approved by at least two-thirds of the directors still in
office who either were directors at the beginning of the period or whose
election was previously so approved (the "Continuing Directors"), cease for any
reason to constitute a majority thereof; (c) Delphi merges or consolidates with
any other corporation or other entity, other than a merger or consolidation (i)
that would result in all or a portion of the voting securities of Delphi
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) more than 50% of the combined voting securities of Delphi and
such surviving entity outstanding immediately after such merger or consolidation
or (ii) by which the corporate existence of Delphi is not affected and following
which Delphi's chief executive officer would retain his or her position with
Delphi and the Delphi directors would remain on the Board of the Corporation and
constitute a majority thereof; (d) Delphi sells or otherwise disposes of all or
substantially all of its assets; or (e) the stockholders of the Corporation
approve a plan of complete liquidation of Delphi.

8.    PLAN AMENDMENT, MODIFICATION, SUSPENSION OR TERMINATION

The Committee may, in its sole discretion, at any time, amend, modify, suspend,
or terminate this Plan provided that no such action (i) adversely affects the
rights of an employee with respect to previous target awards or final awards
under the Plan (except as otherwise permitted), and the Plan, as constituted
prior to such action,

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continues to apply with respect to target awards previously granted and final
awards which have not been paid or (ii) without the approval of the
stockholders, if such approval is required to preserve the exemption of awards
granted under the plan from the limitations of deductibility of Section 162(m),
(a) increases the limit on the maximum amount of final awards for covered
officers, (b) renders any director of the Corporation who is not an employee at
the date of grant or any member of the Committee or the Audit Committee of the
Delphi Corporation Board of Directors, eligible to be granted a target award, or
(c) permits any target award to be granted under this Plan after May 31, 2009.

9.    STATUTE OF LIMITATIONS AND CONFLICT OF LAWS

Every right of action by, or on behalf of, the Corporation or by any stockholder
against any past, present, or future member of the Board of Directors, officer,
or employee of the Corporation or its subsidiaries arising out of or in
connection with this Plan will, irrespective of the place where action may be
brought and irrespective of the place of residence of any such director,
officer, or employee, cease and be barred by the expiration of three years from
the date of the act or omission in respect of which such right of action arises.
Any and all right of action by any employee (past, present, or future) against
the Corporation arising out of or in connection with this Plan will,
irrespective of the place where an action may be brought, cease and be barred by
the expiration of three years from the date of the act or omission in respect of
which such right of action arises. This Plan and all determinations made and
actions taken pursuant hereto will be governed by the laws of the State of
Delaware, without giving effect to principles of conflict of laws, and construed
accordingly.

10.   MISCELLANEOUS

(a)   All final awards which have been awarded in accordance with the provisions
      of the Plan will be paid as soon as practicable following the end of the
      related performance period. If the Corporation has any unpaid claim
      against an employee arising out of or in connection with the employee's
      employment with the Corporation, such claim may be offset against awards
      under the Plan. Such claim may include, but is not limited to, unpaid
      taxes, the obligation to repay gains received under the Delphi Long Term
      Incentive Plan, or Corporate business credit card charges.

(b)   To the extent that any employee, former employee, or any other person
      acquires a right to receive payments or distributions under this Plan,
      such right will be no greater than the right of a general unsecured
      creditor of the Corporation. All payments and distributions will be paid
      from the general assets of the Corporation. Nothing contained in the Plan,
      and no action taken pursuant to its provisions, will create or be
      construed to create a trust of any kind or a fiduciary relationship
      between the Corporation and any employee, former employee, or any other
      person.

(c)   If an employee is promoted during the award period, a target award may be
      increased to reflect such employee's new responsibilities.

(d)   The expenses of administering this Plan will be borne by the Corporation.

(e)   Except as otherwise determined by the Committee, with the exception of
      transfer by will or the laws of descent and distribution, no target or
      final award is assignable or transferable and, during the lifetime of the
      employee, any payment of any final award will only be made to the
      employee.

(f)   In the event of death, the executor(s) or administrator(s) of the
      employee's estate, or such other person(s) as determined by a court of
      competent jurisdiction, may receive payment, in accordance with and
      subject to the provisions of this Plan, provided the executor(s),
      administrator(s), or other person supplies documentation satisfactory to
      the Corporation to so act. Upon making such determination, the Corporation
      is relieved of any further liability regarding any award to the deceased
      employee.

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