EXHIBIT 10(f)
 AMENDED AND RESTATED
 MASTER RESTRUCTURING AGREEMENT
 BETWEEN
 DELPHI CORPORATION
 AND
 GENERAL MOTORS CORPORATION
 DATED SEPTEMBER 12, 2008




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TABLE OF CONTENTS
 PageARTICLE IDEFINITIONSSection 1.01 401K Matching
    
    
    3Section 1.02 Access Agreement
    
    
    3Section 1.03 Active Basic Life Insurance
    
    
    3Section 1.04 Actual Applicable Labor Reimbursement Percentage
    
    
    3Section 1.05 Actual Pre-Effective Date Subsidy
    
    
    3Section 1.06 Additional Labor Reimbursement
    
    
    3Section 1.07 Adjusted Sale Proceeds
    
    
    4Section 1.08 Adjustment Determination Date
    
    
    4Section 1.09 Adjustment Payment Calculation
    
    
    4Section 1.10 Adjustment Payment Date
    
    
    4Section 1.11 Administrative Costs  National Benefit Center
    
    
    4Section 1.12 Adrian Facility
    
    
    4Section 1.13 Affiliates
    
    
    4Section 1.14 Agreement
    
    
    4Section 1.15 Anaheim Facility
    
    
    4Section 1.16 Anderson Facility
    
    
    4Section 1.17 Applicable Hours
    
    
    4Section 1.18 Applicable Labor Reimbursement Percentage
    
    
    5Section 1.19 Applicable Production Cash Burn Percentage
    
    
    5Section 1.20 Applicable Workers Compensation
    
    
    5Section 1.21 Approved Annual Amount
    
    
    5Section 1.22 Article III Dispute
    
    
    5Section 1.23 Assignment and Assumption Agreement  Industrial Revenue Bonds
    
    
    5Section 1.24 Assumed Liabilities
    
    
    5Section 1.25 Athens Facility
    
    
    5Section 1.26 Bankruptcy Code
    
    
    5Section 1.27 Bankruptcy Court
    
    
    5Section 1.28 Bankruptcy Rules
    
    
    6Section 1.29 Base Monthly Warranty Level
    
    
    6Section 1.30 Bereavement Leave
    
    
    6Section 1.31 Booked Business
    
    
    6Section 1.32 Business Closing Date
    
    
    6Section 1.33 Business Optionee
    
    
    6Section 1.34 Business Optionees
    
    
    6Section 1.35 Business Optionor
    
    
    6Section 1.36 Business Outside Date
    
    
    6Section 1.37 Business Transaction
    
    
    6Section 1.38 Brookhaven Facility
    
    
    6
 
 *
    
    Portion of Exhibit has been omitted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request.




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PageSection 1.39 BTAB Process
    
    
    6Section 1.40 Cancellation Claims
    
    
    6Section 1.41 Capital Procurement Agreement
    
    
    6Section 1.42 Capital Procurement Payment
    
    
    6Section 1.43 Chapter 11 Cases
    
    
    7Section 1.44 Clinton Facility
    
    
    7Section 1.45 Closing Date
    
    
    7Section 1.46 COLA
    
    
    7Section 1.47 Columbus Facility
    
    
    7Section 1.48 Component Parts
    
    
    7Section 1.49 Confirmation Order
    
    
    7Section 1.50 Contract Term
    
    
    7Section 1.51 Contractual Savings
    
    
    7Section 1.52 Contribution Date
    
    
    7Section 1.53 Coopersville Facility
    
    
    7Section 1.54 DAS
    
    
    7Section 1.55 Debtors
    
    
    7Section 1.56 Delphi
    
    
    7Section 1.57 Delphi Assets
    
    
    7Section 1.58 Delphi Automotive Systems Business
    
    
    8Section 1.59 Delphi Material Impact
    
    
    8Section 1.60 Delphi Guaranty Parties
    
    
    8Section 1.61 Delphi Notice
    
    
    8Section 1.62 Delphi Parties
    
    
    8Section 1.63 Delphi Plan
    
    
    8Section 1.64 Delphi Products 
    
    
    8Section 1.65 Delphi-Related Parties
    
    
    8Section 1.66 Delphi Retained Employment Liabilities
    
    
    8Section 1.67 Delphi Supplier Cancellation Claims
    
    
    8Section 1.68 Delphi Suppliers
    
    
    8Section 1.69 Disability/Sickness & Accident
    
    
    9Section 1.70 Dispute Resolution Termination Date
    
    
    9Section 1.71 DTI
    
    
    9Section 1.72 Effective Date
    
    
    9Section 1.73 Employer Taxes
    
    
    9Section 1.74 Employment Outside Date
    
    
    9Section 1.75 Employment Party
    
    
    9Section 1.76 Employment Transfer
    
    
    9Section 1.77 Employment Transfer Facility
    
    
    9Section 1.78 Encumbrance
    
    
    9Section 1.79 Environmental Matters Agreement
    
    
    9Section 1.80 Excess Interiors Proceeds
    
    
    9Section 1.81 Excess Labor Costs
    
    
    10Section 1.82 Excess Sandusky Proceeds
    
    
    10Section 1.83 Excess Steering Proceeds
    
    
    10Section 1.84 Existing Agreements
    
    
    10
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PageSection 1.85 Financial Services Supply Agreement
    
    
    10Section 1.86 Fitzgerald Facility
    
    
    10Section 1.87 Flint East Facility
    
    
    10Section 1.88 Flint West Facility
    
    
    10Section 1.89 Footprint Facilities
    
    
    10Section 1.90 Global Interiors & Closures Business
    
    
    10Section 1.91 Global Sourcing
    
    
    11Section 1.92 Global Steering Business
    
    
    11Section 1.93 GM GPSC
    
    
    12Section 1.94 GM Parties
    
    
    12Section 1.95 GM Purchase Order
    
    
    12Section 1.96 GM-Related Parties
    
    
    12Section 1.97 GM Suppliers
    
    
    12Section 1.98 Grand Rapids Facility
    
    
    12Section 1.99 Guaranteed Agreements
    
    
    13Section 1.100 Holiday
    
    
    13Section 1.101 Home Avenue Facility
    
    
    13Section 1.102 IAM MOU
    
    
    13Section 1.103 IBEW MOUs
    
    
    13Section 1.104 Including or including
    
    
    13Section 1.105 Income Tax Allocation Agreement
    
    
    13Section 1.106 Independence Week
    
    
    13Section 1.107 Information
    
    
    13Section 1.108 Initial Payment Date
    
    
    13Section 1.109 Initial Sale Proceeds
    
    
    13Section 1.110 Intellectual Property Contracts Transfer Agreement
    
    
    14Section 1.111 Intellectual Property License Agreement
    
    
    14Section 1.112 Intellectual Property Transfer Agreement
    
    
    14Section 1.113 Interiors Advance
    
    
    14Section 1.114 Invoice Delivery Date
    
    
    14Section 1.115 IP License
    
    
    14Section 1.116 IUE-CWA
    
    
    14Section 1.117 IUE-CWA Business
    
    
    14Section 1.118 IUE-CWA Keep Facilities
    
    
    14Section 1.119 IUE-CWA MOU
    
    
    14Section 1.120 IUOE MOUs
    
    
    14Section 1.121  JOBs banks 
    
    
    15Section 1.122 Jury Duty
    
    
    15Section 1.123 Kettering Facility
    
    
    15Section 1.124 Kokomo Facility
    
    
    15Section 1.125 Labor Cost Amount
    
    
    15Section 1.126 Labor Cost Line Items
    
    
    16Section 1.127 Labor MOUs
    
    
    16Section 1.128 Laurel Facility
    
    
    16Section 1.129 Liquidity Support Agreement
    
    
    16Section 1.130 Lockport Facility
    
    
    16
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PageSection 1.131 Management Controls of Employee Costs
    
    
    16Section 1.132 Master Separation Agreement
    
    
    17Section 1.133 Mexican Business
    
    
    17Section 1.134 Military Leave
    
    
    17Section 1.135 Milwaukee E&C Facility
    
    
    17Section 1.136 Milwaukee E&S Facility
    
    
    17Section 1.137 MNS-2 Payment
    
    
    17Section 1.138 Moraine Facility
    
    
    17Section 1.139 MRA Consummation Date
    
    
    17Section 1.140 Needmore Road Facility
    
    
    17Section 1.141 Net-15th Prox
    
    
    17Section 1.142 Net Working Capital
    
    
    18Section 1.143 Night Shift Premium
    
    
    18Section 1.144 Non-GM Business
    
    
    18Section 1.145 Non-Income Tax Indemnification Agreement
    
    
    18Section 1.146 OE
    
    
    18Section 1.147 OE Parts
    
    
    18Section 1.148 Olathe Facility
    
    
    18Section 1.149 Option Designee
    
    
    18Section 1.150 Original Agreements
    
    
    18Section 1.151 Original Restructuring Agreement
    
    
    18Section 1.152 Outstanding GM Purchase Order
    
    
    18Section 1.153 Overtime Premium
    
    
    18Section 1.154 Paid Pre-Effective Date Subsidy
    
    
    18Section 1.155 Party or Parties
    
    
    18Section 1.156 PAYGO Health Care
    
    
    18Section 1.157 Performance Bonus
    
    
    19Section 1.158 Permitted Encumbrance
    
    
    19Section 1.159 Person
    
    
    19Section 1.160 Petition Date
    
    
    19Section 1.161 Plan
    
    
    19Section 1.162 Possessor
    
    
    19Section 1.163 Post 2009 Workers Compensation
    
    
    19Section 1.164 Pre-Effective Date Subsidy Statement
    
    
    20Section 1.165 Prior Relationship
    
    
    20Section 1.166 Production Cash Burn
    
    
    20Section 1.167 Profit Sharing
    
    
    20Section 1.168 Proposed Purchaser
    
    
    20Section 1.169 PRP Employees
    
    
    20Section 1.170 Red Circle Period
    
    
    20Section 1.171 Reimbursement Adjustment Amount
    
    
    20Section 1.172 Related Parties
    
    
    21Section 1.173 Requestor
    
    
    21Section 1.174 Restructuring Dispute
    
    
    21Section 1.175 Retained Liabilities
    
    
    21Section 1.176 Retention Period
    
    
    21
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PageSection 1.177 Rochester Facility
    
    
    21Section 1.178 Saginaw E&C Assets
    
    
    21Section 1.179 Saginaw E&C Facility
    
    
    21Section 1.180 Saginaw Steering Facility
    
    
    21Section 1.181 Sale Businesses
    
    
    21Section 1.182 Sale Facility
    
    
    22Section 1.183 Sale Proceeds
    
    
    22Section 1.184 Sandusky Advance
    
    
    22Section 1.185 Sandusky Business
    
    
    22Section 1.186 Sandusky Facility
    
    
    23Section 1.187 Separation Costs
    
    
    23Section 1.188 SEPO
    
    
    23Section 1.189 Settlement Agreement
    
    
    23Section 1.190 Severance
    
    
    23Section 1.191 Standard GM Terms
    
    
    23Section 1.192 Straight Time
    
    
    23Section 1.193 Steering Advance
    
    
    23Section 1.194 Suggestion Awards
    
    
    23Section 1.195 Supplemental Unemployment Benefits
    
    
    23Section 1.196 Support End Date
    
    
    24Section 1.197 Support Facilities
    
    
    24Section 1.198 Support Period
    
    
    24Section 1.199 Tooling
    
    
    24Section 1.200 Trademark and Trade Name Agreement
    
    
    24Section 1.201 Training and Legal
    
    
    24Section 1.202 Transaction Facilitation Agreement
    
    
    24Section 1.203 Transformation Plan
    
    
    24Section 1.204 UAW
    
    
    24Section 1.205 UAW Footprint Facilities
    
    
    24Section 1.206 UAW Keep Business
    
    
    25Section 1.207 UAW Keep Facilities
    
    
    25Section 1.208 UAW MOU
    
    
    25Section 1.209 UAW Sale Business
    
    
    25Section 1.210 UAW Wind-down Facilities
    
    
    25Section 1.211 Unrecovered Separation Costs
    
    
    25Section 1.212 Unsold Business
    
    
    25Section 1.213 USW
    
    
    25Section 1.214 USW MOUs
    
    
    25Section 1.215 Vacation
    
    
    25Section 1.216 Vandalia Facility
    
    
    25Section 1.217 Warranty Settlement Agreement
    
    
    25Section 1.218 Warren Facility
    
    
    26Section 1.219 Wichita Falls Facility
    
    
    26Section 1.220 Wind-down Facilities
    
    
    26
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PageARTICLE IICERTAIN EXHIBITS TO BE FILED UNDER SEALSection 2.01 Identification of Exhibits to the Filed Under Seal
    
    
    27ARTICLE IIIREVENUE PLANSection 3.01 Existing Agreements
    
    
    28Section 3.02 Contract Extensions
    
    
    29Section 3.03 Price Down Arrangements
    
    
    29Section 3.04 New Business Awards at UAW Keep Facilities
    
    
    30Section 3.05 New Business Awards at IUE-CWA Keep Facilities
    
    
    30Section 3.06 Reserved
    
    
    30Section 3.07 Other New Business Awards
    
    
    30Section 3.08 First Opportunity Process
    
    
    30Section 3.09 Pricing and Other Business Terms for Certain Booked
Business and New Business Awards
    
    
    30Section 3.10 Dispute Resolution
    
    
    31Section 3.11 Limitations on Global Sourcing
    
    
    31Section 3.12 Bidding Opportunities
    
    
    32Section 3.13 Temporary Acceleration of Payment Terms
    
    
    33Section 3.14 Keep Site Right of Last Refusal
    
    
    33ARTICLE IVFACILITIES PORTFOLIOSection 4.01 Labor Reimbursement
    
    
    34Section 4.02 Production Cash Burn Breakeven
    
    
    36Section 4.03 Sunset Requirements
    
    
    40Section 4.04 GM Working Capital Backstop for Sale Facilities
    
    
    42Section 4.05 Additional Terms Regarding Sale Facilities
    
    
    47Section 4.06 Treatment of Unsold Businesses and the Transfer of Certain Employees
    
    
    48Section 4.07 Additional Terms Regarding Wind-Down Facilities
    
    
    56Section 4.08 Additional Terms Regarding Footprint Facilities
    
    
    56Section 4.09 Additional Terms Regarding UAW Keep Facilities
    
    
    56ARTICLE VTREATMENT OF LEGACY AGREEMENTS; ORDINARY COURSE MATTERS;
INDEMNIFICATIONSection 5.01 Disposition of Agreements with GM
    
    
    57Section 5.02 Limitation of Existing Indemnification Obligations
    
    
    62
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PageSection 5.03 Reserved
    
    
    62Section 5.04 Reserved
    
    
    62Section 5.05 Reserved
    
    
    62Section 5.06 Access to Information
    
    
    62Section 5.07 Record Retention
    
    
    63Section 5.08 Reimbursement
    
    
    64Section 5.09 Product Liability Claims
    
    
    65Section 5.10 Cooperation
    
    
    66Section 5.11 Continuation of Limited Employee Related Matters
    
    
    67ARTICLE VIACCESS AGREEMENT AND KEEP SITE FACILITATION PAYMENTSSection 6.01 Access Agreement
    
    
    67Section 6.02 Keep Site Facilitation Payments
    
    
    68ARTICLE VIIEFFECTIVENESSSection 7.01 Effectiveness
    
    
    68ARTICLE VIIIMISCELLANEOUSSection 8.01 On-Going Setoff Provisions
    
    
    68Section 8.02 Termination Provisions
    
    
    69Section 8.03 Guaranty by Delphi
    
    
    69Section 8.04 Continued Ownership of DAS
    
    
    71Section 8.05 Cooperation with Financial Reporting
    
    
    71Section 8.06 Cancellation Claims
    
    
    72Section 8.07 Tooling Acknowledgment
    
    
    72Section 8.08 Reserved
    
    
    73Section 8.09 No Undisclosed Agreements or Commitments
    
    
    73Section 8.10 Governing Law; Jurisdiction; Venue
    
    
    73Section 8.11 Dispute Resolution
    
    
    73Section 8.12 No Solicitation
    
    
    73Section 8.13 Negotiations Not Admissible
    
    
    74Section 8.14 Specific Performance
    
    
    74Section 8.15 Representations and Warranties of Delphi and GM
    
    
    74Section 8.16 Waiver; Modification; Amendment
    
    
    74Section 8.17 Binding Effect; Assignments
    
    
    74Section 8.18 Third Party Beneficiaries
    
    
    75Section 8.19 Notices
    
    
    75Section 8.20 Waiver of Right to Trial by Jury
    
    
    76
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PageSection 8.21 Service of Process
    
    
    76Section 8.22 Interpretation
    
    
    77Section 8.23 Expenses
    
    
    77Section 8.24 Entire Agreement; Parties Intentions; Construction
    
    
    77Section 8.25 Severability
    
    
    77Section 8.26 Headings
    
    
    78Section 8.27 Counterparts
    
    
    78
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EXHIBITS
 Exhibit 1.24*
    
    Assumed LiabilitiesExhibit 1.175*
    
    Retained LiabilitiesExhibit 1.178
    
    Excluded Saginaw AssetsExhibit 1.187*
    
    Separation CostsExhibit 3.01(a)(i)*
    
    Outstanding GM Purchase OrdersExhibit 3.01(b)*
    
    Recently Awarded BusinessExhibit 3.01(b)(i)*
    
    Booked Business Pricing to Be AgreedExhibit 3.02*
    
    Contract ExtensionsExhibit 3.03(a)*
    
    Changes in Manufacturing LocationExhibit 3.07*
    
    New Business AwardsExhibit 3.08(a)*
    
    FOP ProgramsExhibit 3.08(b)*
    
    First Opportunity ProcessExhibit 3.12
    
    Sites That Are on New Business Hold As of
September 11, 2008Exhibit 3.14*
    
    ROLRExhibit 4.01(a)
    
    Form of Monthly Invoice for Excess Labor CostsExhibit 4.02(b)*
    
    Form of Monthly Invoice for the Aggregate Amount
of the Applicable Cash Burn Percentage of
Production Cash Burn Incurred at all Support
FacilitiesExhibit 4.02(i)*
    
    Letter from Bill Hurles, of GM, to Jeff
Paprocki, of Delphi, dated February 1, 2007Exhibit 5.01(a)(i)
    
    Environmental Matters Agreement between Delphi
Automotive Systems Corporation (n/k/a Delphi)
and GM, dated as of October 1998Exhibit 5.01(a)(iv)
    
    Amended and Restated Agreement for the
Allocation of United States Federal, State and
Local Income Taxes dated as of December 16, 1998
between Delphi Automotive Systems Corporation
(n/k/a Delphi) and GMExhibit 5.01(a)(v)
    
    Agreement for Indemnification of United States
Federal, State and Local Non-Income Taxes dated
as of December 16, 1998 between Delphi
Automotive Systems Corporation (n/k/a Delphi)
and GMExhibit 5.01(a)(vi)
    
    Assignment and Assumption Agreement
 Industrial
Development Bonds dated as of January 1, 1999
between DAS and GMExhibit 5.01(a)(vii)(i)
    
    Lease Agreement dated as of May 1, 2000 between
Delphi Canada Inc. and General Motors of Canada
Limited, as amended August 1, 2002
 
 *
    
    Portion of Exhibit has been omitted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request.




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Exhibit 5.01(a)(vii)(ii)
    
    Oshawa Labour & Management Agreement between
Delphi Canada, Inc. and General Motors Canada
Limited dated as of May 1, 2000.Exhibit 5.01(a)(vii)(iii)
    
    Administrative Services Agreement between Delphi
Canada, Inc. and General Motors Canada Limited
dated as of May 1, 2000.Exhibit 5.01(a)(viii)
    
    Trademark and Trade Name Agreement dated as of
January 1, 1999 between Delphi Automotive
Systems Corporation (n/k/a Delphi), DAS, and GMExhibit 5.01(a)(ix)
    
    Intellectual Property Contracts Transfer
Agreement dated as of December 4, 1998, between
DTI and GM, as amended October 31, 2001Exhibit 5.01(a)(x)
    
    Intellectual Property License Agreement dated as
of December 4, 1998, between DTI and GMExhibit 5.01(a)(xi)
    
    Intellectual Property Transfer Agreement dated
as of December 4, 1998 between DTI and GMExhibit 5.01(a)(xii)
    
    Technology Transfer Agreement dated December 4,
1998, between DTI and GMExhibit 5.01(a)(xiv)
    
    Real Estate Assignment and Assumption AgreementsExhibit 5.01(b)(i)
    
    UAW  GM  Delphi Memorandum of Understanding
Regarding Benefit Plan Treatment between UAW,
GM, and Delphi Automotive Systems Corporation
(n/k/a Delphi) dated September 30, 1999Exhibit 5.01(b)(ii)
    
    Letter agreement dated March 4, 1999 between
Delphi and GM concerning certain asbestos
liability, as supplemented by letter agreement
dated May 10, 1999 between Delphi and GMExhibit 5.01(b)(iii)
    
    Investment Tax Credit Transfer Agreement dated
December 8, 2000 between Delphi Automotive
Systems Corporation (n/k/a Delphi) and GMExhibit 5.01(b)(iv)
    
    Management Services Agreement dated September
19, 2002, as amended, among Delphi Corporation
and General Motors Management Corporation,
Delphi Mechatronic Systems, Inc., Packard-Hughes
Interconnect Company and ASEC Manufacturing
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Exhibit 5.01(b)(v)
    
    Battery Facilitation Agreement  Transaction
Summary dated as of March 21, 2005 between
Delphi and GMExhibit 5.01(b)(vi)
    
    Agreement dated as of June 3, 2005 between
Delphi and GM concerning certain matters related
to Collins & Aikman CorporationExhibit 5.11(c)
    
    Certain Employment Related ClaimsExhibit 6.01*
    
    Access Agreement Term Sheet
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AMENDED AND RESTATED MASTER RESTRUCTURING AGREEMENT
 Agreement Delphi GM Party Parties
 RECITALS
 Transformation Plan
 (i)
    
    Modification of Delphis labor agreements;(ii)
    
    Allocation of responsibilities between Delphi and GM concerning
(a) certain legacy obligations, including various pension and other
post-employment benefit obligations; (b) costs associated with the
transformation of the Debtors business (including the provision of financial
and other forms of support by GM in connection with certain businesses that
Delphi shall retain and certain businesses that Delphi intends to sell or wind
down); (c) the restructuring of ongoing contractual relationships; and (d) the
amount and treatment of GMs claims in the Chapter 11 Cases;(iii)
    
    Streamlining of Delphis product portfolio to capitalize on
its world-class technology and market strengths and making the necessary
manufacturing alignment with Delphis new focus;(iv)
    
    Transformation of Delphis salaried work force in keeping with
a sustainable cost structure and streamlined product portfolio; and(v)
    
    Resolution of Delphis pension issues.




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Original Restructuring Agreement Original Agreements
       MRA-2




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ARTICLE I
 DEFINITIONS
 401K Matching
 Access Agreement
 Active Basic Life Insurance
 Actual Applicable Labor Reimbursement Percentage
 Actual Pre-Effective Date Subsidy
 Additional Labor Reimbursement
 MRA-3




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Adjusted Sale Proceeds
 Adjustment Determination Date
 Adjustment Payment Calculation
 Adjustment Payment Date
 Administrative Costs  National Benefit Center
 Adrian Facility
 Affiliates
 Agreement
 Anaheim Facility
 Anderson Facility
 Applicable Hours provided however
 MRA-4




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Applicable Labor Reimbursement Percentage
 Applicable Production Cash Burn Percentage GM Percentage provided however
 Applicable Workers Compensation
 Approved Annual Amount
 Article III Dispute
 Assignment and Assumption Agreement  Industrial Revenue Bonds
 Assumed Liabilities Exhibit 1.24
 Athens Facility
 Bankruptcy Code
 Bankruptcy Court
 MRA-5




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Bankruptcy Rules
 Base Monthly Warranty Level
 Bereavement Leave
 Booked Business
 Business Closing Date
 Business Optionee
 Business Optionees
 Business Optionor
 Business Outside Date
 Business Transaction
 Brookhaven Facility
 BTAB Process
 Cancellation Claims
 Capital Procurement Agreement
 Capital Procurement Payment
 MRA-6




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Chapter 11 Cases
 Clinton Facility
 Closing Date
 COLA
 Columbus Facility
 Component Parts
 Confirmation Order
 Contract Term
 Contractual Savings
 Contribution Date
 Coopersville Facility
 DAS
 Debtors
 Delphi
 Delphi Assets
 MRA-7




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Delphi Automotive Systems Business
 Delphi Material Impact
 Delphi Guaranty Parties
 Delphi Notice
 Delphi Parties
 Delphi Plan
 Delphi Products
 Delphi-Related Parties
 Delphi Retained Employment Liabilities provided however
 Delphi Supplier Cancellation Claims
 Delphi Suppliers
 MRA-8




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Disability/Sickness & Accident
 Dispute Resolution Termination Date
 DTI shall have the meaning ascribed to such term in section 5.01(a)(i) hereof
 Effective Date shall have the meaning ascribed to such term in 7.01 hereof
 Employer Taxes
 Employment Outside Date
 Employment Party
 Employment Transfer
 Employment Transfer Facility
 Encumbrance
 Environmental Matters Agreement
 Excess Interiors Proceeds less less provided however
 MRA-9




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Excess Labor Costs
 Excess Sandusky Proceeds less less provided however
 Excess Steering Proceeds less less provided however
 Existing Agreements
 Financial Services Supply Agreement
 Fitzgerald Facility
 Flint East Facility
 Flint West Facility
 Footprint Facilities
 Global Interiors & Closures Business
 MRA-10




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provided provided
 Global Sourcing
 Global Steering Business KDAC provided
 MRA-11




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provided provided
 GM GPSC
 GM Parties
 GM Purchase Order
 GM-Related Parties
 GM Suppliers
 Grand Rapids Facility
 MRA-12




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Guaranteed Agreements
 Holiday
 Home Avenue Facility
 IAM MOU
 IBEW MOUs
 Including including
 Income Tax Allocation Agreement
 Independence Week
 Information
 Initial Payment Date
 Initial Sale Proceeds
 MRA-13




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Intellectual Property Contracts Transfer Agreement
 Intellectual Property License Agreement
 Intellectual Property Transfer Agreement
 Interiors Advance
 Invoice Delivery Date
 IP License
 IUE-CWA
 IUE-CWA Business
 IUE-CWA Keep Facilities
 IUE-CWA MOU
 IUOE MOUs
 MRA-14




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JOBs banks
 Jury Duty
 Kettering Facility
 Kokomo Facility
 Labor Cost Amount provided however provided further provided further provided further
 MRA-15




---



##### 



Labor Cost Line Items provided however
 Labor MOUs
 Laurel Facility
 Liquidity Support Agreement
 Lockport Facility
 Management Controls of Employee Costs provided
 MRA-16




---



##### 



Master Separation Agreement
 Mexican Business
 Military Leave
 Milwaukee E&C Facility
 Milwaukee E&S Facility
 MNS-2 Payment
 Moraine Facility
 MRA Consummation Date
 Needmore Road Facility
 Net-15th Prox
 MRA-17




---



##### 



Net Working Capital
 Night Shift Premium
 Non-GM Business
 Non-Income Tax Indemnification Agreement
 OE
 OE Parts
 Olathe Facility
 Option Designee
 Original Agreements
 Original Restructuring Agreement
 Outstanding GM Purchase Order
 Overtime Premium
 Paid Pre-Effective Date Subsidy
 Party Parties
 PAYGO Health Care
 MRA-18




---



##### 



Performance Bonus
 Permitted Encumbrance
 Person
 Petition Date
 Plan
 Possessor
 Post 2009 Workers Compensation
 MRA-19




---



##### 



Pre-Effective Date Subsidy Statement
 Prior Relationship
 Production Cash Burn Exhibit 4.02(b) Exhibit 4.02(b) Exhibit 4.02(b) provided however Exhibit 4.02(b) Exhibit 4.02(b) Exhibit 4.02(b) Exhibit 4.02(b)
 Profit Sharing
 Proposed Purchaser
 PRP Employees
 Red Circle Period
 Reimbursement Adjustment Amount
 MRA-20




---



##### 



Related Parties
 Requestor
 Restructuring Dispute
 Retained Liabilities Exhibit 1.175 provided however
 Retention Period
 Rochester Facility
 Saginaw E&C Assets Exhibit 1.178
 Saginaw E&C Facility
 Saginaw Steering Facility
 Sale Businesses
 MRA-21




---



##### 



Sale Facility Sale Facilities
 Sale Proceeds
 Sandusky Advance
 Sandusky Business provided provided provided
 MRA-22




---



##### 



Sandusky Facility
 Separation Costs Exhibit 1.187 provided however Exhibit 1.187
 SEPO
 Settlement Agreement
 Severance
 Standard GM Terms
 Straight Time
 Steering Advance
 Suggestion Awards
 Supplemental Unemployment Benefits
 MRA-23




---



##### 



Support End Date provided however
 Support Facilities
 Support Period
 Tooling
 Trademark and Trade Name Agreement
 Training and Legal
 Transaction Facilitation Agreement
 Transformation Plan
 UAW
 UAW Footprint Facilities
 MRA-24




---



##### 



UAW Keep Business
 UAW Keep Facilities
 UAW MOU
 UAW Sale Business
 UAW Wind-down Facilities
 Unrecovered Separation Costs
 Unsold Business
 USW
 USW MOUs
 Vacation
 Vandalia Facility
 Warranty Settlement Agreement
 MRA-25




---



##### 



Warren Facility
 Wichita Falls Facility
 Wind-down Facilities
 MRA-26




---



##### 



ARTICLE II
 CERTAIN EXHIBITS TO BE FILED UNDER SEAL
 Identification of Exhibits to the Filed Under Seal
   -
    
    Exhibit 1.24. Assumed Liabilities.-
    
    Exhibit 1.175. Retained Liabilities.-
    
    Exhibit 1.178. Excluded Saginaw Assets.-
    
    Exhibit 1.187. Separation Costs.-
    
    Exhibit 3.01(a)(i). Outstanding GM Purchase Orders.-
    
    Exhibit 3.01(b). Recently Awarded Business.-
    
    Exhibit 3.01(b)(i). Booked Business Pricing to Be Agreed.-
    
    Exhibit 3.02. Contract Extensions.-
    
    Exhibit 3.03(a). Changes in Manufacturing Location.-
    
    Exhibit 3.07. New Business Awards.-
    
    Exhibit 3.08(a). FOP Programs.-
    
    Exhibit 3.08(b). First Opportunity Process.-
    
    Exhibit 3.12. Sites That Are on New Business Hold As of September 11, 2008.-
    
    Exhibit 3.14. ROLR-
    
    Exhibit 4.02(b). Form of Monthly Invoice for the Aggregate Amount of the
Applicable Cash Burn Percentage of Production Cash Burn Incurred at all Support
Facilities.-
    
    Exhibit 4.02(i). Letter from Bill Hurles, of GM, to Jeff Paprocki, of
Delphi, dated February 1, 2007.-
    
    Exhibit 6.01. Access Agreement Term Sheet.
 MRA-27




---



##### 



ARTICLE III
 REVENUE PLAN
 Existing Agreements
 Component Parts Existing Agreements provided however Outstanding GM Purchase Order Exhibit 3.01(a)(i)
 Exhibit 3.01(b) Booked
Business
 MRA-28




---



##### 



Exhibit
3.01(b)(i)
 Contract Term UAW Keep Business UAW Sale Business IUE-CWA Business Mexican
Business
 Contract Extensions Exhibit 3.02 Exhibit 3.02 Exhibit 3.02 Exhibit 3.02
 Price Down Arrangements
 Contractual Savings provided however
 MRA-29




---



##### 



Exhibit
3.03(a)
  New Business Awards at UAW Keep Facilities
 New Business Awards at IUE-CWA Keep Facilities
 Reserved
 Other New Business Awards Exhibit 3.07
 First Opportunity Process Exhibit 3.08(a) Exhibit 3.08(b)
 Pricing and Other Business Terms for Certain Booked Business and New Business
Awards
 MRA-30




---



##### 



Dispute Resolution Article III Dispute
 Limitations on Global Sourcing
  MRA-31




---



##### 



Bidding Opportunities
 MRA-32




---



##### 



provided Exhibit 3.12
 Temporary Acceleration of Payment Terms Temporary Acceleration of
Payment Terms
    Keep Site Right of Last Refusal Exhibit 3.14
 MRA-33




---



##### 



ARTICLE IV
 FACILITIES PORTFOLIO
 Labor Reimbursement
    provided however
   MRA-34




---



##### 



Paid Pre-Effective Date Subsidy Pre-Effective Date Subsidy Statement Actual Pre-Effective Date Subsidy
  Exhibit 4.01(a) Exhibit 4.01(a)
  MRA-35




---



##### 



provided however
  provided however
  Production Cash Burn Breakeven
 Support
Facilities Support Period provided however
 MRA-36




---



##### 



Exhibit 4.02(b) Exhibit 4.02(b)
   provided however
 MRA-37




---



##### 



Warranty Cost
Amount Base Monthly Warranty Level provided however
 MRA-38




---



##### 



provided however
  Exhibit 4.02(i)
    MRA-39




---



##### 



provided however provided however
 Sunset Requirements
  MRA-40




---



##### 



BTAB Process provided
 provided
  MRA-41




---



##### 



provided
 GM Working Capital Backstop for Sale Facilities
       MRA-42




---



##### 



Interiors Advance
          MRA-43




---



##### 



Sandusky Advance
        MRA-44




---



##### 



Steering
Advance
     MRA-45




---



##### 



Estimated Payment
Calculation
 Adjustment Payment Calculation
 provided
 MRA-46




---



##### 



Additional Terms Regarding Sale Facilities
 provided however provided further
 provided
 provided however
  MRA-47




---



##### 



Treatment of Unsold Businesses and the Transfer of Certain Employees
  Business Optionor Business
Optionors Business Optionee Business Optionees Unsold Business Option Unsold Business Options Unsold Business Unsold Businesses Business Transaction Business Transactions
 Business Closing Date provided
  MRA-48




---



##### 



MRA-49




---



##### 



provided however Business Outside
Date Business Outside Dates
  MRA-50




---



##### 



MRA-51




---



##### 



MRA-52




---



##### 



Employment Transfer Facility Employment Transfer
Facilities Employment Transfer Employment Transfers Employment
Party Employment Parties Employment Outside Date Employment Outside Dates
   MRA-53




---



##### 



provided further provided however
 MRA-54




---



##### 



MRA-55




---



##### 



Additional Terms Regarding Wind-Down Facilities
    Additional Terms Regarding Footprint Facilities
    Additional Terms Regarding UAW Keep Facilities
 MRA-56




---



##### 



ARTICLE V
 TREATMENT OF LEGACY AGREEMENTS; ORDINARY COURSE MATTERS; INDEMNIFICATION
 Disposition of Agreements with GM
 Agreements Executed in Connection with the Separation to Be Assumed
 Environmental Matters Agreement Environmental Matters Agreement Exhibit 5.01(a)(i) provided however DTI Master Separation
Agreement
 Reserved
 Reserved
 Income Tax Allocation Agreement Income Tax Allocation Agreement Exhibit 5.01(a)(iv) provided however
 Non-Income Tax Indemnification Agreement Non-Income Tax Indemnification Agreement Exhibit 5.01(a)(v) provided
 MRA-57




---



##### 



however provided further
 Assignment and Assumption Agreement  Industrial Development
Bonds Assignment and Assumption
Agreement  Industrial Development Bonds Exhibit
5.01(a)(vi)
 Oshawa Lease Exhibit
5.01(a)(vii)(i) Exhibit 5.01(a)(vii)(ii) Exhibit 5.01(a)(vii)(iii) provided however
 Trademark and Trade Name Agreement Trademark and Trade Name
Agreement Exhibit 5.01(a)(viii)
 Intellectual Property Contracts Transfer Agreement Intellectual Property
Contracts Transfer Agreement Exhibit 5.01(a)(ix) provided however provided further
 MRA-58




---



##### 



Intellectual Property License Agreement Intellectual Property License Agreement Exhibit
5.01(a)(x) provided however
 Intellectual Property Transfer Agreement Intellectual Property Transfer Agreement Exhibit
5.01(a)(xi) provided however provided further
 Technology Transfer Agreement Technology Transfer Agreement Exhibit
5.01(a)(xii)
 Reserved
 Real Estate Assignment and Assumption Agreements Exhibit
5.01(a)(xiv)
 Agreements Executed After the Separation to Be Assumed
 MRA-59




---



##### 



UAW  GM  Delphi Memorandum of Understanding Regarding Benefit Plan
Treatment Exhibit 5.01(b)(i)
 Letter Agreement Concerning Certain Asbestos Liability Exhibit 5.01(b)(ii)
 Investment Tax Credit Transfer Agreement Exhibit 5.01(b)(iii)
 Management Services Agreement Exhibit
5.01(b)(iv)
 Battery Facilitation Agreement Exhibit 5.01(b)(v)
 C&A Agreement Exhibit 5.01(b)(vi)
 Existing Agreements
 Tooling Agreements
 MRA-60




---



##### 



Tooling Agreements
 Assumption, Reinstatement, or Ratification in the Entirety
 Postpetition Agreements
 Debtor Agreements provided however
 Non-Debtor Agreements
  provided however provided however
 Limitations on Cure Costs, Rejection Damages, or Assurances
 MRA-61




---



##### 



Limitation of Existing Indemnification Obligations
 Reserved
 Reserved
 Reserved
 Access to Information
 Related Parties Contribution
Date Requestor Prior Relationship Information
 Possessor
 MRA-62




---



##### 



Record Retention
   MRA-63




---



##### 



Reimbursement
 MRA-64




---



##### 



Product Liability Claims
 Delphi
Products
    MRA-65




---



##### 



Recall and Warranty Campaigns
 Reserved
 Notice
 Cooperation
  MRA-66




---



##### 



Continuation of Limited Employee Related Matters
 provided however SEPO
  Exhibit 5.11(c)
  ARTICLE VI
 ACCESS AGREEMENT AND KEEP SITE FACILITATION PAYMENTS
 Access Agreement
 MRA-67




---



##### 



Exhibit 6.01 Access Agreement
 Keep Site Facilitation Payments
 ARTICLE
VII
 EFFECTIVENESS
 Effectiveness Effective Date provided however MRA Consummation Date
 ARTICLE VIII
 MISCELLANEOUS
 On-Going Setoff Provisions provided however
 MRA-68




---



##### 



provided further however
 Termination Provisions
    Guaranty by Delphi
 Delphi Guaranty Parties Guaranteed Agreements
  MRA-69




---



##### 



Delphi Material Impact Delphi
Notice provided however provided further however Dispute Resolution Termination Date
 MRA-70




---



##### 



Continued Ownership of DAS provided however
 Cooperation with Financial Reporting
   MRA-71




---



##### 



Cancellation Claims
 provided however Cancellation Claims
 Delphi Supplier
Cancellation Claims
    Tooling Acknowledgment
 Tooling Accessories
  MRA-72




---



##### 



Reserved
 No Undisclosed Agreements or Commitments
 Governing Law; Jurisdiction; Venue provided however provided further provided further
 Dispute Resolution
 No Solicitation
 MRA-73




---



##### 



Negotiations Not Admissible provided however
 Specific Performance
 Representations and Warranties of Delphi and GM
  provided however
   Waiver; Modification; Amendment
 Binding Effect; Assignments
 MRA-74




---



##### 



provided however
 Third Party Beneficiaries
 Notices
  
  
 MRA-75




---



##### 



Waiver of Right to Trial by Jury
 Service of Process
 MRA-76




---



##### 



Interpretation
  Reserved
  $
  Expenses
 Entire Agreement; Parties Intentions; Construction
 Severability
 MRA-77




---



##### 



Headings
 Counterparts
  MRA-78




---



##### 



IN WITNESS WHEREOF
 DELPHI CORPORATION
    
    
    
    GENERAL MOTORS CORPORATION
 By:
    
    /s/ John D. Sheehan
    
    
    
    By:
    
    /s/ Frederick A. HendersonName:
    
    John D. Sheehan
    
    
    
    Name:
    
    Frederick A. HendersonTitle:
    
    Vice President, Chief Restructuring
Officer
    
    
    
    Title:
    
    President and Chief Operating
Officer
 MRA-79




---



##### 



Exhibit 1.24  Assumed Liabilities
 
 **
    
    Confidential Materials omitted and filed separately with the Securities and Exchange Commission.
Asterisks denote omissions.




---



##### 



Exhibit 1.24
 Assumed Liabilities [ * * ]
 
 **
    
    Confidential Materials omitted and filed separately with the Securities and Exchange Commission.
Asterisks denote omissions.




---



##### 



Exhibit 1.175  Retained Liabilities
 
 **
    
    Confidential Materials omitted and filed separately with the Securities and Exchange Commission.
Asterisks denote omissions.




---



##### 



Exhibit 1.175
 Retained Liabilities [* *]
 
 **
    
    Confidential Materials omitted and filed separately with the Securities and Exchange Commission.
Asterisks denote omissions.




---



##### 



Exhibit 1.178
Excluded Saginaw Assets




---



##### 



Exhibit 1.169 Saginaw E&C Assets  Excluded AssetsDescription
    
    Purpose
    
    Manufacturer
    
    Model Number
    
    Serial Number
    
    Location
    
    Planned Removal DateSAP Label Printers
    
    Support Contract Manufacturing
    
    INTE/TEC8
    
    601 XP
    
    
    01647
    
    
    Dock #5 (10.199.190.50)
    
    August-08INTE/TEC8
    
    601 XP
    
    
    01758
    
    
    Dock #2 Supv. OfficeINTE/TEC8
    
    601 XP
    
    
    01769
    
    
    S & T Truck Plt 1INTE/TEC8
    
    601 XP
    
    
    01773
    
    
    PC & L Office (10.199.190.155)INTE/TEC8
    
    601 XP
    
    
    01775
    
    
    S & T Truck Plt 1INTE/TEC8
    
    601 XP
    
    
    01797
    
    
    Dock #2 (10.199.190.47)INTE/TEC8
    
    601 XP
    
    
    01993
    
    
    Plt #1 Genl Supv. OfficeINTE/TEC8
    
    601 XP
    
    
    06195
    
    
    Dock #3 (10.199.190.45)INTE/TEC8
    
    601 XP
    
    
    06197
    
    
    Dock #4 Receiving OfficeINTE/TEC8
    
    601 XP
    
    
    06357
    
    
    Barb Yaxs Office (10.199.190.8INTE/TEC8
    
    601 XP
    
    
    06521
    
    
    Plt #5 UnitizingWireless Access Point
    
    Support Contract Manufacturing
    
    Cisco
    
    AIR-MP-20B-A-K9
    
    
    
    
    
    Dock 2 Col A36  Plant 2
    
    August-08Wireless Access Point
    
    
    
    Cisco
    
    AIR-MP-20B-A-K9
    
    
    
    
    
    Dock 3 Col E34  Plant 3Wireless Access Point
    
    
    
    Cisco
    
    AIR-MP-20B-A-K9
    
    
    
    
    
    Dock 5 Shipping Dock  Plant 5Wireless Access Point
    
    
    
    Cisco
    
    AIR-MP-20B-A-K9
    
    
    
    
    
    Dock 4 Col D15Wireless Access Point
    
    
    
    Cisco
    
    AIR-AP1231G-A-K9
    
    
    
    
    
    Administration Building EastWireless Access Point
    
    
    
    Cisco
    
    AIR-AP1231G-A-K9
    
    
    
    
    
    Administration Building SouthCore Switch
    
    
    
    Cisco
    
    Catalyst 5500 Series
    
    
    
    Computer Room Switch ACore Switch
    
    
    
    Cisco
    
    Catalyst 5500 Series
    
    
    
    Computer Room Switch BSwitch
    
    
    
    Cisco
    
    Catalyst 5505 Series
    
    
    
    Plant 4 North Col H32Switch
    
    
    
    Cisco
    
    Catalyst 5505 Series
    
    
    
    Plant 3 North Col C32Switch
    
    
    
    Cisco
    
    Catalyst 5505 Series
    
    
    
    Plant 5 North Col E7Switch
    
    
    
    Cisco
    
    Catalyst 5505 Series
    
    
    
    Plant 5 West Col L17Switch
    
    
    
    Cisco
    
    Catalyst 5500 Series
    
    
    
    Admin EastWAN
    
    
    
    Cisco
    
    7206 Series VXR
    
    
    
    
    
    Computer RoomACNEMA EnclosureUPSDGD File and Print Server
    
    Support Contract Manufacturing
    
    
    
    
    
    
    
    
    
    
    
    August-08SAP Console ServerSAP System Down ServerMulti Axis Test Fixture with 458, 498 controller
    
    Support Contract
Manufacturing and ongoing
validation
    
    
    
    
    
    
    
    
    
    
    
    July-082 Single Axis Test BenchesTorque gun #3223 Techmotive CP-Model T0661020SSP3 Techmotive Visual Supervisor & laptop3 MTS Controllers + 1 slave controller used to control 6 Single Axis Test Benches
 Page 1 of 3




---



##### 



EquipmentTruck #
    
    MSSI #
    
    Model
    
    Serial #
    
    Class
    
    Area
    
    Dept. Name
    
    Dept. #
    
    Description
    
    ManufactureCRANEMC-158
    
    
    12688
    
    
    333OB
    
    
    6225409
    
    
    
    4.3
    
    
    Maintenance
    
    Facilities
    
    0F19
    
    CRANE 8 TON
    
    DROTT CARRYDECKMC-166
    
    
    12670
    
    
    
    M10-30
    
    
    
    8170281123C
    
    
    
    4.3
    
    
    Maintenance
    
    machine repair
    
    0F19
    
    CRANE 1350# CAP.
    
    GREER HERCULIFTMC-209
    
    
    12658
    
    
    IC200-1A
    
    
    22627
    
    
    
    4.3
    
    
    Maintenance
    
    Plant 5 Bone yard
    
    0F19
    
    CRANE 30,000 # CAP
    
    BRODERSONFIRE TRUCKFB-12
    
    
    12659
    
    
    
    
    
    
    
    2I14B78
    
    
    
    4.1
    
    
    SECURITY
    
    Out of svc, east shed
    
    
    
    FIRE TRUCK PUMPER
    
    Scat PumperFORK TRUCKTR19
    
    
    12704
    
    
    ERC 060
    
    
    N324619
    
    
    
    1.1
    
    
    P-3
    
    STORES, DOWN OUT OF SERVICE
    
    
    
    LIFT TRUCK, 6000# CAP. ELEC.
    
    YALEMOWERLM-2
    
    
    12709
    
    
    
    F735
    
    
    CF735X01114
    
    
    8
    
    
    Maintenance
    
    Out of Svc
    
    0F19
    
    LAWNMOWER MID-SIZE FRONT 60 DECK
    
    JOHN DEERELM-3
    
    
    12675
    
    
    
    12G702
    
    
    
    96121959
    
    
    
    8
    
    
    Maintenance
    
    Out of Svc
    
    0F19
    
    LAWNMOWER LAWNBOY PUSH
    
    LAWNBOYLM-7
    
    
    12676
    
    
    
    91202
    
    
    980728YB
    
    
    8
    
    
    Maintenance
    
    Out of Svc
    
    0F19
    
    LAWN EDGER McCLANE GAS
    
    McCLANELM-8
    
    
    12712
    
    
    FS 85
    
    XABXS0254RB
    
    
    8
    
    
    Maintenance
    
    Out of Svc
    
    0F19
    
    LAWN WEEDWACKER STIHL GAS
    
    STIHLLM-9
    
    
    12632
    
    
    
    318777
    
    
    13AP698G731
    
    
    8
    
    
    Maintenance
    
    Out of Svc
    
    0F19
    
    Rider Mower
    
    HuskeePERSONAL TRANSPORTPT-6
    
    
    12685
    
    
    
    E-240
    
    
    
    611131
    
    
    
    4.2
    
    
    Maintenance
    
    Facilities,
    
    0F19
    
    Green Stripe 3-WHEEL PERSONAL TRANSPORT
    
    MOTRECSKID STEER LOADERLM-220
    
    
    12633
    
    
    Scat Trak/1350
    
    
    4N0030
    
    
    
    6
    
    
    Maintenance
    
    FACILITIES
    
    0F19
    
    SKID STEER LOADER
    
    KOEHRINGSNOW BLOWERLM-10
    
    
    12640
    
    
    
    924501
    
    
    
    131
    
    
    
    8
    
    
    Maintenance
    
    FACILITIES
    
    0F19
    
    AREINS, SNOW BLOWER
    
    ARIENSTRACTORLM-45
    
    
    12861
    
    
    
    140
    
    
    
    34145J
    
    
    
    8
    
    
    Maintenance
    
    Out of Svc
    
    0F19
    
    TRACTOR LAWN/SNOW REMOVAL
    
    INTERNATIONAL HARVESTER
 Page 2 of 3




---



##### 



EquipmentTruck #
    
    MSSI #
    
    Model
    
    Serial #
    
    Class
    
    Area
    
    Dept. Name
    
    Dept. #
    
    Description
    
    ManufactureTRUCKLM-215
    
    
    12655
    
    
    70 SERIES
    
    BL7D1P6LV01
    
    
    8
    
    
    Maintenance
    
    Out of Svc
    
    0F19
    
    GM CHEVY STAKERACK/ PLOW TRUCK
    
    CHEVROLETLM-219
    
    
    12708
    
    
    GENERAL
    
    49EJ9V63148
    
    
    8
    
    
    Maintenance
    
    Out of Svc
    
    0F19
    
    GM GMC TRUCK SNOW PLOW
    
    GMCLM-6
    
    
    12654
    
    
    
    C 30
    
    
    BJC34K51E199
    
    
    8
    
    
    Maintenance
    
    FACILITIES
    
    0F19
    
    GM CHEVY RED DUMP TRUCK
    
    CHEVROLETLM-5
    
    
    12695
    
    
    7000 SERIES
    
    C17DE9V10072
    
    
    8
    
    
    Maintenance
    
    Out of Svc
    
    0F19
    
    GM CHEVY TRUCK SALT SPREADER
    
    GMCWALKIEL-23
    
    
    12679
    
    
    MCW040
    
    
    B819N01781T
    
    
    
    3.1
    
    
    P-2,4
    
    Kitties
    
    
    
    WALKIE STACKER LIFT TRUCK, 4000# ELEC
    
    YALEL-25
    
    
    12678
    
    
    MCW040
    
    
    B819N01691T
    
    
    
    3.1
    
    
    Truck Repair
    
    extra
    
    
    
    WALKIE STACKER LIFT TRUCK, 4000# ELEC
    
    YALEMachinery and EquipmentEquipment/Cell
    
    
    
    
    
    
    
    
    
    Current
Location
(Plant)Quad Front and Rear rotor cell (R3)
    
    
    5R1 Cargill  211/231 Rear knuckle
    
    
    5R4 Cargill  P90 rear knuckle
    
    
    5F1 Rotor  U/W front rotor service
    
    
    5T-truck Knuckle Transfer cell
    
    
    2, 4Saturn LS Front Knuckle Transfer cell
    
    
    2, 4T-truck Assy Cell
    
    
    1J-Car Knuckle
    
    
    2, 4GMT900 Knuckle R&B #1
    
    
    3GMT900 Knuckle R&B #2
    
    
    3GMT900 Knuckle R&B #3
    
    
    3GMT900 Knuckle Retool Cell
    
    
    3GMT900 Assy Cell #2
    
    
    3GMT900 Assy Cell #3
    
    
    3GMX 211 Rear Axle
Assembly Line (Fixed Line  A18)
    
    OshawaRobots
    
    SAP #
    
    Asset Tag #
    
    LocationTraining Robot
    
    
    3051306
    
    
    
    1043463
    
    
    
    1Training Robot
    
    
    3051286
    
    
    
    10191
    
    
    
    1Training Robot
    
    
    3051426
    
    
    
    10193
    
    
    
    1Training Robot
    
    
    3051307
    
    
    
    10231
    
    
    
    1
 Page 3 of 3




---



##### 



Line / Program
    
    Product / Process
    
    Plant LocationSYS II 800
    
    Rotor Machining
    
    Plant 2/4Sys 2/3 EMAG
    
    Rotor Machining
    
    Plant 2/4Sys 3 EMAG
    
    Rotor Machining
    
    Plant 3GMT610
    
    Corner Assembly
    
    Plant 2/4GMX 295
    
    Knuckle Machining
    
    Plant 3
 FORK TRUCKS
 Truck #
    
    MSSI #
    
    Model
    
    Serial #
    
    Class
    
    Area
    
    Dept. Name
    
    Dept. #
    
    Equipment Description
    
    ManufacturerTR355
    
    
    12686
    
    
    E60XL2
    
    CO98D03629U
    
    
    1.1
    
    
    P-5
    
    DOCK 5
    
    
    
    LIFT TRUCK, 8000# CAP. ELEC.
    
    HYSTER COMPANYTR130
    
    
    12680
    
    
    E60XL2
    
    C098D03609U
    
    
    1.1
    
    
    Maintenance
    
    Truck Repair Loaner
    
    OM9A
    
    LIFT TRUCK, 8000# CAP. ELEC.
    
    HYSTER COMPANYTR16
    
    
    12707
    
    
    FTD-020
    
    R1915-98
    
    
    1.1
    
    
    P-3
    
    STORES, UP
    
    
    
    LIFT TRUCK, 1930# CAP. ELEC.
    
    BAKERTR170
    
    
    12697
    
    
    E65XM
    
    F106V10263U
    
    
    1.1
    
    
    Maintenance
    
    Truck Repair Loaner
    
    OM9A
    
    LIFT TRUCK, 6500# CAP. ELEC.
    
    HYSTER COMPANYTR200
    
    
    12691
    
    
    E100XL2
    
    C096D03642U
    
    
    1.1
    
    
    Maintenance
    
    Carpenter Shop
    
    0F19
    
    LIFT TRUCK, 10000# CAP. ELEC.
    
    HYSTER COMPANYTR330
    
    
    12682
    
    
    E80XL2
    
    C098D03617U
    
    
    1.1
    
    
    P-3
    
    EXTRA
    
    OM9C
    
    LIFT TRUCK, 8000# CAP. ELEC.
    
    HYSTER COMPANYTR340
    
    
    12683
    
    
    E100XL2
    
    C098D03618U
    
    
    1.1
    
    
    Maintenance
    
    P-3
    
    0F19
    
    LIFT TRUCK, 10000# CAP. ELEC.
    
    HYSTER COMPANYTR360
    
    
    12687
    
    
    E80XL2
    
    C098D03630U
    
    
    1.1
    
    
    P-3
    
    DOCK 3
    
    OM9C
    
    LIFT TRUCK, 8000# CAP. ELEC.
    
    HYSTER COMPANYTR370
    
    
    12688
    
    
    E80XL2
    
    C098D03632U
    
    
    1.1
    
    
    P-3
    
    SYSTEM ASSM 3
    
    OM9C
    
    LIFT TRUCK, 8000# CAP. ELEC.
    
    HYSTER COMPANYTR41
    
    
    12710
    
    
    FTD-080
    
    U-1917A-572
    
    
    1.1
    
    
    Maintenance
    
    Gon Repair
    
    0F19
    
    LIFT TRUCK, 8000# CAP. ELEC.
    
    BAKERTR510
    
    
    12684
    
    
    E100XL2
    
    C098D03620U
    
    
    1.1
    
    
    Maintenance
    
    MAINTENANCE
    
    0F19
    
    LIFT TRUCK, 10000# CAP. ELEC.
    
    HYSTER COMPANYTR590
    
    
    12699
    
    
    E65XM
    
    F108V10265U
    
    
    1.1
    
    
    P-3
    
    Truck Repair Extra
    
    
    
    LIFT TRUCK, 6500# CAP. ELEC.
    
    HYSTER COMPANYTR199
    
    
    12635
    
    
    31R45TN
    
    031E8711184
    
    
    1.5
    
    
    Maintenance
    
    Head Shop (P-6)
    
    0F19
    
    LIFT TRUCK, 4500# CAP. ELEC.
    
    RAYMONDTR205
    
    
    12636
    
    
    31R45TN
    
    031E8711185
    
    
    1.5
    
    
    Maintenance
    
    Head Shop
    
    0F19
    
    LIFT TRUCK, 4500# CAP. ELEC.
    
    RAYMOND




---



##### 



Exhibit 1.187  Separation Costs
 
 **
    
    Confidential Materials omitted and filed separately with the Securities and Exchange Commission.
Asterisks denote omissions.




---



##### 



Exhibit 1.187
 One-Time Information Technology Separation Costs
 [* *]
 [* *]  [* *]  [* *]  [* *]
 [* *]
 [* *]  [* *]
 [* *]
 [* *]  [* *]  [* *]  [* *]
 [* *]
 [* *]  [* *]  [* *]  [* *]  [* *]
 [* *]
 [* *]  [* *]  [* *]  [* *]
 [* *]
 [* *]  [* *]
 
 Confidential Materials omitted and filed separately with the Securities and Exchange Commission.
Asterisks denote omissions.




---



##### 



Exhibit 3.01(a) (i) Outstanding GM Purchase Orders
 Program
    
    Opportunity
    
    P.O. (Contract)
    
    Issue[* *]
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *]
 
 Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.




---



##### 



Exhibit 3.01(b)  Recently Awarded Business
    
    
    
    [* *]
 Program
    
    GM Creativity Team
    
    Opportunity
    
    [* *]
    
    DIV[* *]
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *][* *]
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *]
 
 Note:
    
    GM & Delphi have discussed & jointly agreed on the above specified new product program awards.**
    
    Confidential Materials omitted and filed separately with the Securities and Exchange Commission.
Asterisks denote omissions.




---



##### 



Exhibit 3.01(b) (i) Certain Recently Awarded Business (Without Price Confirmation)
 Division
    
    Program
    
    Opportunity
    
    Remarks[* *]
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *][* *]
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *][* *]
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *][* *]
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *]
 
 **
    
    Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.




---



##### 



Exhibit 3.02  Contract Extensions [* *]
[ **Four Page Spreadsheet Omitted** ]
 
 Confidential Materials omitted and filed separately
with the Securities and Exchange Commission. Asterisks denote omissions.




---



##### 



Exhibit 3.03(a) Changes in Manufacturing Location
 Product
    
    Product Line
    
    PBU
    
    Current Location
    
    New Location
    
    [* *][* *]
    
    [* *]
    
    
    [* *]
    
    
    [* *]
    
    
    [* *]
    
    
    [* *][* *]
    
    [* *]
    
    
    [* *]
    
    
    [* *]    
    
    [* *]    
    
    [* *][* *]
    
    [* *]    
    
    [* *]    
    
    [* *]    
    
    [* *]    
    
    [* *][* *]
    
    [* *]    
    
    [* *]    
    
    [* *]    
    
    [* *]    
    
    [* *][* *]
    
    [* *]    
    
    [* *]    
    
    [* *]    
    
    [* *]    
    
    [* *][* *]
    
    [* *]    
    
    [* *]    
    
    [* *]    
    
    [* *]    
    
    [* *][* *]
    
    [* *]    
    
    [* *]    
    
    [* *]    
    
    [* *]    
    
    [* *][* *]
    
    [* *]    
    
    [* *]    
    
    [* *]    
    
    [* *]    
    
    [* *][* *]
    
    [* *]    
    
    [* *]    
    
    [* *]    
    
    [* *]    
    
    [* *][* *]
    
    [* *]    
    
    [* *]    
    
    [* *]    
    
    [* *]    
    
    [* *][* *]
    
    [* *]    
    
    [* *]    
    
    [* *]    
    
    [* *]    
    
    [* *][* *]
    
    [* *]    
    
    [* *]    
    
    [* *]    
    
    [* *]    
    
    [* *][* *]
    
    [* *]    
    
    [* *]    
    
    [* *]    
    
    [* *]    
    
    [* *][* *]
    
    [* *]    
    
    [* *]    
    
    [* *]    
    
    [* *]    
    
    [* *][* *]
    
    [* *]    
    
    [* *]    
    
    [* *]    
    
    [* *]    
    
    [* *][* *]
    
    [* *]    
    
    [* *]    
    
    [* *]    
    
    [* *]    
    
    [* *][* *]
    
    [* *]    
    
    [* *]    
    
    [* *]    
    
    [* *]    
    
    [* *][* *]
    
    [* *]    
    
    [* *]    
    
    [* *]    
    
    [* *]    
    
    [* *]
 Note:
    
    [* *] 
 Confidential Materials omitted and filed separately
with the Securities and Exchange Commission. Asterisks denote omissions.




---



##### 



Exhibit 3.07  RFQ A Other New Business Awards
 Program
    
    GM Creativity Team
    
    Opportunity
    
    [* *]
    
    Div[* *]
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *][* *]
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *][* *]
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *][* *]
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *][* *]
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *][* *]
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *][* *]
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *][* *]
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *][* *]
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *][* *]
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *][* *]
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *][* *]
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *][* *]
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *][* *]
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *][* *]
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *][* *]
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *][* *]
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *][* *]
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *][* *]
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *][* *]
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *][* *]
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *][* *]
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *][* *]
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *][* *]
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *][* *]
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *][* *]
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *][* *]
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *][* *]
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *][* *]
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *][* *]
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *][* *]
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *][* *]
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *]A List - Total
Value

    
    [* *]
 Note:
    
    [* *] 
 Confidential Materials omitted and filed separately
with the Securities and Exchange Commission. Asterisks denote omissions.




---



##### 



Exhibit 3.08(a)  FOP Programs
 Program
    
    GM Creativity Team
    
    Opportunity
    
    [* *]
    
    Div[* *]
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *][* *]
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *][* *]
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *][* *]
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *][* *]
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *][* *]
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *][* *]
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *][* *]
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *][* *]
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *][* *]
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *][* *]
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *][* *]
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *][* *]
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *]
    
    
    
    [* *]Total
    

    [* *]
 Note:
    
    [* *] 
 Confidential Materials omitted and filed separately
with the Securities and Exchange Commission. Asterisks denote omissions.




---



##### 



EXHIBIT
 3.08(b)
 FIRST OPPORTUNITY PROCESS
 1.
    
    GM will [* *] [5 pages omitted and filed separately]
 
 **
    
    Confidential Materials omitted and filed separately with the Securities and Exchange Commission.
Asterisks denote omissions. 1 of 1




---



##### 



Exhibit 3.12
 
 Site
    
    Location
    
    DUNSNONE




---



##### 



EXHIBIT 3.14
 RIGHT OF LAST REFUSAL
 1.
    
    With respect to any ROLR to be provided by GM to Delphi under Section 3.14 of the MRA, [* *]
[1 page omitted and filed separately].
 
 **
    
    Confidential Materials omitted and filed separately with the Securities and Exchange Commission.
Asterisks denote omissions. 1 of 1




---



##### 



Exhibit 4.01(a)  Form of Monthly Invoice for Excess Labor Costs




---



##### 



EXHIBIT 4.01 A (i)-Labor Subsidy Invoice for the Red Circle Period
The Information contained herein shall not be disclosed to any member of GM Global Purchasing and Supply Chain
NOTE: One such Invoice shall be provided for each the UAW, IUE and
USW pursuant to Section 4.01 B (1)
 Q4 2008
    
    
    Q1 2007
    
    
    Q2  2007
    
    
    Q3 2007 (only July and August 2007)Labor Cost
    
    
    Memo: Total US3,4
    
    
    Labor Cost
    
    
    Memo: Total US3,4
    
    
    Labor Cost
    
    
    Memo: Total US3,4
    
    
    Labor Cost
    
    
    Memo: Total US3,4
    
    
    Labor Cost
    
    
    Memo: Total US3,4
    
    
    Labor Cost
    
    
    Memo: Total US3,4
    
    
    Labor Cost
    
    
    Memo: Total US3,4
    
    
    Labor Cost
    
    
    Memo: Total US3,4($000)
    
    
    ($000)
    
    
    ($/hr)
    
    
    ($000)
    
    
    ($000)
    
    
    ($000)
    
    
    ($/hr)
    
    
    ($000)
    
    
    ($000)
    
    
    ($000)
    
    
    ($/hr)
    
    
    ($000)
    
    
    ($000)
    
    
    ($000)
    
    
    ($/hr)
    
    
    ($000)Straight Time
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    COLA
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Subtotal Wages
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Overtime Premium
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Night Shift Premium
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Independence Week
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Vacation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Holiday
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Jury Duty
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Bereavement Leave
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Military Leave
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Profit Sharing
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Suggestion Award
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Performance Bonus
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Subtotal Wage Related
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total Wage & Related
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Employer Taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Applicable Workers Compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
Legally Required

    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    401K Matching
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    PAYGO Healthcare
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Training and Legal Funds
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Supplemental Unemployment Benefits and Severance
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Disability/Sickness and Accident
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Administrative Costs  NBC
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Active Basic Life Insurance
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total Benefits
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Item X1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Item Y1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Additional Agreed Upon Items1,2
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total Labor Cost (included in Subsidy)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Labor Subsidy CalculationActive Hours
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Time $26/hr
    
    X 26/hr
    
    
    
    
    
    X 26/hr
    
    
    
    
    
    X 26/hr
    
    
    
    
    
    X 26/hr
    
    
    
    
    
    X 29/hr
    
    
    
    
    
    X 26/hr
    
    
    
    
    
    X 26/hr
    
    

    
    X 26/hrTotal labor cost @ $26/hr
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Labor Subsidy
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Memo: Costs Not Included 2Signing Bonus (2003 Contract)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Workers Compensation (Pre - 2006)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Other Non Agreed Upon Items
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Pension

    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    OPEB (Traditional and Ongoing)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Subtotal Legacy/Fixed Cost
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 1
    
    For costs that are not specific to the sites covered under the subsidy and have
allocation amounts GM shall require the total US labor cost associated with that line item.2
    
    Relates to other labor cost items that the parties agree
upon in writing as per the definition of Labor cost Line Items in the
Restructuring Agreement. Such amounts will be itemized.3
    
    Costs related only to plants included in the labor subsidy4
    
    Includes only existing locations as of emergence unless costs are allocated to additional
US sites in the future




---



##### 



EXHIBIT
4.01 A (ii)  Actual Labor Subsidy for Ongoing Periods
 The Information contained herein shall not be disclosed to any member of GM Global Purchasing and
Supply Chain
 NOTE: One such Invoice shall be provided on a monthly basis
 Labor Cost
    
    Memo: Total US 3,4
    
    Labor Cost
    
    Memo: Total US 34($ 000)
    
    ($ 000)
    
    ($/hr)
    
    ($ 000)Straight Time
    
    
    
    
    
    
    
    
    
    
    COLA (only for Red Circle Period)
    

XXX
    
    
    
    
    
    XXXSubtotal Wages
    
    
    
    
    
    
    
    
    
    
    Overtime Premium
    
    
    
    
    
    
    
    
    
    
    Night Shift Premium
    
    
    
    
    
    
    
    
    
    
    Independence Week (only for Red Circle Period)
    
    XXX
    
    
    
    
    
    XXXVacation
    
    
    
    
    
    
    
    
    
    
    Holiday
    
    
    
    
    
    
    
    
    
    
    Jury Duty
    
    
    
    
    
    
    
    
    
    
    Bereavement Leave
    
    
    
    
    
    
    
    
    
    
    Military Leave
    
    
    
    
    
    
    
    
    
    
    Profit Sharing (only for Red Circle Period)
    
    XXX
    
    
    
    
    
    XXXSuggestion Awards
    
    
    
    
    
    
    
    
    
    
    Performance Bonus
    
    
    
    
    
    
    
    
    
    
    Subtotal Wage Related
    
    
    
    
    
    
    
    
    
    
    Total Wage & Related
    
    
    
    
    
    
    
    
    
    
    Employer Taxes
    
    
    
    
    
    
    
    
    
    
    Applicable Workers Compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total Legally Required
    
    
    
    
    
    
    
    
    
    
    401 K Matching
    
    
    
    
    
    
    
    
    
    
    PAYGO Healthcare
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Training and Legal Funds (only for Red Circle Period)
    
    XXX
    
    
    
    
    
    XXXSupplemental Unemployment Benefits and Severance
    
    
    
    
    
    
    
    
    
    
    Disability/Sickness and Accident
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Administrative Costs  NBC
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Active Basic Life Insurance
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total Benefits
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Item X 1
    
    
    
    
    
    
    
    
    
    
    Item Y 1
    
    
    
    
    
    
    
    
    
    
    Additional
Agreed Upon Items1,2
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total Labor Cost (Included in Subsidy)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Labor Subsidy CalculationActive Hours
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Times $26/hr
    
    X 26/hr
    
    
    
    
    
    X 26/hrTotal labor cost @ $26/hr
    
    
    
    
    
    
    
    
    
    
    Labor Subsidy
    
    
    
    
    
    
    
    
    
    
    Memo: Costs Not Included2Signing Bonus (2003 Contract)
    
    
    
    
    
    
    
    
    
    
    Workers Compensation (Pre - 2006)
    
    
    
    
    
    
    
    
    
    
    Other Non Agreed Upon Items
    
    
    
    
    
    
    
    
    
    
    Pension
    
    
    
    
    
    
    
    
    
    
    OPEB (Traditional and Ongoing)
    
    
    
    
    
    
    
    
    
    
    Subtotal Legacy/Fixed Cost
    
    
    
    
    
    
    
    
    
    
    
 
 1
    
    For costs that are not specific to the sites covered under the subsidy and have
allocation amounts GM shall require the total US labor cost associated with that line Item.2
    
    Relates to other labor cost Items that the Parties agree upon in writing as
per the definition of Labor Cost Line Items in the Restructuring Agreement. Such amounts
will be itemized.3
    
    Costs related only to plants included in the labor subsidy4
    
    Includes only existing locations as of emergence unless costs are allocated to
additional US sites in the future




---



##### 



EXHIBIT 4.01 A (iii)  Forecast Labor Subsidy
 The information contained herein shall not be disclosed to any member of GM Global Purchasing and Supply Chain
 ALL PLANTS INCLUDED IN LABOR SUBSIDY
    
    

ALL PLANTS INCLUDED IN PRODUCTION CASH BURN2008
    
    
    
    
    
    
    2008Q1
    
    Q2
    
    Q3
    
    Q4
    
    CY
    
    2009
    
    
    Q1
    
    Q2
    
    Q3
    
    Q4
    
    CY
    
    2009Forecast headcount:Production
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Skilled
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Layoff/Separation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Leave
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Estimated rate per hour:Production
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Skilled
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Layoff/Separation (Per employee $000s)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Leave (Per employee ($000s)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Hours
    
    
    500
    
    
    
    500
    
    
    
    500
    
    
    
    500
    
    
    
    2,000
    
    
    
    2,000Labor Subsidy $Mils
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    




---



##### 



EXHIBIT 4.01 A (iv)  Headcount Data
 The information contained herein shall not be disclosed to any member of GM Global Purchasing and Supply Chain
 The following detail will be provide for actual headcount on a plant by plant basis for those plants included in both Labor Subsidy and Production Cash Burn
 SKILLED AND PRODUCTION
 PRE-PLANT
    
    ACTIVE
    
    BANK
    
    TLO
    
    LEAVES
    
    TOTAL
    
    ILO-VOL
    
    ILO-OTH
    
    TOTAL
    
    TEMP
    
    RETIRE
    
    PERD
    
    TFTAll Plants Covered by
Wage SubsidyTOTAL
    
    0
    
    0
    
    0
    
    0
    
    0
    
    0
    
    0
    
    0
    
    0
    
    0
    
    0
    
    0
 PRODUCTION ONLY
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    PRE-PLANT
    
    ACTIVE
    
    BANK
    
    TLO
    
    LEAVES
    
    TOTAL
    
    ILO-VOL
    
    ILO-OTH
    
    TOTAL
    
    TEMP
    
    RETIRE
    
    PERD
    
    TFTAll Plants Covered by
Wage SubsidyTOTAL
    
    0
    
    0
    
    0
    
    0
    
    0
    
    0
    
    0
    
    0
    
    0
    
    0
    
    0
    
    0
 SKILLED ONLY
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    PRE-PLANT
    
    ACTIVE
    
    BANK
    
    TLO
    
    LEAVES
    
    TOTAL
    
    ILO-VOL
    
    ILO-OTH
    
    TOTAL
    
    TEMP
    
    RETIRE
    
    PERD
    
    TFTAll Plants Covered by
Wage SubsidyTOTAL
    
    0
    
    0
    
    0
    
    0
    
    0
    
    0
    
    0
    
    0
    
    0
    
    0
    
    0
    
    0




---



##### 



EXHIBIT 4.01 A (v)  Facility Sales Data
 The information contained herein shall not be disclosed to any member of GM Global Purchasing and Supply Chain
 NOTE: Numbers used above are for illustrative purposes only.
 Monthly Facility Sales Detail
    
    Month Actual$ millions
    
    Grand Rapids
    
    Kokomo
    
    Lockport
    
    Rochester
    
    Month Total
    
    Year to DateGM
    
    
    8
    
    
    
    40
    
    
    
    50
    
    
    
    41
    
    
    
    139
    
    
    
    1,663Tier to GM
    
    
    1
    
    
    
    2
    
    
    
    5
    
    
    
    1
    
    
    
    9
    
    
    
    107Allied  GM
    
    
    1
    
    
    
    9
    
    
    
    6
    
    
    
    4
    
    
    
    19
    
    
    
    229Allied  Non-GM
    
    
    1
    
    
    
    1
    
    
    
    2
    
    
    
    1
    
    
    
    4
    
    
    
    52Other (Non-GM)
    
    
    3
    
    
    
    5
    
    
    
    0
    
    
    
    3
    
    
    
    10
    
    
    
    125TOTAL
    
    
    15
    
    
    
    56
    
    
    
    63
    
    
    
    49
    
    
    
    181
    
    
    
    2,176Memo: Non-GM
    
    
    4
    
    
    
    5
    
    
    
    2
    
    
    
    3
    
    
    
    15
    
    
    
    177Non-GM as a % of Total Sales
    
    
    28
    %
    
    
    9
    %
    
    
    4
    %
    
    
    7
    %
    
    
    8
    %
    
    
    8
    %Non-GM Revenue Limit
(Month/YTD)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20
    
    
    
    240
  NOTE:




---



##### 



Exhibit 4.02(b)  Form of Monthly Invoice for the Aggregate Amount of the Applicable Cash Burn
Percentage of Production Cash Burn Incurred at all Support Facilities
 
 Confidential Materials omitted and filed separately with the Securities and Exchange Commission.
Asterisks denote omissions.




---



##### 



EXHIBIT 4.02 B
[* *]
 Income Statement Input  Template to be used for all Applicable Support Facilities
 L
    
    
    
    
    
    
    
    Account
    
    
    
    
    
    ReimbursementN
    
    
    
    ($000s)
    
    General Ledger Number
    
    Comment
    
    Amount1
    
    [* *]
    
    
    
    
    
    
    5
    
    
    
    [* *]
    
    
    
    2
    
    [* *]
    
    
    
    
    
    
    5
    
    
    
    
    
    
    
    3
    
    [* *]
    
    
    
    
    
    
    5
    
    
    
    
    
    
    
    4
    
    [* *]
    
    
    
    
    
    
    5
    
    
    
    
    
    
    
    5
    
    [* *]
    
    
    
    
    
    
    5
    
    
    
    
    
    
    
    6
    
    [* *]
    
    
    
    
    
    
    5
    
    
    
    
    
    
    
    7
    
    [* *]
    
    
    
    
    
    
    5
    
    
    
    
    
    
    
    8
    
    [* *]
    
    
    
    
    
    
    5
    
    
    
    
    
    
    
    9
    
    [* *]
    
    
    
    
    
    
    5
    
    
    
    
    
    
    
    10
    
    [* *]
    
    
    
    
    
    
    5
    
    
    
    
    
    
    
    11
    
    [* *]
    
    
    
    
    
    
    5
    
    
    
    
    
    
    
    12
    
    [* *]
    
    
    
    
    
    
    5
    
    
    
    
    
    
    
    13
    
    [* *]
    
    
    
    
    
    
    5
    
    
    
    
    
    
    
    14
    
    [* *]
    
    
    
    
    
    
    5
    
    
    
    
    
    
    
    15
    
    [* *]
    
    
    
    
    
    
    5
    
    
    
    
    
    
    
    16
    
    [* *]
    
    
    
    
    
    
    5
    
    
    
    
    
    
    
    17
    
    [* *]
    
    
    
    
    
    
    5
    
    
    
    
    
    
    
    18
    
    [* *]
    
    
    
    
    
    
    5
    
    
    
    
    
    
    
    19
    
    [* *]
    
    
    
    
    
    
    5
    
    
    
    
    
    
    
    20
    
    [* *]
    
    
    
    
    
    
    5
    
    
    
    
    
    
    
    21
    
    [* *]
    
    
    
    
    
    
    5
    
    
    
    
    
    
    
    22
    
    [* *]
    
    
    
    
    
    
    5
    
    
    
    
    
    
    
    23
    
    [* *]
    
    
    
    
    
    
    5
    
    
    
    
    
    
    
    24
    
    [* *]
    
    
    
    
    
    
    5
    
    
    
    
    
    
    
    25
    
    [* *]
    
    
    
    
    
    
    5
    
    
    
    
    
    
    
    26
    
    [* *]
    
    
    
    
    
    
    5
    
    
    
    
    
    
    
    27
    
    [* *]
    
    
    
    
    
    
    5
    
    
    
    
    
    
    
    28
    
    [* *]
    
    
    
    
    
    
    5
    
    
    
    
    
    
    
    29
    
    [* *]
    
    
    
    
    
    
    5
    
    
    
    
    
    
    
    30
    
    [* *]
    
    
    
    
    
    
    5
    
    
    
    
    
    
    
    31
    
    [* *]
    
    
    
    
    
    
    5
    
    
    
    
    
    
    
    32
    
    [* *]
    
    
    
    
    
    
    5
    
    
    
    
    
    
    
    33
    
    [* *]
    
    
    
    
    
    
    5
    
    
    
    
    
    
    
    34
    
    [* *]
    
    
    
    
    
    
    5
    
    
    
    
    
    
    
    35
    
    [* *]
    
    
    
    
    
    
    5
    
    
    
    
    
    
    
    36
    
    [* *]
    
    
    
    
    
    
    5
    
    
    
    
    
    
    
    37
    
    [* *]
    
    
    
    
    
    
    5
    
    
    
    
    
    
    
    38
    
    
    
    
    [* *]
    
    
    
    5
    
    
    
    
    
    
    
    39
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    40
    
    [* *]
    
    
    
    
    
    
    6
    
    
    
    [* *]
    
    
    
    41
    
    [* *]
    
    
    
    
    
    
    6
    
    
    
    
    
    
    
    42
    
    [* *]
    
    
    
    
    
    
    6
    
    
    
    
    
    
    
    43
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    44
    
    [* *]
    
    
    
    
    
    
    6
    
    
    
    
    
    
    
    45
    
    [* *]
    
    
    
    
    
    
    6
    
    
    
    
    
    
    
    46
    
    [* *]
    
    
    
    
    
    
    6
    
    
    
    
    
    
    
    47
    
    [* *]
    
    
    
    
    
    
    6
    
    
    
    
    
    
    
    48
    
    [* *]
    
    
    
    
    
    
    6
    
    
    
    
    
    
    
    49
    
    [* *]
    
    
    
    
    
    
    6
    
    
    
    
    
    
    
    50
    
    [* *]
    
    
    
    
    
    
    6
    
    
    
    
    
    
    
    51
    
    [* *]
    
    
    
    
    
    
    6
    
    
    
    
    
    
    
    52
    
    
    
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    
    53
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    54
    
    [* *]
    
    
    
    
    
    
    6
    
    
    
    [* *]
    
    
    
    
 
 Confidential Materials omitted and filed separately with the Securities and Exchange Commission.
Asterisks denote omissions. 2 of 6




---



##### 



L
    
    
    
    
    
    
    
    Account
    
    
    
    
    
    ReimbursementN
    
    
    
    ($000s)
    
    General Ledger Number
    
    Comment
    
    Amount55
    
    [* *]
    
    
    
    
    
    
    6
    
    
    
    
    
    
    
    56
    
    [* *]
    
    
    
    
    
    
    6
    
    
    
    
    
    
    
    57
    
    [* *]
    
    
    
    
    
    
    6
    
    
    
    
    
    
    
    58
    
    [* *]
    
    
    
    
    
    
    6
    
    
    
    
    
    
    
    59
    
    [* *]
    
    
    
    
    
    
    6
    
    
    
    
    
    
    
    60
    
    [* *]
    
    
    
    
    
    
    6
    
    
    
    
    
    
    
    61
    
    [* *]
    
    
    
    
    
    
    6
    
    
    
    
    
    
    
    62
    
    [* *]
    
    
    
    
    
    
    6
    
    
    
    
    
    
    
    63
    
    [* *]
    
    
    
    
    
    
    6
    
    
    
    
    
    
    
    64
    
    [* *]
    
    
    
    
    
    
    6
    
    
    
    
    
    
    
    65
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    66
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    67
    
    [* *]
    
    
    
    
    
    
    6
    
    
    
    
    
    
    
    68
    
    [* *]
    
    
    
    
    
    
    6
    
    
    
    
    
    
    
    69
    
    [* *]
    
    
    
    
    
    
    6
    
    
    
    
    
    
    
    70
    
    [* *]
    
    
    
    
    
    
    6
    
    
    
    
    
    
    
    71
    
    [* *]
    
    
    
    
    
    
    6
    
    
    
    
    
    
    
    72
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    73
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    74
    
    [* *]
    
    
    
    
    
    
    6
    
    
    
    
    
    
    
    75
    
    [* *]
    
    
    
    
    
    
    6
    
    
    
    
    
    
    
    76
    
    [* *]
    
    
    
    
    
    
    6
    
    
    
    
    
    
    
    77
    
    [* *]
    
    
    
    
    
    
    6
    
    
    
    
    
    
    
    78
    
    [* *]
    
    
    
    
    
    
    6
    
    
    
    
    
    
    
    79
    
    [* *]
    
    
    
    
    
    
    6
    
    
    
    
    
    
    
    80
    
    [* *]
    
    
    
    
    
    
    6
    
    
    
    
    
    
    
    81
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    [* *]
    
    
    
    82
    
    [* *]
    
    
    
    
    
    
    6
    
    
    
    
    
    
    
    83
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    84
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    [* *]
    
    
    
    85
    
    
    
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    
    86
    
    [* *]
    
    
    
    
    
    
    6
    
    
    
    [* *]
    
    
    
    87
    
    [* *]
    
    
    
    
    
    
    6
    
    
    
    [* *]
    
    
    
    88
    
    
    
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    
    89
    
    [* *]
    
    
    
    
    
    
    6
    
    
    
    [* *]
    
    
    
    90
    
    [* *]
    
    
    
    
    
    
    6
    
    
    
    [* *]
    
    
    
    91
    
    [* *]
    
    
    
    
    
    
    6
    
    
    
    
    
    
    
    92
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    [* *]
    
    
    
    93
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    [* *]
    
    
    
    94
    
    
    
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    
    95
    
    [* *]
    
    
    
    
    
    
    6
    
    
    
    [* *]
    
    
    
    96
    
    [* *]
    
    
    
    
    
    
    6
    
    
    
    [* *]
    
    
    
    97
    
    [* *]
    
    
    
    
    
    
    7
    
    
    
    [* *]
    
    
    
    98
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    99
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    [* *]
    
    
    
    100
    
    [* *]
    
    
    
    
    
    
    6
    
    
    
    [* *]
    
    
    
    101
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    [* *]
    
    
    
    102
    
    [* *]
    
    
    
    
    
    
    5
    
    
    
    [* *]
    
    
    
    103
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    [* *]
    
    
    
    104
    
    [* *]
    
    
    
    
    
    
    6
    
    
    
    [* *]
    
    
    
    105
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    [* *]
    
    
    
    106
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    [* *]
    
    
    
    107
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    [* *]
    
    
    
    108
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    [* *]
    
    
    
    109
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    [* *]
    
    
    
    110
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    [* *]
    
    
    
    111
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    [* *]
    
    
    
    112
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    [* *]
    
    
    
    113
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    [* *]
    
    
    
    114
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    [* *]
    
    
    
    115
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    [* *]
    
    
    
    116
    
    
    
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    
    
 
 Confidential Materials omitted and filed separately with the Securities and Exchange Commission.
Asterisks denote omissions. 3 of 6




---



##### 



L
    
    
    
    
    
    
    
    Account
    
    
    
    
    
    ReimbursementN
    
    
    
    ($000s)
    
    General Ledger Number
    
    Comment
    
    Amount117
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    [* *]
    
    
    
    118
    
    
    
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    
    119
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    120
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    [* *]
    
    
    
    121
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    [* *]
    
    
    
    122
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    [* *]
    
    
    
    123
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    [* *]
    
    
    
    124
    
    
    
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    
    125
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    126
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    [* *]
    
    
    
    127
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    [* *]
    
    
    
    128
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    [* *]
    
    
    
    129
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    130
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    [* *]
    
    
    
    131
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    [* *]
    
    
    
    132
    
    
    
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    
    133
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    134
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    [* *]
    
    
    
    135
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    [* *]
    
    
    
    136
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    [* *]
    
    
    
    137
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    [* *]
    
    
    
    138
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    [* *]
    
    
    
    139
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    [* *]
    
    
    
    140
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    141
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    142
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    [* *]
    
    
    
    143
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    [* *]
    
    
    
    144
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    [* *]
    
    
    
    145
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    [* *]
    
    
    
    146
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    [* *]
    
    
    
    147
    
    
    
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    
    148
    
    
    
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    
    149
    
    
    
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    
    150
    
    
    
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    
    [* *]2
    
    
    
    
    
    
    
    
    
    
    [* *][* *]3
    
    
    
    
    
    
    
    
    
    
    [* *][* *]4
    
    
    
    
    
    
    
    
    
    
    [* *]Plant Production Cash Burn
 
 1
    
    [* *]2
    
    [* *]3
    
    [* *]4
    
    [* *]5
    
    [* *]6
    
    [* *]7NOTE:The Parties acknowledge that GM and Delphi have reached an agreement where GM will [* *] 
 Confidential Materials omitted and filed separately with the Securities and Exchange Commission.
Asterisks denote omissions.
 4 of 6




---



##### 



EXHIBIT 4.02 B  [ * * ]  [ * * ]
 Income Statement Input
 Template to be used [ * * ]
 L
    
    
    
    
    
    
    
    Account
    
    
    
    
    
    ReimbursementN
    
    ($000s)
    
    
    
    
    
    General Ledger Number
    
    Comment
    
    Amount[* *][* *]1
    
    
    
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    
    2
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3
    
    
    
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    
    4
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    [* *]
    
    
    
    5
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    [* *]
    
    
    
    6
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    [* *]
    
    
    
    7
    
    
    
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    
    8
    
    [* *]
    
    
    
    
    
    
    6
    
    
    
    [* *]
    
    
    
    9
    
    [* *]
    
    
    
    
    
    
    6
    
    
    
    [* *]
    
    
    
    10
    
    
    
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    
    11
    
    [* *]
    
    
    
    
    
    
    6
    
    
    
    [* *]
    
    
    
    12
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    [* *]
    
    
    
    13
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    [* *]
    
    
    
    14
    
    
    
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    
    15
    
    [* *]
    
    
    
    
    
    
    6
    
    
    
    [* *]
    
    
    
    16
    
    [* *]
    
    
    
    
    
    
    6
    
    
    
    [* *]
    
    
    
    17
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    [* *]
    
    
    
    18
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    19
    
    [* *]
    
    
    
    
    
    
    6
    
    
    
    [* *]
    
    
    
    20
    
    [* *]
    
    
    
    
    
    
    6
    
    
    
    [* *]
    
    
    
    21
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    [* *]
    
    
    
    22
    
    [* *]
    
    
    
    
    
    
    6
    
    
    
    [* *]
    
    
    
    23
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    [* *]
    
    
    
    24
    
    [* *]
    
    
    
    
    
    
    6
    
    
    
    [* *]
    
    
    
    25
    
    [* *]
    
    
    
    
    
    
    6
    
    
    
    [* *]
    
    
    
    26
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    [* *]
    
    
    
    27
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    [* *]
    
    
    
    28
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    [* *]
    
    
    
    29
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    [* *]
    
    
    
    30
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    [* *]
    
    
    
    31
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    [* *]
    
    
    
    32
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    [* *]
    
    
    
    33
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    [* *]
    
    
    
    34
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    [* *]
    
    
    
    35
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    [* *]
    
    
    
    36
    
    
    
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    
    37
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    [* *]
    
    
    
    38
    
    
    
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    
    39
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    40
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    [* *]
    
    
    
    41
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    [* *]
    
    
    
    42
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    [* *]
    
    
    
    43
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    [* *]
    
    
    
    44
    
    
    
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    
    45
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    46
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    [* *]
    
    
    
    47
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    [* *]
    
    
    
    48
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    [* *]
    
    
    
    49
    
    
    
    
    [* *]
    )
    
    
    
    
    
    
    
    
    
    
    50
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    [* *]
    
    
    
    51
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    [* *]
    
    
    
    52
    
    
    
    
    [* *]
    
    
    
    
    
    
    
    [* *]
    
    
    
    
 
 Confidential Materials omitted and filed separately with the Securities and Exchange Commission.
Asterisks denote omissions. 5 of 6




---



##### 



L
    
    
    
    
    
    
    
    Account
    
    
    
    
    
    ReimbursementN
    
    ($000s)
    
    
    
    
    
    General Ledger Number
    
    Comment
    
    Amount53
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    54
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    [* *]
    
    
    
    55
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    [* *]
    
    
    
    56
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    [* *]
    
    
    
    57
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    [* *]
    
    
    
    58
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    [* *]
    
    
    
    59
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    [* *]
    
    
    
    60
    
    
    
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    
    61
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    62
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    [* *]
    
    
    
    63
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    [* *]
    
    
    
    64
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    [* *]
    
    
    
    65
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    [* *]
    
    
    
    66
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    [* *]
    
    
    
    67
    
    
    
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    
    68
    
    
    
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    
    69
    
    
    
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    
    70
    
    
    
    
    [* *]
    
    
    
    
    
    
    
    
    
    
    
    [* *]2
    
    
    
    
    
    
    
    
    
    
    [* *][* *]3
    
    
    
    
    
    
    
    
    
    
    [* *][* *]4
    
    
    
    
    
    
    
    
    
    
    [* *]Plant Production Cash Burn
    
    
    
    
    
    
    
    
    
    
 
 1
    
    [* *]2
    
    [* *]3
    
    [* *]4
    
    [* *]5
    
    [* *]6
    
    [* *]NOTE:The Parties acknowledge that GM and Delphi have reached an agreement where GM will[* *] 
 Confidential Materials omitted and filed separately with the Securities and Exchange Commission.
Asterisks denote omissions.
 6 of 6




---



##### 



Exhibit 4.02(i)  Letter from Bill Hurles, of GM, to Jeff Paprocki, of Delphi, dated February 1, 2007
 
 **
    
    Confidential Materials omitted and filed separately with the Securities and Exchange Commission.
Asterisks denote omissions.




---



##### 



* *
 Paprocki  Hurles Agreement
 [ * * ]
 [ * * ] [* *].
  [ * * ].
 [ * * ]
 [ * * ]
 
 **
    
    Confidential Materials omitted and filed separately with the Securities and Exchange Commission.
Asterisks denote omissions.




---



##### 



GM Intellectual Property Proposal
 Attachment
 [ * * ]
[ * * ]
 [* *].
 [* *].
 [ * * ].
 
 **
    
    Confidential Materials omitted and filed separately with the Securities and Exchange Commission.
Asterisks denote omissions.




---



##### 



Exhibit 5.01 (a)(i)  Environmental Matters Agreement between Delphi Automotive Systems Corporation
(n/k/a Delphi) and GM, dated as of October 1998




---



##### 



Exhibit C-1
 ENVIRONMENTAL MATTERS AGREEMENT
  RECITALS
    ARTICLE 1
 Definitions
 1.1. Defined Terms .
     1




---



##### 



et seq., et seq., el seq., el seq., et seq., et seq., as
 2




---



##### 



&
       3




---



##### 



ARTICLE 2
 Allocation of Environmental Liabilities
 2.1. Responsibility for GM Retained Facilities .
  2.2. Responsibility for Delphi Facilities .
  4




---



##### 



2.3. Responsibility for Waste Disposal Sites .
 Identified Waste Disposal Sites
  Newly Identified Waste Disposal Sites
  Allocation
  5




---



##### 



2.4. Duty to Comply With Environmental Laws .
 GM
 Delphi
  2.5. No Representations or Warranties .
 6




---



##### 



ARTICLE 3
 Indemnification
 3.1. Indemnification by GM .
       3.2. Indemnification by Delphi .
    7




---



##### 



3.3. Indemnification Procedures .
   8




---



##### 



3.4. Mitigation .
 3.5. Exclusive Remedy .
 3.6. No Initiation of Third Party Claims .
 3.7. Cooperation On Third Party Claims .
 ARTICLE 4
 Environmental Reserves
 4.1.
 ARTICLE 5
 Environmental Permits
 5.1.
 9




---



##### 



ARTICLE 6
 Dispute Resolution
 6.1. ing
 10




---



##### 



ARTICLE 7
 Transfer Obligations and Non-Assignability
 7.1. Duties Upon Transfer
 7.2. Non-Assignability
 ARTICLE 8
 Mutual Releases and Covenants Not to Sue
 8.1. Release
 11




---



##### 



8.2. Covenant Not to Sue
 ARTICLE 9
 Miscellaneous
 9.1. Environmental Records .
    9.2. Environmental/Real Property Transfer Laws .
  12




---



##### 



9.3. Wastewaters, Stormwater and other Services Agreements
 9.4. Leases and Sub-leases Regarding Certain Facilities
 9.5. Entire Agreement
 9.6. No Arrangement for Disposal .
 9.7. Further Assurances .
 9.8. Governing Law .
 13




---



##### 



9.9. Descriptive Headings .
 9.10. Notices .
   9.11. Amendment .
 9.12. Counterparts .
 9.13. Severability .
 9.14. Failure or Induilgence Not Waived .
 9.15. Confidentiality .
 14




---



##### 



9.16.
 9.17.
  GENERAL MOTORS CORPORATIONBy:

/s/
[ILLEGIBLE]Name:
    [ILLEGIBLE]Title:
    [ILLEGIBLE]DELPHI AUTOMOTIVE SYSTEMS CORPORATIONBy:
    /s/ James A. BertrandName:
    James A. BertrandTitle:
    Vice President-Operations EXECUTION RECOMMENDEDWORLDWIDE REAL ESTATEBY
    
    /s/ C. P. Schwartz
 15




---



##### 



Exhibit 5.01(a)(iv)  Amended and Restated Agreement for the Allocation of United States Federal, State and
Local Income Taxes, dated as of December 16, 1998, between Delphi Automotive Systems
Corporation (n/k/a Delphi) and GM




---



##### 



Exhibit L-3
 AMENDED AND RESTATED AGREEMENT FOR THE ALLOCATION OF
 UNITED STATES FEDERAL, STATE AND LOCAL INCOME TAXES
           1




---



##### 



Article I. Definitions
   see
§1
  2




---



##### 



et
seq
    3




---



##### 



et
seq.
          4




---



##### 



Article II. General Provisions: Effective Date and Other Agreements
 2.1. Effective Period provided, however
 2.2. Recitals Incorporated
 2.3. Application of the Code.
 2.4.
Hughes Transactions Agreement.
 5




---



##### 



2.5.
State and Local Income Taxes.
 Article III. Tax Payments: Consolidated Returns
 3.1. Agreement to File.
 3.2. Elections.
  General.
 Consolidated
 Elections.
 General Delphi Elections.
 GM Consent.
 Delphi Specific Elections.
 6




---



##### 



Delphi Pension Plan Contribution Deduction.
 3.3 Preparation of Income Tax Returns.
 Consolidated or Combined Income Tax Returns.
 Delphi Consolidated Returns.
 Delphi Final Consolidated Tax Period
 7




---



##### 



Delphi Separate Returns.
 Separate State and Local Returns.
 Separate Return Tax Periods.
 Separate Tax Return Adjustments.
 3.4
Payment of Tax to Internal Revenue Service.
 3.5 Tax Payments.
  Calculation.
 Estimated Payment.
 8




---



##### 



Underpayment Penalty.
 Federal Income Tax Return Payment.
 State or Local Income Tax Return Payment.
 3.6 Method of Payment.
 General.
 Setoff.
 9




---



##### 



3.7 Interest.
 Article IV. Recomputations and Adjustments
 4.1. Adjustments of GM Group Tax Liability.
 Adjusting Payments Generally.
          10




---



##### 



Time of Payment.
 Required Notice.
 4.2. Timing Differences.
 4.3. Other Recomputations.
 4.4. Delco Prior Tax Year Adjustments.
 4.5. Foreign Tax Refunds.
 11




---



##### 



4.6. Character of Adjusting Payments.
 Article V. Carryforward Tax Attributes.
 5.1.
Delco Carryforward Tax Attributes
 Federal Tax Attributes.
 5.2.
Separate Return Tax Period Carryforward Tax Attributes.
 Federal Tax Attributes
 12




---



##### 



State or Local Income Tax Attributes.
 R&E Credit Base Period.
 Earnings and Profits
 5.3. Calculation of Carryforward Tax Attributes.
 5.4. Tax Attributes to be Claimed for Separate Return Tax Periods.
 5.5.
Carryback Items from Separate Return Tax Periods provided, however
 13




---



##### 



Article VI.
Tax Matters Administration, Indemnification, Record Retention, and Cooperation
 6.1.
Audits, Protests, Appeals and Litigation.
 Notification.
 Representation.
 14




---



##### 



6.2. Record Retention.
 6.3. Cooperation.
 Exchange of Information. provided, however,
       15




---



##### 



Information Confidential.
 R & E Credit Audit.
   Target Range
 Incentive.
 16




---



##### 



6.4. Indemnification.
 GM Group Taxes.
 Delphi Separate Taxes.
 Gain Recognition Agreements.
 Coordination With Services Agreements.
 Coordination With Other Agreements.
 17




---



##### 



Article VII. Dispute Resolution.
 7.1. Intent of the Parties.
 7.2. Dispute Resolution.
 Article VIII. Miscellaneous Provisions.
 8.1. Additional Members.
 8.2. Successors and Assigns.
 8.3. Entire Understanding.
    18




---



##### 



8.4.
Conflict of Law.
 8.5. Notices.
  
  
  
 19




---



##### 



8.6. Counterparts.
 8.7. Change in Law.
 8.8. Review Rights.
 20




---



##### 



GENERAL MOTORS CORPORATIONBy:
    
    /s/ Roger D. Wheeler
    
    
    
    Date:
    
    12/15/98Roger D. WheelerChief Tax OfficerDELPHI AUTOMOTIVE SYSTEMS CORPORATIONBy:
    
    /s/ James P. Whitson
    
    
    
    Date:
    
    12/16/98James P. WhitsonChief Tax Officer
 21




---



##### 



ADDENDUM TO THE  AMENDED AND RESTATED AGREEMENT FOR THE ALLOCATION OF  UNITED STATES FEDERAL, STATE AND LOCAL INCOME TAXES  RELATING TO MICHIGAN SINGLE BUSINESS TAX
   1.
    
    GM and Delphi entered into that certain Amended and Restated Agreement for the Allocation of
United States Federal, State and Local Income Taxes on December 16, 1998 (the Tax Allocation
Agreement).2.
    
    Pursuant to the Tax Allocation Agreement, for Delphis tax year ended May 28, 1999, Delphi
will pay its Michigan Single Business Tax (SBT) to GM.3.
    
    Delphi has lobbied for a new provision in the Michigan SBT law that would permit a
corporation such as Delphi to elect to determine its SBT by excluding sales to members of its
former affiliated group (the Proposed Legislation), but only if such corporation commits to
make a certain amount of capital investment in the state of Michigan within a certain time
(the Required Investment). In Delphis case, the Proposed Legislation would permit Delphi to
elect to exclude sales to GM in its determination of its SBT liability for a five year period.4.
    
    Delphi intends to make the election described in Recital 3 above, first effective for its tax
year beginning January 1, 1999. Delphis election under the enacted Proposed Legislation
described in Recital 3 above for its tax year beginning
January 1, 1999 and ending May 28, 1999
is referred to herein as the Election.5.
    
    GM believes that, if enacted, the Proposed Legislation would have no effect on the amount of
SBT that Delphi is required to pay GM under the Tax Allocation Agreement for the five months
ended May 28, 1999.6.
    
    Delphi believes that, if enacted, the Proposed Legislation will substantially reduce the
amount of SBT that Delphi is required to pay GM under the Tax Allocation Agreement for the
five months ended May 28, 1999.
 
 1




---



##### 



7.
    
    GM and Delphi desire to resolve their difference of opinion described in Recitals 5 and 6 by
entering into this Addendum.
 8.
    
    Delphi made an estimated SBT payment to GM of approximately $10.8 million on
May 28, 1999, for the first quarter 1999.
  1.
    
    Recitals Incorporated. The above recitals are hereby incorporated into this Agreement
by reference.
 2.
    
    Pending Enactment. Until the Proposed Legislation is enacted, Delphi shall pay to
GM the amount of Delphis SBT for its tax year ending
May 28, 1999, including estimated and
final tax payments, as and when due under the Tax Allocation Agreement, without regard to
the Proposed Legislation.
 3.
    
    After Enactment. If the Proposed Legislation is enacted and is effective on January
1, 1999, either by its terms or pursuant to Delphis Election, then:
 (a)
    
    Delphi shall notify GM of the enactment of the Proposed Legislation and of
its intention to make the Election. Promptly after Delphi makes its Election, Delphi
shall provide GM with a copy of such Election, together with the
appropriate State of
Michigan Election approvals.(b)
    
    GM and Delphi hereby agree that, in consideration for GM not taking action
contrary to Delphis legislative efforts, if Delphi makes the Election, then Delphis
SBT liability for that tax year shall be determined under the Tax Allocation Agreement
to be equal to:
 (i)
    
    the amount determined as if the Proposed Legislation
had not been enacted (i.e., by including Delphis sales to GM) but
including all other SBT law provisions that are effective for tax years
beginning January 1, 1999.(ii)
    
    reduced by one-half of the difference between the
amount determined in clause (i) and the amount determined by excluding
Delphis sales to GM that would be excluded under the Proposed
Legislation and the Election (the Excess SBT Payment).
 2




---



##### 



(c)
    
    If the Proposed Legislation is enacted before July 31, 1999 and
Delphi has provided GM notice of its intention to make the Election
before that date, then
 (i)
    
    pursuant to Section 3.5(a) of the Tax Allocation
Agreement, Delphi will provide to GM the calculation of its estimated SBT
payment for the second quarter 1999 by the formula set forth in (b)
above, based on the then most recent tax forecast, and(ii)
    
    Delphis estimated SBT due to GM on July 31 shall
be the difference between the amount for Delphis tax year ending May
28, 1999 as determined under (b) above, reduced by the amount of the
estimated SBT paid to GM for Delphis first quarter 1999.
 (d)
    
    If the Proposed Legislation is enacted after July 31, 1999 and
Delphi has provided to GM notice of its intention to make the
Election after that date then, at Delphis option, Delphi may (i) apply
the Excess SBT Payment to tax liabilities due to GM for other tax
jurisdictions, or (ii) pursuant to Section 3.5(b) of the Tax Allocation
Agreement, require GM to promptly refund the Excess SBT
Payment, which refund shall not be subject to the last sentence of
Section 3.5(b).
 4.
    
    Recapture. If it is determined at any time that Delphi would not be entitled
to the benefits of the Proposed Legislation for its tax year ending
May 28, 1999 for any reason, including failure to make the Required Investment in
accordance with Section 208.54(1)(C)(iii) of the Michigan Tax Code, failure to make or
ineffectiveness of the Election, repeal or invalidation of the Proposed Legislation, or
otherwise, Delphi shall immediately repay to GM the amount of the Excess SBT Payment,
together with interest at the rate described in Section 3.7 of the Tax Allocation Agreement
from the later of July 31, 1999 or the date GM applies or refunds the Excess SBT Payment to
Delphi. Ineffectiveness of the Election shall be determined for this purpose as follows: If
Delphi actually makes the Election, and the election described in Recital 3 for Delphis
next succeeding tax year is determined to be ineffective or invalid by the relevant agency
of the State of Michigan, then the Election shall be deemed to be ineffective.5.
    
    Notices. Any notice given under this Addendum shall comply with the
provisions of Section 8.5 of the Tax Allocation Agreement.
 3




---



##### 



The parties have duly executed this Addendum to the Amended and Restated Agreement for the
Allocation of United States Federal, State and Local Income Taxes on the date indicated.
 GENERAL MOTORS CORPORATIONBy:
    
    /s/ Roger D. Wheeler

Roger D. Wheeler
    
    
    
    Date: 6/21/99Chief Tax OfficerDELPHI AUTOMOTIVE SYSTEMS CORPORATIONBy:
    
    /s/ James P. Whitson

James P. Whitson
    
    
    
    Date: 6/17/99Chief Tax Officer
 4




---



##### 



Exhibit 5.01(a)(v)
Agreement for Indemnification of United States Federal, State and Local Non-Income
Taxes, dated as of December 16, 1998, between Delphi Automotive Systems Corporation
(n/k/a Delphi) and GM




---



##### 



Exhibit L-2
 AGREEMENT FOR THE INDEMNIFICATION OF
 UNITED
STATES FEDERAL, STATE AND LOCAL NON-INCOME TAXES
  RECITALS
        -1-




---



##### 



AGREEMENT
 Article I. Definitions
        
 -2-




---



##### 



-3-




---



##### 



Article II. General Provisions and Effective Date
 2.1. Effective Period
 2.2. Recitals Incorporated
 2.3. Application of Law
 Article III. Payments of and Adjustments to Non-Income Taxes
 3.1
Payments of and Adjustments to GM Group or Delphi Group Non-Income Tax
 -4-




---



##### 



3.2 Time of Payment.
 3.3 Required Notice.
 3.4 Method of Payment.
 General.
 Setoff.
 3.5 Interest.
 3.6 Other Recomputations.
 -5-




---



##### 



Article IV. Tax Matters Administration. Record Retention, and Cooperation
 4.1
Audits, Protests, Appeals and Litigation.
 Notification.
 Representation.
 4.2 Record Retention.
 4.3 Cooperation.
 Article V. Dispute Resolution
 5.1. Dispute Resolution.
 -6-




---



##### 



5.2 Intent of Agreement.
 Article VI. Miscellaneous Provisions.
 6.1 Additional Members
 6.2 Successors and Assigns.
 6.3 Entire Understanding.
  Conflict of Law.
 Notices.
 -7-




---



##### 



6.6 Counterparts.
 -8-




---



##### 



6.7 Change in Law.
 6.8 Non-U.S. Customs Duties.
  GENERAL MOTORS CORPORATIONBy:
    
    /s/ Roger D. Wheeler

Roger D. Wheeler
    
    
    
    Date: 12/15/98Chief Tax OfficerDELPHI AUTOMOTIVE SYSTEMS CORPORATIONBy:
    
    /s/ James P. Whitson

James P. Whitson
    
    
    
    Date: 12/16/98Chief Tax Officer
 -9-




---



##### 



Exhibit 5.01(a)(vi)
Assignment and Assumption Agreement  Industrial Development Bonds,
dated as of January 1, 1999, between DAS and GM




---



##### 



1.
    
    Assignment of Agreements. GM hereby assigns, transfers, conveys, grants and
delivers to Delphi (a) all of GMs right, title and interest in and to the loan agreements
listed on Exhibit A (the Loan Agreements) and the lease agreements listed on Exhibit B (the
Lease Agreements) (together with the Loan Agreements, the Transferred Agreements), (b) all
of the notes, bonds, or other securities held by GM in connection with the Transferred
Agreements, and (c) all of GMs residual ownership interest, if any, in any real property,
fixtures, and equipment subject to the Transferred Agreements (collectively, the Associated
Assets).




---



##### 



2.
    
    Assumption of Agreements. Delphi hereby accepts the assignment and transfer of the
Associated Assets, assumes and agrees to pay and discharge the contractual obligations and
liabilities of GM under and pursuant to the Transferred Agreements, and agrees to be bound by
the terms of the Transferred Agreements to the extent that GM would have been bound by such
terms.
 3.
    
    Transfer of Portion of Property Subject to Transferred Agreement. In certain
instances, indicated on Exhibit A and Exhibit B, GM intends to transfer to Delphi an ownership
interest in only a portion of the real property, fixtures or equipment subject to a
Transferred Agreement. In such circumstances, GM hereby transfers, and Delphi hereby accepts
the rights and obligations pursuant to such Transferred Agreement only to the extent that
corresponds to the proportion of real property, fixtures, or equipment thus transferred.
Further, in such circumstances, the term Associated Assets shall be deemed to refer to the
securities held by GM in connection with such Transferred Agreement, and in such residual
interest in property subject to such Transferred Agreement only to the extent that corresponds
to the proportion of real property, fixtures, or equipment thus transferred.
 4.
    
    Notification and Further Assurances. Delphi covenants that it will promptly provide
written notice of this Assignment and Assumption Agreement to the lender or lessor and to the
trustee for each of the Transferred Agreements in compliance with the terms of the respective
Transferred Agreement. GM, for itself and its successors and assignees, convenants with Delphi
and its successors and assignees that GM will do, execute, act, and deliver, or will cause to
be done, executed, acted, and delivered, such and all other acts, transfers, notices,
assignments, deeds of conveyance, powers of attorney, and assurances as Delphi and its
successors and assignees shall reasonably require to further effect the transfer and
assignment to Delphi and its successors and assignees the Transferred Agreements and the
Associated Assets as contemplated hereby.
 5.
    
    Power of Attorney. Solely for the purposes herein described, GM hereby constitutes
and appoints Delphi as its true and lawful attorney in fact, with full power of substitution,
and Delphi hereby accepts such appointment, to prosecute, defend and compromise any and all
proceedings at law, in equity, or otherwise which GM and its successors and assignees may deem
necessary or proper in order to collect, assert, enforce, or defend any claim, right, title,
or interest of any kind in and to the Transferred Agreements or Associated Assets transferred,
conveyed, and assigned to Delphi hereby, and to do all such acts and things in relation
thereto as Delphi and its successors and assignees shall deem desirable. GM hereby declares
that the appointment hereby made and powers hereby granted shall be irrevocable.




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##### 



6.
    
    Indemnification. Delphi shall indemnify GM and its affiliates and hold GM and its
affiliates harmless from and against any and all losses, liabilities, deficiencies, interest,
costs and expenses (including all reasonable expenses incurred in preparing or defending any
litigation or proceeding, whether commenced or threatened, including reasonable attorneys fees),
whether contingent or otherwise, fixed or absolute, known or unknown, present or future or
otherwise, relating directly or indirectly to, arising out of, or resulting from the Transferred
Agreement or the Associated Assets.
 7.
    
    Correction of Exhibits. As of the date of this Assignment and Assumption Agreement,
each of GM and Delphi agrees that it is not aware of any omissions or misstatement contained
in Exhibit A or Exhibit B. Each party agrees further that it will use its best efforts to
confirm the accuracy and completeness of the information contained in Exhibit A or Exhibit B,
and that it will promptly notify the other party in writing if and when it becomes aware of
any misstatements or omissions. Unless either party promptly objects, Exhibit A and Exhibit B,
as amended by such notices, will be deemed final, complete, and correct as of June 30, 1999.
 8.
    
    Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
 
  GENERAL MOTORS CORPORATIONBy:

/s/
E. A. FeldsteinTitle:
    Vice President and Treasurer DELPHI AUTOMOTIVE SYSTEMS LLCBy:

/s/
[ILLEGIBLE]Title:
    Vice President and Treasurer




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##### 



Loan Agreements
 Bond InformationBond
    
    Notional on 1/1/99
    
    Delphi
    
    Delphi
    
    MaturityCounterparty
    
    Agreement Date
    
    Series
    
    ($000)
    
    Portion
    
    Notional
    
    DateMichigan Strategic Fund
    
    April 15, 1988
    
    
    1988A
    
    
    
    26,230
    
    
    
    6.20
    %
    
    
    1,626
    
    
    01-Apr-08Michigan Strategic Fund
    
    July 1,1995
    
    
    1995
    
    
    
    58,800
    
    
    
    6.40
    %
    
    
    3,763
    
    
    01-Sep-20County of Portage, Ohio
    
    December 1,1984
    
    
    1984
    
    
    
    10,000
    
    
    
    100.00
    %
    
    
    10,000
    
    
    01-Oct-00County of Trumbull, Ohio
    
    July 1,1994
    
    
    1994
    
    
    
    2,750
    
    
    
    100.00
    %
    
    
    2,750
    
    
    01-Jul-14Ohio Water Development
Authority
    
    June 15, 1978
    
    
    1978A
    
    
    
    27,000
    
    
    
    84.50
    %
    
    
    22,815
    
    
    15-June-07




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##### 



Lease
Agreements
 Bond InformationBond
    
    Notional on 1/1/99
    
    Delphi
    
    Delphi
    
    MaturityCounterparty
    
    Agreement Date
    
    Series
    
    ($000)
    
    Portion
    
    Notional
    
    DateCity Of Saginaw, Michigan
    
    June 1, 1978
    
    
    1978
    
    
    
    18,520
    
    
    
    31.60
    %
    
    
    5,852
    
    
    01-Jun-05City Of
Laurel, Mississippi
    
    May 1, 1977
    
    
    1977
    
    
    
    1,000
    
    
    
    100.00
    %
    
    
    1,000
    
    
    01-Jun-07City Of
Brookhaven, Mississippi
    
    May 1, 1977
    
    
    1977
    
    
    
    1,000
    
    
    
    100.00
    %
    
    
    1,000
    
    
    01-Jun-07Industrial Development Board of the City of Tuscaloosa, Alabama
    
    April 1, 1988
    
    
    1988
    
    
    
    30,000
    
    
    
    100.00
    %
    
    
    30,000
    
    
    01-Feb-08Industrial Development Board of the City of Tuscaloosa. Alabama
    
    February 1, 1991
    
    
    1991
    
    
    
    25,000
    
    
    
    100.00
    %
    
    
    25,000
    
    
    01-Feb-08County of Monroe Industrial Development Agency
    
    December 1, 1985
    
    
    1985
    
    
    
    42,803
    
    
    
    100.00
    %
    
    
    42,803
    
    
    01-Dec-15




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##### 



Exhibit 5.01(a)(vii)(i)
Lease Agreement dated as of May 1, 2000 between Delphi Canada Inc. and General Motors
of Canada Limited, as amended August 1, 2002




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##### 



LANDLORD:
    
    GENERAL MOTORS OF CANADA LIMITED,a Canadian corporation-and-TENANT:
    
    DELPHI CANADA INC.an Ontario corporation
 
 LEASE




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##### 



TABLE OF CONTENTS
 PageSECTION 1. PREMISES
    
    
    1SECTION 2. TERM
    
    
    3SECTION 3. RENT
    
    
    3SECTION 4. USE OF THE DEMISED PREMISES
    
    
    4SECTION 5. TAXES
    
    
    5SECTION 6. LANDLORD SERVICES
    
    
    7SECTION 7. LANDLORDS MAINTENANCE OBLIGATIONS
    
    
    13SECTION 8. ALTERATIONS, ADDITIONS, MAINTENANCE AND REPAIRS
    
    
    14SECTION 9. REQUIREMENTS OF PUBLIC AUTHORITY
    
    
    15SECTION 10. COVENANT AGAINST LIENS
    
    
    16SECTION 11. RIGHT OF ENTRY
    
    
    17SECTION 12. ASSIGNMENT AND SUBLETTING
    
    
    17SECTION 13 SIGNS
    
    
    17SECTION 14. COVENANT TO HOLD HARMLESS
    
    
    18SECTION 15. INSURANCE
    
    
    19SECTION 16. WAIVER OF SUBROGATION
    
    
    20SECTION 17. DAMAGE AND DESTRUCTION
    
    
    21SECTION 18. EXPROPRIATION
    
    
    22SECTION 19. ESTOPPEL CERTIFICATE
    
    
    23SECTION 20. ATTORNMENT AND SUBORDINATION
    
    
    23SECTION 21. DEFAULT OF TENANT
    
    
    24SECTION 22. TENANTS SELF HELP REMEDY
    
    
    25SECTION 23. QUIET ENJOYMENT
    
    
    26




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##### 



TABLE OF CONTENTS
(continued)
 PageSECTION 24. TENANTS PROPERTY
    
    
    26SECTION 25. HOLDING OVER
    
    
    26SECTION 26. COMMON AREAS
    
    
    26SECTION 27. INTENTIONALLY DELETED
    
    
    27SECTION 28. ENVIRONMENTAL MATTERS
    
    
    27SECTION 29. MISCELLANEOUS
    
    
    28SECTION 30. DISPUTE RESOLUTION
    
    
    31SECTION 31. TERMINATION RIGHTS
    
    
    32SCHEDULE A  DEMISED PREMISESSCHEDULE B  LEGAL DESCRIPTIONSCHEDULE C  PLAN OF COMPLEXSCHEDULE D  PERMITTED ENCUMBRANCESSCHEDULE E  SERVICES RENT




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##### 



LEASE
 st
 WITNESSETH:
  Section 1. PREMISES




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##### 








---



##### 



- 3 - Section 2. TERM
   Section 3. RENT
   th




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##### 



- 4 -    st st
 Section 4. USE OF THE DEMISED PREMISES




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- 5 -     Section 5. TAXES




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- 6 -  th




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- 7 -  Section 6. LANDLORD SERVICES
  Electricity
  Steam




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- 8 -   Natural Gas




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##### 



- 9 - Compressed Air
    Telephone, Communication and Technical Infrastructure  Autoplex
    Water Service




---



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- 10 -   Fire Protection Systems
  Janitorial Service
  Wastewater Treatment Service




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- 11 -   Security Services
  General




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- 12 -




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- 13 -     Section 7. LANDLORDS MAINTENANCE OBLIGATIONS




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- 14 -   Section 8. ALTERATIONS, ADDITIONS, MAINTENANCE AND REPAIRS




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- 15 -   
 Section 9. REQUIREMENTS OF PUBLIC AUTHORITY




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- 16 -     Section 10. COVENANT AGAINST LIENS




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##### 



- 17 -  Section 11. RIGHT OF ENTRY
  Section 12. ASSIGNMENT AND SUBLETTING
   Section 13. SIGNS




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##### 



- 18 -  Section 14. COVENANT TO HOLD HARMLESS




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##### 



- 19 - Section 15. INSURANCE




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- 20 -    Section 16. WAIVER OF SUBROGATION




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##### 



- 21 -  Section 17. DAMAGE AND DESTRUCTION
   not




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- 22 -   Section 18. EXPROPRIATION




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##### 



Section 19. ESTOPPEL CERTIFICATE
  Section 20. ATTORNMENT AND SUBORDINATION




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##### 



- 24 - 
 Section 21. DEFAULT OF TENANT




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- 25 -    Section 22. TENANTS SELF HELP REMEDY




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- 26 -   Section 23. QUIET ENJOYMENT
  Section 24. TENANTS PROPERTY
   Section 25. HOLDING OVER
  Section 26. COMMON AREAS




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##### 



- 27 -  Section 27. Intentionally Deleted.
 Section 28. ENVIRONMENTAL MANAGEMENT SERVICES




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##### 



- 28 -   Section 29. MISCELLANEOUS




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##### 



- 29 -    
 Attention:
  
 Attention:
  
 Attention:




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##### 



- 30 -  
 Attention:




---



##### 



- 31 -     Section 30. DISPUTE RESOLUTION
 Resolution Between the Parties
      Dispute Notice Date




---



##### 



- 32 - Arbitration.
   Section 31. TERMINATION RIGHTS
  IN WITNESS WHEREOF,
 GENERAL MOTORS OF CANADA LIMITED
(Landlord)APPROVEDFINANCIAL
    
    LEGAL
    
    By:
    
    /s/ L. D. WorrallBPM
    

CC
    
    
    
    Name: L. D. WorrallDATE
    
    DATE
    
    
    
    Title: Vice President4/28/00
    
    4/28/00By:
    
    /s/ J. Zur Schmiede

Name: J. Zur SchmiedeTitle: Vice PresidentDELPHI CANADA INC. (Tenant)By:
    
    /s/ Richard J. Wilkins

Name: Richard J. WilkinsTitle: Chief financial officerBy:Name:Title:




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##### 



SCHEDULE
A
 DEMISED PREMISES




---



##### 



SCHEDULE B
 LEGAL DESCRIPTION
 700 Park Road South, Oshawa (Tri-Link Plant)
 Short Legal Description




---



##### 



SCHEDULE
C
 PLAN
OF COMPLEX




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##### 



SCHEDULE D
 PERMITTED ENCUMBRANCES
 A.
    
    SPECIFIC ENCUMBRANCES
 700 Park Road South, Oshawa (Tri-Link Plant)
 1.
    
    Instrument No. OS162800 registered July 14, 1967 being a Lis Pendens filed in The Supreme
Court of Ontario by Echo Construction Limited as the Plaintiff and Clover Glade Subdivision
Limited, Stevensons Road Realty Company Limited, North Shore  Realty Company Limited and
John Edwin Harris as Defendants which Landlord is in process of removing from title.2.
    
    Instrument No. D26607 registered May 5, 1976 being a License Agreement to install, repair,
maintain and replace underground cables and concrete conduits over Part 1 on 40R-2443 (being
part of GM lands) between General Motors of Canada Limited and Bell Canada.3.
    
    Instrument No. D130900 registered October 15, 1981 being a Site Plan Agreement for the lands
to be used as a roadway to provide access to parking facilities for employees between The
Corporation of The City of Oshawa and General Motors of Canada Limited (affects only part of
lands shown as Parts 1 & 2on 40R6485)Note: Part 2 has now been transferred to The City for road widening purposes.4.
    
    Instrument No. D196790 registered May 24, 1985 being a Declaration (Section 22 of the
Registry Act) of an Appointment by the Bank of Nova Scotia of The Clarkson Company Limited as
Receiver, Manager and Agent of Whitby Welding Limited (being the plaintiff in Claim for Lien
No. D-166103 which said Lien has now been released and deleted from title) which Landlord is
in process of removing from title.5.
    
    Instrument No. D359597 registered March 21, 1991 being an Encroachment Agreement for the
benefit of General Motors of Canada Limited over the lands of The Regional Municipality of
Durham, for the construction and maintenance of a watermain over Part 1 on 40R-12764 (being
part of Park Road South) Note: This agreement shall terminate on the date of the sale or
transfer of the GM lands unless the Region approves the assignment of this agreement.6.
    
    Instrument No. D432102 registered May 5, 1994 being a Site Plan Agreement for the lands to be
used as a central access roadway between The Corporation of The City of Oshawa and General
Motors of Canada Limited (affects only part of the lands shown as Part 1 on 40R-10887).B.
    
    GENERAL ENCUMBRANCES1.
    
    Restrictions, easements, rights-of-way, restrictive covenants, licenses, servitudes,
watercourse, right of water, right of access or user or other similar rights in land
(including, without restriction, rights of way and servitudes for railways, sewers,
drains,




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##### 



gas and oil pipelines, gas and water mains, electric light and power and telephone or
telegraph or cable television conduits, poles, wires and cables) granted to or reserved by
other persons and rights reserved to or vested in any municipality or governmental or other
public authority by the terms of any lease, license, franchise, grant, agreement or permit,
which do not materially adversely affect the marketability of the Lands.2.
    
    Security given to a public utility or any municipality or governmental or other public
authority when required by such utility or other authority in connection with the development,
management, ownership and operation of the Lands.3.
    
    The reservations, limitations, exceptions, provisos and conditions, if any, expressed in any
original grants from the Crown.4.
    
    Subdivision agreements, site plan control agreements, servicing agreements, development
agreements and other similar agreements with government authorities
affecting the development or use of the Lands, provided same have been complied with to the Commencement
Date and do not materially adversely affect the marketability or current use of the Lands.5.
    
    Encumbrances respecting minor encroachments by the Lands over neighbouring lands and/or
permitted under agreements with the owners of such other lands.




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##### 



SCHEDULE E
 SERVICES RENT
 Basic Rent Common Area Charge and Services Rent Schedule E  Delphi Canada Inc. & General Motors of Canada Ltd.
 AnnualizedBattery
    
    Annual Cost
    
    Trilink
    
    Annual Cost
    
    Cost
    
    AccountService
    
    Monthly
    
    Battery
    
    Monthly
    
    Trunk
    
    Both Plants
    
    Number
    
    Comment / IssuesBasic Rent
    
    $
    30,115
    
    
    $
    381,380
    
    
    $
    23,260
    
    
    $
    279,120
    
    
    $
    540,500
    
    
    
    
    
    
    Assessed based on US $1/sq foot
(CSI 430 - U S $100)Common Area Charge
    
    $
    2,250
    
    
    $
    27,000
    
    
    $
    1,917
    
    
    $
    23,004
    
    
    $
    50,004
    
    
    
    
    
    
    501 heads  C$100 00Janitorial Services
    
    $
    88,000
    
    
    $
    1,056,000
    
    
    $
    3,750
    
    
    $
    45,000
    
    
    $
    1,101,000
    
    
    
    
    
    
    Source: 2000 CPE Assessment
(Subject to Manpower Requirements submitted by Delphi)Electricity - metered
    
    $
    153,817
    
    
    $
    1,847,004
    
    
    $
    20,500
    
    
    $
    246,000
    
    
    $
    2,093,004
    
    
    
    
    
    
    Estimate (To be metered and based on usage)Steam -  metered
    
    $
    101,531
    
    
    $
    1,216,372
    
    
    $
    1,802
    
    
    $
    21,624
    
    
    $
    1,238,996
    
    
    
    
    
    
    Estimate (To be metered and
based on usage) Rate to be $3 67 miter for 2008.Natural
Gas - metered
    
    $
    14,667
    
    
    $
    176,004
    
    
    $
    4,917
    
    
    $
    59,004
    
    
    $
    235,008
    
    
    
    
    
    
    Estimate (To be metered and  based on usage)Compressed Air - metered
    
    $
    37,553
    
    
    $
    450,838
    
    
    $
    115
    
    
    $
    1,380
    
    
    $
    452,018
    
    
    
    
    
    
    Estimate (To be metered and based on usage) Rate to be agreed by partiesWater - metered
    
    $
    11,250
    
    
    $
    135,000
    
    
    $
    4,167
    
    
    $
    50,004
    
    
    $
    185,004
    
    
    
    
    
    
    Estimate (To be metered and based
on usage.)Fire Protection
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Included In the lease payment
above.Communication
& Technical Infrastructure - Autoplex
    
    $
    1,500
    
    
    $
    18,000
    
    
    $
    1,500
    
    
    $
    18,000
    
    
    $
    36,000
    
    
    
    13575
    
    
    Source: Ian MorganTotals
    
    $
    440,783
    
    
    $
    5,289,396
    
    
    $
    61,928
    
    
    $
    743,136
    
    
    $
    8,032,532
 Monthly Battery
    
    Annual Battery
    
    Monthly Trilink
    
    Annual Trilink
    
    Total Annual
Services Rent
Cost




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##### 



Exhibit 5.01 (a)(vii)(ii)  Oshawa Labour & Management Agreement between Delphi Canada, Inc. and General  Motors Canada Limited, dated as of May 1, 2000




---



##### 



OSHAWA LABOUR AND MANAGEMENT SERVICES AGREEMENT
   GENERAL MOTORS OF CANADA LIMITED
    DELPHI CANADA INC.




---



##### 



THEREFORE,
 1.
    
    DEFINITIONS
  1.1
    
    Agreementmeans this Labour and Management Services Agreement.1.2
    
    Annual Operating Parametershas the meaning ascribed thereto in Section 2.2.1.3
    
    Appeal Committeehas the meaning ascribed thereto in Section 5.5.1.4
    
    Assigned Employeeor Assigned Employeesmeans an employee or employees of
GMCL providing services to a Business, those persons providing services to a Business
by virtue of rights to employment at one of the Businesses under the Collective
Agreement, those GMCL employees, if any, who replace Assigned Employees who depart
from a Business for any reason and such other GMCL employees whose services are
provided by GMCL to Delphi pursuant to this Agreement;1.5
    
    Assigned Hourly Employeemeans an Assigned Employee who is represented by
the CAW and to whom the Collective Agreement, when in effect, applies and includes a
person deemed to be assigned to the Business by virtue of rights to employment at one
of the Businesses under the Collective Agreement.1.6
    
    Assigned Salaried Employeemeans an Assigned Employee who is not an Assigned
Hourly Employee, and may include a non-unionized GMCL employee who is not remunerated
on a Salaried basis.1.7
    
    Businessesmeans, together, the business and operations on the Closing Date
as conducted by GMCL of: (a) the manufacture of Battery Products at the Oshawa Battery
Plant; and (b) the manufacture of Chassis Products at the Oshawa Tri-Link Plant
(TRI-LINK); and either of which may be referred individually, a Business.




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##### 



1.8
    
    CAWmeans the National Automobile, Aerospace, Transportation and General Workers
Union of Canada (CAW/Canada) and includes Locals 222 and any successors thereof.1.9
    
    Collective Agreementmeans the Master Agreement between GMCL and the CAW dated October 19,
1999 and all associated or related documents, letters and further agreements between GMCL and
the CAW, including, without limitation, the local agreements between GMCL and Local 222, CAW
Oshawa as amended, and includes statutory or negotiated extensions thereof, and any successor
agreements thereto, and any written communications with the CAW which impose obligations on
GMCL or set out the understanding of GMCL and the CAW with respect to the meaning of any
provision of such Master Agreement and local agreements.1.10
    
    Collective Agreement Issuemeans an issue, including but not limited to a difference or
dispute, regarding the administration of the Collective Agreement, and includes but is not
limited to all grievances under the Collective Agreement and any issue concerning the
interpretation, application, operation or alleged violation of the Collective Agreement, or
concerning discipline or dismissal, affecting a Assigned Hourly Employee or a union.1.11
    
    Composite Fringe Amounthas the meaning ascribed thereto in Section 3.3.1.12
    
    Delphi USmeans Delphi Automotive Systems Corp., the ultimate parent corporation of
Delphi, and its successors or assigns.1.13
    
    Employment Costshas the meaning ascribed thereto in Section 3.1(b);1.14
    
    Employment Lawsmeans all Laws relating in whole or in part to the Assigned Employees,
including without limitation, Laws with respect to occupational health and safety, human
rights, employment standards, workplace safety and insurance, labour relations, pay equity as
well as Laws regarding wages, and the withholding and remittance of taxes on the wages and
salaries of Employees, including those amounts owed pursuant to the Income Tax Act, Canada
Pension Plan, Employer Health Tax Act,and the Employment Insurance Act.1.15
    
    GMCL Policymeans employment procedures, programs, standards and
policies with respect to or are applicable to GMCL employees who are not
unionized.1.16
    
    GMCL Servicemeans employment with GMCL.




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##### 



1.17
    
    Hourly Employeesmeans employees of GMCL who are represented by the CAW and to whom
the Collective Agreement, when in effect, applies.1.18
    
    Lawsmeans all applicable laws, by-laws, rules, regulations, orders, ordinances,
protocols, codes, guidelines, policies, notices, directions and judgements or other
requirements of any Governmental Authority.1.19
    
    Lay-off Cost Amounthas the meaning ascribed thereto in Section 3.4.1.20
    
    Lossmeans any claim, demand, action, cause of action, damage, costs, liability or
expense, including reasonable professional fees and all costs incurred in investigating or
pursuing any of the foregoing or any proceeding relating to any of the foregoing.1.21
    
    OHSAmeans the Occupational Health and Safety Act (Ontario), as amended.1.22
    
    OPEB Expensemeans in relation to any calendar year, the amount determined in accordance
with Section 3.3;1.23
    
    Particular Employment Cost Mattershas the meaning ascribed in Section 3.2.1.24
    
    Pension Expensemeans in relation to any calendar year, the amount determined in accordance
with Section 3.3;1.25
    
    Servicesmeans the services of the Assigned Employees provided by GMCL to Delphi pursuant
to this Agreement.




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##### 



2.
    
    PROVISION OF SERVICES
 2.1
    
    GMCL Employment Services
    2.2
    
    Annual Operating Parameters
 (a)
    
    Delphi Canada will provide strategic and operational direction to Assigned
Salaried Employees consistent with the Laws, the Collective Agreement, GMCL Policy and
the Annual Operating Parameters.(b)
    
    Delphi and GMCL will evaluate the skills of the Assigned Salaried Employees
and will use commercially reasonable efforts to (i) jointly determine what initiatives
are required to improve operations which if agreed may include changes to identity of
Assigned Salaried Employees and (ii) to agree on an action plan to achieve such
improvements.




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##### 



(c)
    
    Recognizing that GMCL will retain exclusive control to direct the day-to-day work of
Assigned Employees (including discipline) and that Delphi will provide operational
direction to Assigned Salaried Employees, Delphi and GMCL will agree on Annual Operating
Parameters. The Annual Operating Parameters will govern costs, productivity, quality and
delivery performances of the Businesses. They will be formulated based on productivity,
quality, and other traditional measurement metrics excerpted from Delphis business plans
for the Businesses consistent with the provisions of Laws, the Collective Agreement and
GMCL Policy. The 2000 budget and business plan metrics will be the Annual Operating
Parameters for the balance of 2000 and will serve as the basis for subsequent Annual
Operating Parameters. Absent agreement regarding matters specifically referenced in the
Annual Operating Parameters, which agreement will not be unreasonably withheld, GMCL will
supply Services in a manner consistent with the conduct of the Businesses as carried on
prior to the failure to agree to any applicable provisions within the Annual Operating
Parameters.(d)
    
    Delphi will advise GMCL in writing of the manufacturing processes and procedures to be
followed by the Assigned Employees, provided that such manufacturing processes and procedures
must be consistent with Laws, the Collective Agreement, GMCL Policy and the Annual Operating
Parameters. GMCL will direct its Assigned Employees to follow Delphi manufacturing processes
and procedures provided to it in writing by Delphi in accordance with Section 2.2(a), except
where in the opinion of GMCL, acting reasonably, such processes and procedures violate Laws,
the Collective Agreement, GMCL Policy or this Agreement.(e)
    
    GMCL will compensate Delphi for documented additional costs incurred by Delphi if Delphi is
prevented or precluded from implementing a, detailed cost reduction initiative presented in
writing to GMCL because of GMCL unreasonably refusing to implement such initiative. A refusal
to implement such an initiative is not an unreasonable refusal by GMCL if such initiative (i)
is not consistent with the Collective Agreement (as interpreted by GMCL acting reasonably and
in good faith), (ii) would violate Law, or (iii) would have a material adverse effect, as
reasonably documented by GMCL, on the operations of GMCLL.(f)
    
    Any disputes, including failures to agree, between GMCL and Delphi concerning matters
covered in this Section 2.2 must be submitted to the Appeal Committee for resolution in
accordance with this Agreement.
 2.3
    
    Administration of the Collective Agreement
 (a)
    
    Delphi acknowledges that GMCL and Assigned Salaried Employees in providing the Services,
and otherwise performing its obligations under this Agreement, are




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##### 



required to comply with all of GMCLs obligations under the Collective Agreement. Delphi
will not prevent, impair or impede such compliance. Delphi also agrees that the terms of
the Collective Agreement shall govern if there is a conflict between the terms of the
Collective Agreement and this Agreement.(b)
    
    GMCL shall have exclusive control over hiring, discipline, termination and directing the day
to day work of Assigned Hourly Employees, as well as over administration of the Collective
Agreement and management of Collective Agreement Issues.(c)
    
    Loss incurred by GMCL in the administration of the Collective Agreement, including but not
limited to costs or expenses incurred in assisting and advising
Delphi, for grievance procedures, the arbitration process or legal services pertaining to
a Collective Agreement Issue, in relation to Services provided to a Business by the
Assigned Hourly Employees shall be the responsibility of Delphi and to the extent not
otherwise reimbursed under this Agreement GMCL shall be reimbursed by Delphi for all such
costs in accordance with Section 3.5, except where the Loss relates to a Collective
Agreement Issue caused by a GMCL employee who is not an Assigned Employee. Delphi may
refer any dispute regarding its obligations under this provision to the Appeal Committee
in accordance with this Agreement.(d)
    
    Delphi shall co-operate with GMCL in all respects to assist GMCL in fulfilling its
responsibilities related to the administration of the Collective
Agreement as it affects the Assigned Hourly Employees and the Businesses under this Agreement.
 2.4
    
    Absent Assigned Employees
 (a)
    
    GMCL hourly and salaried employees identified on Schedule 2.1 who (i) are absent from the
Businesses at Closing, due to illness or injury and, who subsequently
go on a compensable or
sick leave of absence for the same condition or, (ii) who at Closing are on statutory,
compensable or sick leave of absence will, upon their return to active employment, subject to
the requirements of the Collective Agreement, GMCL Policy and applicable Law be returned to
the job at the Businesses which was held immediately prior to their absence. Such employees
will then become Assigned Employees.(b)
    
    GMCL hourly and salaried employees identified in Schedule 2.1, who are, as at Closing, on
layoff or leave from the Businesses, including disability leave (whether or not any
applicable waiting period relating to such disability leave is then satisfied), shall, upon
their return to active employment, be returned subject to the




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requirements of the Collective Agreement, GMCL Policy and applicable Laws to the job at
the Business which was held immediately prior to their absence.(c)
    
    Notwithstanding any other provisions in this Agreement, to the extent that any Assigned
Employees are terminated or laid off as a result of the implementation of this Section 2.4,
GMCL will pay the costs attributable to any terminations or layoffs caused by the return to
work of the persons referred to in this Section 2.4 and Delphi will not be required to
reimburse such costs as defined in Article 3.2.5
    
    No Employment Relationship and the Relationship of the Parties(a)
    
    It is acknowledged and agreed by the Parties that the Assigned Employees shall remain
employees of GMCL and that nothing contained in this Agreement shall be construed to imply
that they are the employees of Delphi.(b)
    
    GMCL shall provide the Services to Delphi as an independent contractor and the relationship
between GMCL and Delphi shall be that of independent parties and neither Party shall be
considered an agent of the other, except as expressly and specifically agreed to in respect
of compensation, payroll and benefit administration services provided by GMCL on behalf of
Delphi.(c)
    
    GMCL shall not have the power or authority to bind Delphi or to assume or create any
obligations or responsibilities, express or implied, on Delphis behalf or in its name, nor
shall GMCL represent to anyone that GMCL has such power or authority except as expressly
provided in this Agreement or as may be expressly agreed to in writing by the Parties. Delphi
shall not have the power or authority to bind GMCL or to assume or create any obligations or
responsibilities express or implied, on GMCLs behalf or in its name nor shall Delphi
represent to anyone that Delphi has such power or authority except as expressly provided in
this Agreement or as may be expressly agreed to in writing by the Parties.(d)
    
    Assigned Employees performing the Services under this Agreement shall at all times be under
GMCLs direction and control and both GMCL and Delphi shall instruct their personnel
accordingly. GMCL shall retain the sole and exclusive right to assign, direct, discipline,
promote, hire and terminate the Assigned Employees, except as otherwise expressly provided
in this Agreement.2.6
    
    GMCL Supervision(a)
    
    GMCL has the exclusive right to discipline Assigned Employees, subject to the applicable
terms and conditions of employment. If GMCL determines that it is appropriate to suspend or
terminate an Assigned Employee, then GMCL shall so




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##### 



(i)
    
    GMCL and Delphi shall, acting reasonably having regard to all
of the surrounding circumstances, mutually agree upon the effective
date of such transfer; and(ii)
    
    Delphi shall be responsible for all Employment Costs relating to
such employee until a suitable alternative placement can be
arranged for the Assigned Employee.
 (b)
    
    If a dispute arises between GMCL and the CAW regarding the termination of the assignment of
an Assigned Hourly Employee and a transfer of the Assigned Hourly Employee out of either
Business, the dispute shall be deemed to be a Collective Agreement Issue which shall be
managed in accordance with the requirements of Section 2.3 of this Agreement. The Collective
Agreement Issue will be permitted to proceed to arbitration if GMCL and the CAW are unable to
agree on any other resolution. GMCL and Delphi agree to be bound by the outcome of any such
arbitration, including (but not limited to) an award that the Assigned Hourly Employee is to
be reinstated to the grieved position in the Businesses.2.7
    
    Compensation, Payroll and Benefit Administration
  (a)
    
    GMCL shall continue to maintain, administer and pay the payroll and benefits of the Assigned
Hourly Employees in accordance with the Collective Agreement and applicable Law.(b)
    
    GMCL shall continue to maintain, administer and pay the payroll and benefits of Assigned
Salaried Employees in accordance with GMCL Policy. GMCL will advise Delphi in writing of any
material changes to GMCL Policy as soon as practicable in advance of the implementation of
such changes(c)
    
    GMCL will remain solely responsible for the maintenance, administration and payment of
Workplace Safety and Insurance, Employment Insurance, Canada Pension Plan, Employer Health
Tax and all other coverage and payments or assessments to governments or government agencies
that accrue or arise after the




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commencement of this Agreement in connection with the Assigned Employees. Without
limiting the foregoing, GMCL shall remain responsible for and make payments
necessary to satisfy the requirements of the Income Tax Act(Canada) and any
provincial taxes in connection with the Assigned Employees.2.8
    
    Delphi Directly Hiring Employees
   2.9
    
    Termination of Assignment(a)
    
    If an Assigned Employee departs a Business for any reason other than layoff or
termination at the request of Delphi, including, without limitation, transfer,
resignation, election to transfer to another location at GMCL, GMCL shall inform
Delphi of the employees departure as soon as practicable upon GMCL becoming aware of
the departure. If Delphi is advised by an Assigned Employee that he or she is
terminating or resigning, Delphi shall inform GMCL but shall have no authority to
accept such termination or resignation.(b)
    
    Subject to Section 2.10 and 2.2(b), GMCL will not be responsible for replacing
Assigned Salaried Employees. GMCL shall be responsible only for staffing any vacancy
that results from an Assigned Hourly Employee departing from the Business other than
layoff or termination at the request of Delphi, and then only if




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Delphi requests replacement of such persons. Any GMCL employee filling such
vacancy shall be deemed to be an Assigned Employee.(c)
    
    Where an Assigned Hourly Employee elects to transfer out of the Business in
accordance with the Collective Agreement, GMCL and Delphi shall, acting reasonably
having regard to all of the surrounding circumstances, and subject to the
requirements of the Collective Agreement, mutually agree upon the effective date of
such transfer.(d)
    
    It is agreed GMCL will not replace or increase the number of Customer Service
Engineers (CSEs) employed in respect of the Businesses. Notwithstanding the
provisions on any purchase order governing the services provided by CSEs to the
Businesses, all Employment Costs, and support costs related to CSEs (including all of
GMCLs costs relating to vehicles provided to such CSEs, such as insurance, marketing
losses, theft, repair, replacement, gas, etc.) will be the responsibility of the
appropriate Delphi division and will be reimbursed to GMCL by that Delphi division.2.10
    
    Self Nomination by Assigned Salaried Employee
    2.11
    
    Delphi Offers of Employment
 bona fide bona fide




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##### 



2.12
    
    Complaints to Outside Agencies
   2.13
    
    Performance Evaluation




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##### 



2.14
    
    Approval of Communications(a)
    
    Where Delphi contemplates formal communications outside of those communications
required to operate the Businesses to GMCLs employees, the public or governmental
representatives relating to Delphis plans, intentions or obligations with respect to
the Businesses or the Assigned Employees; such communications shall be reviewed and
agreed to by both GMCL and Delphi acting reasonably. If GMCL objects to the proposed
communication the dispute shall be referred to the Appeals Committee for resolution
prior to its release.(b)
    
    GMCL shall have no authority through any authorized or unauthorized
communications with its employees or their representatives, the public, or
governmental officials, to commit Delphi to obligations, hiring arrangements,
benefits or other terms or conditions of employment or to any other matter, nor shall
any such communication by GMCL expand the specific and limited obligations of Delphi
set forth herein.(c)
    
    Where communications are desired by Delphi to Assigned Employees, such
communications shall be made by GMCL. Delphi shall have no authority through any
authorized or unauthorized communications with its employees or their
representatives, the public, or governmental officials, to commit GMCL to
obligations, hiring arrangements, benefits or other terms or conditions or
employment or to any other matter governed by this Agreement, nor shall any such
communication by Delphi expand the specific and limited obligations of GMCL set
forth herein.
 3.
    
    PAYMENT FOR SERVICES
 3.1
    
    Delphi Reimbursement of Employment Costs(a)
    
    Delphi shall be obligated to reimburse GMCL for all Employment Costs defined
in subsection (b), relating to the Businesses incurred on or after May 1, 2000, which
will include: (i) weekly and semi-monthly payment for payroll, payroll related taxes,
and related costs for Assigned Hourly and Assigned Salaried Employees, respectively;
(ii) reimbursement for Particular Employment Cost Matters as defined in Section 3.2;
and (ii) a Composite Fringe Amount defined in Section 3.3 that is inclusive of the
Layoff Cost Amount defined in Section 3.4. GMCL shall maintain responsibility for
Employment Costs incurred prior to May 1, 2000, including but not limited to 2000,
including but not limited to 2000 calendar year




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vacation pay, special paid allowance, statutory holidays, Christmas bonus, and paid absence
allowance.(b)
    
    Employment Costs means all direct costs paid to or on behalf of the Assigned Employees by
GMCL relating to Services provided to the Businesses for: (i) salaries, wages, holiday pay,
vacation pay, bonuses, costs of living allowances, shift premiums, overtime costs; (ii) third
party provider costs GMCL incurs for GMCL benefit plans; (ii) legally required costs referred
to in Section 2.7(c). These Employment Costs are as set forth in Schedule 3.1(b) and must be
incurred as a result of the Collective Agreement, GMCL Policies, or Employment Laws.3.2
    
    Arrangements and Reimbursement for Particular Employment Cost Matters(a)
    
    Ideas For ExcellenceAll GMCL employees shall remain eligible to submit suggestions under the GMCL Ideas for
Excellence Program for improvements to either GMCL or Delphi operations. GMCL and Delphi
will appoint representatives to determine the disposition of suggestions that affect the
Businesses. If Delphi agrees that the suggestion made on or after May 1, 2000 is to be
implemented in respect of a Business, then Delphi and GMCL shall determine jointly the
award to be made to the GMCL employee in respect of the suggestion. GMCL will make the
payment agreed in accordance with the GMCL Ideas for Excellence Program and Delphi will
reimburse GMCL in an amount representing Delphis proportionate share of the financial
benefit.(b)
    
    Tuition AllowanceGMCL has the right to approve the taking of courses by Assigned Employees. Delphi shall
reimburse GMCL for all costs associated with the tuition allowance program for Assigned
Salaried Employees regarding short-term training courses where Delphi agrees to the
Assigned Salaried Employee taking such course. Delphi will have no reimbursement
obligations for long-term training and education (that is, degree programs) allowances
provided to Assigned Salaried Employees.Delphi shall reimburse GMCL for all costs associated with the tuition assistance program
and tuition assistance for dependent children plan contemplated by the Collective Agreement
and GMCL Policy.




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(c)
    
    Company CarsGMCL will continue to provide eligible Assigned Salaried Employees with company supplied
automobiles in accordance with GMCLs policies governing company supplied automobiles.
Delphi shall reimburse GMCL for all of GMCLs costs associated with providing such
automobiles to Assigned Salaried Employees (including, without limitation marketing
losses, insurance, theft, repair, replacement, gas, etc.).However, if Delphi U.S. establishes a uniform stipend approach in lieu of supplying
automobiles to its employees in its operations in the United States, the total amount which
Delphi reimburses to GMCL pursuant to this paragraph shall not exceed the product of:U.S. pre-tax stipend amount (converted to Canadian dollars) multiplied by the number of
company supplied cars used by Assigned Salaried Employees.(d)
    
    Compensation Fund for Assigned Salaried EmployeesDelphi will have input regarding administration of the GMCL compensation fund at GMCL
levels as applied to the Businesses. To the extent that the GMCL compensation fund
percentage of compensation is greater than the percentage of compensation provided under
similar Delphi U.S. programs, Delphi will only be required to reimburse GMCL for the costs
that would have been incurred if GMCL applied the Delphi U.S. percentage of compensation
to the Assigned Salaried Employees. Subject to the foregoing sentence, Delphi will
reimburse GMCL for the total amount of the enhanced variable compensation award paid by
GMCL to Assigned Employees(which in respect of any options will be based on the
Black-Scholes value at the time of the grant by GMCL) assigned by GMCL to any stock
options granted by GMCL. For greater certainty, GMCL will be responsible and Delphi will
not be obliged to reimburse GMCL for the cost of exercise of any stock options granted by
GMCL.(e)
    
    General Training
 (i)
    
    GMCL will be responsible for providing any training that is
required under the Collective Agreement and Delphi will reimburse
GMCL for all costs relating to such training.(ii)
    
    Other than in respect of the training referred to in subparagraph
(i) above, GMCL and Delphi will use commercially reasonable efforts to
develop a joint process to determine the appropriate




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training to be provided to the Assigned Employees. Subject to Section
3.2(e)(i), Delphi will have primary responsibility for operations and
organizational-related training such as lean manufacturing training.
GMCL will have primary responsibility for personnel and country-related
training, including but not limited to, health and safety, human
rights, environmental and diversity training.(iii)
    
    Delphi will only be obligated to reimburse GMCL for its out-of-
pocket costs for training, such as consultants, training materials and
development costs, food and rentals of third party space. Delphi will
not be responsible for costs related to GMCL employees providing the
training or GMCL facilities used for the training.(iv)
    
    Delphi will be responsible for paying for all operations and
organizational training except to the extent that bumping caused by an
event caused by GMCL or GMCL employees other than Assigned Employees
exceeds 10% of a specific employee classification affected by the
bumping. Such training is set forth in Section 3.2(f). In such case,
either
 (1)
    
    GMCL will either (a) provide
Assigned Employees with the applicable training, or (b) will pay
(and will not be reimbursed by Delphi) for the out-of-pocket
costs for the standard operations and organizational training
provided by Delphi, including Employment Costs, for those new
Assigned Employees, above such percentage who bump in the
Businesses, or(2)
    
    GMCL will only transfer such persons
after completing the necessary training itself.
 (v)
    
    Any dispute concerning whether training should be provided, the
cost of training or the allocation of the costs therefor will be
referred to the Appeal Committee.
 (f)
    
    Skilled Trades TrainingThe Parties agree that certain training is required for particular trades:Tool &Die:




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##### 



Hands-on machine familiarization  (overlap with the resident trades person)  80 hrs.Electrician:IMT Gas Certification  120 hrs.Robot Training  80 hrs.Hands-on Equipment Familiarization  80 hrs. (overlap)Miller Weld Controls  16 hrs. (TRI-LINK only)AFS Fastening  24 hrs. (TRI-LINK only)Vision Systems  8 hrs. (TRI-LINK only)Mig Welding  8 hrs. (TRI-LINK only)Industrial Mechanic  MillwrightIMT Gas Certification  120 hrs. (Delphi should only train the 16 people and beyond that
all additional would be GMCLs responsibility)Hands-on Equipment Familiarization  80 hrs. (overlap)Mig Welding (Robots)  8 hrs. (TRI-LINK only)GMCL and Delphi will agree upon the allocation of the costs in advance of such training.(g)
    
    TravelIf it is necessary for Assigned Employees to travel in the course of their work
assignment, the travel guidelines of the GM Travel Policy, as amended from time to time,
will apply to Assigned Salaried Employees and the Collective Agreement will apply to
Assigned Hourly Employees. The Assigned Employees will be reimbursed by GMCL and Delphi
will reimburse GMCL for such costs of travel that Delphi approves in advance.




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- 18 - Lay-offs and Terminations
 (i)
    
    Lay-offs Under Thirteen Weeks
 The costs of any layoffs anticipated to be of thirteen (13) weeks or less
will be paid by GMCL and reimbursed by Delphi as incurred regardless of the
initiating cause. Such layoffs of a temporary nature and hence the required
funding will be supported by a special report to be generated by GMCL to
Delphi. When a layoff is deemed to be short term GMCL will continue to be
reimbursed in the same fashion until such time that the layoff ends.
 (ii)
    
    Lay-offs Greater than Thirteen Weeks
 (A)
    
    Delphi shall give GMCL at least
six months notice of any changes to the Businesses that may
lead to the layoff of Assigned Employees anticipated to be
greater than thirteen (13) weeks, (but at least one year in the
event of a plant closure). Delphi acknowledges that GMCL has
obligations that could be breached if Delphi fails to give GM
notice of layoffs anticipated to be greater than 13 weeks. Upon
receipt of such notice, GMCL shall provide sufficient working
notice to the CAW and any affected Assigned Hourly Employees in
compliance with the applicable statutory and Collective
Agreement notice requirements. GMCL shall pay the costs relating
to layoffs of this nature and will be reimbursed by Delphi in
respect of the Layoff Cost Amount in accordance with Sections
3.3 and 3.4.
 Vehicle Purchase Program
  3.3 Composite Fringe Amount
 (a)
    
    The Composite Fringe Amount in any year will be based initially upon the costs
determined in accordance with this Agreement for costs of the type set out in Schedule
3.3. Such amount will include an amount for layoffs of a type referred to in Section
3.2(h)(ii) and early retirement costs determined in accordance with section 3.4
(Lay-off Cost Amount). The Composite Fringe Amount will be reviewed and adjusted
annually to reflect the variance in the prior years forecast. The Parties recognise
that costs of the type set out in Schedule 3.3 are not




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- 19 - definitive of all types of costs that should be considered as part of the Composite Fringe
Amount in future years. The Composite Fringe Amount may vary from year to year reflecting
required legislative or market changes to fringe benefits paid by GMCL to its employees. As
well, the types of costs incurred may vary depending on the particular sub-population of
employees under study.(b)
    
    In relation to the OPEB Expense and the Pension Expense, which forms part of the Composite
Fringe Amount, the annual adjustment will reflect (i) the difference between the forecast
number of Assigned Employees and the actual number of such Assigned Employees and (ii) the
difference between the forecast OPEB Expense and Pension Expense upon which the monthly
invoices to Delphi are based, and the actual OPEB Expense and Pension Expense, based upon the
relevant FASB report referred to in this Section.(c)
    
    For each calendar year Delphi and GMCL will agree on a Composite Fringe Amount for Assigned
Employees that includes: (i) selected forecast fringe benefit costs for the calendar year;
and (ii) any amount carried forward from the previous calendar year that represents the
difference between the amount accrued by GMCL in accordance with this Agreement and the
amount paid by Delphi Canada. The reconciliation of the Composite Fringe Amounts contemplated
in Article 3 will be at calculated at a minimum, on an annual basis, but no later than
January of the following year. Delphi and GMCL will reconcile the Actual Composite Fringe
Benefit categories to the amount which Delphi reimbursed, on a 1/12th budget basis and the
aggregate variance will be settled no later than March 31 of the following year.(d)
    
    The Composite Fringe Amounts for Assigned Employees will include an amount for Pension
Expense reflecting active service cost only (i.e., exclude any amount for interest expense,
retiree expense or prior period actuarial gains or losses) where GMCLs liability for the
Business employees is valued on an economic basis. For pension liability valuation purposes,
all actuarial assumptions will be consistent with GMCLs prior year-end valuation as reported
in GMCLs FASB-87 report, except for: (i) the discount rate, which will be the plans
actuarially assumed asset return rate in the previous year; and (ii) the pension benefit will
be assumed to increase at the average rate over the past rolling 10 years. These exceptions
will adjust the valuation to be an economic valuation. By valuing these expenses on an
economic basis, any future pension benefit enhancements approved by GMCL will not be
incorporated in any future allocations to Delphi (i.e., the benefit plan design will remain
fixed).(e)
    
    The Composite Fringe Amounts for Assigned Hourly Employees will also include an amount for
OPEB Expense reflecting active service cost only (i.e., exclude any amount for interest
expense, retiree expense or prior period actuarial gains or




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- 20 - losses) where GMCLs liability for the Business employees is valued on an economic basis.
For OPEB liability valuation purposes, all actuarial assumptions will be consistent with
GMCLs prior year-end valuation as reported in GMCLs FASB-106 report, except for: (i) the
discount rate, which will be the Pension Plans actuarially assumed asset return rate in the
previous year; and (ii) the health care trend rate will be assumed to be 100 basis points
higher. These exceptions will adjust the valuation to be an economic valuation. By valuing
these expenses on an economic basis, any future OPEB enhancements approved by GMCL will not
be incorporated in any future allocations to Delphi (i.e., the benefit plan design will
remain fixed).(f)
    
    The hourly and salaried Composite Fringe Amounts will include amounts for other fringe
benefits that reflect GMCLs prior experience adjusted in a way consistent
with GMCLs budgeting process used to determine the expense at
GMCLs other operations.
 3.4 Lay-off Cost Amount
 (a)
    
    Delphi and GMCL will agree on Lay-off Cost Amounts for Assigned Employees in
accordance with the following process:
 (i)
    
    In May of each year, prior to the commencement of the
applicable calendar year budget process, the Parties will agree on the
next years forecast Lay-off Cost Amount using a weighted amount of
lay-off costs and the cost of early retirement. The weighting will be
determined, and mutually agreed upon based on past experience for the
number of retirement elections.(ii)
    
    The layoff costs will include SUB, IMP, VTEP payment, Health
care, group insurance and any Pension Expense and OPEB Expense as
calculated in the Composite Fringe Amount. The early retirement
allowance will include the allowance and pension plan experience loss.
(See Schedule 3.4 for examples)
 (b)
    
    The Lay-Off Cost Amount will be reviewed and adjusted annually to reflect the
difference between forecast lay-off events (i.e., timing, number and mix of layoffs
and early retirements) and actual layoff events (i.e., timing, number and mix). The
variance between forecast and actual lay-off events and resulting actual and
forecast Lay-off Cost Amounts will be subject to an annual reconciliation of the
assumed timing, number and mix of long term layoff and early retirement as part of
the reconciliation of the Composite Fringe Amount.




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- 21 - (c)
    
    The base head count for assessing the Layoff Cost Amount for 2000 calendar year
will be 449 Assigned Hourly Employees and 52 Assigned Salaried Employees. The base
head count will be reduced by 1% annually for normal attrition (such as normal
retirement without incentive payments, quit, or deaths). Such reduction will be
recognised only as of January (starting in 2001) of each year, rounded down to the
next whole number. The base head count will also be reduced for actual long-term
layoffs that have occurred and for which Delphi has agreed to pay the costs
pursuant to this Section 3.4. Base head count will be increased for additional
permanently assigned heads added to Delphi.(d)
    
    Notwithstanding anything else in this Agreement, Delphi shall only be
responsible for reimbursing layoff costs amount relating to long-term layoffs for
Assigned Employees when such layoff reduces the Assigned Employee headcount within the
Businesses below the then applicable base headcount for assessing actual layoff costs
set out in the paragraph above.
 [Delphi will be given credit against future Layoff Cost Amounts for reducing GMCL layoff
costs during periods that the Businesses Assigned Employees who are permanent active GMCL
employees are is in excess of the base head count.]
However, in such case, notwithstanding the definition of Employment Costs and Lay-off Cost
Amount, Delphi will be responsible for reimbursing GMCL for any actual layoff costs
incurred by GMCL subsequent to the commencement of this Agreement in relation to Assigned
Employees for whom it has received such credit, but only if such excess employees are
actually laid off directly from Delphi.
 3.5 Invoices




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- 22 -  4. TERM AND TERMINATION
 4.1 Termination
  1.
    
    Delphi gives written termination notice to GMCL on or before
September 1, 2001 with termination effective December 31, 2002 or such other
date to which both Parties agrees.2.
    
    Delphi gives written termination notice to GMCL on or before
September 1, 2004 with termination effective December 31, 2005 or such other
date to which Parties agrees.3.
    
    Delphi gives written termination notice to GMCL on or after
December 31, 2005 with termination effective at least one year after notice has
been given or such other date to which GMCL agrees.4.
    
    GMCL gives written termination notice to Delphi with termination
effective at least to one year after notice has been given.
  4.2 Insolvency Default
  (a)
    
    if the other Party does not generally pay its debts when such debts become due
or admits in writing its inability to pay its debts generally or becomes insolvent or
makes a general assignment for the benefit of creditors or conveys or transfers any of
its material property with a view to delaying, defeating or hindering creditors or any
proceedings are instituted by or against the other Party seeking to adjudicate it a
bankrupt or insolvent or seeking liquidation or winding up, reorganization or relief
of debtors or other similar law or seeking the entry of an order for relief or




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- 23 - the appointment of a receiver, trustee, custodian or other similar official for it
or for any substantial part of its property (excluding proceedings being contested
by the other Party in good faith so long as any enforcement proceedings are
stayed), or if a receiver, trustee, custodian or other similar official for it or
for any substantial part of its property is appointed, or any of them shall take
any corporate action to authorize any of the actions set forth above in this
clause;(b)
    
    if an order shall be made or an effective resolution passed for the
winding-up, liquidation or dissolution of the other Party; or(c)
    
    if an encumbrancer shall take possession of all or a substantial part of the
property of the other Party (whether by appointment of a receiver, receiver and
manager or otherwise) or if a distress or execution or any similar process be levied
or enforced there against and remain unsatisfied for such period as would permit such
property or such substantial part thereof to be sold thereunder.
  4.3 Force Majeure
  5. INDEMNITY
 5.1 Indemnity by GMCL
  (a)
    
    product liability claims in respect of products manufactured by GMCL Assigned
Employees for Delphi pursuant to this Agreement, but only to the extent of any Loss
attributable to the gross negligence or wilful misconduct of GMCL or its




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##### 



- 24 - employees in failing to comply with Delphis manufacturing processes and
procedures as required under this Agreement. For greater certainty Delphi is
responsible and liable for all aspects of the design and engineering of such
products manufactured after the date of the Agreement;(b)
    
    all employment related claims by Assigned Employees, or by the CAW on behalf
of Assigned Employees, except (i) that such indemnity shall not preclude GMCL from
claiming reimbursement from Delphi for any portion of such Losses that are otherwise
amounts reimbursable by Delphi to GMCL under this Agreement and (ii) this indemnity
does not extend to Losses to the extent, such Losses, are attributable to (A) GMCL
properly implementing Delphi Annual Operating Parameters or (B) to the gross
negligence of Delphi or wilful misconduct of Delphi Employees, (including without
limitation, breach of Laws, or actions constituting sexual harassment or constructive
dismissal);(c)
    
    claims by the CAW in relation to this Agreement and GMCLs performance of
the terms of this Agreement, except to the extent that the claim relates to the
actions of GMCL taken at the direction of Delphi or in accordance with the proper
implementation of the Annual Operating Parameters.(d)
    
    claims, including prosecutions and other regulatory proceedings, commenced
against Delphi Canada as a result of the alleged failure of GMCL to comply with the
duties and responsibilities under applicable Laws in relation to GMCLs provision of
Services under this Agreement.
 5.2 Indemnity by Delphi
  (a)
    
    product liability claims relating to products manufactured after the date of
this Agreement, except claims that are specified as a GMCL liability
in s. 5.1(i);
or(b)
    
    any employment related claims by Delphi Employees, except to the extent that
such claims relates to the gross negligence of GMCL or wilful misconduct of GMCL
employees (other than Assigned Employees) including breach of Laws, actions
constituting sexual harassment or constructive dismissal.
 5.3 Certain Limitations




---



##### 



- 25 -  5.4 Sole Remedy
  5.5 Dispute Resolution




---



##### 



- 26 -  6. INSPECTION OF RECORDS
 6.1 Records




---



##### 



- 27 - 7. COMPLIANCE WITH LAW
 7.1 Compliance with Law
  7.2 Permits and Approvals
  7.3 Governing Law
  8. CONFIDENTIALITY
 8.1 GMCLs Name
  8.2 Delphi Confidentiality Obligations




---



##### 



- 28 -   (a)
    
    information which is in the public domain or public information at the time
of Delphis receipt thereof from GMCL;(b)
    
    information which, after Delphis receipt thereof from GMCL, becomes part of
the public domain or public information through no act or fault of Delphi;(c)
    
    information which Delphi can show was lawfully in Delphis possession prior
to the receipt thereof from GMCL;(d)
    
    information which at the time it was received in good faith by Delphi from
an independent third patty was lawfully in possession of such third party and under
no obligation of secrecy; and(e)
    
    information which is released from the provisions of this Agreement by the
written authorization of GMCL.




---



##### 



- 29 -    8.3 GMCL Confidentiality Obligations
   (a)
    
    information which is in the public domain or public information at the time of
GMCLs receipt thereof from Delphi;(b)
    
    information which, after GMCLs receipt thereof from Delphi, becomes part of
the public domain or public information through no act or fault of GMCL;




---



##### 



- 30 - (c)
    
    information which GMCL can show was lawfully in GMCLs possession prior to the
receipt thereof from Delphi;(d)
    
    information which at the time it was received in good faith by GMCL from an
independent third party was lawfully in possession of such third party and under no
obligation of secrecy; and(e)
    
    information which is released from the provisions of this Agreement by the
written authorization of Delphi.




---



##### 



- 31 -  8.4 Public Disclosures
  9. NOTICE
 9.1 Notice




---



##### 



- 32 -




---



##### 



- 33 - 10. GENERAL
 10.1 Cooperation
  10.2 Survival
  10.3 No Assignment
  10.4 Time
  10.5 Singular, etc.




---



##### 



- 34 - 10.6 Headings
  10.7 Currency
  10.8 Entire Agreement
  10.9 Waiver and Modification
  10.10 Business Day
  10.11 Counterparts




---



##### 



- 35 - 10.12 Third Parties




---



##### 



IN WITNESS WHEREOF,
 GENERAL MOTORS OF CANADA LIMITEDBy:
    
    /s/ L. D. WarrallTitle:By:
    
    /s/ J. Zur SchmiedeTitle:DELPHI CANADA INC.By:
    
    /s/ Richard J. WilkinsTitle:By:Title:
 APPROVEDFINANCIAL
    
    
    LEGALBPM
    
    
    CC4/28/00DATE
    
    
    DATEApril 28, 2000




---



##### 



SCHEDULE
2.1
 TOTAL EMPLOYEES
 LOCATION
    
    HOURLY EMPLOYEES
    
    SALARIED EMPLOYEESOSHAWA BATTERY
    
    
    244
    
    
    
    25TRI-LINK
    
    
    205
    
    
    
    27TOTAL
    
    
    449
    
    
    
    52
 Hourly Employees on leave, etc.
 Oshawa BatteryLeave
    
    
    4Layoff
    
    
    8Total
    
    
    12Oshawa Tri-LinkLeave
    
    
    3Layoff
    
    
    3Total
    
    
    6




---



##### 



Schedule 3.1(b)  Payroll Related Actuals
 Description
    
    Group1 Straight Time
    
    Hourly
    
    Salary2 Shift Premiums
    
    Hourly
    
    Salary3 Overtime
    
    Hourly
    
    Salary4 COLA
    
    Hourly5 Vacation Pay (PAA. SPA)
    
    Hourly6 Special Payment (Holiday Bonus)
    
    Hourly
    
    Salary7 Holiday Pay
    
    Hourly8 Short Work Week Benefits
    
    Hourly9 Bereavement. Election & Jury
Duty
    
    Hourly10 Disability Leave of Absence
    
    Hourly
    
    Salary11 Military leave of Absence
    
    Hourly12 Enhanced Variable Pay
    
    
    
    Salary13 Health Care Tax
    
    Hourly
    
    Salary14 Employment Insurance
    
    Hourly
    
    Salary15 Employment Insurance Rebate
    
    
    
    Salary16 Canada Pension Plan
    
    Hourly
    
    Salary17 Stock Savings Plan
    
    
    
    Salary18 Tuition and Tool Allowance
    
    Hourly19 Tuition Refund
    
    Hourly
    
    Salary20 Workers Compensation
    
    Hourly
    
    Salary21
Short-term Layoff Costs
    
    Hourly
    
    Salary22 Short-term Leave
    
    Hourly
    
    salary




---



##### 



Schedule 3.3  Composite Fringe Items
 Description
    
    Group23 Wages
Training Program
    
    Hourly24 Group Life Insurance
    
    Hourly
    
    Salary25 Health Care Benefits
    
    Hourly
    
    Salary26 Substance Abuse
    
    
    
    Salary27 Legal
Services Plan
    
    Hourly28 Retiree
Health Group / OPEB
    
    Hourly
    
    Salary29 Pension Plan
    
    Hourly
    
    Salary30 Stock
Savings Plan
    
    Hourly31 National Training Fund
    
    Hourly32 Paid Educational Leave
    
    Hourly33 Training
Fund  National Overtime Penalty
    
    Hourly34 Long-term
Layoff Costs
    
    Hourly
    
    Salary35 Special
Canadian Contingency Plan
    
    Hourly36  Other
Benefits As Agreed To By GMCL And Delphi From Time to Time
    
    Hourly
    
    Salary




---



##### 



Schedule 3.4
 Layoff Cost Example (Salary)
 Salary Layoffs
    
    2000 CY
    
    2001 CY
    
    2002 CYYear 1Sub payments per head
(6 mths* 6140/mth * 75%) + (6 mths * 6140/mth * 60%), lese EI portion
    
    
    33,627
    
    
    
    35,308
    
    
    
    37,074Health care
per head (1 mth * 307.07 + 11 mths * 222.79)
    
    
    2,758
    
    
    
    2,803
    
    
    
    3,055Group Inc
per head (1 mth @ 222.96 + 11 mths @ 98.09)
    
    
    1,302
    
    
    
    1,367
    
    
    
    1,435Pension Cost
    
    
    5,800
    
    
    
    6,090
    
    
    
    6,395OPEB Cost
    
    
    1,400
    
    
    
    1,474
    
    
    
    1,551Total Costs - year 1
    
    
    44,887
    
    
    
    47,141
    
    
    
    49,509Year 2Sub payments
per head (12 mths @ $6140/mth * 60%)
    
    
    44,208
    
    
    
    48,418
    
    
    
    48,739Heath care per head (12 mths @ 222,79)
    
    
    2,673
    
    
    
    2,814
    
    
    
    2,982Group Inc
per head (12 mtha @ 98,09)
    
    
    1,177
    
    
    
    1,236
    
    
    
    1,298Pension Cost
    
    
    5,800
    
    
    
    6,090
    
    
    
    6,395OPEB Cost
    
    
    1,400
    
    
    
    1,474
    
    
    
    1,551Total Costs
- year 2
    
    
    55,259
    
    
    
    58,032
    
    
    
    60,944Year 3ICP payments per head (12 mths @ $6140/mth * 60%)
    
    
    44,208
    
    
    
    46,418
    
    
    
    48,739Total Costs
- year 3
    
    
    44,208
    
    
    
    46,418
    
    
    
    48,739Total Layoff Costs Per Employee
    
    
    144,353
    
    
    
    151,592
    
    
    
    159,193




---



##### 



Schedule 3.4
 Layoff Cost Example (Hourly)
 2000 CY
    
    2001 CY
    
    2002 CYEarly Retirements
    
    90%
    
    90%
    
    90%Document 12 Early Retirement Incentive
    
    
    50,000
    
    
    
    50,000
    
    
    
    50,000Pension Plan Experience Loss
    
    
    98,650
    
    
    
    98,650
    
    
    
    98,650Total Early Retirement Costs Per Employee
    
    
    148,650
    
    
    
    148,650
    
    
    
    148,650
 Layoffs
    
    10%
    
    10%
    
    10%Year 1Sub payments per head (52 weeks * $698/Week), less El portion
- (52*698)-(39*413)
    
    
    20,189
    
    
    
    21,198
    
    
    
    22,258Health care per head (1 mth * 264.31 + 11 mths * 188.42)
    
    
    2,337
    
    
    
    2,460
    
    
    
    2,589Group Ins
per head (1 mth @ 204.08 + 11 mths @ 46.43)
    
    
    715
    
    
    
    751
    
    
    
    788Pension Cost
    
    
    5,000
    
    
    
    5,250
    
    
    
    5,513OPEB Cost
    
    
    1,100
    
    
    
    1,158
    
    
    
    1,219Total Costs
- year 1
    
    
    29,341
    
    
    
    30,816
    
    
    
    32,366Year 2Sub payments per head (52 weeks @ $698/week)
    
    
    36,296
    
    
    
    38,111
    
    
    
    40,016Health care per head (12 mths @ 168.42)
    
    
    2,261
    
    
    
    2,380
    
    
    
    2,505Group Ins per head (12 mths @ 46.43)
    
    
    557
    
    
    
    565
    
    
    
    614Pension Cost
    
    
    5,000
    
    
    
    5,250
    
    
    
    5,513OPEB Cost
    
    
    1,100
    
    
    
    1,158
    
    
    
    1,219Total Costs - year 2
    
    
    45,214
    
    
    
    47,483
    
    
    
    49,866Year 3IMP payments per head (52 weeks @ $644/week)
    
    
    33,488
    
    
    
    35,162
    
    
    
    36,921Health care per head (12 mths @ 188.42)
    
    
    2,261
    
    
    
    2,380
    
    
    
    2,505Group Ins per head (12 mths @ 46.43)
    
    
    557
    
    
    
    585
    
    
    
    614Total Costs
- year 3
    
    
    36,306
    
    
    
    38,127
    
    
    
    40,039Year 4Sub payments per head (52 weeks @ $698/week)
    
    
    36,296
    
    
    
    38,111
    
    
    
    40,016Health care per head (12 mths @ 188.42)
    
    
    2,261
    
    
    
    2,380
    
    
    
    2,505Group Ins per head (12 mths @ 46.43)
    
    
    557
    
    
    
    586
    
    
    
    614Total Costs - year 4
    
    
    39,114
    
    
    
    41,076
    
    
    
    43,135Year 5Sub payments per head (26 weeks @ $698/week)
    
    
    18,148
    
    
    
    19,055
    
    
    
    20,008Health care per head (6 mths @ 188.42)
    
    
    1,131
    
    
    
    1,190
    
    
    
    1,252Group Ins per head (6 mths @ 46.43)
    
    
    279
    
    
    
    293
    
    
    
    307Total Costs - year 5
    
    
    19,557
    
    
    
    20,538
    
    
    
    21,568Total Layoff Costs Per Employee
    
    
    169,532
    
    
    
    178,040
    
    
    
    186,975




---



##### 



SCHEDULE
3.5




---



##### 



Schedule 3.5  Invoice Delphi Funding Schedule  Calendar Year 2000
 Short-termLayoff/
    
    SalariedHourly Pay
    
    Leave
    
    PayFunding
    
    Funding
    
    FundingMonth
    
    Code A
    
    Code A*
    
    Code BMay
    
    10th
    
    11th
    
    12th17th
    
    18th
    
    30th25th
    
    26th31st
    
    1stJune
    
    7th
    
    8th
    
    14th14th
    
    15th
    
    28th21st
    
    22nd28th
    
    29thJuly
    
    5th
    
    6th
    
    12th12th
    
    13th
    
    28th19th
    
    20th26th
    
    27th .August
    
    2nd
    
    3rd
    
    14th10th
    
    11th
    
    30th16th
    
    17th23rd
    
    24th30th
    
    31stSeptember
    
    7th
    
    8th
    
    13th13th
    
    14th
    
    27th20th
    
    21st27th
    
    28thOctober
    
    4th
    
    5th
    
    11th12th
    
    13th
    
    30th18th
    
    19th25th
    
    26thNovember
    
    1st
    
    2nd
    
    14th8th
    
    9th
    
    29th15th
    
    16th22nd
    
    23rd29th
    
    30thDecember
    
    6th
    
    7th
    
    13th13th
    
    14th
    
    20th20th
    
    21st28th
    
    29th




---



##### 



Schedule 3.5
 Invoice Payroll & Composite Fringe Funding Legend
 Funding Code
    
    A
    
    Delphi To Reimburse WeeklyA
    
    Delphi To Reimburse WeeklyB
    
    Delphi To Reimburse Semi-MonthlyC
    
    Delphi To Reimburse Monthly
 Employee
    
    Funding
    
    Employee
    
    FundingDescription
    
    Group
    
    Code
    
    Group
    
    Code1 Straight Time
    
    Hourly
    
    
    A
    
    
    Salary
    
    
    B2 Shift premiums
    
    Hourly
    
    
    A
    
    
    Salary
    
    
    B3 Overtime
    
    Hourly
    
    
    A
    
    
    Salary
    
    
    B4 COLA
    
    Hourly
    
    
    A5 Vacation
Pay (PAA, SPA)
    
    Hourly
    
    
    A6 Special Payment (Holiday Bonus)
    
    Hourly
    
    
    A
    
    
    Salary
    
    
    B7 Holiday Pay
    
    Hourly
    
    
    A8 Short Work Week Benefits
    
    Hourly
    
    
    A9
Bereavement Election & Jury Duty
    
    Hourly
    
    
    A10 Disability Leave of Absence
    
    Hourly
    
    
    A
    
    
    Salary
    
    
    B11 Military leave of Absence
    
    Hourly
    
    
    A12 Enhanced
Variable Pay
    
    
    
    
    
    
    
    
    
    Salary
    
    
    B13 Health CareTax
    
    Hourly
    
    
    C
    
    
    Salary
    
    
    C14 Employment Insurance
    
    Hourly
    
    
    A
    
    
    Salary
    
    
    B15 Employment Insurance Rebate
    
    
    
    
    
    
    
    
    
    Salary
    
    
    B16 Canada
Pension Plan
    
    Hourly
    
    
    A
    
    
    Salary
    
    
    B17 Stock Savings Plan
    
    
    
    
    
    
    
    
    
    Salary
    
    
    B18 Tuition
and Tool Allowance
    
    Hourly
    
    
    A19 Tuition Refund
    
    Hourly
    
    
    A
    
    
    Salary
    
    
    B20 Workers Compensation
    
    Hourly
    
    
    C
    
    
    Salary
    
    
    C21
Short-term Layoff Costs
    
    Hourly
    
    
    A*
    
    
    Salary
    
    
    B22
Short-term Leave
    
    Hourly
    
    
    A*
    
    
    Salary
    
    
    B23 Wages Training Program
    
    Hourly
    
    
    C24 Group Life Insurance
    
    Hrly/Salary
    
    
    C25 Health Care Benefits
    
    Hrly/Salary
    
    
    C26 Substance Abuse
    
    Salary
    
    
    C27 Legal Services Plan
    
    Hourly
    
    
    C28 Retiree Health Group/OPEB
    
    Hrly/Salary
    
    
    C29 Pension Plan
    
    Hrly/Salary
    
    
    C30 Stock Savings Plan
    
    Hourly
    
    
    C31 National Training Fund
    
    Hourly
    
    
    C32 Paid Educational Leave
    
    Hourly
    
    
    C33 Training Fund -National O/T Penalty
    
    Hourly
    
    
    C34 Long-term Layoff Costs
    
    Hrly/Salary
    
    
    C35 Special Canadian Contingency Plan
    
    Hourly
    
    
    COther Benefits As Agreed To By36 GMCL Delphi From Time to Time
    
    Hrly/Salary
    
    
    C




---



##### 



SCHEDULE 8.2
 DELPHI SALARIED EMPLOYEES
CONFIDENTIALITY ACKNOWLEDGMENT
      Yours very truly,By:[Name of Employee]
    
    
    
    Witness SignatureDate:
    
    
    
    
    
    Name
of Witness (Printed)




---



##### 



SCHEDULE 8.3
 GMCL ASSIGNED SALARIED EMPLOYEES
CONFIDENTIALITY ACKNOWLEDGMENT
      Yours very truly,By:[Name of Employee]
    
    
    
    Witness SignatureDate:
    
    
    
    
    
    Name
of Witness (Printed)




---



##### 



Exhibit 5.01(a)(vii)(iii)
 Administrative Services Agreement between Delphi Canada, Inc. and General Motors
Canada Limited, dated as of May 1, 2000




---



##### 



ADMINISTRATIVE SERVICES AGREEMENT
 THIS ADMINISTRATIVE SERVICES AGREEMENT
 WHEREAS,
 WHEREAS,
 WHEREAS,
 WHEREAS,
 WHEREAS,
 WHEREAS,
 NOW, THEREFORE,
 1.
    
    Provision of Services




---



##### 



- 2 -




---



##### 



- 3 -  except only
    2.
    
    Pricing
 provided that,




---



##### 



- 4 -    3.
    
    Payment
  4.
    
    Term




---



##### 



- 5 -   5.
    
    Independent Contractor Relationship
  6.
    
    Limitation of Liability
  7.
    
    Indemnification
  8.
    
    Audit Rights




---



##### 



- 6 -  9.
    
    Proprietary Information
  10.
    
    Force Majeure
  11.
    
    Notices




---



##### 



- 7 -   
  
  
   
 12.
    
    Entire Agreement
  13.
    
    Waiver




---



##### 



- 8 -  14.
    
    Severability
  15.
    
    Specific Performance
  16.
    
    Amendment
  17.
    
    Counterparts




---



##### 



- 9 - 18.
    
    Headings
  19.
    
    Governing Law
  20.
    
    Defined Terms
  21.
    
    Disputes
  22.
    
    Benefit of Agreement




---



##### 



- 10 -  IN WITNESS WHEREOF,
 GENERAL MOTORS OF CANADA LIMITEDBy:
    
    /s/ L. D. WorrallName: L. D. WorrallTitle:   Vice PresidentBy:
    
    /s/ J. Zur Schmiede
    C.S.Name:  J. Zur Schmiede
Title:   Vice PresidentDELPHI CANADA INC.By:
    
    /s/ Richard J. WilkinsName: Richard J. Wilkins

Title:   Chief Financial OfficerI have authority to bind the Corporation
 APPROVEDFINANCIAL
    
    
    LEGALRDC
    
    
    CC4/28/00DATE
    
    
    DATEApril 28/2000




---



##### 



Exhibit 1.1
 Administrative
Services Agreement
(ASA)
 Delphi
Canada Inc. & General Motors of Canada Ltd.
 AnnualizedBattery
    
    Annual Cost
    
    Trilink
    
    Annual Cost
    
    CostService
    
    Monthly
    
    Battery
    
    Month*
    
    Trilink
    
    Both Plants
    
    Dept Number
    
    Comment/IssuesEnvironmental
(incl. Wastewater
Treatment)
    
    $
    5,833
    
    
    $
    69,996
    
    
    $
    4,500
    
    
    $
    54,000
    
    
    $
    123,996
    
    
    
    19905
    
    
    Source: Work effort study 2000 budgetMedical Services Regional
Personnel
    
    $
    7,043
    
    
    $
    84,516
    
    
    $
    7,043
    
    
    $
    84,516
    
    
    $
    169,032
    
    
    
    19955
    
    
    ONA negotiationed  contract increasesSecurity Services Regional
Personnel
    
    $
    31,161
    
    
    $
    373,932
    
    
    $
    31,161
    
    
    $
    373,932
    
    
    $
    747,864
    
    
    
    19959
    
    
    Security here includes Fire
Protection which is a mostly Pinkerton  expense and maintence to
fire equipment.Security Services Divisional
Personnel
    
    $
    569
    
    
    $
    6,828
    
    
    $
    568
    
    
    $
    6,816
    
    
    $
    13,644
    
    
    
    19305Industrial Hygiene Divisional
Personnel
    
    $
    2,417
    
    
    $
    29,004
    
    
    $
    2,000
    
    
    $
    24,000
    
    
    $
    53,004
    
    
    
    19105
    
    
    This is a natural split out of
the allocation to  account 19105, was previously only Industrial Hygiene.Health &. Safety Divisional
Personnel
    
    $
    2,500
    
    
    $
    30,000
    
    
    $
    2,000
    
    
    $
    24,000
    
    
    $
    54,000
    
    
    
    19105
    
    
    This is a natural split out of the allocation  to account 19105, was previously only Industrial Hygiene.Industrial Relations Divisional
Personnel
    
    $
    6,354
    
    
    $
    76,248
    
    
    $
    6,353
    
    
    $
    76,236
    
    
    $
    152,484
    
    
    
    19205
    
    
    2000 includes  CAW National
Co-ordinators (new) as well as post negotiations benefit book, joint annual meeting, other  union (powerhouse) negotiationsDiv Admin / Employment Equity
Divisional Personnel
    
    $
    4,013
    
    
    $
    48,156
    
    
    $
    4,012
    
    
    $
    48,144
    
    
    $
    96,300
    
    
    
    19405Organization
& Employee Dev.
Divisional Personnel
    
    $
    826
    
    
    $
    9,912
    
    
    $
    825
    
    
    $
    9,900
    
    
    $
    19,812
    
    
    
    19705Sal
Personnal/Comp. Ban.
Policy Divisional Personnel
    
    $
    2,000
    
    
    $
    24,000
    
    
    $
    2,000
    
    
    $
    24,000
    
    
    
    $48,000
    
    
    
    19805
    
    
    Salaried Personnel / Compensation Benefit PolicyPersonnel Admin Regional
Personnel
    
    $
    401
    
    
    $
    4,612
    
    
    $
    400
    
    
    $
    4,800
    
    
    $
    9,612
    
    
    
    19958
    
    
    Wages/Fringe, trainging  travel,
Floral Tribute, Call center services.Labour Relations Regional
Personnel
    
    $
    1,311
    
    
    $
    15,732
    
    
    $
    1,310
    
    
    $
    15,720
    
    
    $
    31,452
    
    
    
    19960
    
    
    Labour relations and CAW reps, InterfaceCross docking Expense Stores
Car Plant
    
    $
    1,335
    
    
    $
    16,020
    
    
    $
    765
    
    
    $
    9,180
    
    
    $
    25,200
    
    
    
    19666
    
    
    This expense is from the Car plant.Handling Fee
Expense Stores Car Plant
    
    $
    1,890
    
    
    $
    22,680
    
    
    $
    1,890
    
    
    $
    22,680
    
    
    $
    45,360
    
    
    
    19766/19866
    
    
    This expense is from the Car plant.Indirect Material Buyer GMCL
Indirect Material Purchasing
    
    $
    1,583
    
    
    $
    18,996
    
    
    $
    1,583
    
    
    $
    18,996
    
    
    $
    37,992
    
    
    
    19937
    
    
    Source: Assessment
Worksheet-Allocation of  .75 heels and related costs for Indirect purchasingMOA Tracking of Expense
    
    $
    250
    
    
    $
    3,000
    
    
    $
    250
    
    
    $
    3,000
    
    
    $
    6,000
    
    
    
    
    
    
    This is the cost that MOA Incurs
in tracking and billing for expense reports and other ASA  billing.
 [ILLEGIBLE]




---



##### 



Delphi Canada Inc. & General Motors of Canada Ltd.
 AnnualizedBattery
    
    Annual Cost
    
    Trilink
    
    Annual Cost
    
    CostService
    
    Monthly
    

Battery
    
    Monthly
    
    Trilink
    
    Both Plants
    
    Dept Number
    
    Comment/IssuesHourly Employment
    
    $
    417
    
    
    $
    5,004
    
    
    $
    417
    
    
    $
    5,004
    
    
    $
    10,008
    
    
    
    19961Payroll
    
    $
    28,167
    
    
    $
    334,004
    
    
    $
    21,167
    
    
    $
    254,004
    
    
    $
    592,008
    
    
    
    36520
    
    
    Includes department work effort
plus carrier admin. costsTimekeeper
    
    $
    1,750
    
    
    $
    21,000
    
    
    $
    1,750
    
    
    $
    21,000
    
    
    $
    42,000
    
    
    
    
    
    
    The portion of the timekeeper needed for Delphi personnel.Maintaining Almanu
    
    
    
    
    
    $
    0
    
    
    
    
    
    
    $
    0
    
    
    $
    0
    
    
    
    
    
    
    Special Requests Only (pay as you Go)Logistic
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    
    
    
    
    There is no fee for this
service. Direct freight charges will be handled through Corpay.Supplier Quality
Laboratory Salt
Spray testing
    
    
    
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    
    
    
    
    Assume Delphi has their own salt spray equipmentTotals
    
    $
    99,820
    
    
    $
    1,197,840
    
    
    $
    89,994
    
    
    $
    1,079,928
    
    
    $
    2,277,768
 Total Annual ASAMonthly Battery
    
    

Annual Battery
    
    
    Monthly  Trilink
    
    
    Annual Trilink
    
    
    Cost
 2 of 2




---



##### 



Exhibit 5.01(a)(viii)
 Trademark and Trade Name Agreement, dated as of January 1, 1999, between Delphi
 Automotive Systems Corporation (n/k/a Delphi), DAS, and GM




---



##### 



Exhibit A-3
 TRADEMARK AND TRADE NAME AGREEMENT
  WITNESSETH
     1.
    
    DEFINITIONS. The following terms have the meaning ascribed to them herein:ACDelco Trademark. The term ACDelco Trademark shall mean the trademarks
AC, DELCO, ACDelco and all formatives and derivatives thereof.Business Sector. The term Business Sector shall mean the Delphi
Automotive Systems Group, including its affiliated companies.GMSPO. The term GMSPO shall mean General Motors Service Parts Operations,
a division of GM.Business Relationship Agreement. The term Business Relationship Agreement
shall mean the Delphi/SPO Business Relationship Agreement between DAS and GM
included among the Ancillary Agreements to the Master Separation Agreement.Assigned Trademarks. The term Assigned Trademarks shall mean the DELPHI
trademark, the other trademarks set forth in Exhibit A, any other trademarks used
exclusively in the Business Sector, and all common law rights as well as the
applications for and registrations thereof worldwide.Assigned Trade Names. The term Trade Names shall mean the subsidiary and
joint venture company names set forth on Exhibit C, and divisional, departmental
and business unit names of the Business Sector immediately prior to the Effective
Date.




---



##### 



Legacy Trademarks. The term Legacy Trademarks shall mean the HARRISON, PACKARD,
PACKARD ELECTRIC [add PACKARD ELECTRIC to Exhibit A?], SAGINAW, ROCHESTER, NDH trademarks
and associated logos which are included in the Assigned Trademarks.Licensed Trademarks. The term Licensed Trademarks shall mean the ACDelco
Trademarks (Exhibit B) and Licensed Delco Electronics Trademarks.Licensed Trade Name. The term Licensed Trade Name shall mean the Trade name
Delco Electronics when used in relation to the business of Delco Electronics Corporation
and its subsidiaries and affiliated companies (Exhibit D).Licensed Delco Electronics Trademarks. The term Licensed Delco Electronics
Trademarks shall mean the trademarks DELCO and DELCO ELECTRONICS in block letters
orlogotype format (Exhibit E) when used in relation to the current business of
Delco Electronics Corporation and its subsidiaries and affiliated companies.Effective Date. The term Effective Date shall mean 1 January 1999.Products. The term Products shall mean those automotive components manufactured,
assembled, designed, processed, marketed, offered for sale, sold, imported, installed or
serviced by or in the conduct of the Business Sector immediately prior to the Effective
Date.Quality Standards. The term Quality Standards shall have the meaning described
in Paragraph 11 (a) herein.Territory. The term Territory shall mean worldwide.Third Party Licensees. The term Third Party Licensees shall mean contract
manufacturers/assemblers, licensees, joint ventures and subsidiary companies set forth on
Exhibit F.Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to
them in the Master Separation Agreement.2.
    
    ASSIGNMENTGM hereby assigns its right, title and interest in and to the Assigned Trademarks, the
Assigned Trade Names, the goodwill associated therewith, and all trademark and Trade name
license agreements relating thereto worldwide (Exhibit C) to DT and DT shall assume
responsibility for all trademark and Trade name applications,
registrations, prosecutions, oppositions, cancellations and litigation related thereto. DT
will be responsible for recording such assignments to the extent required by local law; the
costs of recording will be considered a Project Oracle expense.
 (a)
    
    With respect to the Legacy Trademarks:
 2




---



##### 



(i) DAS agrees that for the duration of the Business Relationship Agreement (through 31
December 2000), and except as provided in Subparagraphs (b) and (c) of this Section, the
Legacy Trademarks will be used only in relation to OEM business and will always be used
in association with the DELPHI trademark and Trade name.(ii) If DAS elects to cancel the Business Relationship Agreement or allow it to
terminate, DAS agrees not to use or permit others to use the Legacy Trademarks in
relation to aftermarket sales until after 31 December 2001. However, if GM elects to
cancel the Business Relationship Agreement, then DT may use and permit others to use the
Legacy Trademarks in relation to aftermarket sales after 31 December 2000.(iii) DAS agrees that it will not use the Legacy Trademarks in Europe and South America
in relation to aftermarket sales so long as it is using the ACDelco Trademark.(b)
    
    DT may permit DAS and its subsidiary and affiliated companies and third party licensees to
continue to use Legacy Trademarks alone in existing tooling and on current Products; however,
when tooling is replaced or refurbished the DELPHI trademark will be substituted for or added
to the Legacy Trademark if it is commercially practical to do so.(c)
    
    DT grants to GM a perpetual, nonexclusive, royalty free license, with the right to
sublicense, the Assigned Trademarks or Licensed Delco Electronics Trademarks for use in
relation to restoration parts (including all related prints, drawings, specifications and
tools) for GM vehicles to the extent such parts are no longer manufactured by DAS or DAS no
longer desires to manufacture or have those parts manufactured. GM agrees that all such
restoration parts shall comply with provisions corresponding to the Goodwill provisions set
forth in Paragraph 8 below, the Protection of Rights provisions provided in Paragraph 9 below
and the Quality Control provisions set forth in Paragraph 11 below. GM also agrees to
indemnify DT and its affiliated companies and hold them harmless from any and all liability
with regard to such restoration parts. DAS and GM will each appoint a representative to be
responsible for restoration parts matters.(d)
    
    DAS agrees that with regard to the FREEDOM trademark:
 3




---



##### 



(i) In North America, for the duration of the Business Relationship Agreement, it
will not use or permit others to use the FREEDOM trademark in the aftermarket
either alone or in relation to another trademark and that the FREEDOM trademark
will only be used on batteries supplied to and as requested by GMSPO(ii) In Europe and South America, with the exception of Brazil and other MERCOSUR
countries (Argentina, Paraguay, Uruguay), it will not use, or permit others to
use, the FREEDOM trademark, alone or in relation to DELPHI or any other trademark
in the aftermarket until it has ceased use of the ACDelco trademark. DAS
undertakes that it and its distributors and licensees (Exhibit F) cease use of the
ACDelco trademark within 12 months of the Effective Date as provided in Paragraph
5(a)(ii).(e)
    
    GM shall retain ownership of the VOYAGER trademark for marine batteries.
However, GM agrees that it will only use the VOYAGER trademark on marine batteries it
purchases from DAS.(f)
    
    DAS undertakes that it will not adopt and use the part numbers and/or
merchandising numbers used by GM for parts sold other than to GM or any other such
numbering scheme that would be confusingly similar to that used by GM. However, this
shall not preclude DAS from referring to GM part numbers for cross-referencing
purposes.
 3.
    
    TRADE NAME/COMPANY NAME CHANGEDAS undertakes to promptly amend or change the names of the companies listed on Exhibit G
so as to eliminate the use of the ACDelco or other GM trademark or Trade name.4.
    
    GRANT
OF
TRADE
NAME
AND
TRADEMARK
LICENSE
FOR
DELCO
ELECTRONICS
 (a)
    
    Trade Name Grant. GM grants DT the right to grant DE and DEs
subsidiaries and
affiliates, joint ventures, and sublicensees in existence immediately prior to the
Effective Date (Exhibit D) a exclusive, royalty free license to use the Licensed
Trade Name. DE shall display the Licensed Trade Name in the logo type shown in
Exhibit E and such other logotypes containing the Licensed Trade Name as DE may
adopt (any such logotype being subject to GMs written consent not to be
unreasonably delayed or withheld), but DE
 4




---



##### 



will not display the Licensed Trade Name in any other logo without prior written approval
of GM.(b)
    
    Trademark Grant. Subject to the terms and conditions of this Agreement, GM hereby
grants DT the right to grant to DE and DEs subsidiaries and affiliates, joint ventures, and
sublicensees in existence immediately prior to the Effective Date a royalty free license to
use the Licensed Delco Electronics Trademarks on current Products and future automotive audio
products.(i) The grant shall include all typical uses such as letterhead, business cards, signage
as well as the advertising, promotion, distribution, service and sale of products in the
Territory except as provided herein, and shall include use as a corporate name as well as
a Trade name.(c)
    
    Sole Use. DE agrees that its use of the Licensed Trade Name and the Licensed Delco
Electronics Trademarks is with the permission of GM.(d)
    
    Scope of Use. DE undertakes to wind down the use of the Licensed Delco Electronics
Trademarks on products other than automotive audio equipment over a two-year period or as
tooling is replaced or refurbished.(e)
    
    Term. The term of the license granted in this Section 4 shall be perpetual, fully
paid, royalty-free and commence on the Effective Date, and shall continue unless terminated
as provided herein or until such time as DE has ceased use of the Licensed Trade Name and
Licensed Delco Electronics Trademarks for two years or has notified GM that it has ceased
their use.(f)
    
    Non-Assignment. It is agreed that nothing contained in this Agreement shall be
construed as an assignment or grant to DE, DT or DAS of any other right, title or interest in
or to the Licensed Trade Name, it being understood that all rights relating thereto are
reserved by GM, except for the license of the right to use and utilize the Licensed Trade
Name only as specifically and expressly provided in this Agreement.(g)
    
    Standard of Conduct. GM acknowledges that the overall manner in which business is
being conducted by DE meets its high standards. So as not to impair the substantial goodwill
that GM has built up and
 5




---



##### 



now possesses in the Licensed Trade Name it is an essential condition of this
Agreement, and DE hereby covenants and agrees: (i) that the overall manner in
which the business will be conducted under this Agreement, and any use of the
Licensed Trade Name in connection therewith, shall meet or exceed the standard of
DE as of the Effective Date; (ii) that business will be conducted in all material
respects in accordance with all applicable and material federal, state and local
laws and regulations; and (ii) that the activities of DE hereunder shall not
reflect adversely in any material respect upon the good name and reputation of
GM.
 5.
    
    GRANT OF TRADEMARK LICENSE TO WIND DOWN USE OF ACDELCO TRADEMARK
 (a)
    
    Authorization for Use of ACDelco Trademark on Existing Products and Products
Supplied to GM and Third Parties Worldwide and Specific Undertakings in Europe and South
America During a Wind Down Period.GM grants to DT the right to grant to DAS and its subsidiaries and affiliates,
joint ventures, and sublicensees in existence immediately prior to the Effective
Date a royalty free license to use (1) the ACDelco Trademark on and in connection
with existing Products and other finished goods inventory as of the Effective
Date, (2) the ACDelco Trademark, or such other GM owned trademark specified by GM
in a Purchase Order, on and in connection with products made by or for supply to
GM and its subsidiaries; (3) the ACDelco Trademark on and in connection with
Products made by or for DAS and its subsidiaries and affiliates, joint ventures,
and sublicensees in existence immediately prior to the Effective Date not
supplied to GM.(i) The grant shall include the manufacture (including the right to have made),
packaging, advertising, promotion, distribution, service and sale of such
Products in Europe and South America only by or for DAS and its subsidiaries and
affiliates, joint ventures, and sublicensees in existence immediately prior to
the Effective Date.(ii) DAS undertakes to wind down all use of the ACDelco Trademark and cause all of
the distributors and dealers of DAS to remove all ACDelco signs and cease use of
letterhead and business cards bearing the ACDelco Trademark within twelve (12)
months of the Effective Date.
 6




---



##### 



(b)
    
    Special Undertakings with Respect to Brazil/MERCOSURGM grants to DT a royalty free license to use and authorize others to use DELCO in
conjunction with FREEDOM for batteries in the MERCOSUR region (Brazil, Argentina,
Paraguay, Uruguay) during a wind down period from 1/1/99 (Effective Date) until 12/31/99,
with no extensions permitted thereafter. The license extends to battery specialists in
Brazil who use DELCO FREEDOM on signs, trucks and buildings as well.(i) DT is unrestricted as to its use of FREEDOM as a brand.(ii) GM may begin selling ACDelco batteries in Brazil on or after 1 January 2000.(iii) GM is unrestricted from using the ACDelco Trademark on other parts in Brazil.(iv) GM may continue using ACDelco on batteries it sells in MERCOSUR countries other than
Brazil.(c)
    
    Provision for the Use of the ACDelco Trademarks by Third Parties During Wind Down
PeriodIt is agreed that DAS and GM will use their best efforts to identify all situations where
DAS will be assigned the business relationship with a joint venture or other third party
and such entity has a pre-existing trademark license with GM to use the ACDelco Trademark
(Exhibit F) and address them in the following manner within 12 months of the Effective
Date:
 1.
    
    Assign a priority to each of the joint ventures and third party
relationships that have been identified.2.
    
    For each such joint venture or third party relationship, identify the
appropriate operating units of DAS and GM and the appropriate personnel including
attorneys for DAS and GM as necessary and develop a resolution that is satisfactory
to all parties and implement it in agreements accordingly.
 7




---



##### 



Desired resolutions include:
 (a)
    
    Recognizing GM ownership of the ACDelco Trademark;(b)
    
    GMSPO controlling the distribution of all products sold
under the ACDelco Trademark;(c)
    
    Aligning the time periods for trademark license and
distribution agreements (Middle East Battery);(d)
    
    ACDelco product manufactured by third parties being sold to GM
(Zhuzhou);(e)
    
    Joint ventures or third parties ceasing use of ACDelco
Trademark on products sold to third parties.
 3.
    
    If it is not possible to amend such pre-existing trademark license
agreements in a manner satisfactory to all parties and DAS is deriving financial
benefit from the joint venture or third party, then DAS agrees to pay GM a royalty or
fee on an annual basis for products sold by the entity under the ACDelco Trademark,
calculated as follows:
 (a)
    
    50% of dividends received by DAS from that entity; plus(b)
    
    1/3 of any royalty received by DAS on technology or know-how
licensed to such entity; plus(c)
    
    3% of DAS source plant revenue on sales to that entity;
 but not to exceed 3% of the ex-works price of all products sold by the entity under
the ACDelco Trademark.4.
    
    If there are any agreements under which a royalty is received by DAS based
solely on granting permission to use and distribute under the ACDelco Trademark such
agreements and royalty stream shall be assigned to GM.
 (d)
    
    Payment, Records and Reports.DAS agrees to provide an annual statement summarizing the royalties, revenue and/or
dividends received from each of the Third Party Licensees listed on Exhibit F as
long as those companies continue to use the ACDelco
Trademark. Such statement as well as the royalty payment shall be made and provided
within sixty days after the anniversary date of the Effective Date. Further, DAS
shall keep accurate books of account
and
records
covering
all
transactions relating to
 8




---



##### 



Paragraph 5(c)(3 and 4) of this Agreement and GM or
its nominee shall have the right at all reasonable business hours to examine said
books of account and records and all other documents and material in the possession
or under the control of DAS and shall have free and full access thereto for said
purposes and for the purpose of making extracts therefrom. DAS must segregate its
records in such a manner as to facilitate a complete audit and agrees that such
audit may be used as a basis of settlement of charges in accordance with this
Agreement. Examinations under this paragraph shall be conducted during normal
business hours with notice of such examination provided to DAS at least one week
prior to such examination, and no more often than once each calendar year. DAS
agrees to maintain such records for at least two years.
 6.
    
    LIMITATIONS TO DAS RIGHTS.DAS shall not use the Licensed Trademarks directly or indirectly on or in connection with,
or in relation to, any product except as provided herein. DAS shall not make trademark use
of the Licensed Trademarks or any confusingly similar forms of, variation on, or
alternative spelling of the terms AC, DELCO, ACDelco, GM or GENERAL MOTORS, or
other Licensed Trademark except as provided in this Agreement. No other right or license
is granted hereby by implication or otherwise under any other mark, trademark, service
mark or Trade name of GM.7.
    
    LIMITATIONS TO GMS RIGHTS.Except with respect to issuing license agreements to third parties for parts and
components used in the restoration of GM vehicles as provided in Paragraph 2(c), GM shall
not use, and will not directly or indirectly authorize or permit any third party to use
the Assigned Trademarks or the Assigned Trade Names (or any confusingly similar form of
variation on, or alternative spelling thereof), directly or indirectly on or in connection
with or in relation to any products or services.8.
    
    GOODWILLDAS recognizes the value of the goodwill associated with the Licensed Trade Name and the
Licensed Trademarks and acknowledges that the Licensed Trade Name and Licensed Trademarks,
and all rights therein and the goodwill pertaining thereto, belong exclusively to GM and
that the Licensed Trade Name and Licensed Trademarks have acquired secondary meaning in
the mind of the public in association with GM. Notwithstanding anything to the
 9




---



##### 



contrary expressed in this Agreement, DAS shall not acquire, be deemed to have acquired
and shall not claim any rights to the Licensed Trade Name and Licensed Trademarks other
than the rights granted by GM under this Agreement.9.
    
    PROTECTION OF RIGHTS
 (a)
    
    Conduct of DAS. DAS agrees that it will not knowingly do or suffer
to be done during the term of this Agreement any act or thing that will materially
impair the rights of GM in and to the Licensed Trademarks or Licensed Trade Name then
licensed hereunder. GM hereby agrees to indemnify and defend DAS and its subsidiaries
and affiliates and authorized licensees and undertakes to hold them harmless against
any claims or suits to the extent that such claim or suit arises out of the use by
DAS or its subsidiaries or affiliates or authorized licensees of the Licensed
Trademarks and Licensed Trade Name as authorized in this Agreement, provided that the
claim or suit arises in the Territory and prompt notice is given to GM of any such
claim or suit and provided further that GM shall have the option to undertake and
conduct, at GMs expense, the defense of any suit brought and that no settlement of
any such claim or suit is made without prior written consent of GM (which consent
shall not be unreasonably delayed or withheld). DAS or its subsidiary shall
participate in such defense, at its own expense, to protect its interests. GM shall
keep DAS informed on all material developments throughout the progress of any such
defense, and GM shall not, without DAS prior approval, which approval shall not be
unreasonably withheld, enter into any consent, settlement, or other agreement which
materially diminishes or restricts any rights under this Agreement or places any
material restrictions or conditions upon use of the Licensed Trademarks or Licensed
Trade Name as provided in this Agreement.(b)
    
    Assistance. DAS agrees to assist GM to the extent necessary in the
procurement of any protection or to protect any of GMs rights in and to the Licensed
Trademarks or Licensed Trade Name. To this end, GM may commence or prosecute, at GMs
expense, any claim or suits in its own name, in the name of DAS or may join DAS as a
party thereto. Each party shall promptly notify the other in writing of any material
infringement of the Licensed Trade Name or imitation by others of the Licensed
Trademarks on goods the same as or similar to the products covered by this Agreement
which may come to such partys attention. The parties shall promptly consult with each
other and use their best efforts to agree upon a course of action to be taken with
respect to such infringement, including conducting an analysis as to whether the goods
are counterfeit, provided, however, that GM shall have the sole right to determine
whether or not it takes any action on account of any
 10




---



##### 



such infringement or imitation. If GM decides not to take action, DAS or a DAS subsidiary
may then take action in its own name and at its expense and discretion and may join GM as a
party to the extent necessary, provided that DAS indemnifies and defends and holds GM
harmless from any claims, suits, or counterclaims resulting therefrom.(c)
    
    No Registration. Except as otherwise provided in this Agreement, DAS shall not
attempt to register the Licensed Trademarks, or any formative thereof, alone or as part of
its own trademark, nor shall DAS use or attempt to register any marks which are likely to be
confusingly similar to or constitute a colorable imitation of the Licensed Trademarks. This
undertaking shall survive the termination of this Agreement.(d)
    
    Registration and Registered User. GM has in GMs name registrations of the Licensed
Trademarks in the Territory. In the event that DAS or a DAS subsidiary or affiliate desires
to market products bearing the DELCO or DELCO ELECTRONICS trademark in any country where they
are not adequately registered, DE or DT shall first promptly notify GM so appropriate
trademark applications can be filed by GM and where necessary registrations issued before any
manufacturing or marketing of such products shall commence; provided that GM shall instruct
the filing of any application within sixty (60) days after receipt of the notice to GM. DAS
agrees to cooperate with GM in having DAS, DT and/or DE recorded as a registered user where
GM in its sole discretion deems that such recordal is necessary.(e)
    
    Maintenance. DAS agrees to reimburse GM for its out-of-pocket costs associated with
filing new applications, renewing, filing affidavits and/or evidence of use, or other taxes,
expenses or fees associated with maintaining the Licensed Delco Electronics Trademark
registrations in the Territory, recording as a registered user DAS, DT and/or DE or others
with which DT has a trademark/technology agreement and costs, attorneys, investigators and
other fees associated with taking reasonable action against infringers or counterfeiters of
the Licensed Delco Electronics Trademarks in the Territory. GM shall endeavor to give DAS
three (3) months prior notice of the deadlines for such maintenance and renewal and in
countries where there is no actual or contemplated use the option of declining to maintain or
renew such registrations or recordals. Each party shall furnish the other with all reasonable
requested information and documentation (including the execution and delivery of any
appropriate and accurate affidavits, declaration, oaths and other documentation) to assist the
other in obtaining or maintaining trademark registrations or other forms of intellectual
property protection and registrations and in any litigation or administrative proceeding
related thereto.
 11




---



##### 



(f)
    
    No Assignment. It is agreed that nothing contained in this Agreement
shall be construed as an assignment or grant to DAS of any right, title or
interest in or to the Licensed Trademarks, it being understood that all rights
relating thereto are reserved by GM, except for the license of the right to use and
utilize the Licensed Trademarks only as specifically and expressly provided in this
Agreement.
 10.
    
    INDEMNIFICATIONExcept for claims of trademark or Trade name infringement, DAS agrees to
indemnify GM and hold it harmless from all claims arising out of its use and/or use by
third parties authorized by it of the Licensed Trademarks and Licensed Trade Names.11.
    
    QUALITY CONTROL
 (a)
    
    Quality Standards. GM acknowledges that the Products currently
manufactured by its Business Sector meets its high standards for quality. DAS
acknowledges that if the Products it manufactures after the Effective Date were to be
of inferior quality in design, material or workmanship, the substantial goodwill that
GM has built up and now possesses in the Licensed Trademarks would be impaired.
Accordingly, it is an essential condition of this Agreement, and DAS hereby covenants
and agrees: (i) that the overall quality of the Products covered by this Agreement,
and any use or depiction of the Licensed Trademarks in connection therewith, shall
continue to meet or exceed the overall standard and quality of the Products
manufactured by or for the Business Sector as of the Effective Date; and (ii) that
products bearing the Licensed Trademarks will be of merchantable quality as defined
in the Uniform Commercial Code and will be manufactured, imported, promoted, sold,
distributed and exploited in all material respects in accordance with all applicable
and material federal, state and local laws and regulation; however, this clause does
not apply as a warranty with respect to goods supplied to GM or others. In addition,
if any Product sold by DAS to GM under the Business Relationship Agreement is
resourced by GM because of DAS breach of the quality requirements of such agreement,
then DAS will not thereafter without GMs written authorization use the Licensed
Trademarks to promote that particular Product for sale in the same application as
original equipment or new service parts.(b)
    
    Reporting and Inspection. In order to verify that DE is continuing to
maintain the Quality Standards as required under this Agreement, at GMs reasonable
request DE shall deliver to GM or its designee sample
 12




---



##### 



Products bearing the Licensed Delco Electronics Trademarks together with information
relating to the design, specification, manufacture and reliability of products
including but not limited to those supplied to GM pursuant to the Business
Relationship Agreement. This requirement shall survive the termination of such
Business Relationship Agreement.(c)
    
    Advertising. DE shall provide GM, at GMs request, a representative
sampling of all current or proposed tags, labels, identification plates, packaging,
advertising copy, brochures, catalogs, marketing and promotional materials, bearing
the Licensed Delco Electronics Trademarks or Licensed Trade Name not previously
provided pursuant to this provision (individually or collectively, the Material)
for GMs review of (i) the manner in which the Licensed
Delco Electronics Trademarks
and Licensed Trade Name are used and depicted and (ii) conformity to the Quality
Standards. GM shall use its best efforts to respond with any reasonable objections
thereto in writing within fourteen (14) days, and the parties will use their best
efforts to resolve in good faith such objections. If GM shall fail, however, to
object in writing within thirty (30) days after receipt of the Material, it shall be
deemed to have consented to DEs use of the Material. Such consent by GM shall not
constitute a waiver of DAS other duties under this Agreement.
 12.
    
    TERMINATION
 (a)
    
    Bankruptcy. If any party (i) files a voluntary petition for an order
of relief in bankruptcy; (ii) is adjudicated a bankrupt; (iii) has an involuntary
petition in bankruptcy filed against it which remains unstayed or undismissed for
sixty (60) days following the filing thereof; (iv) makes an assignment for the
benefit of its creditors or pursuant to any bankruptcy law; or (v) has a liquidating
receiver appointed for it or for its business, the license hereby granted to that
party shall automatically terminate without any notice being necessary.(b)
    
    Material Breach. If any party commits a material breach of any of its
obligations under this Agreement, any other party shall have the right to terminate
the license granted to that party upon ninety (90) days prior written notice (Notice
Of Termination), and such Notice Of Termination shall become effective unless the
breaching party shall have substantially remedied the breach within the ninety (90)
days and the breaching party is working in good faith to fully remedy such breach.
 13




---



##### 



13.
    
    DISPOSAL OF STOCK UPON TERMINATIONDAS and its subsidiaries and affiliates and authorized licensees may dispose of products
bearing Licensed Trademarks which were manufactured prior to the time of termination. DAS
shall in no event manufacture, promote, assemble, sell, exploit or dispose of any Product
bearing Licensed Trademarks after termination of its license, where such termination was
based on the material departure by DAS from the Quality Standards required by Paragraph
11 of this Agreement.14.
    
    EFFECT OF TERMINATIONUpon and after the termination of a license, such license shall forthwith revert to the
grantor, and the licensee shall execute any instruments reasonably requested to accomplish
or confirm the foregoing, provided, however, that such termination shall not in any way
diminish, limit, revoke, or cause any reversion of, DTs rights to the Assigned Trademarks
and Assigned Trade Names transferred and assigned pursuant to Paragraph 2 of this Agreement.15.
    
    REMEDIES
 (a)
    
    No Waiver. The resort by any party to any remedies referred to
herein shall not be construed as a waiver of any other rights or remedies to which
such party is entitled under this Agreement or otherwise.(b)
    
    Remedies Cumulative. All rights and remedies of a party hereto
whether evidenced hereby or arising as a result of any other contract, agreement,
instrument or law shall be cumulative and may be exercised singularly or
concurrently.
 16.
    
    NOTICESAll communications, notices and exchanges of information contemplated herein, or
required or permitted to be given under this Agreement, must be in writing and will be
deemed effective when delivered in person or on the third business day after the day on
which such notice is mailed by the highest class of regular mail to the following
addresses:
 14




---



##### 



17.
    
    RELATIONSHIP BETWEEN THE PARTIESNothing in this Agreement shall be construed to place the parties in a relationship whereby
either shall be considered to be the agent of the other for any purpose whatsoever. Neither
party is authorized to bind the other party or to enter into any contract or assume any
obligation for the other. Any such unauthorized act will be null and void as to the party
for which such obligations were assumed. Nothing in this Agreement shall be construed to
establish a relationship of partners or joint ventures between GM and DAS. Each party is
individually responsible only for its own
obligations, duties and promises as set out in this Agreement.
 15




---



##### 



18.
    
    ASSIGNMENT OR SUBLICENSEThe licenses granted in this Agreement and each part hereof and all rights and duties
hereunder are personal to the parties and except as provided herein and shall not be
assigned, mortgaged, sublicensed or otherwise encumbered. Notwithstanding the foregoing,
GM may assign this Agreement to any wholly owned subsidiary company of GM, and DAS, DE and
DT may assign their rights under this Agreement as part of an internal reorganization or
to the successor of all or substantially all of their business.19.
    
    PRESS RELEASES OR PUBLIC STATEMENTSDAS agrees to submit to GM for its prior review and approval any and all press releases or
other public statements or communications relating to its ongoing ability to use the
ACDelco trademarks as provided in this Agreement.20.
    
    NO WAIVER, ENTIRE AGREEMENTNone of the terms of this Agreement can be waived or modified except by an express
agreement in writing signed by all of the parties. There are no representations, promises,
warranties, covenants or undertakings other than those contained in this Agreement and
Exhibits hereto, and the Master Separation Agreement and its Ancillary Agreements, which
represent the entire understanding of the parties hereto relating to the subject matter
thereof. The failure of either party hereto to enforce, or the delay by either party in
enforcing, any of its rights under this Agreement shall not be deemed a continuing waiver
or a modification thereof, and either party may, within the time provided by applicable
law, commence appropriate legal proceedings to enforce any or all of such rights. No
person, firm, group or corporation other than GM and DT (and DAS and DE to the extent
provided in agreements with DT) shall be deemed to have acquired any rights by reason of
anything contained in this Agreement.21.
    
    MISCELLANEOUS
 (a)
    
    Controlling Law. This Agreement shall be considered as having been
entered into in the State of Michigan, without giving effect to the principles of
conflict of laws, and shall be construed and interpreted in accordance with the laws
of that State.
 
 16




---



##### 



(b)
    
    Service of Process. Service of process shall be effective if mailed pursuant to
Paragraph 16 hereof.(c)
    
    Singular Shall Include Plural. Whenever required by the context, the singular shall
include the plural and the plural the singular, and the masculine shall include the feminine
and neuter.(d)
    
    Severability. The provisions of this Agreement shall be severable, and if any
provision of this Agreement shall be held or declared to be illegal, invalid or unenforceable
in any jurisdiction, such illegality, invalidity or unenforceability shall not affect any
other provision hereof or the interpretation and effect of this Agreement as to any other
jurisdiction, and the remainder of this Agreement, disregarding such illegal, invalid or
unenforceable provision shall continue in full force and effect as though such illegal,
invalid or unenforceable provision had not been contained herein.(e)
    
    Heading. Headings or titles to Paragraphs or subparagraphs in this Agreement are for
the convenience of reference only and shall not affect the meaning or interpretation of this
Agreement or any part hereof.(f)
    
    No Modifications. This Agreement may not be released, discharged, abandoned, changed
or modified in any manner except in an instrument signed by each of the parties hereto.(g)
    
    No Strict Construction. The language used in this Agreement shall be deemed to be
language chosen by all parties hereto to express their mutual intent, and no rule of strict
construction against either party shall apply to any term or condition of this Agreement.(h)
    
    Signature Representation. Each person who signs this Agreement on behalf of a party
hereto represents and warrants that he has the proper authority to execute this Agreement on
such partys behalf.
 17




---



##### 



GENERAL MOTORS CORPORATION
    
    
    
    DELPHI AUTOMOTIVESERVICE PARTS OPERATIONS
    
    
    
    SYSTEMS CORPORATIONBY
    
    
    
    
    
    BY
    
    /s/ Alan S. DawesAlan S. DawesTITLE
    
    V.P. & GENERAL MANAGER
    
    
    
    TITLE
    
    Vice PresidentDELCO ELECTRONICS CORPORATION
    
    
    
    DELPHI TECHNOLOGIES, INC.BY
    
    /s/ David B. Wohleen
    
    
    
    BY
    
    /s/ Andrew Brown, Jr.David B. Wohleen
    
    
    
    
    
    Andrew Brown, Jr.TITLE
    
    President
    
    
    
    TITLE
    
    President
 18




---



##### 



EXHIBIT A
 ASSIGNED TRADEMARKS
         
     
         1




---



##### 



EXHIBIT A
        
 
   
             2




---



##### 



EXHIBIT A
         
       
  
   
   3




---



##### 



EXHIBIT A
      
  
 
  4




---



##### 



EXHIBIT A
 COMMON LAW TRADEMARKS
 
 5




---



##### 



EXHIBIT A
 COMMON LAW TRADEMARKS
 
 6




---



##### 



EXHIBIT B
 LICENSED TRADEMARKS
  
  
  
   
  
 1




---



##### 



EXHIBIT B
 
 
  
 2




---



##### 



EXHIBIT C
 ASSIGNED TRADEMARK/TRADENAME AGREEMENTS
 
 1




---



##### 



EXHIBIT C
 
 2




---



##### 



EXHIBIT C
 
 3




---



##### 



EXHIBIT C
 
 4




---



##### 



EXHIBIT D
 LICENSED DELCO ELECTRONICS TRADENAMES
         1




---



##### 



EXHIBIT E
 LICENSED DELCO ELECTRONICS TRADEMARKS
  
 
 
 
  
  1




---



##### 



EXHIBIT F
 THIRD PARTY USE OF ACDELCO TRADEMARK
              1




---



##### 



EXHIBIT G
 TRADENAME CHANGE
          1




---



##### 



Exhibit 5.01(a)(ix)  Intellectual Property Contracts Transfer Agreement, dated as of
December 4, 1998,
between DTI and GM, as amended October 31, 2001




---



##### 



GM-Delphi Intellectual Property Contracts Transfer Agreement
   -
    
    the September 1992 Technology License and Service Agreement between Delco
Chassis Division of General Motors Corporation and Delphi Componentes, S.A.
(formerly ACG Componentes, S.A.)-
    
    the May 1993 clarification of that Technology License and Service Agreement-
    
    the December 1996 modification of that Technology License and Service
Agreement
    by
    
    /s/ Howard N. Conkeydate
    
    11/27/01




---



##### 



Exhibit G-l
  INTELLECTUAL PROPERTY CONTRACTS TRANSFER AGREEMENT
    1 -
    
    Assignment of contracts to Delphi1.1
    
    Delphi IP Agreements(a) GM hereby assigns (and will cause GM Affiliates to assign) their interest
in the Delphi IP Agreements to Delphi, together with the right to sue others for
past breach. Delphi will be responsible for recording such assignment to the
extent required by local law; the costs of recording will be considered a Project
Oracle expense.(b) Schedule A lists Delphi IP Agreements assigned pursuant to clause 1.1(a).
The parties recognize schedule A may not be a complete list of Delphi IP
Agreements.(c) If the parties discover that any agreement assigned pursuant to clause 1.1(a) is not a Delphi IP Agreement, Delphi will reassign such agreement to GM or the
GM Affiliate. If the parties discover that any Delphi IP Agreement is not included on
schedule A, they will amend schedule A to include that Delphi IP Agreement.1.2
    
    Delphi Copyright agreements(a)
    
    GM hereby assigns to Delphi all IP Agreements primarily relating to Delphi
Copyrights. Delphi will be responsible for recording such assignment to the extent
required by local law; the costs of recording will be considered a Project Oracle
expense.(b) Schedule B lists agreements assigned pursuant to clause 1.2(a) and not
included in schedule A. The parties recognize schedules A and B may not be a complete
list of Delphi Copyright agreements.
 1




---



##### 



(c) If the parties discover that any agreement assigned pursuant to clause 1.2(a)
does not primarily relate to a Delphi Copyright, Delphi will reassign such agreement to
GM. If the parties discover that any IP Agreement primarily relating to Delphi Copyrights
is not included on schedule B, they will amend schedule B to include that IP Agreement.1.3
    
    If any agreement referenced in clause 1.1(a) or 1.2(a) may not be assigned to
Delphi for the benefit of Delphi and Delphi Affiliates without the consent of
another party to the agreement, or without government approval, GM will use
reasonable effort (or cause the GM Affiliate to use reasonable effort) to obtain
such consent or approval. Until such consent or approval is obtained, GM will
retain and administer (or cause the GM Affiliate to retain and administer) such
agreement for the benefit of Delphi or a Designated Delphi Affiliate as provided
in the Master Separation Agreement between GM and Delphi Automotive
Systems Corporation. However, GM and GM Affiliates are not required to incur any
additional payment obligation under this paragraph, but will permit Delphi or a Delphi
Affiliate to make any payment necessary for GM or the GM Affiliate, to retain and
administer an agreement for the benefit of Delphi and Designated Delphi Affiliates.1.4
    
    Delphi will fulfill (and cause Delphi Affiliates to fulfill) all obligations imposed
on Delphi or Delphi Affiliates by the agreements assigned hereunder, and will
indemnify and hold harmless GM and GM Affiliates against any breach of such
obligations by Delphi or a Delphi Affiliate.1.5
    
    GM will fulfill (and cause GM Affiliates to fulfill) all obligations imposed on GM
or GM Affiliates by the agreements assigned hereunder, and will indemnify and
hold harmless Delphi and Delphi Affiliates against any breach of such obligations
by GM or a GM Affiliate.1.6
    
    Delphi hereby grants (and will cause Delphi Affiliates to grant) a sublicense to
GM, together with the right to further sublicense GM Affiliates and others, under
IP Agreements with others, for technology and intellectual property owned by
others to the extent Delphi or Delphi Affiliates have the right to do so without
further payment obligation. At GMs request, and to the extent it has the right to
do so without further payment obligation, Delphi will provide (or cause Delphi
Affiliates to provide) to GM and Designated GM Affiliates third party technology
licensed under IP Agreements with others. In each case, Delphi or the Delphi
Affiliate will permit GM or a GM Affiliate to make any payment necessary for
Delphi or the Delphi Affiliate to grant such a sublicense or provide such
technology to GM and Designated GM Affiliates.1.7
    
    The parties may execute a specific transfer instrument for one or more Delphi IP
Agreements. In any such instance, the parties desire that this agreement be
applied and construed in a manner and to the extent consistent with that
instrument.
 2




---



##### 



2 -
    
    Shared agreements2.1
    
    GM will use reasonable effort to include (or cause GM Affiliates to use
reasonable effort to include) Delphi and Designated Delphi Affiliates as parties to
all IP Agreements entered by GM or a GM Affiliate for the benefit of both the
Delphi Business Sector and one or more other GM business sectors and not
assigned to Delphi under this agreement. However, GM is not required to incur
any further payment obligation under this paragraph, but will permit Delphi or a
Delphi Affiliate to make any payment necessary for GM or the GM Affiliate to
include Delphi and Designated Delphi Affiliates as parties to such IP Agreements.2.2
    
    Schedule C lists IP Agreements entered by GM or a GM Affiliate for the benefit
of both the Delphi Business Sector and one or more other GM business sectors.
The parties recognize schedule C may not be a complete list of such agreements.2.3
    
    If the parties discover that any agreement listed on schedule C was not entered
into for the benefit of the Delphi Business Sector, GM shall have no further
obligation to include Delphi or Designated Delphi Affiliates as parties to that
agreement. If the parties discover that any IP Agreement entered by GM or a GM
Affiliate for the benefit of both the Delphi Business Sector and one or more other
GM business sectors and not assigned to Delphi under this agreement is not
included on schedule C, they will amend schedule C to include that IP
Agreement.2.4
    
    If GM or a GM Affiliate is unable to include Delphi or a Designated Delphi
Affiliate as a party to any agreement pursuant to clause 2.1, GM will use
reasonable effort (or cause GM Affiliates to use reasonable effort) to administer
such agreement for the benefit of both GM and Delphi or the Designated Delphi
Affiliate.2.5
    
    Delphi will fulfill (and cause Delphi Affiliates to fulfill) all obligations imposed
on Delphi or Delphi Affiliates by agreements to which Delphi or Delphi Affiliates
are included pursuant to clause 2.1, and will indemnify and hold harmless GM
and GM Affiliates against any breach of such obligations by Delphi or a Delphi
Affiliate.2.6
    
    GM will fulfill (and cause GM Affiliates to fulfill) all obligations imposed on GM
or GM Affiliates by agreements to which Delphi or Delphi Affiliates are included
pursuant to clause 2.1, and will indemnify and hold harmless Delphi and Delphi
Affiliates against any breach of such obligations by GM or a GM Affiliate.
 3




---



##### 



3 -
    
    Sublicenses to Delphi3.1
    
    GM hereby grants (and will cause GM Affiliates to grant) a sublicense to Delphi,
together with the right to further sublicense Delphi Affiliates and others, under IP
Agreements with others, for technology and intellectual property owned by others
to the extent GM and GM Affiliates have the right to do so without further
payment obligation. At Delphis request, and to the extent it
has the right to do so
without further payment obligation, GM will provide (or cause a GM Affiliate to
provide) such technology to Delphi and Designated Delphi Affiliates. In each
case, GM or the GM Affiliate will permit Delphi or a Delphi Affiliate to make
any payment necessary for GM or the GM Affiliate to grant such a sublicense or
provide such technology to Delphi and Designated Delphi Affiliates.3.2
    
    Schedule D lists IP Agreements with others under which GM or a GM Affiliate
has the right to sublicense Delphi or a Delphi Affiliate. The parties
recognize
schedule D may not be complete.3.3
    
    Delphi will fulfill (and cause Delphi Affiliates to fulfill) all obligations imposed
on Delphi or Delphi Affiliates by the sublicenses granted pursuant to clause 3.1,
and will indemnify and hold harmless GM and GM Affiliates against any breach
of such obligations by Delphi or a Delphi Affiliate.3.4
    
    GM will fulfill (and cause GM Affiliates to fulfill) all obligations imposed on GM
or GM Affiliates by the agreements referred to in clause 3.1, and will indemnify
and hold harmless Delphi and Delphi Affiliates against any breach of such
obligations by GM or a GM Affiliate.4 -
    
    Other provisions4.1
    
    TermThis agreement will remain in effect until all rights and obligations have expired.4.2
    
    NoticesAll notices or other communications relating to this agreement must be written, and will be
deemed to have been properly given when delivered in person, received by facsimile, or
delivered by registered or certified mail as shown by a return receipt Such notices or
other communications must be addressed as follows:
 4




---



##### 



If to GM:
    
    General Motors CorporationLegal StaffP.O. Box 33114Detroit MI 48232Attention:      Patent CounselFacsimile:      313-974-1374If to Delphi:
    
    Delphi Technologies, Inc.Legal StaffP.O. Box 33114Detroit MI 48232Attention:      Patent CounselFacsimile:      313-974-0593
 Either party may change its address by notice to the other.4.3
    
    DisputesThe parties will use all reasonable efforts to resolve any dispute arising from or in
connection with this agreement, and to that end will refer any such dispute to the GM and
Delphi Automotive Systems Corporation vice presidents responsible for engineering matters.
If a dispute is not resolved in that manner, then the dispute resolution provisions of the
Master Separation Agreement between GM and Delphi Automotive Systems Corporation will
apply.4.4
    
    SublicensesEither party may sublicense its rights under this agreement to the successors to the
portions of its business or its Affiliates business to which such rights relate, provided
such sublicense is limited to continuation of such portion of such business and does not
extend to other activities of the successor in interest or to new activities beyond the
scope of such portion of such business.5 -
    
    DefinitionsControl of an organization means direct or indirect possession of the power to direct or
cause direction of the management of the policies of the organization, whether through the
ownership of voting securities, by contract or otherwise. Controlling and Controlled
have the corollary meanings ascribed thereto.Delphi Affiliate means an organization directly or indirectly Controlling,
Controlled by, or under common Control with Delphi at any time.
 5




---



##### 



Delphi Business Sector means domestic and foreign operations of the Delphi Automotive
Systems business sector of GM, and its predecessor organizations. The Delphi Business
Sector is the predecessor of Delphi Automotive Systems Corporation and its subsidiaries.Delphi Copyright means a copyright or semiconductor chip mask work right assigned to
Delphi pursuant to the Intellectual Property Transfer Agreement executed herewith between
the parties.Delphi IP Agreement means an IP Agreement entered by GM or a GM Affiliate and
established primarily for the benefit of the Delphi Business Sector.Designated Delphi Affiliate means a. Delphi Affiliate designated by Delphi at any time.Designated GM Affiliate means a GM Affiliate designated by GM at any time. Effective
Date means 1 January 1999.GM Affiliate means an organization directly or indirectly Controlled by GM at any time,
but excluding Delphi Automotive Systems Corporation and its subsidiaries.IP Agreement means an agreement entered into prior to the Effective Date which
provides for rights in technology or intellectual property.
  GENERAL MOTORS CORPORATION
    
    
    
    DELPHI TECHNOLOGIES, INC.By
    
    /s/ Thomas J. Davis
    
    
    
    By
    
    /s/ Andrew Brown, Jr.Name
    
    Thomas J. Davis
    
    
    
    Name
    
    Andrew Brown, Jr.Title
    
    Vice President and
    
    
    
    Title
    
    PresidentGroup Executive
 6




---



##### 



Schedules
 A
    
    Delphi IP AgreementsAl
    
    Delphi Chassis SystemsA2
    
    Delphi Delco Electronics SystemsA3.1
    
    Delphi Energy & Engine
Management Systems  Flint/RochesterA3.2
    
    Delphi Energy & Engine
Management Systems  AndersonA4
    
    Delphi Harrison Thermal SystemsA5
    
    Delphi Interior Systems 'A6
    
    Delphi Packard Electric SystemsA7
    
    Delphi Saginaw Steering SystemsB
    
    Delphi Copyright agreementsC
    
    Shared agreementsD
    
    Sublicensed agreements
 7




---



##### 



Schedule A
 Delphi IP Agreements
  8




---



##### 



DELPHI CHASSIS TECHNOLOGY AGREEMENTS
 COMPANY
    
    SUBJECT
    
    EFFECT1
    
    Minnesota Mining and
Manufacturing (3M)
    
    License: USPN 4639392
    
    4 Nov 95
    
    S2
    
    Aisin Chemical Co.
    
    Tech. License re friction disks
    
    
    
    S3
    
    Akebono
    
    Technology to Delphi4
    
    Akebono
    
    Tech. License re caliper w/park
brake
    
    
    
    S5
    
    Akebono
    
    License to China Bonding
Equipment
    
    negotiating
    
    S6
    
    Akebono
    
    Tech Assist w/Ambrake
    
    
    
    S7
    
    Ambrake
    
    Tech. License re disk brake asm
    
    
    
    S8
    
    Aralmex
    
    Tech. License and Assist re
shock absorbers
    
    
    
    S9
    
    ATRO
    
    Tech. License re Litecast
    
    negotiating10
    
    Bendix Mintex
    
    Non-disclosure11
    
    Benteler
    
    Collaboration re Delta rear axle
asm.
    
    negotiating12
    
    Bosch
    
    Tech. Exchange & Supply re
Bosch ABS modulator, Delphi-
C algorithm & DE controller13
    
    Chrysler
    
    Engine Mount, Hybrid Engine
    
    negotiating14
    
    Citroen
    
    Non-analysis, six months 199515
    
    Continental Tire
    
    Development re sidewall
torsion sensor
    
    negotiating16
    
    Daewoo Automotive
Components (DAC)
    
    Engineering services
    
    
    
    S/F17
    
    Daewoo Automotive
Components (DAC)
    
    Tech License re brake apply
system
    
    negotiating
    
    S/F18
    
    Daewoo Automotive
Components (DAC)
    
    Tech License
    
    
    
    S/F19
    
    Daewoo Automotive
Components (DAC)
    
    Tech License re Gen III
bearings
    
    negotiating
    
    S/F20
    
    Daewoo Automotive
Components (DAC)
    
    Tech License re rear hubs,
drums & rotor
    
    8 Nov 94
    
    S/F21
    
    Daewoo Automotive
Components (DAC)
    
    ABS VI
    
    18 Jun 98
    
    S/F22
    
    Daewoo Automotive
Components (DAC)
    
    Brake components (GM
France)
    
    
    
    S/F23
    
    de Carbon
    
    Non-disclosure re Liteflex leaf
spring tech.
    
    negotiating24
    
    de Carbon
    
    License re Liteflex leaf spring
tech.
    
    
    
    S/F25
    
    de Carbon
    
    Tech. & Service re monotube dampers
    
    
    
    S




---



##### 



COMPANY
    
    SUBJECT
    
    EFFECT26
    
    Delco Chassis NSK do
Brasil
    
    License re Gen III wheel
bearings
    
    
    
    S/F27
    
    Delphi Chassis
Systems USA
    
    License from de Carbon re monotube dampers
    
    
    
    S/F28
    
    Dow Chemical
    
    Non-analysis (exp)
    
    20 Nov 9729
    
    DSSCSC
    
    Opel brake drum manufacture
    
    
    
    S/F30
    
    DuPont
    
    Joint development re Neoprene
engine mount31
    
    DuPont
    
    Non-disclosure (exp)32
    
    Environmental Research
Institute of Michigan
(ERIM)
    
    Provide brake, roll & vehicle
damping systems for Variable
Dynamic Testbed Vehicle
    
    18 Apr 9733
    
    FASA Krosno
    
    Tech License
    
    negotiating34
    
    FAG
    
    Sale of strut bearing
business to
FAG35
    
    FORUM
    
    Tech License re boosters,
master cylinders & wheel
brakes
    
    
    
    F/S36
    
    Inorganic Recycling
    
    Master agrt for asbestos
treatment37
    
    ITT-Teves
    
    License re brake components to
GM France38
    
    ITT  Teves
    
    Working agreement39
    
    Link Engineering
    
    License re accelerator asm
    
    21 Jun 8540
    
    Link Engineering
    
    License re brake pedal force 
decel instrumentation
    
    4 Jun 84
    
    S41
    
    Lucas
    
    License re brake components to
GM France42
    
    Lucas Varity
    
    Brake license
    
    negotiating43
    
    Mercedes
    
    Mutual Non-disclosure re
modules44
    
    MTS Systems
    
    Demo Agrt for height sensor
test & evaluation
    
    25 Nov 9745
    
    National Center for
Manufacturing Sciences
    
    Membership in consortium
    
    16 Dec 9746
    
    Noise Cancellation
Technologies
    
    Joint development re engine
mounts47
    
    PBR Automotive
    
    Patent License & Tech Assist
    
    
    
    F48
    
    PBR Automotive
    
    Partial re-negotiation of Tech
Assist re Banksia
    
    
    
    F49
    
    PER Automotive USA
    
    License & Tech Assist re
brakes
    
    
    
    F50
    
    PBR Automotive
    
    License & Tech re brakes
    
    
    
    F




---



##### 



COMPANY
    
    SUBJECT
    
    EFFECT51
    
    Shanghai Automotive Brake
Systems
    
    Tech License re brake
calipers
    
    23 May 97
    
    F/S52
    
    Shanghai Automotive Brake
Systems
    
    Tech License re brake
controls
    
    22 Jul 97
    
    F/S53
    
    Shanghai General Motors
Corp.
    
    Technical Assist
    
    1 Jan 98
    
    F54
    
    Shanghai General Motors
Corp.
    
    Non-disclosure
    
    1 Jan 98
    
    F55
    
    Shanghai Huizhong
Automotive Manufacturing
Co.
    
    Tech Assist
    
    8 Oct 97
    
    F/S56
    
    TEBO, S.A.
    
    Supply of brake parts
    
    29 Oct 86
    
    F/S57
    
    Tianjin Delphi Suspension
Systems Co.
    
    Tech Assist
    
    
    
    F58
    
    Tianjin Delphi Suspension
Systems Co.
    
    Tech License re strut &
damper manufacture
    
    negotiating
    
    F/S59
    
    Toyota
    
    Non-disk wheel bearings60
    
    Union Carbide
    
    Brake fluid
    
    16 Aug 9461
    
    Union Carbide
    
    Brake fluid
    
    9 Sep 9662
    
    University of Dayton 
Rapid
Prototyping Consortium
    
    Membership63
    
    Volvo
    
    Non-disclosure re modules64
    
    Xerox
    
    Non-disclosure re distributed
filament65
    
    Xerox
    
    Non-disclosure re PSI surge
control
    
    25 Apr 9566
    
    Zhejiang Delphi
Asia-Pacific
Brake Co.
    
    Tech License & Assist
    
    
    
    F/S




---



##### 



Company
    
    Agreement DateAmerican Telephone and Telegraph Company
    
    1/12/83Bix Manufacturing Company
    
    6/4/93Bose Corporation
    
    8/29/81Hitachi, Ltd.
    
    8/29/83Kent State University
    
    3/26/90Motorola
    
    2/9/87Motorola
    
    12/17/81Motorola
    
    12/22/81Motorola
    
    7/26/77Motorola
    
    8/30/77Motorola
    
    9/11/84Motorola
    
    9/11/84National Semiconductor Corporation
    
    5/29/81National Semiconductor Corporation
    
    6/30/86National Semiconductor Corporation
    
    12/4/89N.V. Philips Gloeilampenfabrieken
    
    6/30/81Philips Export B.V.
    
    1/17/84




---



##### 



Company
    
    EffectiveAC Delco Systems Australia Ltd. ClaytonSouth.,
Victoria Australia
    
    1-Jan-94AC Rochester Austria Ges.m.b.H.AC Rochester Oversees Corporation, DelawareAC Rochester Oversees Corporation, UK
    
    1-Jan-92AC Rochester Oversees Corporation, UK
    
    1-Apr-93Air Cleaner Technical Service
    
    1-Jul-85Allison Engine Company, Indianapolis, Indiana
    
    3-Feb-94Asec
    
    27-Oct-97Atlantic Richfield Company (ARCO), a
Delaware corporation
    
    ?/?/98Autovazimport of Volga automobile Associated
Works, USSR
    
    7-Jun-90AVL, Australia  Haus-List-Platz 1, A-8020 Graz
    
    24-Jun-98Avtolada, Togliatti, USSR (VAZ, AutoVAZ)
    
    7-Jun-90Battelle Memorial Institute, Pacific Northwest
Laboritories 902 Battelle BLVD, PO Box 999,
Richland Wa 99352
    
    27-Mar-98Battelle Memorial Institute, Pacific Northwest
Laboritories 902 Battelle BLVD, PO Box 999,
Richland Wa 99352
    
    18-Jun-98Battelle
Memorial Institute, Pacific Northwest
Laboritories 902 Battelle BLVD, PO Box 999,
Richland Wa 99352
    
    2-Jun-98Battelle Memorial Institute, Pacific Northwest
Laboritories 902 Battelle BLVD, PO Box 999,
Richland Wa 99352
    
    11-Feb-98Battelle Memorial Institute, Pacific Northwest
Laboritories 902 Battelle BLVD, PO Box 999,
Richland Wa 99352
    
    11-Feb-98Battelle Memorial Institute, Pacific Northwest
Laboritories 902 Battelle BLVD, PO Box 999,
Richland Wa 99352
    
    5-Aug-97Battelle Memorial Institute, Pacific Northwest
Laboritories 902 Battelle BLVD, PO Box 999,
Richland Wa 99352
    
    12-Nov-97Battelle Memorial Institute, Pacific Northwest
Laboritories 902 Battelle BLVD, PO Box 999,
Richland Wa 99352
    
    22-Jul-98Beijing Wanyun GM Automotive Electronic
Control Co.BMW (Bayerische Motoren Werke
Aktiengesellschaft D-80788 Munchen
    
    9-Feb-98BMW (Bayerische Motoren Werke
Aktiengesellschaft) D-80788 Munchen
    
    15-May-97BMW (Bayerische Motoren Werke
Aktiengesellschaft) D-80788 Munchen
    
    1-May-97BMW (Bayerische Motoren Werke
Aktiengesellschaft) D-80788 Munchen
    
    13-Mar-96BMW (Bayerische Motoren Werke
Aktiengesellschaft), Petuelring 130, 80788 Munchen, Germany
    
    9-Dec-94BMW (Bayerische Motoren Werke
Aktiengesellschaft), Petuelring
130, 80788 Munchen, Germany
    
    9-Jan-96BMW (Bayensche Motoren Werke
Aktiengesellschaft), Petuelring 130, 80788
Munchen, Germany
    
    12-Mar-97BMW (Bayensche Motoren Werke
Aktiengesellschaft), Petuelring 130, 80788
Munchen, Germany
    
    9-Dec-94Bosch GMBH, Robert
    
    7-Apr-88Bujlas de ColumbiaBujlas
Mexicanas, S. A. de C.V.
    
    27-Mar-87Caterpillar Inc.
    
    4-Jan-91Caterpillar, Inc.
    
    27-Apr-98Chrysler Corporation
    
    16-Dec-96Chrysler Corporation
    
    8-Nov-96C-MAC
    
    23-Jan-97Cottec
Industries, Inc. acting through its Holley
Performance Products Division
    
    22-May-95Daewoo Automotive Components, Ltd
    
    11-Oct-95Daewoo Automotive Components, Ltd
    
    5/18/98
 Page 1




---



##### 



Company
    
    EffectiveDaewoo Automotive Components, Ltd
    
    (1) 4/27/94
(motors), (2)
6/28/94 (ICE-4), (3)
6/28/94
(alternators), (4)
6/28/94
(distributors), (5)
6/28/94 (HEl coils)Delco
Remi  Componentes Electronicos, LDA,
PortugalDelkor (JV in Seoul, Korea, 50% owned by
    
    4-Dec-85Delphi Automotive Systems Australia Ltd
    
    1-Jun-94Delphi Automotive Systems France,
Genneviliers France
    
    1-Jan-96Delphi Automotive Systems India Private
Limited, B-92, Himalaya House, 23-Kasturba
Gandhi Marg, New Delhi 110001, India
    
    15-Apr-95Delphi Automotive Systems Luxembourg S. A.Delphi Automotive Systems of General Motors
do Brasil Ltda, through Delphi Energy and
Engine Management Division
    
    1-Jan-96Delphi Automotive Systems Vienna GmbHDelphi Energy and Engine Management Systems
(M) Sdn. Bhd
    
    4-Nov-94Delta Motor Corporation
    
    14-Jan-91Detroit Diesel Corporation
    
    19-Mar-96Dysekompagniet I/S
    
    25-Apr-95Edison Welding Institute
    
    18-Oct-85Empresas Ca-Le de Tiaxcala, S. A. de C. V.,
Mexico
    
    1-Jan-96Engelhard Corp., Menlo Park, CN 40, Edison,
New Jersey 08818
    
    7-Jul-92Equal
flow Inc. 694 Prairie, Glen Ellyn, II 60137
    
    1-Jul-96Eveready Battery Company, Inc 25225 Detroit
Rd PO Box 45145, Westlake Ohio 44145
    
    31-Oct-94Exacto Spring Corp., Perfection Spring &
Stamping Corp.
    
    18-Sep-98Exxon Research and Engineering Company
(and affiliated Samia Research laboratories)
    
    25-Sep-98Ferro Corporation of Cleveland Ohio
    
    15-Feb-96Ferro Corporation, Cleveland, Ohio
    
    26-May-95Ficht GmbH
    
    1-Feb-96Ficht GmbH & Co. KG, Spannleitenberg 1, D-85614 Kirchseeon, Germany
    
    2-Dec-96Flowform Ltd
    
    17-Aug-92Ford Motor Company (Automotive Components Division)
    
    13-Dec-94General Motors Austria Gesellschaft m.b.H.
    
    11-Oct-88General Motors France
    
    l-Jan-82General Motors France
    
    1-Jan-91General Motors France, Gennevilliers, France
    
    1-Jan-92General Motors France, Gennevilliers, France
    
    1-Jan-92General Motors France, Gennevilliers, France
    
    1-Jan-93Gerald
Metals Inc. 6 High Ridge Park, Stanford, CT 06905
    
    25-Feb-97Hitachi, Ltd., through Hitachi Automotive
Products Division, 6 Surugadai 4-chome,
Chiyoda ku, Tokyo, Japan
    
    11-Sep-98Hitachi, Ltd., through Hitachi Automotive
Products Division, 6 Surugadai 4-chome, Chiyoda ku, Tokyo, Japan
    
    8-Apr-98Holdens Engine Company, 600 Lorimer
Street, Port Melbourne 3207, Victoria, Australia
    
    21-Jun-95Honda R&D Company, Ltd.
    
    16-Mar-98Honda R&D Company, Ltd.
    
    1-Aug-94Hubei Auto Motor Factory and Beijing
Everbright Industrial Co. Huabei Office and
International Tendering Company of China
National Technical Import and Export Co.
    
    22-Apr-92Hubei
Delphi Automotive Generator Co., Ltd. (JV that is 51% owned by DASCI)
    
    5-Mar-96Industrial Technology Research Institute
(ITRI), Taiwan
    
    1-Jan-95International Business Machines Corporation
    
    17-Aug-95
 Page 2




---



##### 



Company
    
    EffectiveIron Mountain (Records Management Co), and
Realist Technology Limited Partnership
    
    29-Oct-97Isuzu
    
    3-Jun-98Isuzu Motors Limited
    
    10-Dec-97Katcon,
S.A. de C.V.
    
    23-Jul-93Keene, Cristopher M., 32 Grosvenor Rd.,
Waltham MA 02154
    
    20-May-95Lawrence Livermore National Lab
    
    19-Sep-97Lockheed Martin Energy Systems, Inc., P.O.
Box 2009 Oak Ridge Tennessee 37831-8242
    
    2-Feb-98Lockheed
Martin Energy Systems, Inc., P.O.
Box 2009 Oak Ridge Teooessee 37831-8242
    
    16-Dec-97Lockheed Martin Idaho Technologies Company
    
    1-Feb-97Lockheed Martin Idaho Technologies Company
    
    15-Dec-97Lotus Engineering
    
    17-Mar-98Mannai Corporation, Ltd., P.O. Box 76, Doha,
Qatar Arabian Gulf
    
    7-Aug-90Martin Marietta Energy Systems. Inc. CRADA
No. Y-1293-0193
    
    29-Oct-93Mechadyne International, Ltd
    
    3-Jun-98Metreon Hiram Ohio & GM Power Train
    
    1-Mar-96Michigan State university
    
    6-May-98Middle East Battery Company
    
    20-Dec-95Navistar International Transportation Corp., 455
North Cityfront Plaza Drive Chicago, II 60611
    
    16-Apr-97NGK Insulators, Ltd.
    
    31-Oct-90NGK Lock, Inc. 1000 Town Center, Suite 1650,
Southfield Ml 48075
    
    28-Sep-92Onan Corporation
    
    ??Pechiney
Recherche Balzac Bldg-10, place das
Vosges, La Defense 5, Courbevoie  Cedex 68,
92048 Paris France
    
    15-Apr-98Pierburg G.m.b.H.. Alfred-Pierburg-Strasse 1. D
41456 Neuss Germany
    
    22-Jan-96Pierburg GmBH Germany
    
    20-Jun-94Pierburg GmBH Germany
    
    20-Jun-94Porsche, GM Luxembourge Operations S.A.
and AC Rochester Division of GMC
    
    17-Dec-92Pridco LP., Arlington, Virginia
    
    22-Dec-94Pridco LP., Arlington, Virginia
    
    9-Aug-96Realist Technology Limited (Applied Ceramics),
5555 Pleasantdale Road Docaville GA 303340
    
    3-Nov-97Realist Technology Limited, 5555 Pleasantdale
Road Docaville GA 303340
    
    3-Nov-97Realist Technology Limited, 5555 Pleasantdale
Road Docaville GA 303340
    
    3-Nov-97Realist Technology Limited, 5555 Pleasantdale
Road Docaville GA 303340
    
    3-Nov-97Realist Technology Limited, 5555 Pleasantdale
Road Docaville GA 303340
    
    3-Nov-97Realist Technology Limited, 5555 Pleasantdale
Road Docaville GA 303340
    
    3-Nov-97Realist Technology Limited, 5555 Pleasantdale
Road Docaville GA 303340
    
    3-Nov-97Rexam
Custom, Ferro
    
    8-Feb-96Sandia Corporation,
    
    3-Apr-98Sandia Corporation, CRADA No. SC92/01143
    
    9-Feb-93Sandia Corporation, Regents of the University
of California
    
    27-Jan-95Sandia Corporation, Regents of the University
of California
    
    16-Dec-96Sandia National Laboritories User Facility
Agreement No. 5989 1410
    
    18-Apr-96SanycoSengton Transportation Implementation Co.
    
    21-Jan-97Shanghai Delco International Battery Co. Ltd
    
    0/0/1995Shelby American, Inc.
    
    17-Jul-97Sistema de Frenos, S.A. Av. Iquitos 4808 La
Victoria Apartado Postal 2173 Lima Peru
    
    23-Jun-89Sistemas Electricos S.A. de C.V.Sistemas
Electricos Y Conmutadores, S. A. de C.V.Sistemas
Y Componentes Electricos, S. A. de C.V. San Luis Potosi Mexico
    
    29-Jun-91Stirling
Thermal Motors, Inc.
    

August, 1993?
 Page 3




---



##### 



Company
    
    EffectiveSystemas
Electricos Y Conmutadores S.A. de
C.V. Chihuahua Mexico
    
    2-Jan-80Taiwan
    
    1-Apr-98Tawas Industies
    
    11-Nov-93Techumseh Products Company
    
    23-Jun-94Teknekron Sensor Development Corporation
    
    19-Oct-92UBE Industries
    
    17-Nov-86University of California, Los Alamos National
Laboratory, PO Box 1663 MS K571, Los
Alamos, NM 87545
    
    13-Apr-95Wesley Industries
Inc., 1825 S. Woodward Ave
Suote 205, Bloomfield Hills, MI 48302
    
    10-Feb-97Whitehead Engineered Products, Inc., 45
Gracey Avenue Meriden Connecticut 06450
    
    30-Aug-91Worden, Mr. Gary, represented by Kurt
Grossman, Wood, Herron & Evans, LLP, 2700
Carew Tower, 441 Vine Street Cincinnati OH
    
    19-Sep-97Zhuzhou Spark Plug Plant China National
Constructional & Agricultural Machinery Import
and Export Corporation
    
    22-Jun-92
 Page 4




---



##### 



Company
    
    EffectiveAeroVironment Inc
    
    26-Aug-96Ajax Magnethermic
    
    13-Apr-94Bolder Technologies
    
    1-Jul-98Ceracon Inc.
    
    15-Oct-91Daewoo Automotive Components Ltd.
    
    28-Jun-94Delco Remi  Industria (Portugal)
    
    1-Jan-95Delco Remy America
    
    14-Jul-94DOE/MRI  Chrysler
    
    1-Jun-96Ecoair Corp
    
    17-May-94Electrosource Inc; Tracor Inc
    
    11-Feb-91Empresas Ca-Le de Tlaxcala SA de CV
    
    12-Dec-96Forge performance Products, Inc.
    
    2-Mar-94Front Edge Technology
    
    11-Dec-95General Motors do Brasil
    
    1-Jan-96General Motors France
    
    1-Jan-92Honda R & D North America Inc
    
    1-Apr-94Hubei Auto Motor Factory; Beijing Everbright Industrial Co.;
International Tendering Co of China
    
    22-Jan-92Kimberly-Clark Corp
    
    13-Mar-79Lord Corporation; Universal Toll & Engineering Co.
    
    28-Aug-91Magnavox Government and Electronics Co.; (North American
Phillips
Corporation  Successor)
    
    31-Dec-90Shanghai Delco International Battery Co LtdSiemens AG
    
    24-Aug-94Sistemas
y Componentes Electricos SAdeCV; Grupo Corporative
Internacional
    
    27-Jun-91Standard Industries
    
    28-Jul-89Sterling Thermal Motor
    
    1-Apr-95Valence  Nevada
    
    15-Sep-94
 Page 1




---



##### 



Company
    
    EffectiveAdvanced
Casting
Technologies
    
    24 NO 97AFPS
Allied
Signal
Alma
Products
    
    10 DE 90Armas
    
    30 SE 93Calsonic
Harrison
Corp.
    
    11 JL 86Calsonic
Harrison
Corp.
    
    JL 95Calsonic
Harrison
Corp.
    
    Not signed yetCalsonic
Harrison
Corp.
    
    Not signed yetCalsonic
Calsonic
    
    25 OC 94Cambric
Graphics
DAC, CNTIC
    
    21 AP 93DAC
    
    26 FE 93DAC
    
    28 DE 95DAC
    
    13 MR 97DAC
    
    02 DE 97DAC
    
    18-Jan-98DAC
    
    13 NO 97DELFA
    
    20 JA 93DELFA
    
    28 OC 97DHTS do
Brasil Ltd.
    
    26 AP 96Diavia
    
    18 DE 96Donchery
    
    22 DE 93EL Teriak
    
    02 FE 96FAACA
    
    19 OC 92FAACA
    
    01 OC 95Four
Seasons
    
    24 NO 97HALLA
    
    17 AP 97




---



##### 



Company
    
    EffectiveHonda of
America
Interpartes
De
Durango
    
    04 SE 90Kaiser
    
    08 SE 95Kaiser
Aluminum
    
    27 JA 96Kale Oto
Radyator
    
    24 MR 97Ostrow
    
    20 MY 97P.T.
Selamat
Sempurna
    
    AP 96Radiadores
Richard
    
    01 FE 96
 Company
    
    EffectiveRadiadores Richard
    
    01 FE 96Radiadores Richard
    
    01 FE 96RANCO
    
    14 AU 95Reynolds
Metals Reynolds MetalsSDAAS
    
    27 FE 98SAPF Shanghai EK Chor
    
    10 JN 97TAIGENE
    
    25 OC 93ToyotaU. of Illinois U. of Maryland U.B. U. Dayton Research Inst.




---



##### 



DELPHI INTERIOR TECHNOLOGY AGREEMENTS
 THIRD
PARTY
    
    EFFECTIVE DATEAEGIS/Talley Defense Systems
    
    17-Jun-97Aladdin Industries Inc.
    
    13-Dec-96Audi AG  Nondisclosure
    
    12-Feb-96 and Approx. 16-May-97Autoflug GmbH
    
    2-Mar-82Autoliv
    
    18-Jan-96Automated Solutions Inc.
    
    21-Feb-97Battelle Memorial Institute
    
    11-Jan-85Boston University
    
    19-May-97Brose  Germany
    
    13-May-86 and 28-Jul-87Brose  Germany
    
    4-Aug-80Capro, Inc.
    
    6-Mar-98Cinpres
    
    26-Jun-98 and 15-Apr-91Colamco, Inc.
    
    Approx. 2/85Daewoo Automotive Components Ltd.
    
    21-Dec-94Deneb Robotics/U.S. Army TACOM
    
    Approx. 8/96Dow Chemical
    
    22-Sep-93 & 23-Feb-90 & 31
May-90European Components Corp
    
    UnknownEuropean Components Corp/Takata
    
    4 Oct-88Fast 4M/Time Engineering Services
    
    15-Jun-98Ford Motor & Delco  Nondisclosure for
Safety
& Power Products
    
    Negot. OngoingFSO Motor Car Company
    
    28-Jul-94Georgia Tech Research Corp.
    
    29-Jan-98Georgia Tech Research Corp.
    
    12-Mar-98 & 2-Nov-98Global Manufacturing Solutions, Inc.
    
    20-Dec-98Globe Motors
    
    10-Dec-97




---



##### 



DELPHI INTERIOR TECHNOLOGY AGREEMENTS
 THIRD PARTY
    
    EFFECTIVE DATEHonda R&D Co.
    
    11-Jul-94HRL Laboratories/ISX Corporation
    
    23-Jun-97 and 18-Apr-98Hyundai
    
    1-Aug-97KDS Company, Ltd.- Korea
    
    11-Sep-95Keikert  Germany
    
    28-Nov-83LEquipe
Monteur S.A.  Uruguay/Argentia
    
    15-Jul-96Mark Gears and Systems, Inc.
    
    5-Feb-96Mayco Plastics
    
    1-Oct-91Mercedes
    
    28-Nov-96Meritor Light Vehicle Systems, Inc.
    
    4-Aug-98Modeling and Optimization Consulting, Inc./Floudas
    
    4-May-98Muth Wood-Stock
    
    24-Nov-86Neaton Auto Products Manufacturing
    
    29-Jan-96OEA, Inc.
    
    18-Jan-94 and 18-Jan-95Ohio University
    
    01-Jan-95Omega Company, Inc.
    
    6-Feb-98Orthopedic Biomedical Institute  refer to
PO#FDS-50604
    
    21-Jan-97Princeton University  refer to PO#FDS-50237
    
    Approx. 12-Feb-97Rover Group Limited
    
    2-Feb-97Samsung Electro-Mechanics Co. Ltd.
    
    12-Jan-98 and 13-Jan-98Samsung Electro-Mechanics Co. Ltd.
    
    12-Sep-95Sensotech
    
    9-Jun-98 and 15-Jun-97Simula Automotive Safety Devices, Inc.
    
    18-Apr-98Sung San Company, Ltd.
    
    22-Apr-86 and 14-Sep-92Takata
    
    1-Sep-953-D Systems, Inc.
    
    13-Oct-87




---



##### 



DELPHI INTERIOR TECHNOLOGY AGREEMENTS
 THIRD PARTY
    
    EFFECTIVE DATEToyota Motor Co.- Power Slide Door
    
    27-Nov-97Toyota Motor Co.
    
    18-Oct-95Toyota Motor Company
    
    2-Mar-98Toyota Motor Corporation
    
    18-Jul-95 and 27-Aug-98Toyota Motor/Johnson Controls/Trim Masters
    
    4-Mar-96TRW Vehicle Safety Systems
    
    22-Mar-96Tsinghua University
    
    28-Aug-97Univ. of Detroit Mercy
    
    l8-May-96 and 17-Dec-97University of Oklahoma
    
    Approx. 14-Aug-92




---



##### 



DELPHI PACKARD ELECTRIC TECHNOLOGY AGREEMENTS
 Confidential Information
 COMPANY
    
    EFFECTIVEACI  South Africa
    
    14-Nov-97An Thel
    
    30-Mar-98AZ Beta (Czechoslovakia)(Separate Agreement)
    
    [ILLEGIBLE]Behr Climate Systems
    
    6-Dec-98Beicheng (Schedule II to the JV   This will not
be signed because of the original JV)
    
    Copy on file is not
signed/datedBMW
    
    18-Apr-97Crown City Plating
    
    2-Feb-98Daesung
    
    17-Jun-98Daewoo  FSO (Poland)
    
    26-May-98Dow Corning
    
    14-May-98DuPont
    
    8-Oct-97Durable Wire (See Solid State Stamping)
    
    Executed 31-Dec-90Durable Wire (Arcola) 
Addendum
    
    7-Jul-92Eaton Corporation
    
    13-Dec-98ELCON (Croatia)
    
    3-Dec-90Ford
    
    2-Feb-98Freightliner
    
    30-May-97Furukawa Electric Co., Ltd.
    
    14-Nov-97Freightliner
(Truck Project Corporation)
    
    13-Aug-96Hebi  Packard Electric Hebi, Inc.
And PE China, Inc.
    
    5-Apr-97Hitashi/Delphi-P/Delco Electronics
    
    30-Jul-97Honda of America Mfg. Inc.
    
    4-Mar-94Honda of Japan
    
    1-Jan-95Honda of Japan
    
    1-Sep-95Hyundai Motor Company
    
    12-Aug-96Hyundai Motor Company
    
    1-Sep-95IAPMEI (Portugal)
    
    14-Apr-98IEFP (Portugal)
    
    10-Jan-97Kia
    
    6-Feb-95Kyungshin Industrial Company
    
    12-Apr-97Lord Corporation
    
    11-Dec-96MalaysiaNippon Tanshi Co., Ltd.
    
    20-Aug-96North American Plastics
    
    22-Jun-92PEC/SCC (Russia)
    
    1-Aug-95Polyflex Div of Flex Technology
    
    26-Oct-92Queretaro Design Center Agreement
    
    25-Feb-93Raychem Corporation
    
    2-Dec-85




---



##### 



DELPHI PACKARD ELECTRIC TECHNOLOGY AGREEMENTS
 Confidential Information
 COMPANY
    
    EFFECTIVE[ILLEGIBLE] (Germany)
    
    19-Sep-97Schulmen, A., Inc.
    
    10-Feb-97Shinsung Packard Co., Ltd. Kore
For Egypt
    
    12-Feb-98Solid State Stampings
    
    Executed 31-Dec-90Sumitomo Wiring
    
    31-May-91Texas Instruments, Inc.
    
    29-Jan-90Toyota Motor Corporation  NUMM
    
    1-Jun-94Volvo Trucks North America, Inc.
    
    17-Jul-98ZEM/FSO (Poland)
    
    7-Feb-92




---



##### 



10/6/98D L ELLISRef.
    
    
    
    Effective#
    
    Company
    
    Date1
    
    
    DHB  Components Automotivos S.A.
    
    05AU982
    
    
    JKC Ltd.
    
    10SE973
    
    
    JKC Ltd.
    
    10SE974
    
    
    Delphi Saginaw NSK Co. Ltd.
    
    18MR975
    
    
    Daewoo Automotive Components Ltd.
    
    01OC966
    
    
    Daewoo Automotive Components Ltd.
    
    01OC967
    
    
    Saginaw Norinco Lingyun Drive Shaft Ltd.
    
    13NO958
    
    
    Saginaw  Zhijiang Xiao Shan Steering Gear, Ltd.
    
    22JN969
    
    
    China Aero Technology Import & Export Beijing Co. and
Yubel machine Factory
    
    02MR9410
    
    
    Shanghai Saginaw Dongfeng Steering Gear Ltd.
    
    06JN9611
    
    
    Shanghai Saginaw Dongfeng Steering Gear Ltd.
    
    06JN9612
    
    
    Saginaw Norinco Lingyun Drive Shaft Ltd.
    
    06DE9513
    
    
    Saginaw  Zhijiang Xiao Shan Steering Gear, Ltd.
    
    22JN9614
    
    
    Koyo Seiko
    
    01SE9515
    
    
    Sanyco Industry Co. Ltd.
    
    17SE9616
    
    
    Sanyco Industry Co. Ltd.17
    
    
    DHMS (Daewoo Components)
    
    01AP8718
    
    
    Daewoo Automotive Components Ltd.
    
    01JA9319
    
    
    Compania Nacional De Direcciones Automotrices, S.A. DE
C.V. (Condasa)
    
    29OC86




---



##### 



10/6/98D L ELLISRef.
    
    
    
    Effective#
    
    Company
    
    Date1
    
    
    Sandia National Laboratories
    
    9/7/932
    
    
    Ohio State University
    
    8/1/943
    
    
    Pacific Northwest Laboratories4
    
    
    Martin Marietta Energy Systems, Inc.
    
    1/29/925
    
    
    National Center for Manufacturing Sciences
    
    1/1/926
    
    
    Thompson Ball Screw
    
    20JU98




---



##### 



10/6/98d ellisRef.
    
    
    
    
    Effective#
    
    
    Company
    
    Date1
    
    
    Mecaplast2
    
    
    Univ of Texas3
    
    
    NCMS
    
    Jun-924
    
    
    NCMS
    
    Nov-925
    
    
    Industry Refractory
    
    Jan-926
    
    
    CONTECH
    
    Apr-987
    
    
    University of Glasgow
    
    15JN978
    
    
    Toyota
    
    Sep-979
    
    
    Delphi Auto.. Sys Private Limited with General Motors
    
    Dec-9610
    
    
    Delphi Auto Sys Private Limited with General Motors
    
    Oct-9611
    
    
    GM France with Saginaw Division
    
    Dec-9212
    
    
    Saginaw Deutschland with Saginaw Division
    
    Apr-9313
    
    
    Saginaw Deutschland with saginaw Division
    
    1-Dec-9214
    
    
    Saginaw Deutschland with Saginaw Division
    
    1-Mar-9315
    
    
    Gm with Delphi India on various products
    
    1-Jun-9716
    
    
    GM and Delphi Shanghai
    
    1-Sep-9717
    
    
    DOE CRADA
Batelle # 046
    
    1-Jun-9418
    
    
    DOE CRADA Oak Ridge # 92-0076
    
    1-Mar-9219
    
    
    Buckeye Custom Products
    
    1-Jan-8920
    
    
    Magnetolastic Devices INC.
    
    Dec-92various




---



##### 



Schedule B  Delphi Copyright agreements
  1




---



##### 



Schedule C  Shared agreements
   2




---



##### 



Schedule D
 Sublicensed agreements
                 3




---



##### 



Schedule D
 Sublicensed agreements  continued
     4




---



##### 



Exhibit 5.01(a)(x)
Intellectual Property License Agreement,
dated as of December 4, 1998, between DTI and GM




---



##### 



Exhibit G-2
  INTELLECTUAL PROPERTY LICENSE AGREEMENT
    1 
    
    PatentsThe licenses granted in this section 1 are subject to the restrictions set forth in the
Technology Transfer Agreement executed herewith between the parties, and to rights
granted to others prior to the Effective Date, and are effective as of the Effective
Date.1.1
    
    Delphi patent license to GM
      1




---



##### 



1.2
    
    GM patent license to Delphi
        1.3
    
    Additional licenses
  2




---



##### 



2 -
    
    CopyrightsThe licenses granted in this section 2 are subject to the restrictions set forth in the
Technology Transfer Agreement executed herewith between the parties, and to rights granted
to others prior to the Effective Date, and are effective as of the Effective Date.2.1
    
    Delphi copyright license to GMDelphi hereby grants (and will cause Delphi Affiliates to
grant) to GM a non-exclusive,
world-wide, irrevocable license (including the right to grant sublicenses to GM Affiliates)
under Delphi Copyrights and Delphi Affiliate Copyrights.2.2
    
    GM copyright license to DelphiGM hereby grants (and will cause GM Affiliates to grant) to
Delphi a non-exclusive,
world-wide, irrevocable license (including the right to grant sublicenses to Delphi
Affiliates) under GM Copyrights and GM Affiliate Copyrights.3 -
    
    Equal valueAn independent accounting firm has concluded that the aggregate value of licenses granted
to Delphi by GM and GM Affiliates is approximately equal to the aggregate value of licenses
granted to GM by Delphi and Delphi Affiliates. Accordingly, no payment by either party to
the other is necessary to make such licenses of equal value, and all licenses granted in
this agreement are fully paid.4 -
    
    Other provisions4.1
    
    TermThis agreement will remain in effect until all rights and obligations have expired.
 3




---



##### 



4.2
    
    NoticesAll notices or other communications relating to this agreement must be written, and will
be deemed to have been properly given when delivered in person, received by facsimile, or
delivered by registered or certified mail as shown by a return receipt. Such notices or
other communications must be addressed as follows:
 If to GM:
    
    General Motors Corporation 
Legal Staff 
P.O. Box 33114Detroit MI 48232Attention:     Patent CounselFacsimile:     313-974-1374If to Delphi:
    
    Delphi Technologies, Inc. 
Legal Staff 
P.O. Box 33114

Detroit MI 48232Attention:     Patent CounselFacsimile:      313-974-0593
 Either party may change its address by notice to the other.4.3
    
    DisputesThe parties will use all reasonable efforts to resolve any dispute arising from or in
connection with this agreement, and to that end will refer any such dispute to the GM and
Delphi Automotive Systems Corporation vice presidents responsible for engineering matters.
If a dispute is not resolved in that manner, then the dispute resolution provisions of the
Master Separation Agreement between GM and Delphi Automotive Systems Corporation will
apply.4.4
    
    SublicensesEither party may sublicense its rights under this agreement to the successors to the
portions of its business or its Affiliates business to which such rights relate, provided
such sublicense is limited to continuation of such portion of such business and does not
extend to other activities of the successor in interest or to new activities beyond the
scope of such portion of such business.
 4




---



##### 



5 -
    
    DefinitionsControl of an organization means direct or indirect possession of the power to direct or
cause direction of the management of the policies of the organization, whether through the
ownership of voting securities, by contract or otherwise. Controlling and Controlled
have the corollary meanings ascribed thereto.Delphi Affiliate means any organization directly or indirectly Controlling,
Controlled by, or under common Control with Delphi at any time.Delphi Affiliate Copyright means a copyright or semiconductor chip mask work
right in which a Delphi Affiliate has an ownership interest immediately prior to the
Effective Date, but excluding Delphi Restricted Technology Copyrights.Delphi Affiliate Patent means a Patent in which a Delphi Affiliate has an ownership
interest immediately prior to the Effective Date.Delphi Business Sector means domestic and foreign operations of the Delphi Automotive
Systems business sector of GM, and its predecessor organizations. The Delphi Business Sector
is the predecessor to Delphi Automotive Systems Corporation and its subsidiaries.Delphi Copyright means a copyright or semiconductor chip mask work right assigned to
Delphi pursuant to the Intellectual Property Transfer Agreement executed herewith between
the parties.Delphi Current Component Patent means a Delphi Patent (a) primarily related to a component
made or sold by the Delphi Business Sector prior to the Effective Date, or (b) primarily
related to a component (i) involved immediately prior to the Effective Date in a Delphi
Business Sector development program set forth in the attached schedule A and (ii) not
involved in a GM development program immediately prior to the Effective Date that GM
continues (either alone or with a supplier other than Delphi or a Delphi Affiliate)
following the Effective Date.Delphi Patent means a Patent assigned to Delphi pursuant to the Intellectual Property
Transfer Agreement executed herewith between the parties, or a Delphi Affiliate Patent, but
excluding Delphi Restricted Technology Patents.Delphi Restricted Technology Copyright means a copyright or a semiconductor chip mask work
right assigned to Delphi pursuant to the Intellectual Property Transfer Agreement executed
herewith between the parties, and directed to a technology (i) subject to restriction and
(ii) in which Delphi or a Delphi Affiliate has an ownership interest, as provided in the
Technology Transfer Agreement executed herewith between the parties.
 5




---



##### 



Delphi Restricted Technology Patent means a Patent assigned to Delphi pursuant to the
Intellectual Property Transfer Agreement executed herewith between the parties, and directed to a
technology (i) subject to restriction and (ii) in which Delphi or a Delphi Affiliate has an
ownership interest, as provided in the Technology Transfer Agreement executed herewith between the
parties.Designated Delphi Affiliate means a Delphi Affiliate designated by Delphi at any time.Designated GM Affiliate means a GM Affiliate designated by GM at any time.Effective Date
means 1 January 1999.GM Affiliate means an organization directly or indirectly Controlled by GM at any time, but
excluding Delphi Automotive Systems Corporation and its subsidiaries.GM Affiliate Copyright means a copyright or semiconductor chip mask work right in which a GM
Affiliate has an ownership interest immediately prior to the Effective Date, but excluding GM
Restricted Technology Copyrights.GM Affiliate Patent means a Patent in which a GM Affiliate has an ownership interest
immediately prior to the Effective Date.GM Copyright means a copyright or semiconductor chip mask work right in which GM has an ownership
interest immediately prior to the Effective Date and not assigned to Delphi pursuant to the
Intellectual Property Transfer Agreement executed herewith between the parties, but excluding GM
Restricted Technology Copyrights.GM Patent means a Patent in which GM or Saturn has an ownership interest immediately prior to the
Effective Date and not assigned to Delphi pursuant to the Intellectual Property Transfer Agreement
executed herewith between the parties, or a GM Affiliate Patent, but excluding GM Restricted
Technology Patents.GM Restricted Technology Copyright means a copyright or semiconductor chip mask work right
directed to a technology (i) subject to restriction and (ii) in which GM or a GM Affiliate retains
an ownership interest after the Effective Date, as provided in the Technology Transfer Agreement
executed herewith between the parties.GM Restricted Technology Patent means a Patent directed to a technology (i) subject to
restriction and (ii) in which GM or a GM Affiliate retains an ownership
 6




---



##### 



interest after the Effective Date, as provided in the Technology Transfer
Agreement executed herewith between the parties.Patent means a domestic or foreign patent, utility model or industrial design granted on
an invention conceived prior to the Effective Date; an application for a  patent, utility
model or industrial design on such an invention; the right to apply for a patent, utility
model or industrial design on such an invention; and any other intellectual property
rights in such an invention.Saturn means Saturn Corporation, a GM Affiliate.
  GENERAL MOTORS CORPORATION
    
    
    
    DELPHI TECHNOLOGIES, INC.By
    
    /s/ Thomas J. Davis
    
    
    
    By
    
    /s/ Andrew Brown, Jr.Name
    
    Thomas J. Davis
    
    
    
    Name
    
    Andrew Brown, Jr.Title
    
    Vice President and Group Executive
    
    
    
    Title
    
    President
 7




---



##### 



Schedule A  Development Programs
 
 8




---



##### 



Exhibit 5.01(a)(xi)
Intellectual Property Transfer Agreement dated as of December 4, 1998
between DTI and GM




---



##### 



Exhibit G-3
  
    1 -
    
    Patents, copyrights1.1
    
    Assignment of Patents to Delphi
     1




---



##### 



1.2
    
    Assignment of copyrights to Delphi
    1.3
    
    Cooperation in securing and enforcing IP rightsThe parties will cooperate with each other in a reasonable manner to secure and enforce
intellectual property rights, including (without limitation) executing any lawful papers
that a party considers helpful to secure and enforce such rights.
 1.4
    
    Maintenance of patents
  2




---



##### 



be subject to the rights of joint owners, and to rights granted to others prior to the
assignment.(b)     If Delphi elects to allow any patent or patent application filed prior to the
Effective Date and transferred under this agreement to lapse or become abandoned, Delphi
will notify GM of its intention to do so at least 60 days prior to the date on which the
patent is due to lapse or become abandoned, but Delphi will have no liability to GM if it
fails to do so. GM may then assume control of such patent at its own expense by providing
written notice to such effect at least 30 days prior to the date
the patent lapses or
becomes abandoned. Upon receiving such notice, Delphi will assign its interest in the
patent to GM, together with the right to sue for past infringement. Such assignment will be
subject to the rights of joint owners, and to rights granted to others prior to the
assignment.2-
    
    Other provisions2.1
    
    TermThis agreement will remain in effect until all rights and obligations have expired.2.2
    
    NoticesAll notices or other communications relating to this agreement must be written, and
will be deemed to have been properly given when delivered in person, received by
facsimile, or delivered by registered or certified mail as shown by a return receipt.
Such notices or other communications must be addressed as follows:
 If to GM:
    
    General Motors CorporationLegal StaffP.O. Box 33114Detroit MI 48232Attention:      Patent CounselFacsimile:      313-974-1374If to Delphi:
    
    Delphi Technologies, Inc.Legal Staff 
P.O. Box 33114Detroit MI 48232Attention:      Patent Counsel
Facsimile:      313-974-0593Either party may change its address by notice to the other.
 3




---



##### 



2.3
    
    DisputesThe parties will use all reasonable efforts to resolve any dispute arising from or in
connection with this agreement, and to that end will refer any such dispute to the GM and
Delphi Automotive Systems Corporation vice presidents responsible for engineering matters.
If a dispute is not resolved in that manner, then the dispute resolution provisions of the
Master Separation Agreement between GM and Delphi Automotive Systems Corporation will
apply.3-
    
    DefinitionsControl of an organization means direct or indirect possession of the power to direct or
cause direction of the management of the policies of the organization, whether through the
ownership of voting securities, by contract or otherwise. Controlling and Controlled
have the corollary meanings ascribed thereto.Delphi Additional Component Patent means a Patent, other than a Delphi Algorithm Patent
or a Delphi Current Component Patent, which the parties agree has highest value to Delphi,
and in which GM or Saturn has an ownership interest immediately prior to the Effective
Date.Delphi Affiliate means an organization directly or indirectly Controlling,
Controlled by, or under common Control with Delphi at any time.Delphi Algorithm Patent means a Patent directed to an algorithm invented or maintained by
the Delphi Business Sector, and in which GM or Saturn has an ownership interest immediately
prior to the Effective Date.Delphi Business Sector means domestic and foreign operations of the Delphi Automotive
Systems business sector of GM, and its predecessor organizations. The Delphi Business
Sector is the predecessor of Delphi Automotive Systems Corporation and its subsidiaries.Delphi Current Component Patent means a Patent primarily related to components made or
sold by the Delphi Business Sector prior to the Effective Date, and in which GM or Saturn
has an ownership interest immediately prior to the Effective Date.Delphi Copyright means a copyright or semiconductor chip mask work right in material
created by the Delphi Business Sector prior to the Effective Date, and in which GM has an
ownership interest immediately prior to the Effective Date, but excluding GM Restricted
Technology Copyrights.Delphi Patents means Delphi Current Component Patents, Delphi Additional Component Patents
and Delphi Algorithm Patents, but excluding GM Restricted Technology Patents.
 4




---



##### 



Effective Date means 1 January 1999.GM Affiliate means an organization directly or indirectly Controlled by GM at any time,
but excluding Delphi Automotive Systems Corporation and its subsidiaries.GM Restricted Technology Copyright means a copyright or semiconductor chip mask work
right directed to a technology (i) subject to restriction and (ii) in which GM or a GM
Affiliate retains an ownership interest after the Effective Date, as provided in the
Technology Transfer Agreement executed herewith between the parties.GM Restricted Technology Patent means a Patent directed to a technology (i) subject to
restriction and (ii) in which GM or a GM Affiliate retains an ownership interest after the
Effective Date, as provided in the Technology Transfer Agreement executed herewith between
the parties.Patent means a domestic or foreign patent, utility model or industrial design granted on
an invention conceived prior to the Effective Date; an application for a patent, utility
model or industrial design on such an invention; the right to apply for a patent, utility
model or industrial design on such an invention; and any other intellectual property
rights in such an invention.Saturn means Saturn Corporation, a GM subsidiary.
  GENERAL MOTORS CORPORATION
    
    
    
    DELPHI TECHNOLOGIES, INC.By
    
    /s/ Thomas J. Davis
    
    
    
    By
    
    /s/ Andrew Brown, Jr.Name
    
    Thomas J. Davis
    
    
    
    Name
    
    Andrew Brown, Jr.Title
    
    Vice President and Group Executive
    
    
    
    Title
    
    President
 5




---



##### 



Schedules
                6




---



##### 



Exhibit 5.01(a)(xii)
GM-Delphi Technology Transfer Agreement
between Delphi Technologies, Inc. and GM, dated December 4, 1998




---



##### 



TECHNOLOGY TRANSFER AGREEMENT
    1-
    
    Assignment of Technology to Delphi1.1
    
    GM hereby assigns to Delphi its interest in the Delphi Technology, together with the
right to sue for past misappropriation. Such assignment is subject to the rights of
joint owners, and to rights granted to others prior to the Effective Date, and is
effective on the Effective Date.1.2
    
    GM hereby assigns to Delphi a joint ownership interest in the Common Technology,
including the right to sue for past misappropriation. Such assignment is subject to the
rights of joint owners, and to rights granted to others prior to the Effective Date, and
is effective on the Effective Date. By this assignment, the parties intend to establish
a tenancy-in-common with respect to the Common Technology. Each party may exercise all
incidents of ownership in the Common Technology without consulting with or accounting to
the other, and accordingly may use and authorize others to use all Common Technology to
make and sell products and provide services to others, except as set forth in this
agreement. However, GM and GM Affiliates may not license Common Technology to Delphi
Affiliates, and Delphi and Delphi Affiliates may not license Common Technology to GM
Affiliates. The right to use Common Technology also is subject to the rights reserved in
the Intellectual Property License Agreement executed herewith between the parties, and
to rights granted to others prior to the Effective Date.1.3
    
    GM further assigns to Delphi its interest in the Technology identified in clause 2 of
this agreement as owned solely by Delphi, and a joint ownership interest in the
Technology identified in clause 2 of this agreement as owned by both Delphi and GM. Such
assignment is subject to the rights of joint owners, and to rights granted to others
prior to the Effective Date, and is effective on the Effective Date.
 1




---



##### 



2-
    
    Restricted Technologies2.1
    
    Vehicle information management relationshipSchedule A reproduces the terms established for the parties relationship relating to
certain vehicle information management technology. Those terms will continue in effect as
stated.2.2
    
    Algorithm relationships(a)     Schedules B through I list algorithms for which disclosure or use of the related
technology by GM or Delphi may be restricted.(b)     For each item in schedules B through I, the word own or owns identifies the party
which owns all intellectual property rights and interests in the item.(c)     For product technologies in schedules B through I (in each case, subject to the
provisions of clause 2.2(e)):
     (d)     For development tools in schedules B through I (in each case, subject to the provisions of clause 2.2(e)):
   2




---



##### 



(e)     Schedules B through I indicate some items for which GM and the Delphi Business Sector have
agreed on variations from or additions to the foregoing restrictions. Schedule J reproduces terms
established for the relationship between GM and the Delphi Business Sector relating to certain
powertrain matters, and may include variations from or additions to the foregoing restrictions.
Other prior agreements between GM and the Delphi Business Sector also may vary or supplement the
foregoing restrictions. The variations and additions indicated in schedules B through J or other
such prior agreements override the restrictions set forth in clauses 2.2(c) and (d).(f)     Schedules B through I indicate a few items for which the parties have agreed on a limited
period during which Delphi and Delphi Affiliates may not sell
products based on the related technology to others. In addition, Quadrasteer will be subject
to the agreement (if any) resulting from current negotiations between the Delphi Business
Sector and GM Truck Group, the magneto-rheological fluid controlled damper will be subject to
the agreement (if any) resulting from current negotiations between the Delphi Business Sector
and Adam Opel AG (a GM Affiliate), and the Low Cost Telematics, Galileo Dry Interface Brake,
and TraXXar with Slide Slip Control will be subject to the agreements (if any) resulting from
current discussions between the Delphi Business Sector and other GM business sectors. The
terms of the agreements referenced in this section (f) will remain in effect only for the
agreed period.(g)     For any item in schedules B through J covered by a patent, the restrictions
will remain in effect only for the term of the patent. For any item in schedules B
through J not covered by a patent, the restrictions will remain in effect only until
the related technology becomes known to the public other than through a
wrongful act by the party so restricted, or becomes lawfully available from
another source, or is independently developed by the party so restricted; or until
both parties agree in writing that the restrictions no longer apply. (If the terms of
an agreement reproduced in schedule J differ from this clause 2.2(g), the terms of
that agreement override the provisions of this clause 2.2(g) for purposes of that
agreement.)(h)     Schedules B through I apply only to versions of the indicated algorithm technology
created prior to the Effective Date. Transfers (if any) of algorithm
 3




---



##### 



technology created after the Effective Date will be subject to the terms of the agreements
(if any) relating to such transfers.(i)     The parties may vary the terms of this clause 2.2 by written agreement at any
time in the future, either with respect to Technology on a particular item or with respect
to all Technology.(j)     The parties believe GM and GMs Affiliates and the Delphi Business Sector are in
full compliance with the restrictions set forth in this clause 2.2, and will interpret this
clause 2.2 in accordance with that belief.
 2.3
    
    Fuel cell relationshipSchedule K reproduces the terms established for the parties relationship relating to
certain fuel cell technology. Those terms will continue in effect as stated.2.4
    
    Licensed software toolsSchedule L identifies certain software tools licensed by the Delphi Business Sector to GM
and/or GM Affiliates. GM may disclose and use such tools only to the extent provided in
such license arrangements.3-
    
    Other provisions3.1
    
    Access to drawings(a)     The parties will cooperate to create, maintain, update, and share technical
information, such as component detail drawings, specifications and math geometry, models
and data, about products supplied to GM by the Delphi Business Sector prior to the
Effective Date and their manufacture and related information, as needed for litigation and
regulatory purposes and engineering reference, and in compliance with GMs drafting and
math standards.(b)     Delphi will provide GM with access to test lists and test standards applicable to a
component supplied to GM by the Delphi Business Sector prior to the Effective Date if a
Delphi Affiliate sells the business relating to that component.(c)     Delphi owns or is responsible for several tests (MTL) and test standards (GMUTS).
Delphi will review these test procedures to identify and remove Delphi proprietary design
information, will rewrite these procedures as GM generic documents that GM can utilize to
execute its business, and will provide the rewritten procedures to GM. These will become GM
domain. (This includes any proving grounds driving and test schedules, but does not pertain
to non-MTL Delphi component lab test procedures.)
 4




---



##### 



3.2
    
    Indemnity for use of Technology(a)     Neither party makes any representation or warranty of any kind whatsoever regarding
rights or interests in Technology transferred or provided under this agreement and, unless
otherwise expressly provided herein, the party transferring or providing such rights or
interests disclaims all warranties either express or implied, including warranties of
fitness for a particular purpose or of merchantability regarding such Technology and such
rights and interests.(b)     GM will defend (or cause a GM Affiliate to defend) any suit or other claim against
Delphi or a Delphi Affiliate based on use  by GM, a GM Affiliate or a GM licensee other
than Delphi and Delphi Affiliates (but excluding use by the Delphi Business Sector)  of
any rights or interests in Technology transferred or provided under this agreement. In any
such suit, GM will hold (or cause the Designated GM Affiliate to hold) Delphi or the Delphi
Affiliate harmless against any money damages or costs awarded in such suit including
reasonable attorneys fees. GM or the GM Affiliate will have full control of the defense of
any such action through counsel of its own selection, and may settle any such action at its
own expense.(c)     Delphi will defend (or cause a Delphi Affiliate to defend) any suit or other claim
against GM or a GM Affiliate based on use  by Delphi, the Delphi Business Sector, a Delphi
Affiliate or a Delphi licensee other than GM and GM Affiliates- of any rights or interests
in Technology transferred or provided under this agreement. In any such suit, Delphi will
hold (or cause the Designated Delphi Affiliate to hold) GM or the GM Affiliate harmless
against any money damages or costs awarded in such suit including reasonable attorneys
fees. Delphi or the Delphi Affiliate will have full control of the defense of any such
action through counsel of its own selection, and may settle any such action at its own
expense.(d)     The provisions of this clause 3.2 are intended as general in nature, and are superseded
by any applicable provisions of any other prior or subsequent agreement between the parties
or their Affiliates  such as, for example, warranty provisions or other terms and
conditions of a purchase order or other agreement by which GM purchases products from a
Delphi Affiliate.
 3.3
    
    Intellectual Property Infringement Indemnity(a)     Unless otherwise specifically provided in a separate written agreement between
the parties, and to the extent not otherwise addressed by the Supply Agreement executed
herewith between GM and Delphi Automotive Systems LLC, Delphi agrees to defend (or to cause
a Delphi Affiliate to defend) any suit or other claim or any threat thereof against GM, GM
Affiliates, and GM customers arising out of any actual or alleged direct or contributory
infringement of, or
 5




---



##### 



inducement to infringe, any United States or foreign patent, trademark, copyright or mask
work right by reason of the manufacture, use or sale of products or services purchased by
GM or others from the Delphi Business Sector under agreements, projects, or ventures
entered into prior to the Effective Date, including but not limited to those suits and
claims listed in schedule M, and including infringement arising out of compliance with
specifications furnished by GM or the GM Affiliate, or for actual or alleged misuse or
misappropriation of a trade secret resulting directly or indirectly from the Delphi
Business Sectors actions. In any such suit, claim, or action, or in response to any threat
thereof Delphi agrees to hold (or to cause a Delphi Affiliate to hold) GM, GM Affiliates,
and GM customers harmless against any money damages or costs awarded or incurred thereby
including reasonable attorneys fees. Delphi or a Delphi Affiliate will have full control
of the defense of any such action through counsel of its own selection, and may settle any
such action at its own expense. However, GM and GM Affiliates reserve the right, at their
sole option and expense, to participate in any such action or any portion thereof, and to
conduct its own defense with counsel of its own selection. Such participation in no way
alters or reduces the obligations of Delphi and Delphi Affiliates under this paragraph.(b)     Delphi agrees to waive (and to cause Delphi Affiliates to waive) any claim
against GM or a GM Affiliate under the Uniform Commercial Code or otherwise, including any
hold harmless or similar claim, in any way related to a claim, action, or threat asserted
against Delphi or a Delphi Affiliate or GM or a GM Affiliate for patent, trademark,
copyright or mask work right infringement or the like by reason of the manufacture, use or
sale of products or services purchased from the Delphi Business Sector under agreements,
projects, or ventures entered into prior to the Effective Date, including claims arising
out of compliance with specifications furnished by GM or a GM Affiliate.
 3.4
    
    Protection of TechnologyGM will protect (and cause GM Affiliates to protect) documents and other material
containing proprietary Common Technology against disclosure to others with the same care GM
uses to protect its own documents and other material of a similar nature. However, neither
GM nor GM Affiliates will be liable to Delphi or Delphi Affiliates in any manner for any
disclosure that may occur, even if such disclosure occurs because of a failure to provide
such protection.Delphi will protect (and cause Delphi Affiliates to protect) documents and other material
containing proprietary Common Technology against disclosure to others with the same care
Delphi uses to protect its own documents and other material of a similar nature. However,
neither Delphi nor Delphi Affiliates will be liable to GM or GM Affiliates in any manner
for any disclosure that may occur, even if such disclosure occurs because of a failure to
provide such protection.
 6




---



##### 



3.5
    
    TermThis agreement will remain in effect until all rights and obligations have expired.3.6
    
    NoticesAll notices or other communications relating to this agreement must be written, and will be
deemed to have been properly given when delivered in person, received by facsimile, or
delivered by registered or certified mail as shown by a return receipt. Such notices or
other communications must be addressed as follows:
 If to GM:
    
    General Motors CorporationLegal StaffP.O. Box 33114Detroit MI 48232Attention:      Patent CounselFacsimile:      313-974-1374If to Delphi:
    
    Delphi Technologies, Inc.Legal Staff P.O. Box 33114Detroit MI 48232Attention:      Patent Counsel
Facsimile:      313-974-0593Either party may change its address by notice to the other.
 3.7
    
    DisputesThe parties will use all reasonable efforts to resolve any dispute arising from or in
connection with this agreement, and to that end will refer any such dispute to the GM and
Delphi Automotive Systems Corporation vice presidents responsible for engineering matters.
If a dispute is not resolved in that manner, then the dispute resolution provisions of the
Master Separation Agreement between GM and Delphi Automotive Systems Corporation will
apply.3.8
    
    SublicensesEither party may sublicense its rights under this agreement to the successors to the
portions of its business or its Affiliates business to which such rights relate, provided
such sublicense is limited to continuation of such portion of such
 7




---



##### 



business and does not extend to other activities of the successor in interest or to new
activities beyond the scope of such portion of such business.4-
    
    DefinitionsCommon Technology means Technology developed or acquired from others and used, prior to
the Effective Date, by both the Delphi Business Sector and one or more other GM business
sectors to provide products or services, and in which GM or Saturn has an ownership
interest immediately prior to the Effective Date. However, Common Technology does not
include any Patent, copyright, or semiconductor chip mask work right licensed under the
Intellectual Property License Agreement executed herewith between the parties or any
technology identified in this Agreement as (i) subject to restriction under clause 2 and
(ii) owned only by GM or only by Delphi.Control of an organization means direct or indirect possession of the power to direct or
cause direction of the management of the policies of the organization, whether through the
ownership of voting securities, by contract or otherwise. Controlling and Controlled
have the corollary meanings ascribed thereto.Delphi Affiliate means an organization directly or indirectly Controlling, Controlled by,
or under common Control with Delphi at any time, but excluding GM and GM Affiliates.Delphi Business Sector means domestic and foreign operations of the Delphi Automotive
Systems business sector of GM, and its predecessor organizations. The Delphi Business
Sector is the predecessor or Delphi Automotive Systems Corporation and its subsidiaries.Delphi Technology means Technology developed or acquired from third parties prior to the
Effective Date by the Delphi Business Sector, and not in the possession of another GM
business sector, and in which GM has an ownership interest immediately prior to the
Effective Date. However, Delphi Technology does not include any technology subject to
restriction under section 2 of this agreement.Designated Delphi Affiliate means a Delphi Affiliate designated by Delphi at any time.Designated GM Affiliate means a GM Affiliate designated by GM at any time.Effective Date means 1 January 1999.
 8




---



##### 



GM Affiliate means an organization directly or indirectly Controlled by GM at any time,
but excluding Delphi Automotive Systems Corporation and its subsidiaries.Patent means a domestic or foreign patent, utility model or industrial design granted on
an invention conceived prior to the Effective Date; an application for a patent, utility
model or industrial design on such an invention; the right to apply for a patent, utility
model or industrial design on such an invention; and any other intellectual property
rights in such an invention.Technology refers to technical information of every kind and nature, including trade
secrets and other proprietary and confidential technical information, know-how, methods,
practices, procedures, processes, and formulas with respect to the engineering, design,
development, manufacture, assembly and servicing of products, and encompassing (but not
limited to) the information included in the documents and other materials listed in
schedule N.
  GENERAL MOTORS CORPORATION
    
    
    
    DELPHI TECHNOLOGIES, INC.By
    
    /s/ Thomas J. Davis
    
    
    
    By
    
    /s/ Andrew Brown, Jr.Name
    
    Thomas J. Davis
    
    
    
    Name
    
    Andrew Brown, Jr.Title
    
    Vice President and Group Executive
    
    
    
    Title
    
    President
 9




---



##### 



Schedules
 
 10




---



##### 



Schedule A  Vehicle Information Management Relationship
 3/17/97
Statement on Exclusivity and Public Announcements
 (2
pages attached)




---



##### 



ONSTAR
    
    Chet HuberDelco
    
    Michael BurnsMotorola
    
    Dave Melka
  1.
    
    The TRC and/or Delco, Motorola and MoDel will review New Technologies and identify those
which are applicable to the VCP. Delco, Motorola and MoDel agree not to withhold New
Technologies from ONSTAR that are applicable to the VCP and to offer New Technologies to
ONSTAR with sufficient lead time to allow for vehicle validation for an identified target
model year introduction.2.
    
    If ONSTAR decides not to adopt any of the New Technologies or does not introduce them in the
target model year then they will be deemed to be non-exclusive.




---



##### 



3.
    
    Those New Technologies and/ or their unique application to a
VCP that are designated for ONSTAR
exclusivity will not be sold in a VCP type product for at least 12 months after the targeted
introduction date.4.
    
    New Technologies jointly developed by ONSTAR, Delco, Motorola or MoDel will be
jointly owned by General Motors, Delco and Motorola. Jointly owned New Technologies will be
accorded ONSTAR exclusivity and will not be sold in a VCP type product for at least 24 months
after the target introduction date.5.
    
    If ONSTAR decides not to adopt jointly owned New Technologies and/or introduce them in the
target model year then they will be deemed to be non-exclusive.6.
    
    Exclusivity for New Technology will end when the TRC concludes that the New Technology is
commercially available in the market  for VCPs.




---



##### 



Schedule B
 Vehicle Information Management
 Usage authority definition
 
    
    R  identifies the need to get approval from the other party (GM or Delphi) when applying a
feature with a third party. Third party will mean either customer or supplier.
    
    U  unrestricted usage authority with regard to aforementioned third party.
 Vehicle Information Management (OnStar) Usage and Ownership
 Delphi
    
    GMU=Unrestricted
    
    U=UnrestrictedR=Restricted
    
    R=RestrictedSystem DescriptionAirlink
    
    R
    
    RTools, Vehicle Simulator
    
    U
    
    ROwnsDSP, IHF
    
    Purchased from third partyDSP, Vocoder
    
    U
    
    ROwnsDSP, Voice Rec. Tree
    
    R
    
    UOwnsDSP, SVD (Bell 103 Notched)
    
    R
    
    ROwn
    
    OwnVoice Templates
    
    R
    
    UOwnsPOI Download
    
    R
    
    UOwnsRF Switch
    
    R
    
    UOwnsGPS
    
    Purchased from third partyTools, Call Center Simulator
    
    U
    
    ROwnsDSP, Memo Record (Segmentation & Partitioning)
    
    R
    
    UOwnsOnboard Black Box Data Format
    
    R
    
    UOwnsEmbedded Phone Interface
    
    U
    
    ROwnsOnStar Configured Mobile (OnStar Virtual Network)
    
    R
    
    UOwns
 1




---



##### 



Delphi
    
    GMU=Unrestricted
    
    U=UnrestrictedR=Restricted
    

R=RestrictedVehicle Interface
    
    U
    
    UOwnsRemote Diagnostics
    
    U
    
    UOwn
    
    OwnCall Flows
    
    R
    
    UOwns
 2




---



##### 



General Statements Regarding the Delphi/DE and Onstar Intellectual Properties
Agreement
      
 2.
    
    The business relationship between Delphi/DE and OnStar will be guided by the Statement of
Exclusivity and Public Announcements dated 3/17/97. However, the ownership positions and the
restrictions listed in Delphi/DE and OnStar Intellectual Properties Agreement will continue
even after the MoDel agreements have expired.3.
    
    Delphi/DE can sell hardware to other OEMs subject to the terms and conditions of the
Statement of Exclusivity and Public Announcements and the Delphi/DE and OnStar Intellectual
Properties Agreement.4.
    
    When possible, Delphi/DE and OnStar should work together to provide systems to other OEMs.
  3




---



##### 



Schedule C  Powertrain Algorithms
 Usage authority definition
 
    
    U = Unrestricted  All Categories
 
    
    R = Restricted
  
    
    R  Delphi: Delphi can not sell or disclose this product to non-GM
    
    R  GM: GM can not disclose to Delphi competition
  
    
    R   Delphi: Delphi can use tool for any OEM but not disclose tool logic to non-GM
    
    R  GM: GM can use tool but not disclose to Delphi competition
 Powertrain Algorithms Usage and Ownership
 System Description
 Delphi
    
    GMU=Unrestricted
    
    U=UnrestrictedR=Restricted
    
    R=RestrictedALGORITHMS DEVELOPED BY GMPT AND USED BY DELPHIAlgorithms applied in Control or Diagnosis of Powertrain (unless
otherwise provided)
    
    R
    
    U
OwnsSerial Data Communication J-1979 and J-2190
    
    U
    
    U
OwnsDSpace to PCM Link Code
    
    U
    
    U
OwnsOBDII S/W
    
    U
    
    U
OwnsCVT Control and Diagnostic S/W
    
    R
    
    U
OwnsIPC
    
    U
    
    U
OwnsCommunication Drivers
    
    R
    
    U
OwnsClass II Specifications
    
    U
Own
    
    U
OwnALGORITHMS DEVELOPED BY DELPHI AND USED BY GMPTAlgorithms applied in Control or Diagnosis of Powertrain (unless
otherwise provided)
    
    U
Owns
    
    RSimulink to dSpace Link Code
    
    U
Owns
    
    UETC S/W Specifications
    
    U
Owns
    
    UCruise Control S/W Specification
    
    U
Owns
    
    UCommunication Drivers, Math Libraries, Controller Diagnostics,
Operating System, which were developed by Delphi
    
    U
Owns
    
    R
 4




---



##### 



System Description
 Delphi
    
    GMU=Unrestricted
    
    U=UnrestrictedR=Restricted
    
    R=RestrictedDEVELOPMENT TOOL USED BY DELPHILint/Code Check Tools for S/W Quality
    
    R
    
    U
OwnsSimucar Engine Models Access and Support
    
    R
    
    U
OwnsAutobob (Automatic Break Outbox)
    
    R
    
    U
OwnsOverdrive
    
    R
    
    U
OwnsCal Tools
    
    R
    
    U
OwnsDEVELOPMENT TOOL USED BY GMPTMDS H/W and Algorithms
    
    U
Owns
    
    R
 5




---



##### 



Schedule D  Vehicle Controls  Chassis Systems
 Usage authority definition
 
    
    U means unrestricted usage authority.
    
    R means restricted  either a time constraint for NAO exclusivity for a feature, limitation of
using a feature on only Delphi-A hardware, or simply identifies the need to get
approval from the other party when applying the feature with a third party.
 Vehicle Controls Algorithm  Chassis Systems Usage and Ownership
 System Description
 Delphi
    
    GMU=Unrestricted
    
    U=UnrestrictedR=Restricted
    

R=RestrictedABS (Antilock Brake System)ABS 3
    
    U
Owns
    
    RABS 6  2wd & 4wd truck
    
    U
    
    R3Own
    
    OwnABS  Truck
    
    R
    
    U
OwnsBosch/DDE 5.0
    
    U
Owns
    
    RDBC 7
    
    U
Owns
    
    RBosch/DDE 5.3
    
    U
Owns
    
    REH I (Electric Car)
    
    U
    
    R3Own
    
    OwnDRP (Dynamic Rear Proportioning)DRP  Truck
    
    R
    
    U
OwnsEH I (Electric Car)
    
    U
    
    R3OwnsDBC 7
    
    U
Owns
    
    RBosch/DDE 5.3
    
    U
Owns
    
    RTCS (Traction Control System)TCS 6
    
    U
    
    R3Own
    
    OwnTCS  Truck
    
    R
    
    UOwnsBosch/DDE 5.0
    
    U
Owns
    
    RDBC 7
    
    U
Owns
    
    RBosch/DDE 5.3
    
    U
Owns
    
    R
 6




---



##### 



Delphi
    
    GMU=Unrestricted
    
    U=UnrestrictedR=Restricted
    
    R=RestrictedETS (Enhanced Traction System)ABS 6
    
    U
Owns
    
    RDBC 7
    
    U
Owns
    
    RSaturn
    
    R
    
    U
OwnsTraxxar (Vehicle Stability System)Bosch/DDE 5.0
    
    U
    
    R3Own
    
    OwnBosch/DDE 5.3
    
    U
Owns
    
    RVeh. Stability Enhanc. Sys.  Truck
    
    R
    
    U
OwnsBase Brake ControlEH I (Electric Car)
    
    U
Owns
    
    RRegen Blending
    
    U
Own
    
    U
OwnsTire Inflation Monitoring
    
    U
Owns
    
    RCommunicationsUART
    
    U
Own
    
    U
OwnClass II
    
    U
Own
    
    U
OwnKeyword
    
    U
Own
    
    U
OwnCAN
    
    U
Own
    
    U
OwnMiscVehicle Speed Sensing Output
    
    U
Owns
    
    URough Road (Misfire Detection)
    
    U
Own
    
    U
OwnDamping ControlCCR (Computer Control Ride)
    
    U
Owns
    
    RBSRTD (Bi-State RTD)
    
    U
Owns
    
    RCVRTD (Continuously Variable RTD)
    
    U
Owns
    
    RBSRTDm (Bi-State RTD Monotube)
    
    U
Owns
    
    R
 7




---



##### 



Delphi
    
    GMU=Unrestricted
    
    U=UnrestrictedR=Restricted
    
    R=RestrictedRide Height Control2CRL (2 Corner Rear Leveling) 2
    
    U
Owns
    
    RIntegrated ChassisNormal Force
    
    U
Owns
    
    RDamper Based Stability Enhancement
    
    U
Owns
    
    RSensorsSteer Angle  Single Track Roll Over
    
    U
Owns
    
    RSteer Angle  Analog & Digital Track
    
    U
Owns
    
    R3Steer Angle  Dual Track  Analog
    
    U
Owns
    
    RYaw Rate  Discrete
    
    U
Owns
    
    R3Lateral Accelerometer  Discrete
    
    U
Owns
    
    R3
 
 Notes:Algorithm Ownership Only, In all cases source code was implemented by Delphi Business Sector2
    
    Has been implemented in a non Delphi Controller/System3
    
    GM NAO retains the right to use the algorithm on GM vehicles independent of systems
supplier Advanced Development Projects
 System Description
 Delphi
    
    NAOU=Unrestricted
    
    U=UnrestrictedR=Restricted
    
    R=RestrictedTraxxar (Vehicle Stability System)Sensor Reduction
    
    U
Owns
    
    R3Slip Angle Enhancement
    
    U
Owns
    
    RBase BrakeDelphi Boost Assist (Low Vacuum)
    
    U
Owns
    
    RACC Braking
    
    U
Owns
    
    R
 
 Notes:This list only includes advanced projects with past NAO involvement 8




---



##### 



Schedule E  Vehicle Controls -Steering Systems
 Usage authority definition
 
    
    U = Unrestricted
The specified organization (Delphi or GM) can use the algorithm without any
restrictions. This includes disclosing the algorithm, selling the algorithm, or
incorporating the algorithm into other products.
    
    R = Restricted
The specified organization (Delphi or GM) can only use the algorithm in conjunction
with the other organization. Any disclosure or use of the algorithms outside of the GM
/ Delphi organizations requires the other organizations consent.
 Vehicle Controls Algorithms  Steering Systems Usage and Ownership
 System Description
 Delphi
    
    GMU=Unrestricted
    
    U=UnrestrictedR=Restricted
    
    R=RestrictedE-Steer System Algorithms>System compensation
    
    U
Owns
    
    R>Steering assist
    
    U
Owns
    
    R>Active Damping
    
    U
Owns
    
    R>Active Returnability
    
    U
Owns
    
    R>Vehicle speed dependency
    
    U
Owns
    
    R>Duty cycle enforcement
    
    U
Owns
    
    R>System diagnostics
    
    U
Owns
    
    RE-Steer Actuator Control Algorithms>Sine motor control
    
    U
Owns
    
    R>Phase advance
    
    U
Owns
    
    R>Resistance compensation
    
    U
Owns
    
    R>Voltage compensation
    
    U
Owns
    
    R>Trapezoidal motor control
    
    U
Owns
    
    R>Current estimation
    
    U
Owns
    
    R>Controller & Actuator Diagnostics
    
    U
Owns
    
    RE-Steer Generic Algorithms>Torque sensor input processing
    
    U
    
    R
 9




---



##### 



Delphi
    
    GMU=Unrestricted
    
    U=UnrestrictedR=Restricted
    
    R=RestrictedOwns>DTW sensor input processing
    
    U
Owns
    
    R>DTW revolution initialization algorithms
    
    U
Owns
    
    R>KW2000 serial communications
    
    U
Owns
    
    U
Owns>CAN serial communications
    
    U
Owns
    
    U
OwnsE-Steer tools>E-Tune
    
    U
Owns
    
    RQuadrasteer System Algorithms*>System compensation
    
    U
Owns
    
    R>Rear angle position command
    
    U
Owns
    
    R>Vehicle speed to ratio dependency
    
    U
Owns
    
    R>Thermal management
    
    U
Owns
    
    R>System diagnostic algorithms
    
    U
Owns
    
    R>Rear swing out compensation
    
    U
Owns
    
    U
Owns>Static steer operation algorithm
    
    U
Owns
    
    U
Owns>Alignment algorithm
    
    U
Owns
    
    R>Mode switch mechanization logic & transition
    
    U
Owns
    
    U
Owns>Handwheel position compensation
    
    U
Owns
    
    U
Owns>Flight data recorder
    
    R
    
    U
Owns>Mode selection & requirement for multiple algorithms.
    
    U
Owns
    
    U
OwnsQuadrasteer actuator algorithms*>Softstart control
    
    U
Owns
    
    R>Key
on ramp and mode transition timing
    
    U
Owns
    
    U
Owns>Trapezoidal motor control
    
    U
Owns
    
    RQuadrasteer generic algorithms*>Front/Rear position sensor acquisition algorithms
    
    U
Owns
    
    R
 10




---



##### 



Delphi
    
    GMU=Unrestricted
    
    U=UnrestrictedR=Restricted
    
    R=RestrictedQuadrasteer tools>Quadrasteer ratio R&H spreadsheet tool
    
    U
Owns
    
    R>GMTG 4-wheel steer ratio R&H spreedsheet tool
    
    R
    
    UOwns
 
 *
    
    Negotiations are under way with GMTG regarding a
two year exclusivity agreement for Quadrasteer System Description
 Delphi
    
    GMU=Unrestricted
    
    U=UnrestrictedR=Restricted
    
    R=RestrictedMagnasteer I system algorithms>Vehicle speed dependent effort
    
    U
Owns
    
    U
OwnsMagnasteer II system algorithms>Lateral acceleration estimation
    
    U
Owns
    
    R>Lateral acceleration effort compensation
    
    U
Owns
    
    REVO system algorithms>Vehicle speed dependent effort
    
    U
Owns
    
    U
Owns>Handwheel velocity (pump catch) compensation
    
    U
Owns
    
    U
OwnsEH-Steer (Low Voltage)Low Voltage EH-Steer algorithms
    
    U
Owns
    
    REH-Steer (High Voltage)High Voltage EH-Steer algorithms
    
    U
Owns
    
    R
 
 
    
    Does not include work produced by ATV Group on Electric Vehicles, Hybrid Vehicles or other ATV
specific projects. 11




---



##### 



Schedule F  Collision Avoidance
 Usage authority definition
 
    
    U means unrestricted usage authority. Algorithm can be used with any third
party without
notification of the other party.
    
    R means Restricted  identifies the need to get approval from the other
party when applying
the algorithm with a third party
 System Description
 Delphi
    
    GMU=Unrestricted
    
    U=UnrestrictedR=Restricted
    
    R=RestrictedPath Algorithms
    
    U
Owns
    
    RCollision Warning Algorithms
    
    U
Owns
    
    RThreat Assessment (Delphi)
    
    U
Owns
    
    RAdaptive Cruise Control (Delphi)
    
    U
Owns
    
    REngine Management Interface
    
    U
Owns
    
    RInstrument Cluster Interface
    
    U
Owns
    
    RBrake Booster Interface
    
    U
Owns
    
    RDSP Interface
    
    U
Owns
    
    RCAN Communication
    
    U
Owns
    
    RDiagnostics
    
    U
Owns
    
    ROperating System
    
    U
Owns
    
    RBackup Aid
    
    U
Owns
    
    RInstrument Cluster Interface
    
    U
Owns
    
    ROperating System
    
    U
Owns
    
    RDiagnostics
    
    U
Owns
    
    RSide Detection System
    
    U
Owns
    
    RInstrument Cluster Interface
    
    U
Owns
    
    R
 12




---



##### 



Delphi
    
    GMU=Unrestricted
    
    U=UnrestrictedR=Restricted
    
    R=RestrictedOperating System
    
    U
Owns
    
    RDiagnostics
    
    U
Owns
    
    RAdaptive Cruise Control (GM)
    
    R
    
    U
OwnsThreat Assessment (GM)
    
    R
    
    UOwns
 13




---



##### 



Schedule G  Integrated Body
 Usage authority definition
 
    
    U means unrestricted usage authority. Algorithm can be used with any third
party without
notification of the other party.
    
    R means Restricted  identifies the need to get approval from the other
party when applying
the algorithm with a third party
 System Description
 Delphi
    
    GMU=Unrestricted
    
    U=UnrestrictedR=Restricted
    
    R=RestrictedReceivers & PeripheralsAlgorithmsRDS Algorithms
    
    U
Owns
    
    RRandom Algorithm
    
    U
Owns
    
    RTheftlock
    
    U
Owns
    
    RDSP Room Simulation Algorithms
    
    U
Owns
    
    RDEFT
    
    U
Owns
    
    RToolsWinSpeed  Vehicle Equalization ToolCAT TestingAir ControlsAlgorithmsIR Temperature Sensing Algorithm
    
    U
Owns
    
    RHVAC Comfort Algorithms
    
    U
Owns
    
    RAfter Blow Algorithm
    
    U
Owns
    
    UToolsHVAC OOA Based Auto-Code Generator
    
    U
Owns
    
    RWin CIP development tool
    
    U
Owns
    
    RDSS development tool
    
    U
Owns
    
    RInstrument ClustersAlgorithmsCompass sensor dynamic compensation methods
    
    U
Owns
    
    RAir core gage Drive, smoothing, and alignment
    
    U
Owns
    
    R
 14




---



##### 



Delphi
    
    GMU=Unrestricted
    
    U=UnrestrictedR=Restricted
    
    R=RestrictedStepper motor Drive, smoothing, and alignment
    
    U
    
    ROwnsRTT temperature compensation
    
    U
Owns
    
    RRCG family software design
    
    U
Owns
    
    ROdometer storage and access security
    
    U
Owns
    
    RFuel level detection and self calibration methods
    
    U
Owns
    
    R
 15




---



##### 



Schedule H  Body Computer Algorithms
 Usage authority definition
 
    
    U means unrestricted usage authority. Algorithm can be used with any third
party without
notification of the other party.
    
    R means Restricted  identifies the need to get approval from the other
party when applying
the algorithm with a third party
 System Description
 Delphi
    
    GMU=Unrestricted
    
    U=UnrestrictedR=Restricted
    
    R=RestrictedSecurity Rolling Code Algorithm
    
    U
Owns
    
    RClass 2 communications specs
    
    U
    
    U
OwnsClass 2 communications drivers
    
    U
    
    R
OwnsDoor lock switches
    
    R
    
    U
OwnsLight switches
    
    R
    
    U
OwnsDRL
    
    R
    
    U
OwnsTheater lighting
    
    R
    
    U
OwnsRF receiver for key fob
    
    R
    
    U
OwnsRF receiver communication algorithms
    
    R
    
    U
OwnsDiagnostics for I/O (shorts & grounds)
    
    R
    
    U
OwnsTelltale functions based on diagnostic info
    
    R
    
    UOwnsHatch unlock
    
    R
    
    UOwnsDelayed accessory bus power
    
    R
    
    UOwnsFuel gage controls (small car)
    
    R
    
    UOwnsOdometer (small car)
    
    R
    
    UOwns
 16




---



##### 



Schedule I  SIR Algorithms
 Usage authority definition
 
    
    U means unrestricted usage authority. Algorithm can be used with any
third party without
notification of the other party.
    
    R means Restricted  identifies the need to get approval from the other
party when applying
the algorithm with a third party
 System Description
 Delphi
    
    GMU=Unrestricted
    
    U=UnrestrictedR=Restricted
    
    R=RestrictedVBC/SDMA
    
    U
    
    ROwnsEVBC/SDMA,S,E,B
    
    U
    
    ROwnsE2VBC/SDMR(S,SD)
    
    U*
    
    ROwnsALGO-S/SDMG
    
    U
    
    ROwnsALGO-S-SeveGreenity/SDM-Delta
    
    U
    
    ROwnsALGO-E/SDM-Epsilon
    
    U
    
    ROwnsESS/SDM-GT,DeIta,EpsiLon
    
    U
    
    ROwnsDASI/SISM
    
    U
    
    ROwnsDANA/SISM,SIS
    
    U
    
    ROwnsRollover/Rollover
    
    U
    
    ROwnsBladder/PODS
    
    U
    
    ROwnsFlexpoint/PODS
    
    U
    
    ROwnsFrame Based/PODS
    
    U
    
    ROwnsOPRS/OPRS
    
    U
    
    ROwns
 17




---



##### 



Schedule J  Communications between
GM and Delphi Business Sector Personnel
 (21 pages attached)




---



##### 



(DELPHI LOGO)
    
    memo
 Date:
    
    December 12, 1997To:
    
    John Givens, C. HoullionFrom:
    
    Richard JohnsonSubject:
    
    Serial Communicationcc:
    
    T. Binasio, P. Cumbo
  
    
    GMPT is open to the concept proposed in R. Johnsons memo dated November 25, 1997, (see
attached) but needs additional time to review details. Further conversations will take
place in 1998 with the goal of reaching a serial communication specification sharing
agreement, where DE/Delphi would transfer budget for access to the GMPT specifications.
 
    
    In December 1997, DE/Delphi will transfer a budget amount of $30,000 to GMPT for use of
J-1979 and J-2190, Version 015 for customer programs. This is a one time event and any
future sharing will be negotiated as outlined in the above bullet.




---



##### 



(DELPHI LOGO)
    
    memo
 Date:
    
    November 25, 1997To:
    
    John GivensFrom:
    
    Richard JohnsonSubject:
    
    Serial Communicationcc:
    
    P. Cumbo, C. Houllion
   1997
    
    
    .3
    
    
    (100K/Man Year)
    
    $
    30,0001998
    
    
    .3
    
    
    
    
    $
    30,0001999
    
    
    .3
    
    
    
    
    $
    30,0002000
    
    
    .3
    
    
    
    
    $
    30,0002001
    
    
    .3
    
    
    
    
    $
    30,000$
    150,000
  /s/ Richard JohnsonRichard Johnson




---



##### 



(DELPHI LOGO)
    
    memo
 Date:
    
    November 7, 1997To:
    
    Richard Taylor, John GivensFrom:
    
    Richard JohnsonSubject:
    
    ECM Off-Board Serial Communicationcc:
    
    Pete Cumbo, Curtis Houllion
  
    
    J-1979 Modes 1  9 Message Description (CARB Required Modes)General Motors Powertrain GroupJ1979 / J2190 Class 2 Communications Interface SpecificationVersion 016Dan GrennBob VanBommelPowertrain Control Center
    
    J-2190 Modes $10  $AE Message Description (Enhanced Modes)General Motors Powertrain GroupJ1979 / J2190 Class 2 Communications Interface SpecificationVersion 016Dan GrennBob VanBommelPowertrain Control CenterORGeneral MotorsClass 2 Physical MessageDiagnostic StrategySpecificationVersion 1.12Rob HooverClass 2 Diagnostic Work GroupService Technology Group
    
    Control of Off-Board Devices (Mode $AE Control Specification)General Motors Powertrain GroupSubsystem Technical Specification forClass-ll Device Control Interface to PCM from Off-Board DevicesTL.17.5001.R05Revision 05Bob VanBommelPowertrain Control Center




---



##### 




    
    Class-2 Functional Message Operation (ABS, IPC, TCM, etc.)NAO CorporateClass 2 Functional Communication SpecificationVersion 1.2Class 2 Message Strategy GroupSTG ???
    
    Class 2 Message Handler (Specification / Description)General MotorsCorporate Standard Class 2Message HandlerRevision 2.1bAuthor-UnknownSupport Documents for above:Class 2 Application Reference ModelUsers GuideVersion 1.0aAuthor-UnknownClass 2 Application Reference ModelSoftware SpecificationVersion 1.0bAuthor-Unknown
   /s/ Richard JohnsonRichard Johnson




---



##### 




    
    To facilitate the effective commercialization of Engine Management Systems by
Delphi
Automotive Systems Group (Delphi-E and Delco Electronics).
    
    To provide an appropriate level of compensation to GM Powertrain Group, Powertrain
Control
Center, for the developments they have created and managed.
  
    
    Delphi-E/ DE would provide GMPTG/PCC fees based upon the following schedule, as a
mechanism to Delphi-E/ DE for full rights of use and disclosure of existing OBD-II
technology.
 
    
    OBD-II technology includes algorithm descriptions, software requirements,
calibration guides, validation information, software application tools, and any other engineering
process or product documentation.
 
    
    Fee schedule:
 
    
    $500,000 in 1996.
    
    $250,000 by March 1, 1997, for updates through December, 1996.
 
    
    The sum of all fees paid through this Agreement would constitute a paid-up license to all
parties for any knowledge exchanged. This would permit Delphi-E/ DE to base their systems
on the knowledge exchanged, but end any enhancements from GMPTG, as of December 31,
1996.
 
    
    This Agreement shall not preclude future technical cooperation by mutual agreement of
these parties, on a project by project basis.
 Approvals:/s/ Richard B. Taylor
    
    /s/ Thomas J. Duex
    
    /s/ Peter C. CumboRichard B. Taylor
    
    Thomas J. Duex
    
    Peter C. CumboTechnical Director GMPTG
    
    Dir Powertrain Customer Team
    
    Customer Director for GMPTGPowertrain Control Center
    
    Delco Electronics
    
    Delphi Automotive Systems




---



##### 



Date:
    
    December 3, 1997To:
    
    Rich TaylorFrom:
    
    Kevin CullenSubject:
    
    Exchange of dSPACE Development Software
  /s/ Kevin CullenKevin CullenManager, Advanced ControlsPowertrain Control Center
 cc:
    
    Dave DempseyScott Furry
    
    483-342-101Jim Waters
    
    483-342-101




---



##### 



(DELPHI LOGO)
    
    (DELCO)
 To:
    
    Kevin Cullen, David DempseyGMPTG / PCCFrom:
    
    Scott Furry, James WatersDelphi-E / EMSDate:
    
    16-OCT-97Subject:
    
    Summary of agreement to exchange dSPACE rapid algorithm development
software.
  1.
    
    Delphi-E shall receive all software that provides communication between the dSPACE
AutoBox and the target controller (68332 or 68HC11). This includes all source code,
executables, assemblers, batch files and any other support software required to generate,
compile, and download the communication software to the AutoBox dual-port RAM. Delphi-E shall also receive any available documentation and training (not to exceed 3 days) from
GMPTG to understand how the above software functions.2.
    
    GMPTG shall receive all software that integrates the above communication software with
the automatic code generation process provided by The MathWorks SIMULINK and Real-Time Workshop. This includes all source code, Make files, and MATLAB M-files required
for integration. GMPTG shall also receive any available documentation and training (not to
exceed 3 days) from Delphi-E to understand how the integration process functions.
  /s/ J. Scott Furry
    

/s/
James WatersJ. Scott Furry
    
    James Waters




---



##### 



To:
    
    Current Delphi members of Diagnostic COE/NAO OBDII Interface
CommitteeFrom:
    
    Mario Maiorana Jr.  NAO OBD II Interface Committee ChairmanJohn Van Gilder  Diagnostic COE ChairmanSubject:
    
    Diagnostic COE/NAO OBD II Interface Meeting Distribution ChangesDate:
    
    January 10, 1997
   /s/ Mario Maiorana
    

/s/
John Van GilderMario Maiorana
    
    John Van GilderNAO OBD II Interface Committee Chairman
    
    Diagnostic COE ChairmanPowertrain Control Center
    
    Powertrain Control Center8-341-5121
    
    8-341-5845
 GM POWERTRAIN GROUP General Motors Corporation  Proving Ground. Milford, Michigan 48380




---



##### 



Date:
    
    January 8,1997To:
    
    PCC staffCSCSubject:
    
    Delphi-E relationship
       GM Powertrain Group, General Motors Corporation
    
    Phone (810) 685-6438 GM 8-341-6438General Motors Proving Ground, Building 31-E PCC
    
    FAX (810) 685-6374 GM 8-341-6374M/C 483-331-500
    
    VME 81001-54100Milford, Ml 48380-3726




---



##### 



Page 2
     /s/ Rich TaylorRich TaylorTechnical DirectorPowertrain Control Center
 cc:
    
    Ned McClurgTom EndresPeter CumboTom Duex




---



##### 



Date:
    
    May 28, 1993Subject:
    
    GM Powertrain/AC Rochester Agreement to exchange software intellectual property on
Electronic Throttle Control (ETC) and Integrated Powertrain Control (IPC)
 In exchange for providing to GMPT the ETC algorithms that ACR has developed over the
past seven (7) years, ACR is given the right to use IPC algorithms to be developed by
GMPT in the future. The following conditions apply:
 
    
    ACR may use these IPC algorithms in its Worldwide Engine
Management System business with non-GM/NAO customers provided that these
algorithms are implemented as an embedded part of a system and are not
specifically disclosed to the customer.
    
    Use of these algorithms requires prior agreement from GMPT
for any algorithms not jointly developed by GMPT and ACR. Approval for ACR use
will only be withheld in the following two cases:
 
    
    A non-disclosure agreement exists between GMPT
and a third party co-developer.
    
    If, in the future, a NAO strategic decision (that must
be confirmed by the NAO Strategy Board) is made
that identifies the subject algorithms as technologies
that are to be held in NAO as a GM strategic
competitive advantage.
 This agreement must be reviewed if the legal relationship of ACR or GMPT to General
Motors should change.
 /s/ D. L. Christeller
    
    /s/ R. B. TaylorD. L. Christeller
    
    R. B. TaylorFor AC Rochester
    
    For GM Powertrain




---



##### 



/s/ R. A. MARSHR. A. MARSHSYSTEM ARCHITECTURE STL




---



##### 



MEMORANDUM OF UNDERSTANDING
  1.
    
    Delphi-E will contribute one hundred thousand ($100,000) to the budget of the
EE Department to support algorithm development in 1996.2.
    
    The algorithms and all other information that is developed through this activity
will be made available, without restriction, to Delphi-E, Powertrain, and the GM
R&D Center. In particular, the parties hereto agree to share all information
including, but not limited to:
 a)
    
    developments in electronic circuitry and fabrication
techniques
developed by Delphi-E,b)
    
    testing results developed by Powertrain,c)
    
    developments in algorithms
 3.
    
    The work of R&D Centers Fuels and Lubricants Department and work
performed by the GM R&D Center or Powertrain relating to extended oil
intervals are explicitly excluded from this Agreement.4.
    
    Delphi, Powertrain and The EE Department agree to support this activity with
adequate resources to ensure its timely completion.5.
    
    This Project shall be deemed completed when Powertrain has complete
information on how the sensor and its circuits are made in sufficient detail so that it
may be sourced through World Wide Purchasing and Delphi, as sufficient knowledge of the
algorithms to enable it to manufacture a sensor for sale.6.
    
    The parties hereto agree that participation in this project does not constitute any
agreement, either expressed or implied, relating to future sales or purchases of OILPROBE
sensors.




---



##### 



GM NAO R&D CenterElectrical & Electronics Department
    
    
    
    PowertrainBy:
    
    /s/ [ILLEGIBLE]
    
    
    
    By:
    
    /s/ [ILLEGIBLE]Title:
    
    Dept. Head
    
    
    
    Title:
    
    Tech. DirectorDate:
    
    March 12, 1996
    
    
    
    Date:
    
    March 15, 1996Delphi-E
    
    
    
    PowertrainBy:
    
    /s/ [ILLEGIBLE]
    
    
    
    By:
    
    /s/ [ILLEGIBLE]Title:
    
    Tech Ctr. Dir. Sensors
    
    
    
    Title:
    
    Tech Dr.  Matls EnergyDate:
    
    March 20, 1996
    
    
    
    Date:
    
    March 15, 1996




---



##### 




 - GMPT
    
    $
    3.6M- Truck
    
    $
    0.5M- Mid-Lux
    
    $
    0.6M- GM Central
    
    $
    2.9M- DE
    
    $
    0
 DE Contact:
    
    Mike Creer
    
    8-341-3847GM Contact:
    
    Prakash Shrivastava
    
    8-226-2206EDS Contact:
    
    Bob Falberg
    
    8-366-9188




---



##### 




 - GM Central
    
    $
    100K- DE
    
    $
    0
 DE Contact:
    
    Mike Creer
    
    8-341-3847GM Contact:
    
    Prakash Shrivastava
    
    8-226-2206EDS Contact:
    
    Bob Falberg
    
    8-366-9188




---



##### 




    
    98R1 Software co-developed between GMPT and Delco.(GMPT/DE = 60/40) *
    
    Powertrain investment estimated ~$2.5M*
    DE Contacts:
    
    Bob Hoffman
    
    8-322-4199 *Mike Horton
    
    8-293-3218   GMPT Contact:
    
    John Givens
    
    8-341-3742




---



##### 



From:
    
    Ron W Cox/DELCODate:
    
    06/24/98 11:19:51 AMSubject:
    
    Delphi-D Intellectual Property




---



##### 



From:
    
    Ron W Cox/DELCODate:
    
    06/26/98 07:25:40 AMSubject:
    
    Delphi-D Intellectual Property
  
 (DELPHI LOGO)
    
    Thomas J Puza

06/25/98 02:20:30 PM
 
        
 (DELPHI LOGO)
    
    Ron W Cox

06/24/98 11:19:51 AM
 
 Delphi DE Confidential




---



##### 



Category:




---



##### 



(DELPHI LOGO)
    
    memo
 Date:
    
    November 11, 1996To:
    
    Lauren BowlerFrom:
    
    Linda DingerSubject:
    
    O2S Thermal Model for Use by GMPTG Premium V Product Teamc:
    
    D. Maschoff, S. Mahan, P. Peterson, A. Verma
    /s/ Linda M. Dinger

Linda M. Dinger

Chief Engineer
Exhaust Subsystems Engineering
 agreed:
    
    /s/ Samuel R. Winegarden

Samuel R. Winegarden
    
    Date:
    
    11/12/96Chief Engineer, Premium V Product TeamGM Powertrain Group




---



##### 



Schedule K
 Fuel Cell Relationship
 8/6/98 Global Fuel Cell Research, Development and
Commercialization Program
 and
 November 5,
1998 letter relating to
Fuel Cell Agreement
 (6 pages attached)




---



##### 



Arbitrated by H. J. Pearce
 GLOBAL FUEL CELL RESEARCH DEVELOPMENT AND  COMMERCIALIZATION PROGRAM
   Section 0  Preamble
  
    
    GM ownership and control of the Fuel Cell Propulsion System and related technologies.
    
    GM control of the commercialization of the Fuel Cell Propulsion System and related technologies.
    
    GM control of non-GM enablement in the Fuel Cell Propulsion System and related technologies.
    
    Maximized return for all developing parties while controlling commercialization of the Fuel Cell
Propulsion System and recognizing that GM must be able to offer the most competitive product.
    
    Maximized application of Worldwide Purchasing to the extent consistent with GM control of key
technology, the desire to minimize enablement of non-GM parties and good business sense.
 Section 1  Definitions
  
    
    Fuel Cell Propulsion System  a Fuel Cell Subsystem and Electric Drive System.
    
    Fuel Cell Subsystem  a fuel processor, stack, ancillary components, sensors and controls.
    
    Electric Drive System  a drive motor and power electronics.
    
    Enablement  the transfer of Technical Information outside of GM which is sufficient to allow a
party to develop or manufacture a key component of the Fuel Cell Propulsion System.
    
    Global Alternative Propulsion Center  an organization under the GM
Global Research and
Development umbrella, having the organizational structure included as Attachment A.
 Section 2  Implementation
  
    
    All research, development and commercialization activities, and related expenses, have been
transferred to GAPC.
    
    Initially, two Co-Directors will be responsible for the implementation of the
Program. The Co-Directors report to Peter Hanenberger, Executive Vice President, GMIO and Chairperson,
GM
Vehicle Technology Strategy Board.
    
    Delphi will be represented on the Steering Committee, with the intent to
facilitate cooperation
between the Units, until such time that Delphi is no longer partially owned by GM.
Thereafter,
Delphi will be requested to serve in an advisory role consistent with its development
partner status.




---



##### 




    
    GAPC includes Program specific administrative support functions to assure
continuity and
consistency across the Program and to maximize the effectiveness of Program
efforts.
  a)
    
    Program Managementb)
    
    Worldwide Purchasingc)
    
    Financed)
    
    Legal  Commerciale)
    
    Legal  Intellectual Propertyf)
    
    Marketing and Planningg)
    
    Administration/Personnel
 
    
    Recognizing that Delphi supported an active Fuel Cell Subsystem development program
in Rochester, NY, it is the intent to utilize the Fuel Cell Resources (people and
facilities) of this prior program so as not to disrupt activities underway. These
Delphi Fuel Cell Resources were transferred, effective November 1, 1997, to GAPC and
are under the direct management of the two Program 
Co-Directors. The Fuel Cell
Resources (people and facilities) are, and shall remain, the property of GM.
    
    The GAPC, based on discussions with the Steering Committee and the VTSB,
shall define those
components/systems for which the Worldwide Purchasing process shall apply.
    
    GM recognizes that Delphi may require technical resources and
support from GM
to competitively
manufacture components, and GM agrees to work with Delphi as a development supplier in this
regard.
 Section 3  Funding Commitment
   
    
    Will be determined by the GMPC
    
    Will recognize the goals set forth in this Policy Statement
    
    May take into account GMs actual commercialization strategy.
    
    May take into account the actual contribution by Delphi towards the realization of the Program
Purpose.
   2




---



##### 



Section 4  Technology Portfolio
  
    
    Patents and Patent Applications.
    
    Trade Secrets.
    
    Technical Information (Know-how).
    
    Copyrights (Software).
  
    
    GAPC Program generated technology.
    
    Background technology (pre-Program technology).
    
    Third Party technology.-co-developed with GM.
    
    All GAPC personnel
   
    
    Delphi generated technology which Delphi, as a supplier to GM, develops in
support of GAPC from
the date of this agreement going forward.
    
    License to GAPC Technology Portfolio which is limited to that required
to work the Delphi
generated technology.
    
    Delphi has the right to engage in any new Independent Research, Development
or Supply Projects
alone, or with non-GM parties and the technology developed in such programs is included in the
Delphi Technology Portfolio defined in this Section.
    
    All Delphi personnel
   
    
    The permitted use of technology from the respective Technology Portfolios, including:
 -
    
    Licensing of technology.-
    
    Contractual relationships with non-GM or non-Delphi parties:
 -
    
    joint engineering projects and ventures.-
    
    joint marketing projects and ventures.-
    
    sourcing of components.-
    
    sales of manufactured components.
  
    
    Will be shared within GM based on the pro rata funding allocation.
    
    Will, as determined by the GMPC, be paid in the form of either a running
royalty or a fixed, up
front charge of equivalent economic value.
 3




---



##### 



Section 5  Miscellaneous
        /s/
Harry J. Pearce
  4




---



##### 








---



##### 



Inter-Organization
 Date:
    
    November 5, 1998Subject
    
    Fuel Cell AgreementTo.
    
    J. T. Battenberg IIIFrom:
    
    H. J. Pearce
   1.
    
    A non-exclusive license to the presently-existing
GAPC technology portfolio shall be provided
to Delphi in
respect of the fuel cell subsystem (i.e., the fuel processor, suck sub-system integration
auxiliary components,
sensors and controls) consistent with Delphis research and development activities
prior to the formation of the GAPC. This license can only be utilized by Delphi to meet
GMs production requirements. Any enablement to commercialize
these sub-systems outside of GM
would require the prior consent of GM.
 2.
    
    Going forward, Delphi will have the opportunity to participate in all elements of the fuel
cell subsystem
development at GAPC. Such participation will require that GAPC provide Delphi with access to
its
development activities and that Delphi fully contribute the necessary resources and
participants to further the
development of this activity.Provided that Delphi cooperates on this basis as a preferred development partner, it is the
expectation of WWP that Delphi will be awarded a minimum of 25% of the volume for those
sub-systems and components which have been so co-developed, it is the intention of both GM and
Delphi that by having Delphi work together closely as a preferred development partner, all QSP
targets will be met or exceeded.
 3.
    
    In recognition of the unique position Delphi will enjoy as a
preferred development partner so
that it can receive
an equitable return on its prior investment in the program, GM will make its best effort to
make available
third-party technology licensed or purchased by GAPC to Delphi so
that the minimum 25% volume
commitment can be achieved. Such technology shall not be utilized to enable any entity
outside of GM without the prior consent of GM. Delphi is obligated to work closely with
GAPC to insure and third-party concerns on confidentiality,
enablement, etc., are addressed.




---



##### 



Schedule L  Licensed Software Tools
 Cal-DS
    
    Calibration Development System
This is a configuration management system for calibration data. Among its
functions are receiving a software bundle from DDE for a new version of released
software; revision control of calibration data, transferring calibration data
values from one software version to another; and releasing production calibration
data back into the Delco Electronics Corporation Software Release system for use
by Manufacturing, Assembly Plants, Service, etc.DSDS
    
    Distributed Software Development System

This is configuration management system for software development. It provides
version control of software modules; build control of software programs;
automated dependency information, etc.Modula-GM
    
    This is a custom software language developed for Delco Electronics Corporation by
Intermetrics, Inc. for development of software for embedded systems. Its use is gradually
being phased out in favor of C.CalDef
    
    This is a custom language used within a C program to define calibration
constants in a syntax which can be read by the i61gen tool.i61gen
    
    This tool reads output files from C compilers and linkers along with information
found in the CalDef portions of C programs and outputs an IEEE69S compatible
file. This generated file is then used by tools such as Cal-DS and CalTools
(owned by EDS) which are needed in the calibration development activities.CalRel
    
    This is a tool which generates a software bundle which is then input to Cal-
DS. Essentially this is the link between the software development activity and
the calibration development activity.




---



##### 



Schedule M  Infringement Suits and Claims
 (1)
    
    LucasVarity, U.S. Patent
No. 5,575,358, Brake Caliper(2)
    
    Denso, U.S. Patent Nos. 4,926,076, 4,549,103, CS130D Generator(3)
    
    Autosmart Light Switches.
Inc., U.S. Patent Nos. 5,614,788, 5,438,237, 5,185,558,
5,136,209,
4,956,562, Rainsense components(4)
    
    Matsushita Electric Industrial Co. Ltd., U.S. Patent Nos. 4,314,870, 4,312,692,
mounting
electronic components(5)
    
    RPI. Inc., U.S. Patent No. 5,773,983, Electrical Transfer Switch(6)
    
    Martell, U.S. Patent Nos. 4,949,067, 4,785,282, Caution Light System(7)
    
    Li, U.S. Patent No. 4,946,800, CMOS Submicron Process(8)
    
    Thomson Consumer Electronics
Sales GmBH, German Patent Nos. DE 3309406, DE 3432848,
3448043, European Patent Nos. EP 0294511, 0293464, 0233967, and corresponding
patents, German Trademark Registration Nos. 1143239, 1145044 and related
registrations, Vehicle Radio Data Systems(9)
    
    Saf-T-Net Co., U.S. Patent
No. 4,523,178, Vehicle Panic Alarm(10)
    
    Ergenix, Inc., trademark infringement for Delphi use of Ergenix(11)
    
    Takata Restraints Systems, U.S. Patent No. 5,110,647, Layer Molded SIR Covers(12)
    
    Gain Technologies, several U.S. Patents relating to gas assisted injection molding(13)
    
    Patent Holding Co., U.S.
Patent Nos. 5,501,485, 5,498,026, Air Bag Covers(14)
    
    Takata Restraints Systems,
U.S. Patent No. 5,060,971, Air Bag Cover Tear Seam(15)
    
    Autoliv, Patent
No. WO96/26087, Head Air Bag Assemblies(16)
    
    INA, European Patent No. 715 681, Tappet(17)
    
    Toyoda Automatic Loom Works. Ltd., Japanese Patent Nos. 2 6 11 382, 1 515 118, and
1 511 797,
Laid Open European Patent Application No. 0 713 972, Compressor (CVC)(18)
    
    Modine, U.S. Patent No. 4,887,588, European Patent No. 0219 974B1, Condenser
technology(19)
    
    Rhodia, French Patent EP 0207857, powder consisting of ceria, zirconia, and
lanthanum oxide(20)
    
    Fruedenberg, DE Patent No. 42 29 110 Cl, Solenoid Valve for Canister Purge(21)
    
    Honeywell, U.S. Patent Nos.
DES 339,995, 5,279,155, 4,914,947, 4,856,328, 4,825,693,
4,683,159, 4,651,564, 4,624,137, 4,581,928, 4,556,320, 4,501,144, 4,478,077,
4,472,239, Bidirectional Air Flow Meter(22)
    
    Clifford Electronics, U.S. Patent Nos. 5,650,774, 4,383,242, Vehicle Security Systems(23)
    
    Perfection Spring and
Stamping/Exacto, U.S. Patent No. 4,489,327, Return Spring(24)
    
    Mantuuruk, Trade Secret, cold forming of valve lifters(25)
    
    McDoueal, U.S. Patent Nos.
4,471,737, 4,718,381, 4,809,662, 4,960,093, 4.993,371, 5,029,567, 5,085,192, 5,133,322, Engine cylinder knock sensing
with window sensing including global control




---



##### 



Schedule N  Engineering Documents
 (3 pages attached)




---



##### 



DocumentType
    
    DescriptionCustomer Reqmts  Vehicle & System
    
    Characteristics of specific parts or systemsFMEA (Design & Process)Eng. Systems Source Code
    
    Product Source CodeEngineering Center Layouts
    
    FacilityEquip. Calibration (Lab)Gauge Qualification Reports (Production)
    
    Done continuousMachine Qualification Reports
    
    Done initiallyForms  Master IndexIntellectual Property InfoMeeting Minutes
    
    Any minutes responsible by eng.Design Review records
    
    Delphi PDPGate Review records
    
    Delphi PDPOrganization ChartsPPAPProceduresProcess Flow Chart
    
    Flow diagram of equipment used to
create a partProduct Test ReportsProduct Validation Plans
    
    Validation: Ensuring your product performs to
the expected requirements in the customer use
environmentProduct Validation Results
    
    Summary of the results of appropriate testing,analysis, etc.Virtual Document linking to many diff.Validation File
    
    documentsVerification: Design outputs meetDesign Verification Plan/Results
    
    specifications listed in customer req.Technical / Business ReportsPresentations Tech. and Bus.Validation Test/Software Algorithms
    
    LAB testsProduction Test/Software Algorithms
    
    Production testsWarranty Analysis ReportsProject Plans / SchedulesProject Folder (Notebook)
    
    Virtual Document of many different documentsProcess Routings
    
    Routing of material through product creationCustomer Supplied CAD DataDesign Analysis Model/Data




---



##### 



Analysis Source Code
    
    Custom codeAnalysis executables
    
    Custom executablesEBOM (a.k.a. ABL, parts list, stock lists)Equip./Tooling Design 2D CADEquip/Tooling Design Math DataProduct Design 2D CADProduct Design Math DataDesign Analysis Reports / FindingsEquip/Tooling Drawings/ImagesProduct Design Drawings/ImagesProduct Action AuthorizationEngineering Release
    
    Product ReleaseChange Authorization
    
    Product change authorization (EWO)Work Orders/Requests
    
    Financial & Work descriptionProcess Control PlansEng. Sale Samples Orders/Shipping Doc.sPurchasing Requisitions
    
    Description of what you orderedEng. Forecast (Financial, etc.)BOP (level 1,2,3)Test Incident Reports
    
    Global, issue resolution team is working on thisQuality Control Instructions (QCI)pertaining to the quality requirements related toQuality Specifications (referenced on product dwgs)
    
    end productpertaining to the build process of end productProcess Specifications
    
    includes Mixed specificationspertaining to the test requirements that partsTest Specifications (referenced on product dwgs)
    
    must meetEnd Product Material Specifications, MaterialMaterial Specifications (referenced on product dwgs)
    
    spec group is working on thisAlong with M-Specs, material description forordering, Material spec group is working onPurchase specifications
    
    thispertaining to the equipment to build parts. End-Equipment Specifications
    
    product testing equipmentTooling Specifications
    
    pertaining to the tooling to build partspertaining to the controls on equipment used toControls Specifications
    
    build partsinputs to drive outputs described inRequirements Templates
    
    cust/vehicle specifications




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##### 



Delphi PDP Documents
    
    Product Development ProcessProcess Layout
    
    Physical arrangement of equipmentPSPTSpare Parts List
    
    Spare parts related to mfg. equipmentPM Plans
    
    Preventative MaintenanceReports done comparing our product/processTechnical Benchmarking Reports
    
    to competitorsStandardsRegulatory Stds (MVSS, etc.)Common requirements far all parts supplied toCustomer
Specifications (GM, Chrysler, Ford, Opel, Toyota, .....)
    
    customerSpecifications: .(SAE, ASTM, AA, )Design StandardsLegal StandardsInternational Standards (ISO, JASCO, .....)QS-9000 StandardGP StandardsGMUTS Standards




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##### 



Exhibit 5.01(a)(xiv)
Real Estate Assignment and Assumption Agreements




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##### 



EXHIBIT 5.01(a)(xiv)
 Real Estate-Related Assignment and Assumption Agreements
 1.
    
    Assignment and Assumption between General Motors Corporation (GM) and
Delphi Automotive Systems LLC (DAS), dated December 10, 1998, with
respect to Lease between 1401 Troy Associates Limited Partnership, as Landlord,
and GM, as Tenant, dated June 1,1989, as amended, covering premises located at
1401 Crooks Road, Troy, Michigan2.
    
    Assignment and Assumption between GM and DAS, dated December 10, 1998,
with respect to Warehouse Building Lease between Opus South Corporation, as
Landlord, and GM, as Tenant, dated February 1, 1994, as amended, covering
premises located at Butterfield Trail Industrial Park, El Paso, Texas3.
    
    Assignment of Lease and Termination of Sublease Agreement between GM and
DAS, dated May 28, 1999, with respect to Sublease between GM, as Sublessor,
and DAS, as Sublessee, dated December 10, 1998 (under prime lease between
Detroit and Mackinac Railway Company, as Lessor, and GM, as Lessee, dated
June 26, 1998), covering premises located at 12501 East Grand River Avenue,
Brighton, Michigan4.
    
    Assignment and Assumption between GM and DAS, dated December 10, 1998,
with respect to Lease between John E. Benz, as Landlord, and GM, as Tenant,
dated September 28, 1998, covering premises located at 3535 Kettering
Boulevard, Moraine, Ohio5.
    
    Assignment and Assumption between GM and DAS, dated December 10, 1998,
with respect to Lease between Orix GF Warren Venture, as Landlord, and GM, as
Tenant, dated November 26, 1997, covering the Delphi Packard Electric Systems
Research Building located in Warren, Ohio6.
    
    Assignment and Assumption between GM and DAS, dated December 10, 1998,
with respect to Lease Agreement between The Industrial Development Board of
the City of Athens, as Landlord, and GM, as Tenant, dated April 1, 1975, as
amended, covering the Water Pollution Facility located in Limestone County,
Alabama7.
    
    Assignment and Assumption between GM and DAS, dated December 10, 1998,
with respect to Lease Agreement between The Industrial Development Board of
the City of Athens, as Landlord, and GM, as Tenant, dated September 1, 1977, as
amended, covering Plants 21 and 22 located at U.S. Highway 31 North,
Limestone County, Alabama




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##### 



8.
    
    Assignment and Assumption between GM and DAS, dated December 10, 1998,
with respect to Lease Agreement between The Industrial Development Board of
the City of Athens, as Landlord, and GM, as Tenant, dated May 1, 1974, as
amended (the May 1, 1974 Lease Agreement), originally covering
approximately 319.1736 acres of land and buildings constructed thereon in
Limestone County, Alabama;9.
    
    Assignment and Assumption between GM and DAS, dated February 16, 2007,
with respect to Additional Equipment Lease Agreement between The Industrial
Development Board of the City of Athens, as Landlord, and GM, as Tenant, dated
September 1,1977, covering certain items of machinery and equipment for use in
the buildings in Limestone County, Alabama leased pursuant to the May 1, 1974
Lease Agreement10.
    
    Assignment and Assumption between GM and DAS, dated December 10, 1998,
with respect to Lease between The Industrial Development Board of the City of
Athens, as Landlord, and GM, as Tenant, dated August 8, 1975, as amended,
covering approximately 22.1 acres of land in Limestone County, Alabama11.
    
    Assignment and Assumption between GM and DAS, dated December 10, 1998,
with respect to Lease Agreement between The Industrial Development Board of
the City of Athens, as Landlord, and GM, as Tenant, dated September 1,1977, as
amended, covering approximately 70,2824 acres of land and buildings
constructed thereon in Limestone County, Alabama12.
    
    Assignment and Assumption between GM and DAS, dated February 16, 2007,
with respect to Lease Agreement between The Industrial Development Board of
the City of Athens, as Landlord, and GM, as Tenant, dated December 1,1981, as
amended, covering machinery and equipment and additions to the buildings
pursuant to the May 1,1974 Lease Agreement




---



##### 



ASSIGNMENT AND ASSUMPTION
      10
 GENERAL MOTORS CORPORATION/s/
C. P. Schwartz
    
    By:
    
    /s/ John J. DuesGeneral DirectorWorld wide Real EstateDELPHI AUTOMOTIVE SYSTEMS LLC/s/ [ILLEGIBLE]
    
    By:
    

/s/
Edward J. ONeillIts:
    
    Director Real EstateEXECUTION RECOMMENDED 
WORLDWIDE REAL ESTATEBy:
    
    /s/ C. P. Schwartz




---



##### 



EXHIBIT A




---



##### 



RE:
    
    Assignment of Lease
Assignor: General Motors Corporation
Assignee: Delphi Automotive Systems LLC 
1401 Crooks Road Troy, MI.
GMC File No. REl4159
     
  /s/ Betty
Stichler
   




---



##### 



ASSIGNMENT AND ASSUMPTION
       GENERAL MOTORS CORPORATION/s/
C. P. Schwartz
    
    
    
    By:
    
    /s/ John J. Dues

JOHN J. DUES, General DirectorWorldwide Real EstateDELPHI AUTOMOTIVE SYSTEMS LLC/s/
[ILLEGIBLE]
    
    
    
    By:
    
    /s/ Edward J. ONeillIts:
    
    Director Real EstateEXECUTION RECOMMENDED 
WORLDWIDE REAL ESTATEBy:
    
    /s/ Conrod P. Schwartz




---



##### 



EXHIBIT A




---



##### 



ASSIGNMENT OF LEASE AND
TERMINATION OF SUBLEASE AGREEMENT
 th




---



##### 



GENERAL MOTORS CORPORATION, a Delaware
corporation/s/ [ILLEGIBLE]
    
    
    
    By:
    
    /s/ Conrod P. Schwartz[ILLEGIBLE]
    
    
    
    Its:
    
    DirectorDELPHI AUTOMOTIVE
SYSTEMS, L.L.C., 
a Delaware
limited liability company/s/ [ILLEGIBLE]

[ILLEGIBLE]
    
    
    
    By:
Its:
    
    /s/ Edward J. ONeill

Director, Real EstateEXECUTION RECOMMENDED 
DELPHI REAL ESTATEBy:
    
    /s/ Conrod P. Schwartz




---



##### 



CONSENT OF LESSOR
  IN THE PRESENCE OF:
    
    
    
    DETROIT & MACKINAC
RAILWAY COMPANY,

a Michigan railroad corporation/s/ Jennifer M. Johnson

JENNIFER M. JOHNSON
    
    
    
    By:
Its:
    
    /s/ [ILLEGIBLE]

VICE PRESIDENT/s/ B. Lynn Straebel

B. LYNN STRAEBEL




---



##### 



SUBLEASE
 GENERAL MOTORS CORPORATION, ELPHI
AUTOMOTIVE SYSTEMS LLC,
 W I T N E S S E T H:




---



##### 



2




---



##### 



inter alia
     3




---



##### 



IN
WITNESS WHEREOF,
 WITNESS:
    
    
    
    SUBLESSOR:GENERAL MOTORS
CORPORATION,
a Delaware corporation/s/
C. P. Schwartz

/s/ [ILLEGIBLE]
    
    
    
    By:
    
    /s/ John J. Dues

John J. Dues
General Director, Worldwide Real EstateEXECUTION RECOMMENDED 
WORLDWIDE REAL ESTATEBy:
    
    /s/ C. P. SchwartzSUBTENANT:DELPHI AUTOMOTIVE
SYSTEMS LLC,
a Delaware limited liability company/s/ [ILLEGIBLE]
    
    
    
    By:
    
    /s/ Edward  J. ONeill

Edward  J. ONeill
Director, Real Estate
 4




---



##### 



ASSIGNMENT AND ASSUMPTION
       GENERAL MOTORS CORPORATION/s/
C. P. Schwartz
    
    
    
    By:
    
    /s/ John J. Dues

JOHN J. DUES, General DirectorWorldwide Real EstateDELPHI AUTOMOTIVE SYSTEMS LLC/s/ [ILLEGIBLE]
    
    
    
    By:
Its:
    
    /s/ Edward J. ONeill

 Director Real EstateEXECUTION RECOMMENDED WORLDWIDE REAL ESTATEBy:
    
    /s/ C. P. Schwartz




---



##### 



EXHIBIT A




---



##### 



RE:
    
    Assignment of Lease
Assignor: General Motors Corporation Assignee:
Delphi Automotive Systems LLC 3535 Kettering
Moraine, Ohio GMC File No. RE 22129
     
   /s/
Betty Stichler
  Worldwide
Real Estate  485 W. Milwaukee Avenue  Detroit, Michigan
48202  (313)556-5000  Fax (313)974-7227




---



##### 








---



##### 



ASSIGNMENT AND ASSUMPTION
       GENERAL MOTORS CORPORATION/s/
C. P. Schwartz
    
    
    
    By:
    
    /s/ John J. Dues

JOHN J. DUES, General DirectorWorldwide Real EstateDELPHI AUTOMOTIVE SYSTEMS LLC/s/ [ILLEGIBLE]
    
    
    
    By:
    
    /s/ Edward J. ONeillIts:
    
    Director Real EstateEXECUTION RECOMMENDED
WORLDWIDE REAL ESTATEBy:
    
    /s/ C. P. Schwartz




---



##### 



EXHIBIT A




---



##### 



ASSIGNMENT AND ASSUMPTION
       GENERAL MOTORS CORPORATION/s/
C. P. Schwartz
    
    
    
    By:
    
    /s/ John J. Dues

JOHN J. DUES, General Director/s/ [ILLEGIBLE]
    
    
    
    
    
    Worldwide Real EstateDELPHI AUTOMOTIVE SYSTEMS LLC/s/ [ILLEGIBLE]
    
    
    
    By:
    
    /s/ Edward J. ONeillIts:
    
    Director Real Estate




---



##### 



EXHIBIT A




---



##### 



ASSIGNMENT AND ASSUMPTION
       GENERAL MOTORS CORPORATION/s/ C. P. Schwartz
    
    
    
    By:
    
    /s/ John J. Dues

JOHN J. DUES, General Director/s/ [ILLEGIBLE]
    
    
    
    
    
    Worldwide Real EstateDELPHI AUTOMOTIVE SYSTEMS LLC/s/ [ILLEGIBLE]
    
    
    
    By:
    
    /s/ Edward J. ONeillIts:
    
    Director Real Estate




---



##### 



EXHIBIT A




---



##### 



ASSIGNMENT AND ASSUMPTION
       GENERAL MOTORS CORPORATION/s/ C. P. Schwartz
    
    
    
    By:
    
    /s/ John J. Dues

JOHN J. DUES, General Director/s/ [ILLEGIBLE]
    
    
    
    
    
    Worldwide Real EstateDELPHI AUTOMOTIVE SYSTEMS LLC/s/ [ILLEGIBLE]
    
    
    
    By:
    
    /s/ Edward J. ONeillIts:
    
    Director Real Estate




---



##### 



EXHIBIT A




---



##### 



ASSIGNMENT AND ASSUMPTION
 Exhibit A
      GENERAL MOTORS CORPORATION/s/ Moya Kelly
    
    
    
    By:
    
    /s/ Debra H. HodgePrint Name:
    
    Moya Kelly
    
    
    
    Print Name:
    
    Debra H. Hodge/s/ Lisa Markham
    
    
    
    Its:
    
    Director, Worldwide Real EstatePrint Name:
    
    Lisa MarkhamDELPHI AUTOMOTIVE SYSTEMS LLC/s/ Donna Kustarz
    
    
    
    By:
    
    /s/ John A. JaffursPrint Name:
    
    Donna Kustarz
    
    
    
    Print Name:
    
    John A. Jaffurs/s/ Susan L. Bacon
    
    
    
    Its:
    
    Executive Director, Operations Support GroupPrint Name:
    
    Susan L. BaconEXECUTION RECOMMENDEDWORLDWIDE REAL ESTATEBy:
    
    /s/ C. P. Schwartz




---



##### 



EXHIBIT A




---



##### 



ASSIGNMENT AND ASSUMPTION
       GENERAL MOTORS CORPORATION/s/ C. P. Schwartz
    
    
    
    By:
    
    /s/ John J. Dues

JOHN J. DUES, General DirectorWorldwide Real EstateDELPHI AUTOMOTIVE SYSTEMS LLC/s/ [ILLEGIBLE]
    
    
    
    By:
    
    /s/ Edward J. ONeillIts:
    
    Director Real EstateEXECUTION RECOMMENDED
WORLDWIDE REAL ESTATEBy:
    
    /s/ C. P. Schwartz




---



##### 



EXHIBIT A
 th




---



##### 








---



##### 



This Lease, dated August 8, 1975, between THE INDUSTRIAL DEVELOPMENT BOARD OF THE
CITY OF ATHENS, a public corporation and instrumentality organized under the laws of the State of
Alabama, whose address is c/o Malone Steele & Alexander
Attorneys at Law, Athens, Alabama 35611,
hereinafter called the Lessor, and GENERAL MOTORS CORPORATION, a
Delaware Corporation, with its
principal office at 3044 West Grand Boulevar Detroit Michigan 48202, hereinafter called the
Lessee.
  PREMISES
    
    The Lessor hereby lets to the Lessee, and the Lessee hires from the Lessor:A tract of land lying in Limestone County, State of Alabama, in the
E1/2NW1/4 Section 33, Town 4 South, Range 4 West, on the East side of
Pryor Branch Embayment of Wheeler Lake, approximately 1 1/2 miles
North of Keller Memorial Bridge, the said tract being more
particularly described in Exhibit A attached hereto and made a part
hereof,
 USE OF PREMISES
    
    with the appurtenances to be used for providing transportation utilities, storm
water retention pond, sewer lines, railroad spur tracks and any other services required by
adjoining Industrial Plant or any type of Facility owned
by Lessor business conducted or controlled by GENERAL MOTORS CORPORATION,
for a term commencing June 1, 1975, and expiring April 30,
1994,RENT
    
    at the total yearly rent of ONE
DOLLAR ($1.00) payable in advance upon execution of
this Lease.The parties hereto covenant and agree with each other as follows:VACATION OF 
PEMISES
    
    FIRST: The Lessee shall pay the rent at the times and in the manner
aforesaid and at the expiration of the term will remove its goods and effects and will
peaceably yield up to the Lessor said premises in as good order and condition as when
delivered to it, ordinary wear and tear, damage by fire, the elements and casualty excepted
as well as damage due to any cause or happening not occasioned by the act or negligence of
the Lessee.EASEMENTS
    
    SECOND: That the enjoyment and use of all entrances, exits, approaches and means of
entrance and approach and of light and air now existing in favor of the demised premises
shall not be interfered with or interrupted by any act or assent of the Lessor
during the term of this Lease.ASSIGNMENT
    
    THIRD: That the Lessee will not assign this Lease without the written consent of the
Lessor, except such assignment be to a corporation then owned or controlled by the Lessee
or by GENERAL MOTORS CORPORATION. The Lessor agrees that such consent will not be
unreasonably withheld




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##### 



NEGATIVE COVENANTS
    
    FOURTH: That the Lessee will not consent to any unlawful
use of the demised premises.COVENANTS OF
LESSOR
    
    FIFTH: That the Lessor covenants and agrees that the possession
of the demised premises will be delivered to the Lessee on the commencement of the term of
this Lease in as good condition as the same now are, free from all tenancies and occupancies,
and free from all orders and notices and violations filed or entered by any public or
quasi-public authority, and free from complaints and/or reports of violations, noted or
existing in or filed with any Federal, State, County, Municipal, Borough, and/or any other
local authority.[SIXTH: OMITTED][ILLEGIBLE]
    
    SEVENTH: In the event of the enactment or existence of any law,
ordinance, rule, ruling or regulation prohibiting the use of said premises for any one or more
of the purposes for which they are hereby demised, then in that event at the option of the
Lessee, this Lease shall terminate and all liability hereunder shall cease from and after the date
such prohibition becomes effective, and any unearned rent paid in advance by the Lessee shall be
refunded to it.[ILLEGIBLE][ILLEGIBLE]
    
    EIGHTH: That if the Lessee shall neglect or fail to perform or
observe any of the covenants contained herein on its part to be observed and performed for
thirty (30) days after written notice by the Lessor, or if the Lessee shall be adjudicated
bankrupt or insolvent according to law, or shall make an assignment for the benefit of
creditors, then and in any of said cases the Lessor may lawfully enter into and upon the said
premises or any part thereof in the name of the whole, and repossess the same as of the
former estate of the Lessor and expel the Lessee and those claiming under and through it and
remove its effects (forcibly if necessary), without being deemed guilty of any manner of
trespass, and without prejudice to any remedies which might otherwise be used for arrears of
rent or preceding breach of covenant and upon entry as aforesaid this Lease shall terminate
and the Lessee covenants that in case of such termination it will indemnify the Lessor
against all unavoidable loss of rent which the Lessor may incur by reason of such termination
during the residue of the term above specified.[ILLEGIBLE]
    
    NINTH: That notwithstanding any provision of law or any judicial decision to the
contrary, (a) no notice shall be required to terminate the term of
this Lease on the date
herein specified and the term hereof shall expire on the date herein mentioned without notice
being required from either party; (b) in the event that the
Lessee, any assignee or sublessee remains
beyond the expiration date of the term herein, it is the intention of the parties and it is
hereby agreed that a tenancy from month to month shall arise.[ILLEGIBLE]
    

TENTH:
Lessor herein represent that if is the* of the premises hereby leased
and hereby covenants that Lessee on paying the rent and performing all and singular the
covenants and conditions of this Lease on its part to be performed, shall and may peaceably
and quietly have, hold and enjoy the demised premises for the term aforesaid, and for the
term of any renewal or renewals hereof, free from molestation, eviction or destruction by the
Lessor, or by any other person or persons lawfully claiming the same, and that the Lessor has
good right to make this Lease for the full term hereby granted, including the period for
which the Lessee has the right to effect a renewal hereof. Should Lessee be dispossessed from
the premises by reason of a superior title, the payment of rent shall cease from and after
the date of such dispossession and all rent that may have been prepaid for any period of time
Lessee is deprived of its peaceful possession by reason of said dispossession, shall be
returned to Lessee forthwith, but the Lessor shall not thereby be relieved of liability to
the Lessee for damages sustained by Lessee due to such dispossession. Lessor further agrees
that in the event the premises are sold during the term of this Lease or any extension
thereof, a certified copy of the Deed of Conveyance or an executed copy of the Assignment of
this Lease shall be furnished to Lessee, it being understood that the consideration for such
conveyance may be deleted from such instruments.[ILLEGIBLE]
    
    ELEVENTH: That the Lessee may at its option, obtain an extension of the term of this Lease, for a further term of
twenty (20) years so as to expire April 30, 2014, and upon like terms and conditions by giving to the Lessor
written notice of its intention to extend on or before
January 31, 1994.[TWELFTH: OMITTED]
 
 *
    
    Grantee in an Easement granted to it by the Tennessee Valley Authority by instrument dated May
5, 1975, and recorded in Volume 690, Page 698, Limestone Country Records




---



##### 



IMPROVEMENTS
    
    THIRTEENTH: That it is understood that the demised premises consist of
unimproved real estate only and  that any improvements or buildings placed or constructed
upon said premises by the Lessee shall be and remain personal property and at all times
belong to the said Lessee and at the expiration of the term of this Lease, or any renewal
thereof, the Lessee may remove any such improvements, but Lessee shall repair any damage
caused by such removal.SIGNS
    
    FOURTEENTH: That the Lessee shall have the right to install or place signs or posters anywhere on or about the demised premises and upon removal of said signs and posters at the
termination of this Lease shall repair any damage caused by such installation and removal.CONDEMNATION
    

FIFTEENTH: That in the event that the premises or any part thereof are taken or
condemned for a temporary or permanent public or quasi-public use, Lessee may at its option
terminate this Lease and in such event any unearned rent paid in advance shall be returned to
Lessee, but nothing herein contained shall prevent Lessee from recovering from the condemning
authority any damages sustained by Lessee due to such taking.WAIVER
OF 
SUBROGATION
    

SIXTEENTH:
The Lessor and the Lessee waive all rights, each
against the other, for damages caused by fire or other perils covered by insurance where such
damages are sustained in connection with the occupancy of the leased premises.NOTICES
    

SEVENTEENTH: That all notices to be given hereunder by either party shall be in writing and
given by personal delivery to the Lessor or to one of the executive officers of the Lessee or
shall be sent by registered mail addressed to the party intended to be notified at the post
office address of such party last known to the party giving such notice and notice given as
aforesaid shall be a sufficient service thereof, and shall be deemed given as of the date when
deposited in any post office, or in any post office box regularly maintained by the Federal
Government. Provided, however, that it is mutually agreed that the Lessee appoints the President,
the Executive Vice Presidents and the Vice ** of Argonaut Realty Division. General Motors
Corporation, Argonaut Building, 485 West Milwaukee Avenue Detroit,
Michigan 48202, as its
agents, and that any one of them may give all notices and receive all notices to be given
hereunder, and may pay the rent, and notices shall be sent to any one of said agents and not
otherwise. The right is hereby reserved by the Lessee to countermand such appointments and
make others consistent herewith, due notice of which shall be given by the Lessee to the
Lessor.**     President in Charge of Real Estate, General Motors Corporation, and the DirectorEIGHTEENTH: It is understood by the parties that the premise hereby leased are
being used in conjunction with a plant facility adjacent to the described premises.
In the event the Lease covering the premises adjacent to the property herein
described, which is dated May 1, 1974, and between the parties
hereto, shall be
terminated, Lessee shall have the right and option to terminate this Lease or any
renewals hereof upon thirty (30) days prior written notice.The use of the premises described herein is subject to the
terms, conditions and covenants contained in the aforementioned Easement granted to Lessor
by the Tennessee Valley Authority.NINETEENTH: At the election of Lessee, and upon written request of Lessee at
any time, Lessor shall convey its aforesaid Easement rights to Lessee for the full
consideration of ONE DOLLAR ($1.00) and in such event this Lease would automatically
be terminated without further writing or action by either party.




---



##### 



In the presence of:
    
    
    
    THE INDUSTRIAL DEVELOPMENT BOARD
OF THE CITY OF ATHENS/s/ [ILLEGIBLE]
    
    
    
    By:
    
    /s/ [ILLEGIBLE]

CHAIRMAN/s/ [ILLEGIBLE]
    
    
    
    ATTEST
    
    /s/ [ILLEGIBLE]SECRETARYIn the presence of:
    
    
    
    GENERAL MOTORS CORPORATION/s/ Betty M. North

Betty M. North
    
    
    
    By:
    
    /s/ R. L. Kessler

R. L. KesslerVice President/s/ Carmen F. Paniccia

Carmen F. Paniccia
    
    
    
    ATTEST
    
    /s/ A. T. Hastings

A. T. HastingsAssistant SecretaryBy:
    
    /s/ [ILLEGIBLE]




---



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---



##### 








---



##### 



GENERAL MOTORS CORPORATIONBy:
    
    /s/ W. J. OKeefe
 RECEIPT AND ACCEPTANCE ACKNOWLEDGEDTHE INDUSTRIAL DEVELOPMENT BOARD 
OF THE CITY OF ATHENSBy:
    
    /s/ [ILLEGIBLE][ILLEGIBLE]DATE
    
    1/6/94By:
    
    /s/ [ILLEGIBLE]




---



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---



##### 



ASSIGNMENT AND ASSUMPTION
      Dated: December 10, 1998
    
    
    
    GENERAL MOTORS CORPORATION/s/ C. P. Schwartz
    
    
    
    By:
    
    /s/ John J. Dues

JOHN J. DUES, General Director

Worldwide Real Estate/s/ [ILLEGIBLE]DELPHI AUTOMOTIVE SYSTEMS LLC/s/ [ILLEGIBLE]
    
    
    
    By:
    
    /s/ [ILLEGIBLE]Its:
    
    Director Real Estate






---



##### 



EXHIBIT
A




---



##### 



ASSIGNMENT AND ASSUMPTION
 Exhibit A
      GENERAL MOTORS CORPORATION/s/ Moya Kelly
    
    
    
    By:
    
    /s/ Debra H. HodgePrint Name:
    
    Moya Kelly
    
    
    
    Print Name:
    
    Debra H. Hodge/s/ Lisa Markham
    
    
    
    Its:
    
    Director, Worldwide Real EstatePrint Name:
    
    Lisa MarkhamDELPHI AUTOMOTIVE SYSTEMS LLC/s/ Donna Kustarz
    
    
    
    By:
    
    /s/ John A. JaffursPrint Name:
    
    Donna Kustarz
    
    
    
    Print Name:
    
    John A. Jaffurs/s/ Susan L. Bacon
    
    
    
    Its:
    
    Executive Director Operations Support GroupPrint Name:
    
    Susan L. Bacon




---



##### 



EXHIBIT A




---



##### 



Exhibit 5.01(b)(i)
 UAW  GM  Delphi Memorandum of Understanding
 Regarding Benefit Plan Treatment between UAW, GM, and Delphi Automotive Systems Corporation (n/k/a
Delphi), dated September 30, 1999




---



##### 



UAW-GM-DELPHI MEMORANDUM OF UNDERSTANDING
BENEFIT PLAN TREATMENT
        - 1 -




---



##### 



DELPHI PENSION PLAN INCLUDING MOVEMENT TO GM AFTER MAY 28, 1999
    - 2 -




---



##### 



- 3 -




---



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- 4 -




---



##### 



GM PENSION PLAN INCLUDING MOVEMENT FROM DELPHI AFTER MAY 28, 1999
      - 5 -




---



##### 



- 6 -




---



##### 



DELPHI PENSION PLAN-MOVEMENT TO DELPHI AFTER MAY 28, 1999
    - 7 -




---



##### 



- 8 -




---



##### 



GM PENSION PLAN-MOVEMENT TO DELPHI AFTER MAY 28, 1999
    - 9 -




---



##### 



- 10 -




---



##### 



- 11 -




---



##### 



- 12 -




---



##### 



- 13 -




---



##### 



- 14 -




---



##### 



Executed by the duly authorized representatives of the parties this 30th day
of September, 1999.
 INTERNATIONAL
UNION, UAW
    
    
    
    GENERAL MOTORS CORPORATION/s/ Richard Shoemaker
    
    
    
    /s/ R. J. OBrien/s/ Jim Beardsly
    
    
    
    /s/ [ILLEGIBLE]/s/ Jon Richards
    
    
    
    /s/ [ILLEGIBLE]
 DELPHI AUTOMOTIVE SYSTEMS/s/ S. L. Gebbia/s/ [ILLEGIBLE]/s/ [ILLEGIBLE]
 - 15 -




---



##### 



ATTACHMENT A
 DELPHI DIVESTED UNITS
 
    
    American Axle
 -
    
    Delphi Steering-Buffalo-
    
    Delphi Steering-Detroit Forge-
    
    Delphi Steering-Detroit Gear & Axle-
    
    Delphi Steering-Tonawanda Forge-
    
    Delphi Steering-Three Rivers
 
    
    Delco Remy America
 -
    
    Delphi Energy & Engine-Anderson-
    
    Delphi Energy & Engine-Meridian
 
    
    Magnaquench
 -
    
    Delphi Energy & Engine-Anderson
 
    
    Peregrine
 -
    
    Delphi Interior-Coldwater Road-
    
    Delphi Interior-Livonia
 
    
    Guide Lighting
 -
    
    Delphi Interior-Monroe-
    
    Delphi Interior-Anderson
 
    
    Lear Seating
 -
    
    Delphi Interior-Monroe-
    
    Delphi Interior-Anderson
 
    
    Chasco Systems
 -
    
    Delphi Chassis Systems-Livonia (Coil Springs)




---



##### 



Amendment to UAW-GM-Delphi Memorandum
of Understanding Benefit Plan Treatment
      1.
    
    Flowback treatment under the MOU shall apply to Covered Employees.2.
    
    The requirement that an employee have unbroken seniority at GM
immediately prior to May 28,1999 shall not apply to Covered Employees.3.
    
    In the event GM or Delphi agree to make lump-sum payments to retirees and
Covered Employees are included in the group of retirees eligible for such lump sums, the lump
sum payable by each company will be pro-rated based on the credited service at the
paying company divided by total credited service at both GM and Delphi in accordance
with the terms of the MOU.
 th
 INTERNATIONAL UNION, UAW
    
    
    
    GENERAL MOTORS CORPORATION/s/ Richard Shoemaker
    
    
    
    /s/ Deana MungerDELPHI CORPORATION/s/ Ralph E. Hundley




---



##### 



Exhibit 5.01 (b)(ii)  Letter agreement dated March 4, 1999 between Delphi and GM
concerning certain asbestos liability, as supplemented by letter agreement
dated May 10, 1999 between Delphi and GM




---



##### 



memo
    
    Privileged and ConfidentialAttorney Work Product
 Date:
    
    March 4, 1999To:
    
    Louis H. Lindeman, Jr.From:
    
    Joseph E. PapelianSubject:
    
    Asbestos Brake Padsc
    
    Warren G. AndersenJohn G. BlahnikGraham M. RickardLogan G. Robinson
     th
 /s/
Louis H. Lindeman, Jr.




---



##### 



memoPrivileged and Confidential
Attorney Work Product
 Date:
    
    May 10, 1999To:
    
    Louis H. Lindeman, Jr.From:
    
    Joseph E. PapelianSubject:
    
    Asbestos Brakesc
    
    Warren G. AndersenJohn G. BlahnikGraham M. RickardLogan G. Robinson
 th
 th
   
    
    GM would retain responsibility for all existing and future claims for asbestos brake pads
manufactured by Delphi before January 1, 1999, including those sold to non-GM
entities;




---



##### 




    
    GM would retain responsibility for all existing and future claims for asbestos pads and
linings manufactured by Delphi and sold to GM, regardless of when
they were manufactured;
and
    
    Delphi would accept responsibility for asbestos pads and linings manufactured after December
31, 1998 and sold to customers other than GM.
   th
 /s/
Louis H. Lindeman, Jr.
 Page 2




---



##### 



DELPHI CHASGIG BRACK APPLICTION TYPE CHART




---



##### 



Exhibit 5.01(b)(iii)  Investment Tax Credit Transfer Agreement, dated December 8, 2000, between Delphi
Automotive Systems Corporation (n/k/a Delphi) and GM




---



##### 



INVESTMENT TAX CREDIT TRANSFER AGREEMENT
  RECITALS
           1




---



##### 



a.
    
    Where a credit is allowed to Delphi pursuant to
Section 210 (12)(g)(11) of the Tax
Law, Delphi shall pay to GM forty percent (40%) of the amount of such credit
applied by Delphi in accordance with the provisions of
Section 210 (12)(g)(11)(H) of
the Tax Law;b.
    
    Delphi shall pay to GM forty percent (40%) of the amount of unused credit used to
offset, reduce or eliminate any New York tax, expense, fee, or any
other amount due by Delphi, except as discussed in subsection a above.c.
    
    Delphi shall make available to GM all records necessary to permit a review of the
compliance with the provisions of this Section 5.
  a.
    
    Delphi shall conduct such audits of the unused credits in good faith, and any audits,
assessments, agreements, settlements and related documents that affect the amount of
the payment to be paid to GM thereto are subject to review by GM prior to their
acceptance by Delphi.b.
    
    In the event that outside legal or other professional expenses are incurred by Delphi
to
defend the amount or availability of the unused credit, GM shall reimburse Delphi for
forty percent (40%) of such expenses. Delphi shall be reimbursed by GM after
Delphi presents to GM a demand for such reimbursement supported by copies of such
invoices setting forth the detail of the expense.c.
    
    In the event that any audits, assessments, agreements or settlements result in a
reduction of the unused credit that has become final, and to the extent that any related
amount has been previously paid to GM, GM shall reimburse Delphi for forty percent
(40%) of such reduction paid to the State of New York after being presented with a
demand for such reimbursement, such demand attaching copies and setting forth the
detail of the reduction.
  2




---



##### 



a.
    
    All payments required by this Agreement shall be made by (i) wire transfer to the
appropriate bank account as may from time to time be designated by the parties for
such purpose; provided, that on the date of such wire transfer notice of the transfer
is
given to the recipient thereof in accordance with Section 9 hereof, or (ii) any other
method agreed to by the parties. All payments due under this Agreement shall be
deemed to be paid when available funds are actually received by the payee.b.
    
    Delphi shall make the payments provided for in Section 5
not later than 30 days following:
 I.
    
    the application of the credit as provided in Section 5(a) of this Agreement
and if such application is a refund then Delphi will pay GM when it receives the refund from the State of New York, orII.
    
    the filing of a return or report which utilizes the unused credit to offset,
reduce or eliminate any New York tax, expense or fee, as provided in Section 5(b) of this Agreement.
 c.
    
    Payments due shall not be reduced or subjected to setoff by Delphi for any reason
whatsoever.Section 9.a.
    
    Notices, requests, permissions, waivers, and other communications hereunder shall be in
writing and shall be deemed to have been duly given upon (a) a transmitters confirmation of a
receipt of a facsimile transmission (but only if followed by confirmed delivery of a standard
overnight courier the following Business Day or if delivered by hand the following Business
Day), or (b) confirmed delivery of a standard overnight courier if delivered by hand, to the
parties at the following addresses (or at such other addresses for a party as shall be
specified by like notice):
  General Motors Corporation300 Renaissance CenterMC 482-C15-C66Detroit, Michigan 48265-3000Attention: Harry BrinsdenTelecopy No.: (313) 665-4123
 3




---



##### 



Delphi Automotive SystemsP. O. Box 5086MC 480-414-410Troy, Michigan 48007-5086Attention: Denise C. OlbrechtTelecopy No.: (248) 267-5771
         4




---



##### 



GENERAL MOTORS CORPORATIONBy:
    
    /s/ Roger D. WheelerTitle:
    
    CHIEF TAX OFFICERDELPHI AUTOMOTIVE SYSTEMS CORPORATIONBy:
    
    /s/ James P. WhitsonTitle:
    
    CHIEF TAX OFFICER
 5




---



##### 



1986
    
    1987
    
    1988
    
    1989
    
    1990
    
    1991
    
    1992
    
    1993
    
    1994
    
    1995
    
    1996
    
    1997
    
    1998
    
    TotalsCarryforward
From Prior Years
    
    
    292,035
    
    
    
    23,303,542
    
    
    
    38,371,996
    
    
    
    33,289,132
    
    
    
    37,313,392
    
    
    
    45,280,701
    
    
    
    50,098,617
    
    
    
    52,468,246
    
    
    
    56,099,566
    
    
    
    58,416,336
    
    
    
    61,969,482
    
    
    
    64,913,219
    
    
    
    68,606,281Current Year ITC
    
    
    29,068,818
    
    
    
    15,966,165
    
    
    
    5,664,672
    
    
    
    4,896,148
    
    
    
    8,518,576
    
    
    
    5,420,186
    
    
    
    2,972,570
    
    
    
    4,362,485
    
    
    
    4,212,606
    
    
    
    3,891,991
    
    
    
    3,394,530
    
    
    
    3,763,992
    
    
    
    13,118,625
    
    
    
    105,251,364Current Year Recapture Of ITC
    
    
    (750,413
    )
    
    
    (451,638
    )
    
    
    (464,067
    )
    
    
    (1,345,689
    )
    
    
    (54,187
    )
    
    
    (32,833
    )
    
    
    (46,207
    )
    
    
    (577,203
    )
    
    
    (1,453,494
    )
    
    
    (34,256
    )
    
    
    (197,185
    )
    
    
    (55,139
    )
    
    
    (124,120
    )
    
    
    (4,586,431
    )Total Carryforward Plus Current Year
    
    
    28,610,440
    
    
    
    38,818,069
    
    
    
    43,572,601
    
    
    
    37,839,591
    
    
    
    5,777,781
    
    
    
    50,668,054
    
    
    
    53,024,980
    
    
    
    56,253,528
    
    
    
    58,858,678
    
    
    
    62,274,071
    
    
    
    65,166,827
    
    
    
    68,622,072
    
    
    
    81,600,788ITC Used In Current Year
    
    
    (5,306,898
    )
    
    
    (446,073
    )
    
    
    (10,283,469
    )
    
    
    (526,199
    )
    
    
    (497,080
    )
    
    
    (569,437
    )
    
    
    (556,734
    )
    
    
    (153,962
    )
    
    
    (442,342
    )
    
    
    (304,589
    )
    
    
    (253,608
    )
    
    
    (15,791
    )
    
    
    (16,873
    )
    
    
    (19,373,055
    )Carryforward To Future Years
    
    
    23,303,542
    
    
    
    38,371,996
    
    
    
    33,289,132
    
    
    
    37,313,392
    
    
    
    45,280,701
    
    
    
    50,098,617
    
    
    
    52,468,246
    
    
    
    56,099,566
    
    
    
    58,416,336
    
    
    
    61,969,482
    
    
    
    64,913,219
    
    
    
    68,606,281
    
    
    
    81,583,913
  1986
    
    1987
    
    1988
    
    1989
    
    1990
    
    1991
    
    1992
    
    1993
    
    1994
    
    1995
    
    1996
    
    1997
    
    1998
    
    TotalsCarryforward From Prior Years
    
    
    0
    
    
    
    6,401,684
    
    
    
    19,360,722
    
    
    
    19,506,575
    
    
    
    21,633,295
    
    
    
    24,306,274
    
    
    
    27,972,136
    
    
    
    30,504,024
    
    
    
    33,604,276
    
    
    
    35,902,755
    
    
    
    37,991,606
    
    
    
    39,814,750
    
    
    
    41,829,516Current Year ITC
    
    
    8,624,491
    
    
    
    13,796,106
    
    
    
    3,826,240
    
    
    
    2,593,504
    
    
    
    2,944,132
    
    
    
    3,959,122
    
    
    
    2,880,645
    
    
    
    3,625,104
    
    
    
    3,707,645
    
    
    
    2,197,640
    
    
    
    2,014,648
    
    
    
    2,049,426
    
    
    
    2,011,664
    
    
    
    54,230,367Current Year Recapture Of ITC
    
    
    (222,642
    )
    
    
    (390,253
    )
    
    
    (313,457
    )
    
    
    (183,112
    )
    
    
    (18,728
    )
    
    
    (23,983
    )
    
    
    (44,778
    )
    
    
    (479,640
    )
    
    
    (1,279,265
    )
    
    
    (19,343
    )
    
    
    (117,029
    )
    
    
    (30,022
    )
    
    
    (19,033
    )
    
    
    (3,141,285
    )Total Carryforward Plus Current Year
    
    
    8,401,849
    
    
    
    19,807,537
    
    
    
    22,873,505
    
    
    
    21,916,967
    
    
    
    24,558,699
    
    
    
    28,241,413
    
    
    
    30,808,003
    
    
    
    33,649,489
    
    
    
    36,032,655
    
    
    
    38,081,053
    
    
    
    39,889,225
    
    
    
    41,834,153
    
    
    
    43,822,147ITC Used In
Current Year
    
    
    (1,558,444
    )
    
    
    (130,995
    )
    
    
    (3,019,882
    )
    
    
    (154,526
    )
    
    
    (145,974
    )
    
    
    (167,223
    )
    
    
    (163,493
    )
    
    
    (45,213
    )
    
    
    (129,900
    )
    
    
    (89,447
    )
    
    
    (74,475
    )
    
    
    (4,637
    )
    
    
    (4,955
    )
    
    
    (5,689,164
    )Adjusted Amount
    
    
    6,843,405
    
    
    
    19,676,542
    
    
    
    19,853,623
    
    
    
    21,762,441
    
    
    
    24,412,725
    
    
    
    28,074,190
    
    
    
    30,644,510
    
    
    
    33,604,276
    
    
    
    35,902,755
    
    
    
    37,991,606
    
    
    
    39,814,750
    
    
    
    41,829,516
    
    
    
    43,817,192% Disallowed Per NY Audit
    
    
    5.1217
    %
    
    
    2.2892
    %
    
    
    9.0702
    %
    
    
    4.9796
    %
    
    
    3.6157
    %
    
    
    2.5777
    %
    
    
    4.8769
    %Amount Disallowed
    
    
    (441,721
    )
    
    
    (315,820
    )
    
    
    (347,048
    )
    
    
    (129,146
    )
    
    
    (106,451
    )
    
    
    (102,054
    )
    
    
    (140,486
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,582,726
    )Carryforward
To Future Years
    
    
    6,401,684
    
    
    
    19,360,722
    
    
    
    19,506,575
    
    
    
    21,633,295
    
    
    
    24,306,274
    
    
    
    27,972,136
    
    
    
    30,504,024
    
    
    
    33,604,276
    
    
    
    35,902,755
    
    
    
    37,991,606
    
    
    
    39,814,750
    
    
    
    41,829,516
    
    
    
    43,817,192
    
    
    
    43,817,192




---



##### 



/s/     ROGER D. WHEELER

On behalf of General Motors CorporationROGER D. WHEELERCHIEF TAX OFFICER

Name & Title
    
    12/8/2000

Date
   James P. Whiston

On behalf of Delphi Automotive Systems CorporationJames P. WhitsonChief Tax Officer

Name & Title
    
    12/11/2000

Date




---



##### 



CONFIDENTIALITY AGREEMENT
  RECITALS
       GENERAL MOTORS CORPORATIONBy: 
Title:
    
    /s/ Michael A. Mack

General Director  State and Local Taxes
and Global Customs ActivitiesDELPHI AUTOMOTIVE SYSTEMS CORPORATIONBy: 
Title:
    
    /s/ Richard J. Zablocki

Director of Tax Administration




---



##### 



Delphi Corporation (t/k/a Delphi Automotive Systems Corporation)
Tax Year: 01/01/02  12/31/02
 Form CT-46  Claim for Investment Tax Credit
 Investment Tax Credit Carryforward
 The taxpayer. Delphi Automotive Systems Corporation (DASC) was spun-off
from General Motors Corporation (GMC) on May 28, 1999. Pursuant
to Tax law Section 210.12(g)(11)(B), on December 8, 2000. DASC and GMC
entered into an election whereby the amount of any unused
Investment Tax Credits relating to DASC New York State investments prior
to the spin-off date are to be treated as a credit of DASC which will be
carried forward by the taxpayer. The joint election that was entered into
by DASC and GMC (copy attached), was filed with each partys respective
New York State franchise tax return for the tax year ended December
31, 1999, as required by tax Law Section 210.12(g)(11)(B). The following
Tax Law Section specifies the manner in which the unused credits are to be treated in years
subsequent to the spin-off of the taxpayer from GMC.
 Tax
Law section 210.12(g)(11)(h) specifies that:
 Where a
credit is allowed to a taxpayer pursuant to this subparagraph, the taxpayer may treat the
amount of such credit as an overpayment of tax to be credited or refunded in accordance with
the provisions of section ten hundred
eighty-six of this chapter, provided, however, the provisions of subsection (c) of section ten
hundred eighty-eight of
this chapter notwithstanding, no interest shall be paid thereon. Such
credit shall be allowed
against the tax imposed by
this article with respect to the second succeeding taxable year next
following the transaction year, provided
that not more than one-fourth of the amount of such credit may be applied by the taxpayer, whether to reduce
tax otherwise
due or to be treated as an overpayment to be credited or refunded, with respect to such second
succeeding taxable
year and each of the next three taxable years following such second succeeding taxable year.
 The unused Investment Tax Credit transferred from General Motors Corporation to DASC on May
28, 1999. DASCs first taxable year after the
transaction year was May 29, 1999 through December 31, 1999. Therefore, the second succeeding taxable
year following the transaction year is
the tax year January 1, 2000 through December 31, 2000. The
total unused credits as of May 28, 1999
were $43,817,192. The following schedule
outlines the availability of one-fourth of the amount of total credits
to be applied in the second succeeding taxable year and each of the next three
taxable years following the second succeeding taxable year. The
taxpayer with claim a refund of the
allowable amount of credits on Form CT-46
(Claim for Investment Tax Credit).
 Amount
of Unused Investment Tax Credit Available for Tax Year 20002003:
 Total Future AmontsAllowable
    
    Available forTax Year
    
    Refund
    

Credit Refund2000
    
    10,954,2982001
    
    10,954,2982002
    
    10,954,2982003
    
    10,954,298
    
    10,954,29843,817,192
    
    10,954,298
 Detail
of Available Unused Investment Tax Credit
 1986
    
    1987
    
    1988
    
    1989
    
    1990
    
    1991
    
    1992
    
    1993
    
    1994Carryforward
From Prior Years
    
    
    0
    
    
    
    6,401,684
    
    
    
    19,360,722
    
    
    
    19,506,575
    
    
    
    21,633,295
    
    
    
    24,306,274
    
    
    
    27,972,136
    
    
    
    30,504,024
    
    
    
    33,604,276Current Year ITC
    
    
    8,624,491
    
    
    
    13,796,108
    
    
    
    3,826,240
    
    
    
    2,593,504
    
    
    
    2,944,132
    
    
    
    3,959,122
    
    
    
    2,880,645
    
    
    
    3,625,104
    
    
    
    3,707,645Current Year
Recapture of ITC
    
    
    (222,642
    )
    
    
    (390,253
    )
    
    
    (313,457
    )
    
    
    (183,112
    )
    
    
    (18,728
    )
    
    
    (23,983
    )
    
    
    (44,778
    )
    
    
    (479,640
    )
    
    
    (1,279,265
    )Total Carryforward Plus Current Year
    
    
    8,401,849
    
    
    
    19,807,537
    
    
    
    22,873,505
    
    
    
    21,916,967
    
    
    
    24,558,699
    
    
    
    28,241,413
    
    
    
    30,808,003
    
    
    
    33,649,489
    
    
    
    36,032,655ITC Used in Current Year
    
    
    (1,558,444
    )
    
    
    (130,995
    )
    
    
    (3,019,882
    )
    
    
    (154,526
    )
    
    
    (145,974
    )
    
    
    (167,223
    )
    
    
    (163,493
    )
    
    
    (45,213
    )
    
    
    (129,900
    )Adjusted Amount
    
    
    6,843,405
    
    
    
    19,676,542
    
    
    
    19,853,623
    
    
    
    21,762,441
    
    
    
    24,412,725
    
    
    
    28,074,190
    
    
    
    30,644,510
    
    
    
    33,604,276
    
    
    
    35,902,755% Disallowed Per NY Audit
    
    
    5.1217
    %
    
    
    2.2892
    %
    
    
    9.0702
    %
    
    
    4.9796
    %
    
    
    3.6157
    %
    
    
    2.5777
    %
    
    
    4.8769
    %Amount Disallowed
    
    
    (441,721
    )
    
    
    (315,820
    )
    
    
    (347,048
    )
    
    
    (129,146
    )
    
    
    (106,451
    )
    
    
    (102,054
    )
    
    
    (140,486
    )Carryforward
To Future Years
    
    
    6,401,684
    
    
    
    19,360,722
    
    
    
    19,506,575
    
    
    
    21,633,295
    
    
    
    24,306,274
    
    
    
    27,972,136
    
    
    
    30,504,024
    
    
    
    33,604,276
    
    
    
    35,902,755
 1995
    
    1996
    
    1997
    
    1998
    
    TotalsCarryforward From Prior Years
    
    
    35,902,755
    
    
    
    37,991,606
    
    
    
    39,814,750
    
    
    
    41,829,516Current Year ITC
    
    
    2,197,640
    
    
    
    2,014,648
    
    
    
    2,049,426
    
    
    
    2,011,664
    
    
    
    54,230,367Current Year Recapture Of ITC
    
    
    (19,343
    )
    
    
    (117,029
    )
    
    
    (30,022
    )
    
    
    (19,033
    )
    
    
    (3,141,285
    )Total Carryforward plus Current Year
    
    
    38,081,053
    
    
    
    39,889,225
    
    
    
    41,834,153
    
    
    
    43,822,147ITC Used In Current Year
    
    
    (89,447
    )
    
    
    (74,475
    )
    
    
    (4,637
    )
    
    
    (4,955
    )
    
    
    (5,689,164
    )Adjusted Amount
    
    
    37,991,606
    
    
    
    39,814,750
    
    
    
    41,829,516
    
    
    
    43,817,192% Disallowed Per NY AuditAmount Disallowed
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,582,726
    )Carryforward
To Future Years
    
    
    37,991,606
    
    
    
    39,814,750
    
    
    
    41,829,516
    
    
    
    43,817,192
    
    
    
    43,817,192




---



##### 



Exhibit 5.01 (b)(iv)
 Management Services Agreement, dated September 19, 2002, as amended, among Delphi
Corporation and General Motors Management Corporation, Delphi Mechatronic Systems,
Inc., Packard-Hughes Interconnect Company and Manufacturing




---



##### 



MANAGEMENT SERVICES AGREEMENT
  RECITALS




---



##### 



2




---



##### 



TERMS
  Section 1. Plans Covered.
  Section 2. Retention.
  Section 3. GMIMCo Duties Regarding the U.S. Plans.
 provided,
however,
 (i)
    
    Selection, hiring, monitoring, evaluation and termination of investment managers. In
this regard, GMIMCo has the power to appoint investment managers (as defined in ERISA § 3(38))
and is authorized to establish investment guidelines for the investment managers appointed by
it, and to negotiate and enter into investment management agreements with respect to the
assets of the U.S. Plans with such investment managers.(ii)
    
    Allocation of assets among investment managers and strategies.(iii)
    
    Management of portfolio transitions, with full authority regarding in-kind
contributions, asset liquidations, and the use of transition accounts.(iv)
    
    Selection, hiring, monitoring, evaluation and termination of the Trustee, and management
of the Trustee relationship (it being understood that GMIMCo will ensure that the Trustee
maintains custody of the assets of the U.S. Plans in accordance with ERISA § 403(a) and the
regulations thereunder).
 3




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##### 



(v)
    
    Projections of cash flows of the investment accounts within the U.S. Plans taking into
account plan liquidity sources and needs as and to the extent identified to GMIMCo by Delphi.(vi)
    
    Performance of asset mix management, including tactical asset allocation and rebalancing
assets within Strategic Investment Policy Guidelines (as defined in subparagraph (x) below).(vii)
    
    Management of short-term cash.(viii)
    
    Establishment and management of equitization, currency overlay and similar
derivative-based strategies with respect to the U.S. Plan assets.(ix)
    
    Conduct comprehensive studies of the U.S. plans pension liabilities,
investment objectives, and risk tolerance (with input from Delphi and its actuaries) as and when
such asset/liability studies are requested by Delphi.(x)
    
    Periodic (and on at least an annual basis) review and recommendations concerning the
appropriateness and efficacy of existing investment policy guidelines for the Hourly and
Salaried Plans (as defined in Exhibit A) setting forth target allocations and ranges for broad
investment categories (e.g., equity, fixed income, real estate), which guidelines, as of the
date of this Agreement, are set forth in Exhibit B, and any additional policy guidelines for
other U.S. Plans (as such guidelines may be amended by the
IPC, the Strategic Investment Policy Guidelines) based on, among other
things, pension liabilities, investment objectives and risk tolerance, in light of Delphis
objectives with respect to the U.S. Plans as communicated by it to GMIMCo.(xi)
    
    Research with respect to new asset classes or strategies for consideration by Delphi for
the U.S. Plans.(xii)
    
    Recommendations regarding the addition or deletion of investment options that are offered
to participants under the participant-directed defined contribution U.S. Plans (defined
contribution U.S. Plans being referred to in this Agreement as DC U.S. Plans).(xiii)
    
    Advice regarding plan design issues as requested by Delphi.(xiv)
    
    Advice regarding plan liability analysis and funding decisions as requested by Delphi.(xv)
    
    Administration of U.S. Plan expense accruals and fee payments based on data provided by or on
behalf of Delphi or the Trustee.(xvi)
    
    Monitoring of trade execution costs and brokerage commissions based on data provided by or
on behalf of the Trustee or third-party investment managers.
 4




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##### 



(xvii)
    
    Monitoring of securities lending activities.(xviii)
    
    Management of any brokerage commission recapture program of
the U.S. Plans.(xix)
    
    Monitoring of soft dollar utilization by the U.S. Plans based on data provided by or on
behalf of the Trustee or third-party investment managers.(xx)
    
    Oversight of proxy voting policies and procedures. In this regard, GMIMCo will maintain
procedures for voting proxies with respect to securities held in GMIMCo managed investments
and for overseeing proxy voting by investment managers retained by GMIMCo.(xxi)
    
    Assistance to Delphi in connection with its (A) obtaining the financial data required for
annual actuarial valuations, (B) preparing Department of Labor filings, Internal Revenue
Service filings, summary annual reports and summary plan descriptions, (C) preparing corporate
financial statement footnote disclosures, (D) periodic corporate, plan and regulatory audits
and (E) preparing benefit plan cost analyses, in connection with each of the foregoing clauses
(A) through (E) as required by Delphi in administering the U.S. Plans (it being understood and
agreed that such assistance will be limited to matters pertaining to the services provided by
GMIMCo under the Agreement).(xxii)
    
    Oversight of U.S. Plan investment data provided by the Trustee to any recordkeeper
(Recordkeeper) with respect to a U.S. Plan.(xxiii)
    
    Assistance to Delphi treasury, legal, and human resource departments and the applicable
Delphi benefits center(s) in addressing questions regarding pension, benefits, and Trust
issues (it being understood and agreed that such assistance will be
limited to matters
pertaining to the services provided by GMIMCo under this Agreement).(xxiv)
    
    Monitoring of third-party investment funds made available by Delphi to U.S. Plan
participants under the DC U.S. Plans.(xxv)
    
    Monitoring of the Recordkeeper relationship with respect to investment-related issues.(xxvi)
    
    Monitoring of Delphis relationship with any online investment advice provider designated by
Delphi (DC Adviser) with respect to a DC U.S. Plan.(xxvii)
    
    Coordinating the development and production of Delphi-approved DC U.S. Plan participant
communications and educational materials, consisting of Pathways Magazine, Promark Fund fact
sheets, the
 5




---



##### 



Investment Performance Summary, and any successor publications for the DC U.S. Plans.(xxviii)
    
    Assistance with coordination of content for the website of the DC U.S. Plans.(xxix)
    
    Assistance with the preparation of the investment-related sections of annual prospectuses
for participants in the DC U.S. Plans.(xxx)
    
    Performing the following functions with respect to the assets of the U.S. Plans managed by
it (and without taking into account any other assets of such U.S. Plans):
 (A)
    
    monitor U.S. Plan-level investment risk exposures;(B)
    
    monitor asset class-level risk exposures;(C)
    
    monitor investment manager investment guideline compliance;(D)
    
    assess risks of investment manager internal investment controls;(E)
    
    monitor counter-party exposures; and(F)
    
    provide procedures for disaster recovery and business continuity of GMIMCo.
 (xxxi)
    
    Providing reports to such personnel as Delphi may designate, in accordance with Exhibit C.(xxxii)
    
    Participating in (A) quarterly meetings with the IPC to report on fund returns and analysis
of fund performance and to discuss significant activities affecting U.S. Plan investments, (B)
annual benefits meetings with the International Union, United Automobile, Aerospace, and
Agricultural Implement Workers of America (UAW) and the International Union of Electronic,
Electrical, Salaried, Machine and Furniture Workers and Communication Workers of America
(IUE-CAW), and (C) such other meetings as Delphi reasonably requests.
  (i)
    
    to establish, form, invest in, dissolve, liquidate or take any other actions with
respect to any corporation, limited liability company, partnership, trust or other person,
including, without limitation, any title holding corporation under Internal Revenue Code
(Code) §§ 501(c)(2) or 501(c)(25);
 6




---



##### 



(ii)
    
    to abandon, acquire, convert, dispose of, exchange, exercise, grant, hold, issue, lease,
mortgage, permit to expire, permit to be held in escrow, pledge, redeem, sell, subscribe for,
surrender, vote, write, or take any and all other actions with respect to Securities or Other
Property1, and to exercise or decline to exercise any rights or obligations appurtenant or
otherwise relating thereto, including (A) engaging in any transactions involving any combination of
and taking any actions necessary or appropriate to settle transactions in puts, calls or other
forms of options (covered or uncovered), futures contracts, swaps or other Securities or Other
Property and (B) entering into stand-by agreements for future investment (either with or without a
stand-by fee), short-selling programs, foreign exchange or foreign exchange contracts, swaps,
guaranteed investment contracts, synthetic guaranteed investment contracts, bank or insurance
company investment contracts (including guarantees with respect to
investments), contracts for the
immediate or future delivery of or otherwise pertaining to Securities or Other Property, and
similar instruments and other derivative investments;(iii)
    
    to initiate, settle, compromise or submit to arbitration any claims, debts or damages
due or owing to or from the investment accounts of the U.S. Plans or to commence, join in or
defend, or represent any such investment account in, any suits or proceedings in any court of
law or before any other body or tribunal, including, without limitation, any claims with
respect to taxes; provided, however, that Delphi will retain the right, in its sole
discretion, to commence, join in, or oppose any such settlements, compromises, arbitrations,
suits, or proceedings where it may be adversely affected by the outcome, or where it believes
that such action is required by ERISA or other applicable law;(iv)
    
    to commence, join in, consent to or oppose the reorganization,
recapitalization, consolidation, sale, merger, foreclosure, liquidation or readjustment of the
finances of any person or the Securities or Other Property thereof, and to deposit any Securities
or Other Property with any protective, reorganization or similar committee, and to pay or agree to
pay
 
 1
    
    The term Securities or Other Property means property of any kind or nature, whether real or
personal, tangible or Intangible, whole or part interest therein, wherever situated, without being
limited to the classes of property in which trustees are authorized to invest trust funds by any
law or any rule of court of any jurisdiction, including without limitation: currency, evidences of
obligations or indebtedness of any person, trust or participation certificates, general or limited
interests in partnerships, membership interests in any organization or other person, insurance or
annuity contracts, guaranteed investment contracts, synthetic guaranteed investment contracts, bank
investment contracts, leaseholds, fee titles, mortgages or other interests in realty, preferred or
common stocks, American depositary receipts, certificates of deposit, evidences of ownership in
joint ventures, swap contracts, futures and/or option contracts, short-selling programs, foreign
exchange contracts, contracts for future or immediate receipt or delivery of securities or relating
to the lending of securities or property and other derivative investments. 7




---



##### 



the expenses and compensation of any such committee and any assessments levied with respect to
Securities or Other Property so deposited;(v)
    
    to borrow money, to guarantee indebtedness or other obligations of other persons, to
pledge any Securities or Other Property for the payment of any such loan or guarantee, or for
any other purpose (whether or not in connection with the borrowing of money), and to enter
into contracts ancillary or relating to such loans, guarantees or pledges;(vi)
    
    to manage, administer, operate, lease for any number of years (regardless of any
restrictions on leases made by fiduciaries), develop, improve, repair, alter, demolish,
mortgage, pledge, grant options with respect to, or otherwise deal with any property or
interest therein at any time held by it, and to renew, extend or participate in the renewal or
extension of any mortgage upon such terms as may be deemed advisable;(vii)
    
    to agree to a reduction in the rate of interest on or other modification in the terms of
any mortgage, loan or guarantee, to waive or enforce any default whether in the performance of
any covenant or condition of any mortgage, loan or guarantee in such manner and to such extent
as may be deemed advisable, to exercise and enforce any and all rights of foreclosure, to bid
on property in foreclosure, to take a deed in lieu of foreclosure with or without paying
consideration therefor and in connection therewith to release the obligation on the bond
secured by such mortgage, and to exercise and enforce in any action, suit or proceedings at
law or in equity any rights or remedies in respect of any such mortgage, loan or guarantee;(viii)
    
    to convert monies received with respect to assets in the investment
accounts of the U.S. Plans into or out of U.S. dollars or other currencies;(ix)
    
    to collect dividends, interest, rents, royalties and other forms of income on or
distributions in respect of Securities or Other Property;(x)
    
    to exercise any right appurtenant to any Securities or Other Property, including without
limitation, by general or limited power of attorney, or by serving or otherwise acting as a
general or limited partner of a partnership, a managing or other member of a limited liability
company, a member of an association, committee or other organization or in any similar
capacity with respect to any person;(xi)
    
    to invest at any bank (A) in any type of interest bearing investments
(including, but not limited to, savings accounts, money market accounts, certificates of deposit
and repurchase agreements) and (B) in non-interest bearing accounts (including, but not limited to,
checking accounts);(xii)
    
    to invest in the Collective Funds as well as in other collective investment funds (which
in each case may provide for payment by the U.S. Plans of
 8




---



##### 



fund-level management and other fees and costs, for purchase and redemption related transaction
costs or fees in lieu thereof to be borne by the investor purchasing or redeeming and for
limitations on the size and/or frequency of and required advance notice with respect to such
transactions); and(xiii)
    
    to invest in open-end and closed-end investment companies, regardless of the purposes of
which such funds were created, including those managed, serviced, advised and/or distributed
by GMIMCo or its affiliates, and any partnership, limited or unlimited, joint venture and
other forms of joint enterprise created for any lawful purpose.
  Section 4. Delphi Investment Managers.
 provided, however,
    (i)
    
    if requested by GMIMCo, Delphi will either provide to GMIMCo or arrange for GMIMCo to receive
(A) within the time frame set by the Trustee to meet GMIMCos reporting requirements, the
month-end values
 9




---



##### 



of the Removed Assets and (B) in a commercially reasonable time frame,
such other information with respect to the Removed Assets in such
manner and form as GMIMCo may reasonably request in connection with its performance of services
under this Agreement;(ii)
    
    except as otherwise provided in Section 3(a)(iv) (regarding the Trustee), but
regardless of whether the appointment of a Delphi Investment Manager is effective under ERISA
§ 405(c) to relieve Delphi of any responsibility for investment or management of the Removed
Assets, GMIMCo will have none of the authority, power, control, advisement, responsibilities,
delegations, duties, or designations referred to in ERISA § 3(21), nor will it have any of the
designations, delegations, authority, duties, responsibilities or powers specified in Sections
2 or 3 of this Agreement with respect to the Removed Assets, and, accordingly, will, to that
extent, not be deemed a fiduciary with respect to such Removed Assets except as otherwise
expressly provided in Sections 4(d)(iii) and (iv) below, and will have no obligations to take
any of the Removed Assets into account in carrying out any of its authority, powers and duties
with respect to the assets of the U.S. Plans except as otherwise expressly provided in
Sections 4(d)(iii) and (iv) below;(iii)
    
    GMIMCo will consult with and make recommendations to Delphi
regarding the allocation of inflows and outflows of U.S. Plan assets as between GMIMCo, on the one
hand, and each Delphi Investment Manager, on the other hand, it being understood that (A) in the
absence of a decision by Delphi to the contrary pursuant to the parenthetical in Section
4(d)(iv)(B) (regarding asset management mix and re-balancing), GMIMCos allocable portion thereof
will be equal to the result obtained by multiplying the amount of a particular inflow or outflow by
a fraction the numerator of which is the most recent preceding calendar month-end value of the
assets under GMIMCos management of the U.S. Plan experiencing the cash flow and the denominator of
which is the value of all of the assets of such U.S. Plan, (B) Delphi will cause and have sole
responsibility for the Delphi Investment Managers to contribute out of the Removed Assets their
allocable portion of any such outflow, and (C) Delphi will timely provide to each of GMIMCo, the
Delphi Investment Manager(s) and the Trustee all appropriate directions and instructions to effect
such allocations;(iv)
    
    GMIMCos sole duties with respect to the Removed Assets will be to:
 (A)
    
    take into account cash flow data with respect to the Removed Assets timely provided to
GMIMCo by or on behalf of Delphi (along with U.S. Plan liquidity needs as and to the extent
identified to GMIMCo by Delphi) in GMIMCos projections of cash flows of the investment
accounts within the U.S. Plans;
 10




---



##### 



(B)
    
    take into account relevant data with respect to the Removed Assets timely provided to GMIMCo by
or on behalf of Delphi in the making by GMIMCo of recommendations to Delphi regarding asset mix
management, including rebalancing assets within the Strategic Investment Policy Guidelines, of the
U.S. Plans assets (it being understood and agreed that Delphi will be solely responsible for
evaluating such recommendations, deciding whether and to what extent they will be implemented and
then directing GMIMCo and the Delphi Investment Manager(s) as to the manner of implementation of
Delphis decisions, all as and to the extent that Delphi deems appropriate);(C)
    
    take into account relevant data with respect to the Removed Assets and other matters timely
provided to GMIMCo by or on behalf of Delphi and its actuaries in GMIMCos performance of
asset/liability studies with respect to the U.S. Plans as and when such studies are requested
by Delphi;(D)
    
    take into account relevant data with respect to the Removed Assets timely provided to GMIMCo
by or on behalf of Delphi in GMIMCos monitoring of the Recordkeeper relationship with respect
to investment-related issues;(E)
    
    take into account relevant data with respect to the Removed Assets timely provided to GMIMCo
by or on behalf of Delphi in the provision by GMIMCo of assistance to Delphi in connection
with Delphis (A) obtaining the financial data required for annual actuarial valuations, (B)
preparing Department of Labor filings, Internal Revenue Service filings, summary annual
reports and summary plan descriptions, (C) preparing corporate financial statement footnote
disclosures and (D) preparing benefit plan cost analyses, in connection with each of the
foregoing clauses (A) through (D) as required by Delphi in administering the U.S. Plans (it
being understood and agreed that such assistance will be limited to matters pertaining to the
other services provided by GMIMCo under this Agreement);(F)
    
    exercise its authority under Section 3(a)(iv) (regarding the Trustee); and(G)
    
    take into account, to the extent necessary, relevant data with respect to the Removed Assets
for the purpose of fulfilling GMIMCos reporting obligations
under Section 3(a)(xxxi).
 11




---



##### 



Section 5. Compensation and Expenses.
  Section 6. Records and Audit Rights.
 provided, however,
 Representations, Warranties and Covenants of GMIMCo.
       Representations, Warranties and Covenants of Delphi.
  12




---



##### 



13




---



##### 



Section 9. Confidentiality .
 provided,
however
 provided however provided
further
  Section 10. GMIMCo Standard of Care; Liability.
  14




---



##### 



Section 11. Indemnification; Litigation; Dispute Resolution .
   provided, however
 15




---



##### 



Section 12. Bonding .
  Section 13. Term; Curing of Defaults; Termination.
 provided, however
   (A)
    
    makes an assignment for the benefit of creditors,(B)
    
    files a voluntary petition in bankruptcy,(C)
    
    is adjudged bankrupt or insolvent or there is entered against
it an order for relief in any bankruptcy or insolvency proceeding,(D)
    
    files a petition or answer seeking for it any reorganization,
arrangement, composition, readjustment, liquidation, dissolution, or similar
relief under any statute, law or regulation,(E)
    
    seeks, consents to or acquiesces in the appointment of a
trustee, receiver or liquidator for it or of all or any substantial part of its
properties,(F)
    
    files an answer or other pleading admitting or failing
to contest the material allegations of a petition filed against it in
any proceeding described in clauses (A) through (E), or
 16




---



##### 



(G)
    
    90 days expires following commencement of any proceeding against it
seeking a bankruptcy or insolvency determination, reorganization,
arrangement, composition, readjustment, liquidation, dissolution, or similar
relief under any statute, law or regulation if the proceeding has not been
dismissed within such period, or 90 days expires following the appointment
of a trustee, receiver or liquidator for it or all or any substantial part
of its properties without its agreement or acquiescence, which appointment
is not vacated or stayed within such period, or if the appointment is so
stayed, 90 days expires following the expiration of the stay, unless during
such period the appointment is vacated.
   Section 14. Force Majeure .
  Section 15. Services to Other Clients .
  17




---



##### 



Section 16. Status of the Parties .
  Section 17. No Third Party Rights .
  Section 18. Assignment .
  Section 19. Amendment .
  Section 20. Notices .
  If to Delphi:
    
    Delphi CorporationAttention: Treasurer5725 Delphi DriveTroy, Michigan 48098If to GMIMCo:
    
    General Motors Investment Management CorporationAttention: Vice President & General Counsel767 Fifth AvenueNew York, New York 10153.
  18




---



##### 



Section 21. Governing Law.
  Section 22. Severability.
  Section 23. Waiver
  Section 24. Survival .
  Section 25. Counterparts.
  Section 26. GMIMCo ADV .
  Section 27. Compliance with Laws .
  19




---



##### 



Section 28. Entire Agreement .
   DELPHI CORPORATIONBy:

/s/ John BlahnikName: John BlahnikTitle:
    Treasurer GENERAL MOTORS INVESTMENTMANAGEMENT CORPORATIONBy:
    /s/ W. Allen ReedName:
    W. Allen ReedTitle:
    President and Chief Executive Officer 20




---



##### 



Addendum
1 to Management Services Agreement Dated September 17, 2002
 Delphi
Mechatronic Systems, Inc.
 RECITALS
        TERMS
 Section 1. Appointment and Retention .




---



##### 



Section 2. GMIMCo Responsibilities .
  Section 3. Delphi Authorization .
  Section 4. Notices .
  If to D-MS:
    
    Delphi Mechatronic Systems, Inc.Attention: Employee Benefit Plan Administrator3110 Wood Creek DriveDowners Grove, Illinois 60515If to Delphi:
    
    Delphi CorporationAttention: Treasurer5725 Delphi DriveTroy, Michigan 48098If to GMIMCo:
    
    General Motors Investment Management CorporationAttention: Vice President & General Counsel767 Fifth AvenueNew York, New York 10153.
  2




---



##### 



Section 5. Relationship to MSA .
  DELPHI CORPORATIONBy:

/s/
John BlahnikName:
    John BlahnikTitle:
    TreasurerGENERAL MOTORS INVESTMENT 
MANAGEMENT CORPORATIONBy:
    /s/ W. Allen ReedName:
    W. Allen ReedTitle:
    President and Chief Executive OfficerDELPHI MECHATRONIC SYSTEMS, INC.By:
    /s/ Lothar VeeserName:
    Lothar VeeserTitle:
    President 3




---



##### 



Addendum
2 to Management Services Agreement Dated September 17, 2002
 Packard-Hughes Interconnect Company
 RECITALS
        TERMS
 Section 1. Appointment and Retention .




---



##### 



Section 2. GMIMCo Responsibilities .
  Section 3. Delphi Authorization .
  Section 4. Notices .
  If to PHI:
    
    Packard-Hughes Interconnect CompanyAttention: Employee Benefit Plan Administrator17159 Von Karman AvenueIrvine, California 92614-0901If to Delphi:
    
    Delphi CorporationAttention: Treasurer5725 Delphi DriveTroy, Michigan 48098If to GMIMCo:
    
    General Motors Investment Management CorporationAttention: Vice President & General Counsel767 Fifth AvenueNew York, New York 10153.
  2




---



##### 



Section 5. Relationship to MSA .
  DELPHI CORPORATIONBy:
    /s/ John BlahnikName:
    John BlahnikTitle:
    TreasurerGENERAL MOTORS INVESTMENT 
MANAGEMENT CORPORATIONBy:
    /s/ W. Allen ReedName:
    W. Allen ReedTitle:
    President and Chief Executive OfficerPACKARD-HUGHES INTERCONNECT
COMPANYBy:
    /s/ Charu ManochaName:
    Charu ManochaTitle:  Director of Human Resources 3




---



##### 



Addendum
3 to Management Services Agreement Dated September 17, 2002
 ASEC Manufacturing
 RECITALS
        TERMS
 Section 1. Appointment and Retention .




---



##### 



Section 2. GMIMCo Responsibilities .
  Section 3. Delphi Authorization .
  Section 4. Notices .
  If to ASEC:
    
    ASEC ManufacturingAttention: Employee Benefit Plan Administrator1301 Main ParkwayCatoosa, Oklahoma 74015If to Delphi:
    
    Delphi CorporationAttention: Treasurer5725 Delphi DriveTroy, Michigan 48098If to GMIMCo:
    
    General Motors Investment Management CorporationAttention: Vice President &
General Counsel767 Fifth AvenueNew York, New York 10153.
  2




---



##### 



Section 5. Relationship to MSA .
  DELPHI CORPORATIONBy:

/s/ John BlahnikName: John BlahnikTitle:
    TreasurerGENERAL MOTORS INVESTMENT 
MANAGEMENT CORPORATIONBy:
    /s/ W. Allen ReedName:
    W. Allen ReedTitle:
    President and
Chief Executive OfficerASEC MANUFACTURINGBy:
    /s/ F. Thomas SprungerName:
    F. Thomas SprungerTitle:
    Manager, Human Resources 3




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##### 



EXHIBIT A
 TO MANAGEMENT SERVICES AGREEMENT
 LIST OF U.S. PLANS
 1.
    
    Delphi Retirement Program for Salaried Employees (the Salaried Plan);2.
    
    Delphi Hourly-Rate Employees Pension Plan (the Hourly Plan and together with the
Salaried Plan, the Hourly and Salaried Plans);3.
    
    ASEC Manufacturing Retirement Program;4.
    
    ASEC Manufacturing Savings Plan;5.
    
    Packard Hughes Interconnect Non-Bargaining Retirement Plan;6.
    
    Packard Hughes Interconnect Bargaining Retirement Plan;7.
    
    Packard Hughes Interconnect Foley, Alabama Facility Retirement Plan;8.
    
    Delphi Mechatronic Systems Retirement Program;9.
    
    Delphi Mechatronic Systems Savings-Stock Purchase Program;10.
    
    Delphi Income Security Plan for Hourly-Rate Employees;11.
    
    Delphi Savings-Stock Purchase Program for Salaried Employees in the United States; and12.
    
    Delphi Personal Savings Plan for Hourly-Rate Employees in the United States.




---



##### 



EXHIBIT B
 TO MANAGEMENT SERVICES AGREEMENT
 STRATEGIC
INVESTMENT POLICY GUIDELINES
 FOR
THE HOURLY AND SALARIED PLANS (AS DEFINED IN EXHIBIT A)
 Strategic Investment PolicyAsset Class
    
    Guideline Range1Equity- US Publicly Traded
    
    
    24-36- Private Market
    
    
    5-9- Developed International Markets
    
    
    20-26- Emerging Markets
    
    
    0-4Fixed Income- Global Bonds
    
    
    17-27- High Yield
    
    
    7-11Absolute Return Strategy
    
    
    0-2Real Estate
    
    
    5-9
 
 1
    
    Within the policy guideline ranges, specific target allocations have been and will be
recommended by GMIMCo and approved by the IPC.




---



##### 



EXHIBIT C
 TO MANAGEMENT SERVICES AGREEMENT
 REPORTING
 1.
    
    Quarterly reports will be delivered after the end of each calendar quarter. Reports for
quarters prior to the quarter ended June 30, 2003 will be delivered within forty-five days
after quarter-end. Reports for the quarter ended June 30, 2003 and subsequent quarters will be
delivered within thirty days after quarter-end. GMIMCo will use reasonable best efforts to
deliver reports at least five business days prior to the relevant
quarterly IPC meeting if that
occurs earlier than the agreed upon due date of a quarterly report, and to improve the timing
of report delivery for the quarters ending after June 2003. These reports will include:
 (a)
    
    Asset values of each U.S. Plan;(b)
    
    Asset allocation versus strategic policy for the defined benefit U.S. Plans
(hereinafter DB U.S. Plans);(c)
    
    Explanation of changes in market values for the Hourly and Salaried Plans
(as defined in Exhibit A);(d)
    
    Investment results compared to relevant benchmarks at the total plan and
asset class levels, including discussion thereof for major asset classes
managed by GMIMCo, for the DB U.S. Plans;(e)
    
    Significant investment activities, including manager changes for major
asset classes managed by GMIMCo;(f)
    
    Fund allocations by asset class for the Delphi Savings-Stock Purchase Program
for Salaried Employees in the United States and the Delphi Personal Savings Plan for
Hourly-Rate Employees in the United States;(g)
    
    Summary performance versus benchmark by asset class for the Delphi
Savings-Stock Purchase Program for Salaried Employees in the-United States and the
Delphi Personal Savings Plan for Hourly-Rate Employees in the United States; and(h)
    
    Allocation of major asset classes at the sub-asset-class level for the Hourly
and Salaried Plans.
 2.
    
    Beginning with the quarterly report pertaining to the calendar period ending
December 31, 2002, the quarterly reports will also include:
 (a)
    
    Plan level performance attribution by asset class for the Hourly and
Salaried Plans;(b)
    
    Balanced Fund performance attribution by asset class;




---



##### 



EXHIBIT C
 (c)
    
    Rolling excess return, tracking error versus benchmarks and information
ratio for major asset classes managed by GMIMCo for the Hourly and
Salaried Plans; and(d)
    
    Fact sheets for each major asset class managed by GMIMCo for the
Hourly and Salaried Plans, including (but not limited to) investment
managers in the asset class and overall allocations by major characteristics appropriate to each asset class (e.g. economic sectors, major holdings,
geography, and/or credit quality),
 3.
    
    An estimate of calendar year-to-date investment returns for the Hourly and
Salaried Plans will be delivered bi-weekly within five business days following the
end of each bi-weekly period.4.
    
    An estimate of the market values of the Hourly and Salaried Plans will be
delivered annually within three business days following the end of the calendar
year.
 2




---



##### 



EXHIBIT D
 TO MANAGEMENT SERVICES AGREEMENT
 COMPENSATION AND EXPENSE REIMBURSEMENT
 1.
    
    Management FeeDelphi, on behalf of itself and the U.S. Plans, will pay or cause to be paid to
GMIMCo a fee (Management Fee) consisting of a Base Assets Fee and an Alternative Assets
Fee. The Management Fee will be calculated monthly and payable quarterly in arrears, as
described in this Exhibit D, The Base Assets Fee is calculated at the per annum percentage
rates of Average Base Assets (as defined below) determined in accordance with the following
schedule:
 Average Base Assets
    
    Per Annum Ratefirst $3.5 billion
    
    .035%over $3.5 billion
    
    .025%
 and the Alternative Assets Fee is calculated at the per annum rate of .40% of Average
Alternative Assets (as defined below).For purposes of calculating and paying the Management Fee:
 (a)
    
    Average Base Assets means, with respect to each calendar month, the sum of the
Value (as defined below) of the Base Assets (as defined below) on the last day of such
month and the Value of the Base Assets on the last day of the immediately preceding
calendar month, divided by two (It being understood that in the case of the month of
January, 2002, for the purpose of determining the Value of the Base Assets on the last
day of the immediately preceding calendar month, the Value of the corresponding assets
on December 31, 2001 will be used);(b)
    
    Average Alternative Assets means, with respect to each calendar month, the sum
of the Alternative Assets (as defined below) on the last day of such month and the
Alternative Assets on the last day of the immediately preceding calendar month, divided
by two (it being understood that in the case of the month of January, 2002, for the
purpose of determining the Alternative Assets on the last day of the immediately
preceding calendar month, the corresponding assets on
December 31, 2001 will be used);(c)
    
    Base Assets means, on any date, all of the assets
of the U.S. Plans that on
such date are managed by GMIMCo under the Agreement, minus the Alternative Assets on
such date;




---



##### 



(d)
    
    Alternative Assetsmeans, on any date, the result obtained by multiplying (i)
the Value on such date of the aggregate gross assets of the U.S. Plans by (ii) the
percentage which represents the policy allocation to Alternative Investments for the
Hourly and Salaried Plans (as defined in Exhibit A) as approved
from time to time by
the IPC (disregarding, for purposes of calculating the Base Assets Fee and the
Alternative Assets Fee, any ranges around such policy allocation as may be so
approved), it being understood that such policy allocation to Alternative Investments
as of the date of the Agreement is 13%;(e)
    
    Value means the value in U.S. dollars as communicated to GMIMCo by the
Trustee of the assets in question;(f)
    
    At the end of each quarter, following the receipt of an invoice from GMIMCo
providing detailed supporting information for the Management Fee for
such quarter, the
invoice will be paid within 30 days from one or more Funds (as defined in section 2(b)
below) or the U.S. Plans interests in such Funds as determined by GMIMCo or its
affiliates and upon the direction to the Trustee, which payment will be reported in the
next following summary provided by GMIMCo to Delphi pursuant to paragraph 4 below;(g)
    
    GMIMCo will allocate the Management Fee among the various U.S. Plans in
proportion to the market value of each of the U.S. Plans.
Accordingly, following the
end of each quarter GMIMCo will provide written instructions to the Trustee regarding
the allocation of the Management Fee with respect to such quarter among the various
U.S. Plans. Delphi may from time to time amend the standing allocation instructions for
the Management Fee by providing GMIMCo with new written instructions; and(h)
    
    It is understood by the parties to the Agreement that there it no minimum
Management Fee.
 
 1
    
    For the purposes of this Exhibit D to the Agreement, Alternative investments
include private market investments, real estate investments including
investments in real estate
investment trusts, investments in absolute return strategies and investments in other alternative
strategies as may be identified and agreed by the parties to the
Agreement after the date of
Agreement. 2




---



##### 



2.
    
    Direct Fund CostsDelphi, on behalf of itself and the U.S. Plans, will pay or
cause to be paid, and will cause
the U.S. Plans to bear, the Delphi Portion of Direct Fund Costs (each as defined below).For purposes of calculating and paying Direct Fund Costs:
 (a)
    
    Fund means any trust, account, fund, company or other vehicle holding or
otherwise established or existing with respect to assets attributable to any U.S. Plan
and which vehicle is managed by (and/or by third parties retained by or on behalf of)
GMIMCo or its affiliates;(b)
    
    Direct Fund Costs means those expenses incurred by or with respect to any
Fund. Such expenses include but are not limited to (i) expenses incurred by GMIMCo or
its affiliates in connection with management of any Fund (whether such management is by
GMIMCo, such affiliates or third parties), including Allocated Expenses (as defined
below), (ii) investment management fees and related expenses payable to or incurred by
persons other than GMIMCo and its affiliates, (iii) brokerage commissions and other
trading expenses, (iv) interest, (v) taxes, if any, (vi) trustee and custodial fees and
expenses and (vii) legal, accounting and other professional fees and expenses;(c)
    
    Allocated Expenses means that portion of the compensation and benefits, facility and
occupancy, information technology and other expenses incurred by GMIMCo or its
affiliates and allocated by GMIMCo or its affiliates to a Fund pursuant to the
activity-based costing model or other cost allocation system employed from time to
time by GMIMCo or its affiliates;(d)
    
    Delphi Portion means (i) the percentage determined by dividing the Value (as
defined in Section 1(e) of this Exhibit D) of a Funds net assets attributable to the
U.S. Plans by the Value of such Funds total net assets or (ii) in the case of one or
more particular Direct Fund Costs such other percentage as may from time to time be
agreed to between GMIMCo and Delphi;(e)
    
    in furtherance of but without limiting the obligations of Delphi with respect
to the Delphi Portion of Direct Fund Costs, such Costs will be paid by a Fund to a
third party or GMIMCo or its affiliates when and as directed by GMIMCo or its
affiliates; and(f)
    
    GMIMCo will allocate the Delphi Portion of Direct Fund Costs among the various
U.S. Plans in proportion to the market value of each of the U.S. Plans. Accordingly,
GMIMCo will provide written instructions to the Trustee regarding such allocation of
the Delphi Portion of Direct Fund Costs among the various U.S. Plans. Delphi may from
time to time amend the allocation instructions for Direct Fund costs by providing
GMIMCo with new written instructions.
 3.
    
    Out-of-Pocket Expenses.
 3




---



##### 



(a)
    
    Delphi, itself and on behalf of the U.S. Plans, will be responsible for the payment of,
and will cause either one or more U.S. Plans or Delphi to bear, all Out-of-Pocket Expenses
Out-of-Pocket Expenses means those amounts (other than
Direct Fund Costs) related to a U.S.
Plan that are paid or payable to a third party or have been paid by GMIMCo to a third party on
behalf of Delphi or a U.S. Plan. Such Expenses include (but are not limited to) fees and
expenses with respect to:
 (i)
    
    U.S. Plan or trust record keeping;(ii)
    
    communications with Plan participants (e.g., contract
writers, printing, publication and mailing costs);(iii)
    
    trustees and custodians;(iv)
    
    third party DC U.S. Plan advisers, if any;(v)
    
    U.S. Plan or trust accounting;(vi)
    
    U.S. Plan, trust, or other audits;(vii)
    
    preparation, publication and distribution of U.S. Plan, trust, or other financial statements;(viii)
    
    regulatory filings (e.g., Form 5500), examinations, and other proceedings;(ix)
    
    actuarial, legal, or tax matters;(x)
    
    Pension Benefit Guaranty Corporation premiums; and(xi)
    
    beneficiary payment processing expenses.
 Out-of-Pocket Expenses will also be deemed to include fees and expenses with respect to
(i) the provision of special services by GMIMCo or its affiliates (e.g., services arising
out of an acquisition or divestiture by Delphi) and (ii) the incurrence of regulatory or
other expenses occasioned by and directly as a result of compliance with the requirements of
the Agreement.(b)
    
    In furtherance of, but without limiting the payment obligations of Delphi with respect
to, Out-of-Pocket Expenses, such Expenses will be paid by the U.S. Plans or Delphi (as
applicable) to a third party (or, if incurred by GMIMCo or its affiliates, to GMIMCo or its
affiliates) (i) in the case of Delphi, within thirty days of invoice by GMIMCo supporting such
expense and (ii) in the case of the U.S. Plans, when and as directed by GMIMCo or its
affiliates.
 4




---



##### 



(c)
    
    With respect to a particular Out-of-Pocket Expense, unless Delphi directs otherwise,
GMIMCo will direct the Trustee to allocate Out-of-Pocket Expenses among the applicable U.S.
Plans or Funds in proportion to the market value of the applicable U.S. Plans or Fund.
 ReportingIn addition to the reporting obligations outlined in Exhibit C, GMIMCo will provide to Delphi on a
quarterly basis detailed information supporting the calculation of the Management Fee (including
all relevant Values), the Delphi Portion of Direct Fund Costs, and Out-of-Pocket Expenses (listed
according to the items specified in this Exhibit D) for the most recent calendar quarter.Re-Negotiation of Management FeeIn the event that, at any time during the term of the Agreement, either.
 (a)
    
    the percentage policy allocation referred to in Section 1(d)(ii) of this Exhibit D is either
reduced to below 11% or increased to greater than 15%of the aggregate value of the gross
assets of such U.S. Plans; or(b)
    
    the total of Removed Assets, plus all other U.S. Plan assets which for any reason (other than
payment of benefits, fees or expenses in the ordinary course of business, and investment
losses) cease to be managed by GMIMCo under the Agreement, exceeds $2 billion;
 then the parties will, if either party chooses to initiate discussions regarding the Management Fee
(by providing written notice to the other), attempt in good faith to re-negotiate the Management
Fee. In the event that the parties are unable, after good faith negotiations, to agree upon a new
Management Fee, then either party may terminate the Agreement upon 30 days written notice to the
other, notwithstanding any provision in Section 13 of the Agreement to the contrary.
 5




---



##### 



Exhibit 5.01 (b)(v)  Battery Facilitation Agreement  Transaction Summary
dated as of March 21, 2005 between Delphi and GM




---



##### 



GM/Delphi
Battery Facilitation Agreement  Transaction Summary
  A.
Delphis U.S. Plant Consolidation.
      Delphis Olathe Battery Plant




---



##### 








---



##### 



Fitzgerald Battery Replacement Work.




---



##### 



GMT900 and Fitzgerald Wind-Down
 Non-Battery
Fitzgerald Product Backfill.
     
 
 
 B. Delphis Oshawa Battery Wind-down.




---



##### 








---



##### 



C. Transition Plan.
  D.
Miscellaneous.




---



##### 



DELPHI CORPORATION
    
    
    
    GENERAL MOTORS CORPORATIONBy:
    
    /s/ John Blahnik
    
    
    
    By:
    
    /s/ Susan TucnyJohn Blahnik
    
    
    
    
    
    Susan TucnyTitle
    
    Director, Mergers,Acquisitions
& Planning
    
    
    
    Title:
    
    Executive Director, Finance
General Motors WWPDate:
    
    March 21, 2005
    
    
    
    Date:
    
    March 21, 2005




---



##### 



Exhibit A
 Fitzgerald & New Brunswick Product Programs for 2005-2007
 Platform
    
    Delphi Mfg. Plant
    
    Platform
    

Delphi Mfg. PlantGM SPO Canada  currently mfd.
In US or Canada
    
    
    
    GMT-265
    
    New BrunswickGM SPO US  currently mfd. In
US
    
    
    
    GMT-305
    
    New BrunswickH1
    
    
    
    GMT-325
    
    New BrunswickJ-2902
    
    
    
    GMT-330
    
    New BrunswickGMX-211
    
    
    
    GMT-360
    
    New BrunswickGMX-231
    
    
    
    GMT-368
    
    New BrunswickGMX-283
    
    
    
    GMT-370
    
    New BrunswickGMT-800
    
    All
    
    GMX-001
    
    New BrunswickGMT-800E
    
    All
    
    GMX-002
    
    New BrunswickGMT-820
    
    All
    
    GMX-130
    
    New BrunswickGMT-830
    
    All
    
    GMX-295
    
    New BrunswickGMT-880
    
    All
    
    GMX-320
    
    New BrunswickGMX-365
    
    Anaheim *
    
    GMX-380
    
    New BrunswickAnaheim *
    
    GMX-381
    
    New Brunswick97PA
    
    Fitzgerald
    
    GMX-384
    
    New BrunswickGMT-315
    
    Fitzgerald
    
    GMX-386
    
    New BrunswickGMT-610
    
    Fitzgerald
    
    J
    
    New BrunswickGMX-220
    
    Fitzgerald
    
    M/L
    
    New BrunswickGMX-222
    
    Fitzgerald
    
    P-90
    
    New BrunswickGMX-270
    
    Fitzgerald
    
    GMT-319
    
    UndefinedGMX-272
    
    Fitzgerald
    
    GMT-361
    
    UndefinedGMX-310
    
    Fitzgerald
    
    GMT-371
    
    UndefinedGMX-357
    
    Fitzgerald
    
    GMT-440
    
    UndefinedH2
    
    Fitzgerald
    
    GMX-282
    
    UndefinedS5S
    
    Fitzgerald
    
    GMX-322
    
    Undefined
 
 *
    
    Pending transition plan to be proposed by Delphi and approved by GM Page 8




---



##### 



provided, however,
 provided, however




---



##### 



Exhibit A Exhibit A
   Very truly yours,/s/ Stephen H. Olsen

Stephen H. Olsen
Director, Mergers and Acquisitions
 ACCEPTED AND AGREED FOR GM:By:
    
    /s/ Bo Andersson

Bo Andersson,
Vice President




---



##### 



EXHIBIT A
 Fitzgerald
& New Brunswick Product Programs for 2005-2007
 Platform
    

Delphi Mfg. Plant
    
    Platform
    

Delphi Mfg. PlantGM
SPO Canada  currently mfd. In US
    
    
    
    GMX-357
    
    FitzgeraldGM SPO US  currently mfd. In US
    
    
    
    H2
    
    FitzgeraldGM SPO 1  currently mfd. In US
    
    
    
    SSS
    
    FitzgeraldH1
    
    Fitzgerald
    
    GMT-265
    
    FitzgeraldGMX-211
    
    Fitzgerald
    
    GMT-325
    
    New BrunswickGMX-231
    
    Fitzgerald
    
    GMT-330
    
    New BrunswickGMX-2B3
    
    
    
    GMT-360
    
    BothGMT-800
    
    Both
    
    GMT-368
    
    BothGMT-800E
    
    Both
    
    GMT-370
    
    BothGMT-820
    
    Both
    
    GMX-001
    
    New BrunswickGMT-830
    
    Both
    
    GMX-130
    
    New BrunswickQMT-880
    
    Both
    
    GMX-295
    
    FitzgeraldGMX-365 (L26 & L27 enginee)
    
    Fitzgerald
    
    GMX-320
    
    Fitzgerald97PA
    
    Fitzgerald
    
    GMX-380
    
    BothGMT-315
    
    Both
    
    GMX-381
    
    BothGMT-810
    
    Both
    
    GMX-384
    
    BothGMX-220
    
    Fitzgerald
    
    J
    
    New BrunswickGMX-222
    
    Fitzgerald
    
    W/L
    
    BothGMX-270
    
    Fitzgerald
    
    P-90
    
    New BrunswickGMX-272
    
    Fitzgerald
    
    W4
    
    BothGMX-310
    
    Fitzgerald




---



##### 



Execution Copy
 Letter
Agreement
  1.
    
    The parties acknowledge and agree that as part of the sale of Delphis global battery
business to Johnson Controls, Inc.(JCI), Delphi has granted JCI a perpetual, non-revocable,
exclusive, global license to JCI for use of the Freedom trade name and associated trademarks
with SLI lead acid batteries. Such license being non-transferable except in connection with
sale of JCIs SLI lead acid battery business.2.
    
    The parties further acknowledge and agree that prior to entering into any transaction that
would sell, assign, or otherwise transfer Delphis ownership of the Freedom trade name and
associated trademarks, Delphi will offer GM a right of last refusal on the same terms and
conditions.
  Delphi Corporation
    
    
    
    General Motors CorporationBy:
    
    /s/ Stephen H. Olsen
    
    
    
    By:
    
    /s/ Bo AndersonDate:
    
    June 30, 2005
    
    
    
    Date:
    
    June 30, 2005




---



##### 



August 10,
2004
 
    1.
    
    Incremental GM Steering Hose Business for Delphi:
 
    
    For placement in connection with the Delphi
Fitzgerald, CIA operation, GM would source incremental steering
hose (both pressure and return hose) business for 50% of the
headcount level agreed with the UAW, but in no case more than 75
hourly (direct and indirect) employees based on a standard 40 hour
work week at the Tier. 2 employee wage and benefit structure,
recently agreed upon between Delphi and the UAW: The parties agree
that the headcount set forth below are based on a standard 40
hour work week. Beginning in 2007, business that may be sourced
includes:
 Delphi Corporation, 5725 Delphi Drive, Troy, Ml 48098




---



##### 



VehicleVehicle
Program
    
    Model
    
    EmployeesGMT962/966/967/968
    
    Lambda
    
    [ILLEGIBLE]GMT345
    
    Hummer III
    
    [ILLEGIBLE]GMX211/231
    
    Monte Carlo / Impala
    
    [ILLEGIBLE]GMX365 LY7
    
    Buick La Crosse
    
    [ILLEGIBLE]GMX367 P
    
    Grand Prix
    
    [ILLEGIBLE]GMX215
    
    Cadillac XLR
    
    [ILLEGIBLE]Holden VE
    
    Various
    
    [ILLEGIBLE]
 
    
    Delphi recognizes GMs memo of June 4, 2004
(attached as Exhibit A) outlining potential requirements for
certain programs noted above and will be prepared to respond
accordingly once Delphi has adequately reviewed specific target
pricing and product requirements, including that models and vehicle
program timing.
    
    Delphi must be competitive in terms of quality,
service, technology and price (initial agreed price and price
reductions will be deemec competitive through September 2011) with
similar products otherwise available to GM. If GM notifies Delphi of
a supplier more competitive in quality, service, or technology,
Delphi will have a reasonable opportunity to meet such alternative
quality, service, or technology, falling which GM may at its sole
discretion move the business to such other supplier. In the event GM
moves the business as a result of non-competitiveness, Delphi shall
immediately become responsible for any and all hourly employees and
related costs impacted by such transfer of business.
    
    For above referenced programs where an integrated
supplier has system responsibility, GM will exercise commercially
reasonable efforts to encourage the supplier to re-source the
business to Delphi and this business will be considered incremental
revenue for Delphi.
    
    Requirement is for the incremental business to
provide supply from September 2007 through September 2011 enabling a
minimum duration of four (4) years. From the closing date of the
Transaction until September 2011, Delphi will be provided with: (i) if
otherwise competitive on quality, service and technology, a right to
match the competitive price (if necessary), for next generation
business having SOP between September 2007 and September 2011; and
(ii) an opportunity to quote on next generation business having SOP
after September 2011.
    
    Both Delphi and GM are flexible to consider
creative, mutually beneficial solutions to support GMs efforts to
achieve re-sourcing of certain programs noted above.
 2.
    
    Delphi Transferred Steering Hose Work:
 
    
    For placement in connection with the Delphi
Fitzgerald, CIA operation,
Delphi would transfer steering hose business for 50% of the
headcount
level agreed with the UAW, but in no case more than 75 hourly
(direct
and indirect) employees. Notwithstanding the foregoing, GMs
maximum
obligation, under this item 2, will be strictly limited to labor
subsidies for
transferred programs supporting up to a cumulative total of 75
hourly
employees, as specified below. Beginning in 2007, business  that may
be
sourced includes:




---



##### 



VehicleVehicle Program
    
    Model
    

EmployeeGMT380/370
    
    Various models
    
    [ILLEGIBLE]GMT800/900
    
    Various models
    
    [ILLEGIBLE]GMT201
    
    Various models
    
    [ILLEGIBLE]GMT610
    
    Savanna/Express
    
    [ILLEGIBLE]GMX365
    
    Buick Regal
    
    [ILLEGIBLE]GMX380SS/381
    
    Mallbu SS/G8
    
    [ILLEGIBLE]
 
    
    Requirement is for the incremental business to
provide supply from September 2007 through September 2011 enabling a
minimum duration of four (4) years. From the closing date of the
Transaction until September 2011, Delphi will be provided with:
(i)
if otherwise competitive on quality, service and technology, a right
to match the competitive price (if necessary) for next generation
business having SCP between September 2007 and September 2011; and
(ii) an opportunity to quote on next generation business having SOP
after September 2011.
    
    GM will provide Delphi with a corresponding price
increase (if any) as a direct result of mutually agreed
differences in labor rates between the
current manufacturing source and
Delphi. The labor cost differential will be added to the price
on contract at the time of the product on transfer.
Outstanding price issues would be handled by the parties in
the ordinary course of business.
    
    Both Delphi and GM are flexible to consider
creative, mutually beneficial
solutions to support Delphis efforts to achieve transfer of
programs noted
above.




---



##### 



Very truly yours,/s/ John BlahnikJohn Blahnik,Vice President Treasury, Mergeis,Acquisitions & New Markets
 ACCEPTED AND AGREED FOR GM:By:
    
    /s/ Mary Boland

Mary Boland,GMNA Vice President and CFODate:
    
    8/12/04




---



##### 



EXHIBIT A
 
    
    Delphi must meet or exceed GMs and/or System Suppliers metrics for Quality, Service,
Delivery, Technology and Price  Including Warranty
 
    
    Delphi must agree to thorough quality audits and supply chain
reviews as defined by
GM and/or integrated suppliers
    
    Program timing will not be compromised and all key gates must
be met
 
    
    Delphi must provide a documented and achievable timeline with plan
to
achieve to GM and/or integrated supplier
 
    
    In the case of an integrated system supplier, said supplier will have option of
moving any business if Delphis performance does not meet specific argets
    
    Delphi must identify and provide dedicated support through launch of program and key
program gates, as defined by GM or integrated supplier
 
    
    Delphi must also provide necessary on-going support for all FDTs
 
    
    Delphi must meet GMs or integrated suppliers design and specification
 
    
    System supplier will not modify system design to work around Delphis
design
 
    
    Delphi will be responsible to fund any required tooling and/or engineering
development costs for any program already funded and paid for
 
    
    Delphi will also be responsible for on-going tuning costs and support
associated with each program
 
    
    System suppliers current cost and annual performance and cost reduction targets will
be met




---



##### 



Execution Copy
 Letter Agreement
    Delphi Corporation
    
    
    
    General Motors CorporationBy:
    
    /s/ Stephen H. Olsen
    
    
    
    By:
    
    /s/ Bo AndersonDate:
    
    June 30, 2005
    
    
    
    Date:
    
    June 30, 2005




---



##### 



EXHIBIT A
 SUBSIDY
 JOHNSON CONTROLS, INC., DELPHI AUTOMOTIVE SYSTEMS LLC
 Section 9.1
 Exhibit 4.1) Exhibit 4.1 Exhibit 4.
 Exhibit 4.1, Section 3.A(ii)
 Schedule 3.A(i) Exhibit 4.1.
 a.
    
    U.S. Hourly Employees who are not active as of the Completion Date due
to disability, layoff, family medical leave or other approved leave of
absence will remain Sellers responsibility until any such U.S. Hourly
Employee is ready to return to active employment in accordance with
Sellers leave policies.b.
    
    Upon such U.S. Hourly Employees return to active status, Buyer will
offer
employment in accordance with Section 3.A(ii) above, and, provided such
individual accepts Buyers offer of employment, will be considered a
Transferred U.S. Hourly Employee as of such date. In the event that a
U.S. Hourly Employee is seeking to return to active employment from a
medical-based leave, such individuals fitness for active employment must
be approved by both Seller and Buyer provided such does not violate any
applicable collective bargaining agreement.c.
    
    If Seller and Buyer do not agree as to such individuals fitness for
active
employment, the issue will be submitted to an independent medical
evaluator, whose determination will be final and binding on the parties.
The cost of such independent medical evaluation will be shared equally
by the parties.
 1




---



##### 



Exhibit 4.1, Section 3.C(ii)
          Definitions:
 Call
Exercise Notice Exhibit 1.5
 2




---



##### 



Competitive Package
 Completion
 Completion Date
 Delphi-IUE-CWA National Agreement
 Employment Rights
 IUE-CWA
 Put Exercise Notice Exhibit 1.23
 Traditional Wage Employees
 Transferred U.S. Hourly Employees
 U.S. Hourly Employees Schedule 3.A(i) Exhibit 4.1
 3




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Execution Copy
 Letter Agreement
  1.
    
    The parties acknowledge and agree that as part of the sale of Delphis global battery
business to Johnson Controls, Inc. (JCT), Delphi has granted JCI a perpetual, non-revocable,
exclusive, global license to JCI for use of the Freedom trade name and associated trademarks
with SLI lead acid batteries. Such license being non-transferable except in connection with
sale of JCIs SLI lead acid battery business.
 2.
    
    The parties further acknowledge and agree that prior to entering into any transaction that
would sell, assign, or otherwise transfer Delphis ownership of the Freedom trade name and
associated trademarks; Delphi will offer GM a right of last refusal on the same terms and
conditions.
  Delphi Corporation
    
    
    
    General Motors CorporationBy:
    
    /s/ Stephen H. Olsen
    
    
    
    By:
    
    /s/ Bo AndersonDate:
    
    June 30, 2005
    
    
    
    Date:
    
    June 30, 2005




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Exhibit 5.01(b) (vi)
Agreement, dated as of June 3, 2005, between Delphi and GM
concerning certain matters related to Collins & Aikman Corporation




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Agreement
 1.
    
    GM guarantees that Delphi will receive payment of $8.3 million by wire transfer upon the
satisfaction of the terms of this agreement (Agreement) by Delphi.
 2.
    
    Delphi will assign to GM 50% of the first proceeds received
on its $16.6 million
pre-petition claim against C&A (the Delphi
Claim). The maximum amount that GM may
recover from the proceeds of the Delphi Claim will equal the difference between $8.3 million
and the amount that GM is otherwise able to setoff against C&A. Delphi agrees to pursue all
of its rights against C&A under the Delphi Claim and consult with GM in that regard and will
provide GM with the right of first refusal to purchase the Delphi Claim.
 3.
    
    Delphi will only reduce the Delphi Claim to the extent that GM offsets the amounts that it
pays to Delphi under this Agreement.
 4.
    
    In consideration of the payments made by GM to Delphi under this Agreement. Delphi agrees to
continue to supply to C&A through the term of C&As bankruptcy to ensure the continuity of
supply of parts to GM and will work in good faith to enter into an agreement with C&A for the
continued supply of these parts through the term of the bankruptcy.
 5.
    
    GM shall not have any responsibility to Delphi for any premium freight charges relating to
C&A including those incurred by Delphi during the period from and after May 12, 2005 through
and including May 19, 2005.
 6.
    
    GM will guaranty the payment for goods shipped and delivered by Delphi to C&A after May 19,
2005 until the earlier of (a) the termination of the purchase orders between C&A and Delphi
which is consented to by GM or (b) C&As emergence from bankruptcy, limited to the amount of
goods shipped in accordance with trade terms provided by similarly situated suppliers to C&A.
 7.
    
    The terms of this Agreement shall be held in strict confidence by the parties. To the extent
that Delphi breaches this confidentiality agreement, all consideration received by Delphi
under this Agreement will be returned to GM.
 8.
    
    This document contains the entire agreement of the parties in connection with the subject
matter of this Agreement and cannot be changed or terminated orally. All prior agreements,
understandings, representations, warranties and negotiations regarding the subject matter
hereof, if any, are merged into this Agreement. The parties executing this Agreement as
representatives warrant that they have the power and authority to execute this Agreement on
behalf of the corporation or entity that they represent and that their signatures bind said
corporations or entities to the terms of this Agreement. This Agreement may be executed in
any number of duplicate originals or counterparts, each of such duplicate originals or
counterparts shall be deemed to be an original and taken together shall constitute but one
and the same instrument. The parties agree that their respective




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signatures may be delivered by facsimile with original signatures to follow, and that
facsimile signatures shall be treated as originals for all purposes. This Agreement is made
in the State of Michigan and shall be governed by, and construed and enforced in accordance
with the laws of the State of Michigan, without regards to conflicts of law principles.
 Agreed,Date: June 3, 2005
    
    Delphi CorporationBy:
    
    /s/ D. WohleenIts:
    
    [ILLEGIBLE]Date: June 3, 2005
    
    General Motors CorporationBy:
    
    /s/ [ILLEGIBLE]Its:
    
    ASSISTANT TREASURER
 2




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Master Restructuring Agreement
 Exhibit 5.11
(c)  Certain Employment Related Claims




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EXHIBIT 5.11(c)
 File Name
    
    CourtJames Burdette v. GM and UAW
    
    USDC, Southern District of OH, Western DivisionJulie
Brittingham and David Brittingham v. Delphi
and GM, et al.
    
    US Ct of Appeals Sixth Circuit OHLynn Rowell v. General Motors Corp. Life &
Disability Benefits Program and Metropolitan Life
Insurance Company
    
    USDC Southern District NYMichael D. Straney v. General Motors Corporation
    
    USDC Eastern District Southern Division MIThomas Alfred Sylvester v. General Motors Corporation
    
    Saginaw County Circuit Court MI
 2




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Exhibit 6.01  Access Agreement Term Sheet
 
 **
    
    Confidential Materials omitted and filed separately with the Securities and Exchange Commission.
Asterisks denote omissions.




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Access Agreement Term Sheet Proposal  GM/Delphi
 1
  * *
 * *
 * * * *
  * *
 * *
 * * * * * *
   a. * *
 b.
 c. * *
 d. * *
 * *
 6. * *
 * *
 * *
 * *
 * *
  * *
  * *
 
 1
    
    If ownership in the Access Facilities is transferred to another
Delphi entity, the Delphi obligations under the Access Agreement will also be
transferred/assigned. 
 **
    
    Confidential Materials omitted and filed separately with the Securities and Exchange Commission.
Asterisks denote omissions.