Exhibit 10(d)
 AMENDED AND RESTATED
 GLOBAL SETTLEMENT AGREEMENT
 BETWEEN
 DELPHI CORPORATION,
on behalf of itself and certain of its subsidiaries and Affiliates,
 AND
 GENERAL MOTORS CORPORATION
 DATED SEPTEMBER 12, 2008




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##### 



Table of Contents
 PageRECITALS
    
    
    1ARTICLE I DEFINITIONS
    
    
    5Section 1.01
    
    2007 Plan
    
    
    5Section 1.02
    
    Active Splinter EPBO
    
    
    5Section 1.03
    
    Actual HMO and DHMO Premiums
    
    
    5Section 1.04
    
    Actual Prescription Drug PBM Rebate Amount
    
    
    5Section 1.05
    
    Additional Releasing Parties
    
    
    5Section 1.06
    
    Affiliates
    
    
    6Section 1.07
    
    Bankruptcy Code
    
    
    6Section 1.08
    
    Bankruptcy Court
    
    
    6Section 1.09
    
    Bankruptcy Rules
    
    
    6Section 1.10
    
    Benefit Guarantees
    
    
    6Section 1.11
    
    Benefit Guarantee Term Sheets
    
    
    6Section 1.12
    
    Benefit Transition Period
    
    
    6Section 1.13
    
    Carrier Administrative Fees
    
    
    6Section 1.14
    
    Cessation Date
    
    
    6Section 1.15
    
    Chapter 11 Cases
    
    
    6Section 1.16
    
    Completion Costs
    
    
    6Section 1.17
    
    Confirmation Order
    
    
    6Section 1.18
    
    Consideration
    
    
    7Section 1.19
    
    Continuing Agreements
    
    
    7Section 1.20
    
    Covered Employees
    
    
    7Section 1.21
    
    DAS
    
    
    7Section 1.22
    
    Debtors
    
    
    7Section 1.23
    
    Delphi
    
    
    7Section 1.24
    
    Delphi Affiliate Parties
    
    
    7Section 1.25
    
    Delphi HRP
    
    
    7Section 1.26
    
    Delphi Pension Trust
    
    
    7Section 1.27
    
    Delphi Plan
    
    
    7Section 1.28
    
    Delphi PRP
    
    
    7Section 1.29
    
    Delphi-Related Parties
    
    
    7Section 1.30
    
    Delphi Surviving Claims
    
    
    7Section 1.31
    
    DHMO
    
    
    8Section 1.32
    
    DIP Agent
    
    
    8Section 1.33
    
    DIP Credit Agreement
    
    
    8Section 1.34
    
    DIP Lenders
    
    
    8Section 1.35
    
    Disclosure Statement
    
    
    8Section 1.36
    
    Effective Date
    
    
    8Section 1.37
    
    Emergence Date
    
    
    8Section 1.38
    
    EPBO
    
    
    8Section 1.39
    
    EPCA
    
    
    8




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##### 



PageSection 1.40
    
    Equity Committee
    
    
    8Section 1.41
    
    ERISA
    
    
    8Section 1.42
    
    Final Order
    
    
    8Section 1.43
    
    First Net Liability Transfer
    
    
    9Section 1.44
    
    First Net Liability Transfer Claim
    
    
    9Section 1.45
    
    First Tranche Date
    
    
    9Section 1.46
    
    First Transfer Date
    
    
    9Section 1.47
    
    Freeze Date
    
    
    9Section 1.48
    
    GM
    
    
    9Section 1.49
    
    GM HRP
    
    
    9Section 1.50
    
    GM IUE-CWA Payment
    
    
    9Section 1.51
    
    GM Pension Trust
    
    
    9Section 1.52
    
    GM Proof of Claim
    
    
    9Section 1.53
    
    GM Purchase Order
    
    
    9Section 1.54
    
    GM-Related Parties
    
    
    9Section 1.55
    
    GM Surviving Claims
    
    
    10Section 1.56
    
    Gross Liability
    
    
    10Section 1.57
    
    GSA Consummation Date
    
    
    10Section 1.58
    
    HMO
    
    
    10Section 1.59
    
    IAM
    
    
    10Section 1.60
    
    IAM MOU
    
    
    10Section 1.61
    
    IAM Releasing Parties
    
    
    10Section 1.62
    
    IBEW
    
    
    10Section 1.63
    
    IBEW MOUs
    
    
    10Section 1.64
    
    IBEW Releasing Parties
    
    
    10Section 1.65
    
    Incremental PRP Obligation
    
    
    11Section 1.66
    
    Initial UAW SAP
    
    
    11Section 1.67
    
    IP License
    
    
    11Section 1.68
    
    IRS
    
    
    11Section 1.69
    
    IRS Ruling
    
    
    11Section 1.70
    
    IUE-CWA
    
    
    11Section 1.71
    
    IUE-CWA Benefit Guarantee
    
    
    11Section 1.72
    
    IUE-CWA Benefit Guarantee Term Sheet
    
    
    11Section 1.73
    
    IUE-CWA Buy Down Amount
    
    
    11Section 1.74
    
    IUE-CWA Buy Down Amount Invoice
    
    
    11Section 1.75
    
    IUE-CWA Buy Out Payments
    
    
    11Section 1.76
    
    IUE-CWA MOU
    
    
    11Section 1.77
    
    IUE-CWA-Related Reimbursements
    
    
    12Section 1.78
    
    IUE-CWA Reimbursement Invoice
    
    
    12Section 1.79
    
    IUE-CWA Releasing Parties
    
    
    12Section 1.80
    
    IUE-CWA Retirement Incentives
    
    
    12Section 1.81
    
    IUE-CWA SAP
    
    
    12Section 1.82
    
    IUOE
    
    
    12Section 1.83
    
    IUOE, IBEW and IAM Benefit Guarantee Term Sheet
    
    
    12Section 1.84
    
    IUOE MOUs
    
    
    12Section 1.85
    
    IUOE Releasing Parties
    
    
    12
 ii




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##### 



PageSection 1.86
    
    Labor MOUs
    
    
    12Section 1.87
    
    Liquidity Support Agreement
    
    
    12Section 1.88
    
    Medical Claims Reimbursement Amount
    
    
    13Section 1.89
    
    Medicare Part D Subsidy Receipts
    
    
    13Section 1.90
    
    Non-Represented Employees Releasing Parties
    
    
    13Section 1.91
    
    Non-Represented EPBO
    
    
    13Section 1.92
    
    Non-Represented and Splinter EPBO Payment
    
    
    13Section 1.93
    
    Non-Represented Employees Term Sheet
    
    
    13Section 1.94
    
    Normal Cost
    
    
    13Section 1.95
    
    OPEB
    
    
    13Section 1.96
    
    OPEB Reimbursement Amount
    
    
    13Section 1.97
    
    Ordinary Course Relationship
    
    
    13Section 1.98
    
    Original Agreement
    
    
    13Section 1.99
    
    Outstanding Issues
    
    
    13Section 1.100
    
    Party or Parties
    
    
    13Section 1.101
    
    PBM
    
    
    14Section 1.102
    
    PBO
    
    
    14Section 1.103
    
    Petition Date
    
    
    14Section 1.104
    
    Plan
    
    
    14Section 1.105
    
    Plan Investors
    
    
    14Section 1.106
    
    Preliminary Transferred Asset Amount
    
    
    14Section 1.107
    
    Professional
    
    
    14Section 1.108
    
    Proof of Claim
    
    
    14Section 1.109
    
    PVB
    
    
    14Section 1.110
    
    Reimbursement Period
    
    
    14Section 1.111
    
    Restructuring Agreement
    
    
    14Section 1.112
    
    Retired Splinter EPBO
    
    
    14Section 1.113
    
    SAPs
    
    
    14Section 1.114
    
    Second Net Liability Transfer
    
    
    14Section 1.115
    
    Second Net Liability Transfer Claim
    
    
    15Section 1.116
    
    Second Tranche Date
    
    
    15Section 1.117
    
    Second Transfer Date
    
    
    15Section 1.118
    
    Section 365 Motion
    
    
    15Section 1.119
    
    Separation
    
    
    15Section 1.120
    
    Settlement Dispute
    
    
    15Section 1.121
    
    Splinter Union Employees
    
    
    15Section 1.122
    
    Standard GM Terms
    
    
    15Section 1.123
    
    Transferred Asset Amount
    
    
    15Section 1.124
    
    Transfer Date
    
    
    15Section 1.125
    
    True-up Amount
    
    
    15Section 1.126
    
    UAW
    
    
    16Section 1.127
    
    UAW Benefit Guarantee
    
    
    16Section 1.128
    
    UAW Benefit Guarantee Term Sheet
    
    
    16Section 1.129
    
    UAW Buy Down Payments
    
    
    16Section 1.130
    
    UAW Buy Out Payments
    
    
    16Section 1.131
    
    UAW MOU
    
    
    16
 iii




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##### 



PageSection 1.132
    
    UAW Reimbursement Invoice
    
    
    16Section 1.133
    
    UAW-Related Reimbursements
    
    
    16Section 1.134
    
    UAW Retirement Incentives
    
    
    16Section 1.135
    
    UAW Releasing Parties
    
    
    16Section 1.136
    
    UAW SAP
    
    
    16Section 1.137
    
    UCC
    
    
    16Section 1.138
    
    Unions
    
    
    16Section 1.139
    
    Unsecured Claims
    
    
    17Section 1.140
    
    USW
    
    
    17Section 1.141
    
    USW Benefit Guarantee
    
    
    17Section 1.142
    
    USW Benefit Guarantee Term Sheet
    
    
    17Section 1.143
    
    USW Buy Out Payments
    
    
    17Section 1.144
    
    USW MOUs
    
    
    17Section 1.145
    
    USW-Related Reimbursements
    
    
    17Section 1.146
    
    USW Reimbursement Invoice
    
    
    17Section 1.147
    
    USW Releasing Parties
    
    
    17Section 1.148
    
    USW Retirement Incentives
    
    
    17Section 1.149
    
    Warranty Settlement Agreement
    
    
    18ARTICLE II COMMITMENTS REGARDING OPEB AND PENSION OBLIGATIONS
    
    
    18Section 2.01
    
    The Labor MOUs
    
    
    18Section 2.02
    
    Certain Payments Between GM and Delphi
Relating To Hourly Employee Benefits
    
    
    19Section 2.03
    
    Treatment of Delphis Pension Plans
    
    
    28ARTICLE III OTHER GM CONTRIBUTIONS TO LABOR MATTERS
    
    
    33Section 3.01
    
    Assumption of Labor-Related Obligations
    
    
    34Section 3.02
    
    UAW
    
    
    34Section 3.03
    
    IUE-CWA
    
    
    36Section 3.04
    
    USW
    
    
    39ARTICLE IV RELEASES AND CLAIMS TREATMENT
    
    
    41Section 4.01
    
    Release of GM-Related Parties
    
    
    41Section 4.02
    
    Release of Delphi-Related Parties and the
Delphi Affiliate Parties
    
    
    44Section 4.03
    
    Surviving Claims
    
    
    45Section 4.04
    
    Consideration to be Received by GM
    
    
    47ARTICLE V IMPLEMENTATION
    
    
    48Section 5.01
    
    Bankruptcy Court Filing
    
    
    48Section 5.02
    
    Reasonable Best Efforts
    
    
    48Section 5.03
    
    Actions Concerning Complaint Filed Under Seal
    
    
    48Section 5.04
    
    Delphi Plan Requirements
    
    
    48ARTICLE VI CONDITIONS TO EFFECTIVENESS
    
    
    48Section 6.01
    
    Conditions to Effectiveness
    
    
    48ARTICLE VII MISCELLANEOUS
    
    
    50Section 7.01
    
    Resolution of Pending Setoff Issues
    
    
    50Section 7.02
    
    No Undisclosed Agreements or Commitments
    
    
    50Section 7.03
    
    Termination
    
    
    50Section 7.04
    
    No Offset
    
    
    50
 iv




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##### 



PageSection 7.05
    
    Governing Law; Jurisdiction; Venue
    
    
    50Section 7.06
    
    Dispute Resolution
    
    
    51Section 7.07
    
    Joint Communication Program
    
    
    51Section 7.08
    
    No Solicitation
    
    
    51Section 7.09
    
    Negotiations Not Admissible
    
    
    51Section 7.10
    
    Specific Performance
    
    
    52Section 7.11
    
    Representations and Warranties of the Debtors and GM
    
    
    52Section 7.12
    
    Waiver; Modification; Amendment
    
    
    52Section 7.13
    
    Binding Effect; Assignments
    
    
    52Section 7.14
    
    Third Party Beneficiaries
    
    
    53Section 7.15
    
    Notices
    
    
    53Section 7.16
    
    Waiver of Right to Trial by Jury
    
    
    54Section 7.17
    
    Service of Process
    
    
    54Section 7.18
    
    Interpretation
    
    
    54Section 7.19
    
    Expenses
    
    
    55Section 7.20
    
    Entire Agreement; Parties Intentions; Construction
    
    
    55Section 7.21
    
    Severability
    
    
    55Section 7.22
    
    Headings
    
    
    55Section 7.23
    
    Affiliates
    
    
    56Section 7.24
    
    Counterparts
    
    
    56
 v




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##### 



EXHIBITS
 Exhibit A
    
    Master Restructuring AgreementExhibit B
    
    PHI Protection AgreementExhibit C
    
    Outstanding Delphi Invoices for which GM Has Withheld Payment Due To Outstanding Prepetition ActivitiesExhibit D
    
    Form of Order Authorizing and Approving This AgreementExhibit E
    
    Letter Agreement dated May 12, 2008 Among Delphi and GM Regarding Procedure for Payment of Buy-Down PaymentsExhibit F
    
    Summary of Terms of Series D Preferred Stock




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##### 



AMENDED AND RESTATED GLOBAL SETTLEMENT AGREEMENT
 Agreement Delphi Debtors GM Party Parties
 RECITALS
  (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 will 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 its 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.
  GSA-1




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##### 



GSA-2




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##### 



Exhibit A
 GSA-3




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##### 



2007 Plan
     Original Agreement
  Liquidity Support Agreement
   GSA-4




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##### 



Outstanding Issues
   ARTICLE I
 DEFINITIONS
  2007 Plan 
  Active Splinter EPBO 
  Actual HMO and DHMO Premiums 
  Actual Prescription Drug PBM Rebate Amount 
  Additional Releasing Parties 
 GSA-5




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##### 



 Affiliates 
  Bankruptcy Code 
  Bankruptcy Court 
  Bankruptcy Rules 
  Benefit Guarantees 
  Benefit Guarantee Term Sheets 
  Benefit Transition Period 
  Carrier Administrative Fees 
  Cessation Date 
  Chapter 11 Cases 
  Completion Costs 
  Confirmation Order 
 GSA-6




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##### 



 Consideration 
  Continuing Agreements 
  Covered Employees 
  DAS 
  Debtors     Delphi 
  Delphi Affiliate Parties 
  Delphi HRP 
  Delphi Pension Trust 
  Delphi Plan 
  Delphi PRP 
  Delphi-Related Parties 
  Delphi Surviving Claims 
 GSA-7




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##### 



 DHMO 
  DIP Agent 
  DIP Credit Agreement 
  DIP Lenders 
  Disclosure Statement 
  Effective Date 
  Emergence Date 
  EPBO 
  EPCA 
  Equity Committee 
  ERISA 
  Final Order 
 GSA-8




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##### 



 First Net Liability Transfer 
  First Net Liability Transfer Claim 
  First Tranche Date 
  First Transfer Date 
  Freeze Date 
  GM 
  GM HRP 
  GM IUE-CWA Payment
  GM Pension Trust 
  GM Proof of Claim 
  GM Purchase Order  provided however
  GM-Related Parties 
 GSA-9




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##### 



 GM Surviving Claims 
  Gross Liability 
  GSA Consummation Date 
  HMO 
  IAM 
  IAM MOU 
  IAM Releasing Parties 
  IBEW 
  IBEW MOUs 
  IBEW Releasing Parties 
 GSA-10




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##### 



 Incremental PRP Obligation 
  Initial UAW SAP 
  IP License 
  IRS 
  IRS Ruling 
  IUE-CWA 
  IUE-CWA Benefit Guarantee 
  IUE-CWA Benefit Guarantee Term Sheet 
  IUE-CWA Buy Down Amount 
  IUE-CWA Buy Down Amount Invoice 
  IUE-CWA Buy Out Payments 
  IUE-CWA MOU 
 GSA-11




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##### 



 IUE-CWA-Related Reimbursements 
  IUE-CWA Reimbursement Invoice 
  IUE-CWA Releasing Parties 
  IUE-CWA Retirement Incentives 
  IUE-CWA SAP 
  IUOE 
  IUOE, IBEW and IAM Benefit Guarantee Term Sheet 
  IUOE MOUs 
  IUOE Releasing Parties 
  Labor MOUs 
  Liquidity Support Agreement 
 GSA-12




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##### 



 Medical Claims Reimbursement Amount 
  Medicare Part D Subsidy Receipts 
  Non-Represented Employees Releasing Parties 
  Non-Represented EPBO 
  Non-Represented and Splinter EPBO Payment 
  Non-Represented Employees Term Sheet 
  Normal Cost 
  OPEB 
  OPEB Reimbursement Amount 
  Ordinary Course Relationship 
  Original Agreement 
  Outstanding Issues 
  Party   Parties 
 GSA-13




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##### 



 PBM 
  PBO 
  Petition Date 
  Plan 
  Plan Investors 
  Preliminary Transferred Asset Amount 
  Professional 
  Proof of Claim 
  PVB 
  Reimbursement Period 
  Restructuring Agreement  Exhibit A
  Retired Splinter EPBO 
  SAPs 
  Second Net Liability Transfer 
 GSA-14




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##### 



 Second Net Liability Transfer Claim 
  Second Tranche Date 
  Second Transfer Date 
  Section 365 Motion 
  Separation 
  Settlement Dispute 
  Splinter Union Employees 
  Standard GM Terms 
  Transferred Asset Amount 
  Transfer Date 
  True-up Amount 
 GSA-15




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##### 



 UAW 
  UAW Benefit Guarantee 
  UAW Benefit Guarantee Term Sheet 
  UAW Buy Down Payments 
  UAW Buy Out Payments 
  UAW MOU 
  UAW Reimbursement Invoice 
  UAW-Related Reimbursements 
  UAW Retirement Incentives 
  UAW Releasing Parties 
  UAW SAP 
  UCC 
  Unions 
 GSA-16




---



##### 



 Unsecured Claims 
  USW 
  USW Benefit Guarantee 
  USW Benefit Guarantee Term Sheet 
  USW Buy Out Payments 
  USW MOUs 
  USW-Related Reimbursements 
  USW Reimbursement Invoice 
  USW Releasing Parties 
  USW Retirement Incentives 
 GSA-17




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##### 



 Warranty Settlement Agreement 
 ARTICLE II
 COMMITMENTS REGARDING OPEB AND PENSION OBLIGATIONS
 The Labor MOUs .
      Code ERISA
   GSA-18




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##### 



Certain Payments Between GM and Delphi Relating To Hourly Employee
Benefits .
 Cessation of Delphi OPEB Cessation Date(s) th
 GM Reimbursement for Delphi OPEB Costs
 GSA-19




---



##### 



OPEB Reimbursement Amount Reimbursement Period
 Reimbursement Process
    GSA-20




---



##### 



OPEB Reimbursement Amount Calculation.
 Completion Costs Medical Claims Reimbursement Amount
 Actual HMO and DHMO
Premiums
 Carrier Administrative Fees provided however
 GSA-21




---



##### 



PBM Actual Prescription Drug PBM Rebate Amount
 Medicare Part D Subsidy
Receipts
 provided however
  GSA-22




---



##### 



Health Care Information Sharing Exhibit B
       GSA-23




---



##### 



Post-Retirement Basic Life Insurance Reimbursement
    Delphi Payments for Benefit Avoidance
  GSA-24




---



##### 



provided however provided further
 UAW-Represented Covered Employees provided however provided however
 IUE-CWA Represented Covered Employees
  GSA-25




---



##### 



USW Represented Covered Employees
   GSA-26




---



##### 



Forecasts
 Supporting Documentation
 Delphi Payment for GM Assumption of OPEB for Active and Retired Splinter Union
Employees and Active and Retired Non-Represented Hourly Employees EPBO Non-Represented and Splinter EPBO Payment
   Non-Represented EPBO
 Active Splinter EPBO
 GSA-27




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##### 



Retired Splinter EPBO
 Cessation of Delphi OPEB True-up Obligations
 Audit Rights provided however
 Information List
 Offset
 Treatment of Delphis Pension Plans .
 Pension Freeze
 GSA-28




---



##### 



Freeze
Date provided however
 GM Reimbursement for Certain Delphi Contributions
  IRS
 GSA-29




---



##### 



PPA
 Transfer of Certain Pension-Related Assets and Liabilities
  IRS Ruling IRS Ruling
 Mechanics
  GSA-30




---



##### 



PBO Gross Liability Transferred Asset Amount
 First Tranche Date Second Tranche Date
 Preliminary Transferred Asset
Amount Benefit Transition Period
 True-up
Amount
 GSA-31




---



##### 



First Transfer Date First Net Liability Transfer
 Second Transfer Date Second Net
Liability Transfer
 Delphi Obligation for Delphi Active PRP Participants Incremental PRP Obligation
 PVB
   GSA-32




---



##### 



Description of Delphi Pension Trust Delphi Pension Trust GM Pension
Trust
 Rights to Review Calculations
 Information List
 Offset
 ARTICLE III
 OTHER GM CONTRIBUTIONS TO LABOR MATTERS
  GSA-33




---



##### 



Assumption of Labor-Related Obligations
 UAW .
 UAW SAP
 UAW MOU
 UAW Retirement Incentives
 UAW Buy Out Payments
 UAW Buy Down Payments Exhibit E
 Flowbacks
 Job Opportunities
 Costs of Pre-Retirement Program
 GSA-34




---



##### 



Reimbursement Procedure
 UAW-Related
Reimbursements
   UAW Reimbursement Invoice
 GSA-35




---



##### 



Audit Rights provided however
 Offset
 IUE-CWA .
 IUE-CWA Labor Transformation
 IUE-CWA SAP
 IUE-CWA MOU
 GSA-36




---



##### 



SEPO Opportunities
 IUE-CWA Buy Down Amount
 IUE-CWA Buy Down Amount
 IUE-CWA Buy
Down Amount Invoice
  IUE-CWA Buy Out Payments
 Retirement Incentives
 GM IUE-CWA Payment GM IUE-CWA Payment
 IUE-CWA Claim
 GSA-37




---



##### 



Costs of Pre-Retirement Program
 Reimbursement Procedure
 IUE-CWA-Related Reimbursements
    GSA-38




---



##### 



IUE-CWA Reimbursement Invoice
  Audit Rights provided however
  Offset
 USW .
 USW MOUs
 USW SAP
 USW Buy Out Payments
 GSA-39




---



##### 



Retirement Incentives
 USW Claim
 Costs of Pre-Retirement Program
 Reimbursement Procedure
 USW-Related Reimbursements
   USW Reimbursement Invoice
 GSA-40




---



##### 



Audit Rights
 Offset
 ARTICLE IV
 RELEASES AND CLAIMS TREATMENT
  Release of GM-Related Parties
 GSA-41




---



##### 



The Debtors agree that effective as of the Effective Date, the GM-Related Parties shall be
forever released by the Delphi-Related Parties from any and all claims, debts, obligations, rights,
suits, damages, actions, causes of action, remedies, and liabilities whatsoever (excepting only the
Delphi Surviving Claims), which the Delphi-Related Parties ever had, now have, or hereafter may
have, whether known or unknown, liquidated or unliquidated, contingent or noncontingent, asserted
or unasserted, foreseen or unforeseen, existing as of the Effective Date, in law, at equity, or
otherwise, that are directly or indirectly related to any of the Delphi-Related Parties, including
without limitation claims based in whole or in part upon any act or omission, transaction,
agreement, event, action, or other occurrence taking place or failing to take place on or before
the Effective Date related to (i) the Separation, (ii) any collective bargaining agreements to
which any Delphi-Related Party is now or has been a party, (iii) any agreement or obligation
related to any employees or former employees of the Delphi-Related Parties, (iv) the Chapter 11
Cases, or (v) the formulation, preparation, negotiation, dissemination, confirmation, or
consummation (but not performance) of the Plan, the Disclosure Statement, this Agreement, the Labor
MOUs, the Non-Represented Employees Term Sheet, the UAW SAP, the IUE-CWA SAP, the IP License, the
Warranty Settlement Agreement, or any contract, instrument, or other agreement or document created,
modified, amended, or entered into in connection with any of the foregoing. The releases provided
for in this section 4. 01(a) include any and all claims that any of the Delphi-Related Parties has
or would have been legally entitled to assert in its own right (whether individually or
collectively) and shall be effective against any person or entity (including, without limitation,
any holder of a claim against or equity interest in any of the Delphi-Related Parties) that would
have been legally entitled to assert such claim derivatively or otherwise on behalf of any of the
Delphi-Related Parties.
 The Debtors agree that effective as of the Effective Date, the GM-Related Parties shall be
forever released by the Delphi Affiliate Parties from any and all claims, debts, obligations,
rights, suits, damages, actions, causes of action, remedies, and liabilities whatsoever (excepting
only the Delphi Surviving Claims), which the Delphi Affiliate Parties ever had, now have, or
hereafter may have, whether known or unknown, liquidated or unliquidated, contingent or
noncontingent, asserted or unasserted, foreseen or unforeseen (whether based in whole or in part
upon any act or omission, transaction, agreement, event, action, or other occurrence taking place
or failing to take place on or before the Effective Date) existing as of the Effective Date, in
law, at equity, or otherwise, that are related to (i) the Separation, (ii) any collective
bargaining agreements to which any Delphi-Related Party is now or has been a party, (iii) any
agreement or obligation related to any employees or former employees of the Delphi-Related Parties,
(iv) the Chapter 11 Cases, (v) the formulation, preparation, negotiation, dissemination,
confirmation, or consummation (but not performance) of the Plan, the Disclosure Statement, this
Agreement, the Labor MOUs, the Non-Represented Employees Term Sheet, the UAW SAP, the IUE-CWA SAP,
the IP License, the Warranty Settlement Agreement, or any contract, instrument, or other agreement
or document created, modified, amended, or entered into in connection with any of the foregoing or
(vi) any obligation of the GM Related Parties which is directly related to any obligation which is
being released by the
Delphi-Related Parties pursuant to section 4. 01(a) of this Agreement. The releases provided
for in this section 4. 01(b) include any and all claims that any of the Delphi
 GSA-42




---



##### 



Affiliate Parties
have or would have been legally entitled to assert in its own right (whether individually or
collectively) and shall be effective against any person or entity (including without limitation,
any holder of a claim against or equity interest in any of the Delphi Affiliate Parties) that would
have been legally entitled to assert such claim derivatively or otherwise on behalf of any of the
Delphi Affiliate Parties.
 Any Delphi Plan shall provide (and no modification or supplement thereto shall abrogate
such provision) that effective as of the Emergence Date, the GM-Related Parties shall be forever
released by the Additional Releasing Parties from any and all claims, debts, obligations, rights,
suits, damages, actions, causes of action, remedies, and liabilities whatsoever, which the
Additional Releasing Parties ever had, now have, or hereafter may have, whether known or unknown,
liquidated or unliquidated, contingent or noncontingent, asserted or unasserted, foreseen or
unforeseen, existing as of the Effective Date, in law, at equity, or otherwise, that are directly
or indirectly related to any of the Delphi-Related Parties, including without limitation claims
based in whole or in part upon any act or omission, transaction, agreement, event, action, or other
occurrence taking place or failing to take place on or before the Effective Date related to (i) the
Separation, (ii) any collective bargaining agreements to which any Delphi-Related Party is now or
has been a party, (iii) any agreement or obligation related to any employees or former employees of
the Delphi-Related Parties, (iv) the Chapter 11 Cases, or (v) the formulation, preparation,
negotiation, dissemination, confirmation, or consummation (but not performance) of the Plan, the
Disclosure Statement, this Agreement, the Labor MOUs, the Non-Represented Employees Term Sheet, the
UAW SAP, the IUE-CWA SAP, the IP License, the Warranty Settlement Agreement, or any contract,
instrument, or other agreement or document created, modified, amended, or entered into in
connection with any of the foregoing. The releases provided for in this section 4. 01(c) shall
include any and all claims that any of the Additional Releasing Parties have or would have been
legally entitled to assert in its own right (whether individually or collectively) and shall be
effective against any person or entity that would have been legally entitled to assert such claim
derivatively or otherwise on behalf of any of the Additional Releasing Parties.
 Any Delphi Plan shall extend (and no modification or supplement thereto shall abrogate
such extension) the releases set forth in section 4. 01(a) and (b) of this Agreement through the
Emergence Date.
 Effective as of the effective date of the UAW Benefit Guarantee Term Sheet, the GM-Related
Parties shall be released by the UAW Releasing Parties as set forth in the UAW MOU.
 Effective as of the effective date of the IUE-CWA Benefit Guarantee Term Sheet, the
GM-Related Parties shall be released by the IUE-CWA Releasing Parties as set forth in the IUE-CWA
MOU.
 Effective as of the effective date of the USW Benefit Guarantee Term Sheet, the GM-Related
Parties shall be released by the USW Releasing Parties as set forth in the USW MOUs.
 GSA-43




---



##### 



Effective as of the effective date of the IUOE, IBEW and IAM Benefit Guarantee Term Sheet,
or any liabilities in connection with the IAM or such current or former employees, the GM-Related
Parties shall be released by the IAM Releasing Parties as set forth in the IAM MOU.
 Effective as of the effective date of the IUOE, IBEW and IAM Benefit Guarantee Term Sheet,
the GM-Related Parties shall be released by the IBEW Releasing Parties as set forth in the IBEW
MOUs.
 Effective as of the effective date of the IUOE, IBEW and IAM Benefit Guarantee Term Sheet,
the GM-Related Parties shall be released by the IUOE Releasing Parties as set forth in the IUOE
MOUs.
 Effective as of the effective date of the Non-Represented Employees Term Sheet, the
GM-Related Parties shall be released by the Non-Represented Employees Releasing Parties as set
forth in the Non-Represented Employees Term Sheet.
 The Parties acknowledge that (x) the consideration provided by GM pursuant to this
Agreement, the Labor MOUs, the Non-Represented Employees Term Sheet, the UAW SAP, the IUE-CWA SAP,
the IP License, and the Warranty Settlement Agreement constitutes a substantial contribution to any
Delphi Plan that is necessary to the success of any Delphi Plan, and (y) GM would not have made
this contribution without the releases provided for in this Agreement and to be provided in any
Delphi Plan. The Parties further acknowledge that nothing in the preceding sentence shall give
rise to, or entitle GM to seek or be allowed, any claim against, or consideration from, any entity,
including Delphi, other than as specifically approved by the Bankruptcy Court in the Confirmation
Order and as agreed to by Delphi and GM in this Agreement.
 Release of Delphi-Related Parties and the Delphi Affiliate Parties.
 GM agrees that effective as of the Effective Date, the Delphi-Related Parties shall be
forever released by the GM-Related Parties from any and all claims, debts, obligations, rights,
suits, damages, actions, causes of action, remedies, and liabilities whatsoever (excepting only the
GM Surviving Claims), which the GM-Related Parties ever had, now have, or hereafter may have,
whether known or unknown, liquidated or unliquidated, contingent or noncontingent, asserted or
unasserted, foreseen or unforeseen, existing as of the Effective Date, in law, at equity, or
otherwise, that are directly or indirectly related to any of the Delphi-Related Parties, including
without limitation claims based in whole or in part upon any act or omission, transaction,
agreement, event, action, or other occurrence taking place or failing to take place on or
before the Effective Date related to (i) Separation, (ii) any collective bargaining agreements to
which any Delphi-Related Party is now or has been a party, (iii) any agreement or obligation
related to any employees or former employees of the Delphi-Related Parties, (iv) the Chapter 11
Cases, or (v) the formulation, preparation, negotiation, dissemination, confirmation, or
consummation (but not performance) of any Delphi Plan, the Disclosure Statement, this Agreement,
the Labor MOUs, the Non-Represented Employees Term
 GSA-44




---



##### 



Sheet, the UAW SAP, the IUE-CWA SAP, the IP
License, the Warranty Settlement Agreement, or any contract, instrument, or other agreement or
document created, modified, amended, or entered into in connection with any of the foregoing. The
releases provided for in this section 4. 02(a) shall include any and all claims that any of the
GM-Related Parties have or would have been legally entitled to assert in its own right (whether
individually or collectively) and shall be effective against any person or entity that would have
been legally entitled to assert such claim derivatively or otherwise on behalf of any of the
GM-Related Parties.
 GM agrees that effective as of the Effective Date, the Delphi Affiliate Parties shall be
forever released by the GM-Related Parties from any and all claims, debts, obligations, rights,
suits, damages, actions, causes of action, remedies, and liabilities whatsoever (excepting only the
GM Surviving Claims), which the GM-Related Parties ever had, now have, or hereafter may have,
whether known or unknown, liquidated or unliquidated, contingent or noncontingent, asserted or
unasserted, foreseen or unforeseen, (whether based in whole or in part upon any act or omission,
transaction, agreement, event, action, or other occurrence taking place or failing to take place on
or before the Effective Date, existing as of the Effective Date,) in law, at equity, or otherwise,
that are related to (i) the Separation, (ii) any collective bargaining agreements to which any
Delphi-Related Party is now or has been a party, (iii) any agreement or obligation related to any
employees or former employees of the Delphi-Related Parties, (iv) the Chapter 11 Cases, (v) the
formulation, preparation, negotiation, dissemination, confirmation, or consummation (but not
performance) of any Delphi Plan, the Disclosure Statement, this Agreement, the Labor MOUs, the
Non-Represented Employees Term Sheet, the UAW SAP, the IUE-CWA SAP, the IP License, the Warranty
Settlement Agreement, or any contract, instrument, or other agreement or document created,
modified, amended, or entered into in connection with any of the foregoing, or (vi) any obligation
of the Delphi Affiliate Parties which is directly related to any obligation which is being released
by GM pursuant to section 4. 02(a) of this Agreement. The releases provided for in this section
4. 02(b) include any and all claims that any of the GM-Related Parties have or would have been
legally entitled to assert in its own right (whether individually or collectively) and shall be
effective against any person or entity (including without limitation, any holder of a claim against
or equity interest in any of the GM-Related Parties) that would have been legally entitled to
assert such claim derivatively or otherwise on behalf of any of the GM-Related Parties.
 Without limiting any of the foregoing releases contained in Article IV, GM agrees that
effective as of the Effective Date, Delphi and Delphi Canada Inc. shall be released by GM and
General Motors of Canada Limited from any and all claims, debts, obligations, rights, suits,
damages, actions, causes of action, remedies, and
liabilities which GM and General Motors of Canada Limited may have arising out of or related
to the separation of leased employees from the Oshawa facility as contemplated in the Oshawa Labour
and Management Services Agreement entered into as of May 1, 2000, by and among Delphi Canada Inc.
and General Motors of Canada Limited.
 Surviving Claims.
 GSA-45




---



##### 



Each release by a Delphi-Related Party or Delphi Affiliate Party of the GM-Related Parties
pursuant to section 4.01 of this Agreement shall not release the GM-Related Parties from any claims
arising in connection with the Ordinary Course Relationship, the Continuing Agreements, any rights,
remedies, claims, or interests arising under agreements entered into between the Parties subsequent
to the execution of this Agreement, and rights, remedies, claims, or interests that such
Delphi-Related Party or Delphi Affiliate Party may be expressly receiving or expressly retaining
pursuant to this Agreement, the Labor MOUs, the Non-Represented Employees Term Sheet, the UAW SAP,
the IUE-CWA SAP, the IP License, the Liquidity Support Agreement or the Warranty Settlement
Agreement on or after the Effective Date (collectively, the  Delphi Surviving Claims ).
 (i) Each GM-Related Partys release of the Delphi-Related Parties or Delphi Affiliate
Parties pursuant to section 4.02 of this Agreement and the Plan shall not release (A) the
Delphi-Related Parties from: (1) claims that arose in connection with the Ordinary Course
Relationship; provided , however , that asserted claims arising from an Ordinary
Course Relationship that are specifically identified in Section II of the GM Proof of Claim shall
not survive except those in an amount that shall not exceed $8,000,869.04 in the aggregate for all
such claims; provided further , however , that any payments by Delphi to GM
with respect to any such claims shall be subject to either the Parties reaching agreement with
respect to the issues related thereto or a judicial determination requiring Delphi to make such
payments; (2) claims arising in connection with the Financial Services Supply Agreement and the
Energy Services Agreement that are specifically identified in Sections III (b) and (c) of the GM
Proof of Claim, which shall be deemed an allowed claim in the amount of $448,245.28 for all such
claims and shall be paid in full in cash on the Effective Date; (3) claims that arose in connection
with the Assignment and Assumption Agreement  Industrial Revenue Bonds (as defined in the
Restructuring Agreement) that are specifically identified in Section XII(b) of the GM Proof of
Claim; provided , however , that any payments by Delphi to GM with respect to any
such claims shall be subject to either the Parties reaching agreement with respect to the issues
related thereto or a judicial determination requiring Delphi to make such payments; (4) claims
asserted in Section XI of the GM Proof of Claim with respect to tax matters; provided further , however , that any payments by Delphi to GM with respect to any such claims
shall be subject to either the Parties reaching agreement with respect to the issues related
thereto or a judicial determination requiring Delphi to make such payments; and (5) any
postpetition claims arising under Continuing Agreements or pursuant to the Ordinary Course
Relationship, (B) the Delphi Affiliate Parties from any claims arising in connection with the
Continuing Agreements or the Ordinary Course Relationship,
provided that such claims as are identified in the GM Proof of Claim shall also be released
with respect to the Delphi Affiliate Parties except to the extent that such parties are also liable
for claims in the GM Proof of Claim described in subsections (A)(1), (3), (4) and (5) above but
such liability shall not increase the aggregate claims cap established in (A)(1) above, (C) any
rights, remedies, claims, or interests that such GM-Related Party may be expressly receiving or
expressly retaining pursuant to the Plan, this Agreement, the Labor MOUs, the Non-Represented
Employees Term Sheet, the IP License, the Liquidity Support Agreement or the Warranty Settlement
Agreement, or (D) any rights, remedies, claims, or interests arising under agreements entered into
between the Parties subsequent to the
 GSA-46




---



##### 



execution of this Agreement (collectively, the  GM
Surviving Claims ) and (ii) the Plan and Confirmation Order shall expressly provide that the GM
Surviving Claims are reinstated pursuant to Bankruptcy Code section 1124 and are not discharged
pursuant to the Plan or the Confirmation Order subject to the subsequent allowance of the surviving
portion of the GM Proof of Claim as to which the rights of the Delphi-Related Parties and Delphi
Affiliate Parties are reserved.
 Consideration to be Received by GM.
  provided however First Net
Liability Transfer Claim
 Second Net Liability Transfer
Claim
 GM Unsecured Claim provided however pari passu
 Exhibit F provided however
 GSA-47




---



##### 



pari passu
   ARTICLE V
 IMPLEMENTATION
 Bankruptcy Court Filing .
 Reasonable Best Efforts .
 Actions Concerning Complaint Filed Under Seal .
 Delphi Plan Requirements .
 ARTICLE VI
 CONDITIONS TO EFFECTIVENESS
 Conditions to Effectiveness .
 GSA-48




---



##### 



Exhibit D
 provided however
 provided however provided further however provided however
 GSA-49




---



##### 



ARTICLE VII
 MISCELLANEOUS
 Resolution of Pending Setoff Issues . Exhibit C
 No Undisclosed Agreements or Commitments .
 Termination .
   No Offset .
 Governing Law; Jurisdiction; Venue .
 GSA-50




---



##### 



Dispute Resolution .
 Joint Communication Program .
 No Solicitation .
 Negotiations Not Admissible .
 GSA-51




---



##### 



Specific Performance .
 Representations and Warranties of the Debtors and GM .
  provided however
   Waiver; Modification; Amendment .
 Binding Effect; Assignments .
 GSA-52




---



##### 



Third Party Beneficiaries .
 Notices .
  
  
  
 GSA-53




---



##### 



Waiver of Right to Trial by Jury .
 Service of Process .
 Interpretation.
  Reserved
 GSA-54




---



##### 



$
  Expenses .
 Entire Agreement; Parties Intentions; Construction .
 Severability .
 Headings .
 GSA-55




---



##### 



Affiliates .
 Counterparts .
  GSA-56




---



##### 



IN WITNESS WHEREOF
 DELPHI CORPORATION,
    
    
    
    GENERAL MOTORS CORPORATIONincluding on behalf of its
Debtor subsidiaries and Debtor
AffiliatesBy:
    
    /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
 GSA-57




---



##### 



Exhibit A
  
 1




---



##### 



PHI Protection Agreement
 Recitals
 1.
    
    Delphi Corporation (Delphi) has established, sponsors, and maintains a group health plan
called the Delphi Health Care Program for Hourly Employees (the Hourly Health Care Plan).2.
    
    The Hourly Health Care Plan is subject to the Privacy and Security Rules promulgated under
the Health Insurance Portability and Accountability Act of 1996 (HIPAA), which regulates the
disclosure of protected health information and electronic PHI (ePHI) as defined under
HIPAA (collectively PHI).3.
    
    As part of a broader Settlement Agreement relating to Delphis emergence from Chapter 11,
General Motors Corporation (GM) has agreed to reimburse Delphi for certain Hourly Health
Care Plan benefits Delphi has paid and provide post-retirement medical benefits for certain
Delphi retirees.4.
    
    As a result, GM requires access to certain information, including information which may be
deemed PHI, relating to certain Delphi retirees.5.
    
    Delphi and the Hourly Health Care Plan are required to take appropriate actions to protect
PHI.6.
    
    Delphi, the Hourly Health Care Plan, and GM desire that the parties provide appropriate
safeguards for PHI that GM receives from Delphi in connection with reimbursing Delphi for the
referenced benefits and providing post-retirement medical benefits for Delphi retirees.7.
    
    This Agreement is being entered into with the intent to comply with all applicable laws.9.
    
    This Agreement is supported by the consideration underlying the Settlement Agreement.
 Terms
 1. Duties of GM
 A.
    
    To the extent GM obtains PHI in connection with reimbursing Delphi for or
providing Delphi retirees the referenced benefits, GM will take the actions necessary
to comply with the applicable legal requirements, including HIPAA and the Privacy and
Security Rules promulgated thereunder, see 45 C.F.R. Parts 160, 162, to safeguard any
such PHI. GM may not use or disclose such PHI in a manner that, if done by Delphi,
the Hourly Health Care Plan, or any Business Associates (as defined under HIPAA) of
Delphi, would violate HIPAA (i.e., GM is subject to the same




---



##### 



restrictions on use and disclosure of PHI as Delphi and the Hourly Health Care
Plan).B.
    
    Consistent with the above duties, GM will:
 (1)
    
    identify and inform Delphi or the Hourly Health Care Plan of
the minimum necessary PHI that is needed;(2)
    
    not use or further disclose such PHI other than as permitted
or required by the Settlement Agreement or as required by law;(3)
    
    use appropriate safeguards to prevent the use or disclosure
of such PHI to which GM has access by virtue of the Settlement Agreement, this
Agreement, or as permitted by applicable law;(4)
    
    as soon as reasonably practicable, but in no event more than
five (5) days following such occurrence, report to Delphi or the Hourly Health
Care Plan any impermissible use or disclosure of such PHI of which GM becomes
aware;(5)
    
    mitigate, to the extent practicable, any harmful effect that
is known to GM of a use or disclosure of such PHI in violation of the
requirements of this Agreement or applicable law;(6)
    
    ensure that any agents or subcontractors to whom GM
appropriately provides such PHI to which GM has access by virtue of the
Settlement Agreement agrees to the same restrictions and conditions that apply
to GM with respect to such PHI;(7)
    
    within thirty (30) days of receipt of Delphi or the Hourly
Health Care Plans written request, make available to Delphi or the Hourly
Health Care Plan, as applicable, such PHI in accordance with rules regarding
access of individuals to information under 45 CFR §164.524;(8)
    
    within sixty (60) days of Delphi or the Hourly Health Care
Plans written request, amend, as applicable, such PHI requiring amendment in
accordance with the requirements under 45 CFR §164.526;(9)
    
    document disclosures of such PHI and information related to
such disclosures as may be required for Delphi, or the Hourly Health Care
Plan, as applicable, to respond to a request by an Enrollee for an accounting
of disclosures of such PHI in accordance with 45 CFR §164.528;(10)
    
    within thirty (30) days from receipt of Delphi or the Hourly
Health Care Plans written request make available to Delphi or the Hourly
Health Care Plan, as applicable, an accounting of disclosures of such PHI in
accordance with 45 CFR §164.528; and(11)
    
    make GMs internal practices, books, and records relating to
the use and disclosure of PHI received from, or created/received by GM on
behalf of Delphi or the Hourly Health Care Plan available to the HHS Secretary
for the purposes of determining Delphis or the Hourly Health Care Plans
compliance with HIPAA; provided, however, that in such event GM will
immediately notify Delphi or
 2




---



##### 



the Hourly Health Care Plan upon receipt or notice of any request by the
Secretary to conduct an investigation with respect to such PHI received
from Delphi or the Hourly Health Care Plan.
 C.
    
    GM represents that it:
 (1)
    
    has in place administrative, physical, and technical
safeguards that reasonably and appropriately protect the confidentiality,
integrity, and availability of any ePHI that it creates, receives, maintains,
or transmits on behalf of Delphi as required by the Security Rule under HIPAA;(2)
    
    will ensure that any agent, including a subcontractor, to
whom GM provides such ePHI agrees to implement reasonable and appropriate
safeguards to protect it; and(3)
    
    will report to Delphi any security incident of which GM
becomes aware in accordance with the Security Rule under HIPAA.
 2. Permitted Uses and Disclosures
 A.
    
    GM may use and disclose PHI to perform its obligations under the Settlement
Agreement to the extent that such use and disclosure is permitted by HIPAA.B.
    
    GM may, if necessary, use and disclose PHI for the proper management and
administration of GMs business or to carry out its legal responsibilities;
provided, however, that:
 (1)
    
    the disclosure must be required bylaw; or(2)
    
    GM must obtain reasonable assurances from the person to whom
the information is disclosed that it will be held confidentially and used or
further disclosed only as required by law or for the purpose for which it was
disclosed to the person and the person notifies GM if confidentiality of the
information has been breached.
 C.
    
    GM may:
 (1)
    
    disclose PHI to authorized employees of Delphi and as
permitted under HIPAA, including, but not limited to, the disclosure of
eligibility information to Delphi (acting as plan sponsor) and its delegates
and Claims data to the Hourly Health Care Plan;(2)
    
    obtain and use PHI which GM receives from Delphi, the Hourly
Health Care Plan, or Delphis Business Associates in order to perform its
obligations under the Settlement Agreement;(3)
    
    disclose PHI to Delphis or to GMs Business Associates as
appropriate; and(4)
    
    use in conjunction with and disclose PHI to duly authorized
representatives of Enrollees (e.g., Union Benefits Representatives) in
relation to Claims.
 3




---



##### 



3. GM Written Assurance
 Upon ten (10) business days prior written notice to GM, GM will provide Delphi or the
Hourly Health Care Plan and their representatives with appropriate written assurances to
verify GMs compliance with the privacy and security requirements outlined in this
Agreement.
 4. Survival
 The provisions of this Agreement will survive termination of the Settlement Agreement.
  DELPHI CORPORATION
    
    
    
    GENERAL MOTORS CORPORATIONBy:
    
    
    
    
    
    By:Name:
    
    
    
    
    
    Name:(printed)
    
    
    
    
    
    (printed)Title:
    
    
    
    
    
    Title:Date:
    
    
    
    
    
    Date:
 4




---



##### 



Exhibit C
 Division
    
    PD Number
    
    PO Amount

    
    Invoice No.

    
    Invoice Date
    
    Invoice AmountT&I
    
    0W9J008
    
    
    2,342,610.00
    
    
    
    97137408
    
    
    11/30/2006
    
    
    2,029,777.71T&I
    
    ONHX00P
    
    
    761,100.00
    
    
    
    97224590
    
    
    12/18/2006
    
    
    761,100.00T&I
    
    DTG001NZ
    
    
    1,536,500.00
    
    
    
    97426960
    
    
    01/31/2007
    
    
    1,536,500.00E&S
    
    19LJ00GF
    
    
    1,500,000.00
    
    
    
    97265917
    
    
    12/23/06
    
    
    1,500,000.00S
    
    06HT02RD
    
    
    2,134,661.00
    
    
    
    5784
    
    
    03/27/07
    
    
    2,134,661.00T&I
    
    0K9B001G
    
    
    1,910,000.00
    
    
    
    97845829
    
    
    04/19/07
    
    
    1,576,266.37T&I
    
    153G000C
    
    
    316,125.00
    
    
    
    98303090
    
    
    07/31/07
    
    
    316,125.00S
    
    09P1004B
    
    
    2,531,351.73
    
    
    
    5826
    
    
    06/29/07
    
    
    2,531,351.73
 1




---



##### 



UNITED STATES BANKRUPTCY COURTSOUTHERN DISTRICT OF NEW YORKx:In re
    
    :
    
    Chapter 11:DELPHI CORPORATION, et al.,
    
    :
    
    Case No. 05-44481 (RDD):Debtors.
    
    :
    
    (Jointly Administered):x
 MASTER RESTRUCTURING AGREEMENT




---



##### 



2




---



##### 



Exhibit A Exhibit B 1
 
 1
    
    Capitalized terms not defined herein shall have the
meaning ascribed to such term in the Amended GSA 3




---



##### 



4




---



##### 



provided however provided further
 5




---



##### 



Dated:
    
    New York, New YorkSeptember ___, 2008UNITED STATES BANKRUPTCY JUDGE
 6




---



##### 



DELPHI CORPORATION
5725 DELPHI DRIVE
TROY, MI 48098
  
 Re:
    
    Procedure for Payment of Buy Down Payments to UAW Workers at
Divested Units under the Global Settlement Agreement between Delphi
Corporation and General Motors Corporation (the GSA)




---



##### 



DELPHI CORPORATIONBy:
    
    /s/ John D. SheehanIts:
    
    Vice President & Chief
Restructuring Officer
 ACCEPTED AND AGREED:GENERAL MOTORS CORPORATIONBy:
    
    /s/ Michelle ScheerIts:
    
    Director, Business DevelopmentCc:
    
    Sean CorcoranKeith StippFred FrommCharlie Christman




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Summary of Terms of Series D Preferred Stock
 Set forth below is a summary of indicative terms for the preferred stock of Delphi Corporation
to be issued to General Motors Corporation pursuant to a Plan of Reorganization of Delphi
Corporation under chapter 11 of the Bankruptcy Code. No party shall be bound by the terms hereof
and only execution and delivery of definitive documentation relating to the transaction shall
result in any binding or enforceable obligations of any party relating to the transaction.
 Issuer:
    
    Delphi Corporation (the Company), a corporation
organized under the laws of Delaware and a successor
to Delphi Corporation, as debtor in possession in the
chapter 11 reorganization case (the Bankruptcy
Case) pending in the United States Bankruptcy Court
for the Southern District of New York.Series D Preferred
Stock Holder:
    
    General Motors Corporation (GM).Securities to be Issued:
    
    Shares of Series D Convertible
Preferred Stock, par value $0.01 per
share, (the Series D Preferred
Stock) with an aggregate initial
stated value determined in accordance
with Section 4.04(c) of the Restated
Global Settlement Agreement (such
amount plus the amount of all accrued
PIK Dividends, the Stated Value).
Delphi may pay cash to GM to reduce
the number of shares issued at a
price equal to the Stated Value per
share.Mandatory Conversion into 
Common Stock:
    
    The Company shall convert into Common
Stock all, but not less than all, of
the Series D Preferred Stock on the
fifth business day following the date
the Mandatory Conversion Requirements
are satisfied (but in no event
earlier than the third anniversary of
the effective date of the Plan) at
the Conversion Price (as defined
below) of the Series D Preferred
Stock in effect on such conversion
date.The Mandatory Conversion
Requirements set forth in this
section are as follows: (i) the
closing price for the Common Stock
for at least 35 trading days in the
period of 45 consecutive trading days
immediately preceding the date of the
notice of conversion shall be equal
to or greater than a price per share
equal to 138% of the Conversion Price
and (ii) the Company has at the
conversion date an effective shelf
registration covering resales of the
shares of Common Stock received upon
such conversion of the Series D
Preferred Stock.The Company will provide the Series D
Preferred Stock Holder with notice of
conversion at least five (5) business
days prior to the date of conversion.The Series D Preferred Stock Holder
will agree not to take any action to
delay or prevent such registration
statement from becoming effective.




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Liquidation Preference:
    
    In the event of any liquidation,
dissolution or winding up of the
Company, whether voluntary or
involuntary, each share of Series D
Preferred Stock shall receive, out of
legally available assets of the
Company, a preferential distribution
in cash in an amount equal to the
Stated Value plus any unpaid Dividend
Participation to which it is entitled
or, if greater, the amount it would
receive upon conversion to Common
Stock immediately prior to such
liquidation. Consolidation or merger
or sale of all or substantially all
of the assets of the Company shall
not be a liquidation, dissolution or
winding up of the Company.Change of Control:
    
    In a merger or consolidation or a
sale of the Company involving a
change of control of the Company, the
Series D Preferred Stock will be
converted into the greater of (i) the
consideration applicable to the
Common Stock on an as converted basis
(or a preferred security of
equivalent economic value) and (ii)
the Stated Value plus any unpaid
Dividend Participation as to which it
is entitled, for consideration
payable in cash or marketable
securities.Ranking:
    
    Senior to all other equity securities
of Delphi and its subsidiaries issued
pursuant to its Plan of
Reorganization (the Plan) with
respect to any distributions upon
liquidation, dissolution or winding
up of the Company. Senior to Common
Stock with respect to any
distributions upon liquidation,
dissolution, winding up of the
Company. The Company shall be
permitted to issue new capital stock
after the Effective Date of its Plan
that is senior to or pari passu with
the Series D Preferred Stock with
respect to distributions upon
liquidation, dissolution or winding
up and other rights.While any bankruptcy event is
pending: (i) there shall be no
dividends or other distributions on
shares of Common Stock or other
securities that do not, by their
terms, rank senior to or pari passu
with the Series D Preferred Stock
(Junior Stock) or any purchase,
redemption, retirement or other
acquisition for value or other
payment in respect of Junior Stock
unless the Series D Preferred Stock
is paid its Stated Value plus any
dividends to which it is entitled in
full; and (ii) there shall be no such
dividends, distributions, purchases,
redemptions, retirement, acquisitions
or payments on Junior Stock in each
case in cash unless the Series D
Preferred Stock has first been paid
in full in cash its Stated Value plus
any unpaid Dividend Participation to
which it is entitled.Conversion of Preferred
Stock into Common Stock:
    
    Each share of Series D Preferred
Stock shall be convertible at any
time, without any payment by the
Series D Preferred Stock Holder, into
a number of shares of Common Stock
equal to (i) the Stated Value divided
by (ii) the Conversion Price. The
Conversion Price shall initially be
equal to the plan value per share as
set forth in the Plan or applicable
Disclosure Statement, subject to
adjustment from time to time pursuant
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to the anti-dilution provisions of
the Series D Preferred Stock (as so
adjusted, the Conversion Price).
The anti-dilution provisions will
contain customary provisions with
respect to stock splits, combinations
and stock dividends and customary
weighted average anti-dilution
provisions in the event of, among
other things, the issuance of rights,
options or convertible securities
with an exercise or conversion or
exchange price below the Conversion
Price, the issuance of additional
shares at a price less than the
Conversion Price and other similar
occurrences. If a Fundamental
Change occurs (i.e., merger,
consolidation, asset sale, etc.) in
which all or substantially all Common
Stock is exchanged for or converted
into stock, other securities, cash or
assets, the Series D Preferred Stock
has the right upon any subsequent
conversion to receive the kind and
amount of stock, other securities,
cash and assets that it would have
received if it had been converted
immediately prior thereto. Any
unpaid Dividend Participation to
which the Series D Preferred Stock is
entitled shall be paid upon any such
conversion.Any Series D Preferred Stock held by
GM or its affiliates that is
converted into Common Stock, whether
pursuant to this section or the
section entitled Mandatory
Conversion into Common Stock, shall
be converted into shares of Common
Stock which, so long as such shares
are held by GM or its affiliates,
cannot be voted other than with
respect to a merger, consolidation or
sale of the Company involving a
change in control of the Company (a
Change of Control Transaction) in
which the consideration to be paid
for all Common Stock, including such
shares of Common Stock held by GM or
its affiliates, is not (i) equal to
or greater than the Stated Value
(subject to adjustment to reflect any
stock splits or stock combinations
effecting such shares of Common
Stock) and (ii) paid in full in cash
(the Stated Consideration);
provided,  that upon the transfer by
GM or its affiliates of such Common
Stock to a transferee that is not GM
or an affiliate of GM, the
restriction on voting such Common
Stock shall no longer apply.Dividends:
    
    After the third anniversary of
issuance of the Series D Preferred
Stock, a preferred dividend shall
accrue on a quarterly basis at a rate
of 5% per annum on the Stated Value
as in effect from time to time (the
PIK Dividend). The PIK Dividend
shall be added to the Stated Value as
it accrues each quarter, in arrears.In addition, if any dividends are
declared and paid on the Common
Stock, each share of Series D
Preferred Stock shall be entitled to
receive the dividends that would have
been payable on the number of shares
of Common Stock that would have been
issued with respect to such share had
it been converted into Common Stock
immediately prior to the record date
for such dividend (Dividend
Participation). At such time as the
Company has declared and paid four
consecutive quarterly cash
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dividends
on Common Stock and paid the Dividend
Participation in full on the Series D
Preferred Stock, the Series D
Preferred Stock shall no longer be
entitled to Dividend Participation.Voting Rights:
    
    The Series D Preferred Stock and any
shares of Common Stock issued in
connection with a mandatory
conversion of Series D Preferred
Stock, so long as such shares are
held by GM or any of its affiliates
(the GM Common Stock) will not have
any voting rights, except with
respect to a Change of Control
Transaction in which the
consideration to be paid to all
Common Stock, including the Common
Stock into which the Series D
Preferred Stock is convertible, is
not at least equal to the Stated
Consideration; provided, that nothing
shall prohibit the Series D Preferred
Stock or GM Common Stock from being
voted in any manner to the extent
required by Section 242(b)(2) of the
Delaware General Corporation Law.
With respect to such a transaction,
each share of Series D Preferred
Stock or GM Common Stock shall be
entitled to a number of votes equal
to the votes that it would otherwise
have on an as converted basis.Upon a Transfer by GM or its
affiliates of the Series D Preferred
Stock to someone other than GM or its
affiliates in which there is no
automatic conversion into Common
Stock, as provided below under
Transferability, the Series D
Preferred Stock will vote, on an as
converted basis, together with the
holders of the Common Stock, on all
matters submitted to the holders of
Common Stock. For the avoidance of
doubt, upon a Transfer by GM or its
affiliates of the Series D Preferred
Stock to someone other than GM or its
affiliates in which there is an
automatic conversion into Common
Stock, as provided below under
Transferability, the Common Stock
shall have the same voting rights as
any other Common Stock.Transferability:
    
    The Series D Preferred Stock shall be
transferred in accordance with this
section.Upon any direct or indirect sale,
transfer, assignment, pledge or other
disposition, (including a series of
related direct or indirect sales,
transfers, assignments, pledges or
other dispositions, defined as a
Transfer) of any Series D Preferred
Stock (other than a Transfer to an
affiliate of GM or any Transfer
completed at a time when there is a
pending acceleration under the
Companys exit financing facility or
any refinancing thereof), such
Transferred Series D Preferred Stock
shall automatically be converted into
Common Stock at the then applicable
Conversion Price.The Series D Preferred Stock may not
be Transferred by GM or its
affiliates to any person if such
Transfer would result in such person
having beneficial ownership of 15% or
greater of the Common Stock on
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an as
converted basis. In addition, GM or
its affiliates may not Transfer
Series D Preferred Stock (i)
exceeding 10% of the Common Stock on
an as converted basis to any one
person, including any affiliates of
such person, or any one group (as
defined in Section 13(d)(3) of the
Securities Exchange Act of 1934, as
amended) or (ii) without the prior
written consent of the Company, not
to be unreasonably withheld, to any
one person, including any affiliates
of such person, who has filed a
Schedule 13D with the Securities and
Exchange Commission with respect to
the Company.Amendments:
    
    No provision of the certificate of
designations for the Series D
Preferred Stock may be repealed or
amended in any respect unless such
repeal or amendment is approved by
the affirmative vote of the holders
of a majority in aggregate Stated
Value of the then outstanding Series
D Preferred Stock.Registration Rights:
    
    GM and its affiliates, assignees or
transferees of Registrable Securities
(as defined below) (so long as such
person holds Registrable Securities)
(collectively, the Holders) shall
be entitled to registration rights as
set forth below. Except as set forth
below, the registration rights shall
be substantially similar to the
registration rights previously agreed
to by the Company and GM as set forth
in the previously negotiated
registration rights agreement (the
Prior RRA).Required Registration: The Resale
Registration Statement (as defined
in the Prior RRA) shall not be
required to be filed prior to the
date that is seven (7) days after the
later of (i) the effective date of
the Plan and (ii) the filing of the
2008 Form 10-K. The Company shall use
its reasonable best efforts to cause
such Resale Registration Statement to
be declared effective within thirty
(30) days after filing.Demand Registrations. The Holders
shall be entitled to an aggregate of
three (3) demand registrations with
respect to Registrable Securities;
provided that following the time that
the Company is eligible to use Form
S-3, the Holders shall be entitled to
an unlimited number of demand
registrations with respect to
Registrable Securities. Any demand
registration may, at the option of
the Holder, be a shelf registration
pursuant to Rule 415 under the
Securities Act of 1933 if the Company
is at such time eligible to use Form
S-3. All registrations will be
subject to customary windows no
less restrictive to the Company than
those set forth in the Prior RRA.Piggyback Registrations. The Holders
shall be entitled to unlimited
piggyback registration rights with
respect to Registrable Securities as
set forth in the Prior RRA, subject
to customary cut-back provisions.Registrable Securities.  Registrable
Securities shall mean and include
 5




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##### 



any shares of Series D Preferred
Stock, any shares of Common Stock
issuable upon conversion of the
Series D Preferred Stock, any other
shares of Common Stock (including
after acquired shares of Common
Stock) and any additional securities
issued or distributed by way of a
dividend or other distribution in
respect of any such securities, in
each case, held by any Holder;
provided, that as to any Registrable
Securities, such securities will
cease to constitute Registrable
Securities upon the earliest to occur
of: (i) the date on which such
securities are disposed of pursuant
to an effective registration
statement under the Securities Act;
(ii) the date on which such
securities are distributed to the
public pursuant to Rule 144 (or any
successor provision) under the
Securities Act; (iii) the date on
which such securities have been
transferred to any Person other than
a Holder; (iv) the date on which such
securities cease to be outstanding;
and (v) for so long as such
securities may be transferred without
restriction as to volume pursuant to
Rule 144.Expenses. All registrations shall be
at the Companys expense (except
underwriting fees, discounts, stock
transfer taxes and commissions
applicable to the sale of Registrable
Securities and all fees and expenses
of more than one counsel representing
Holders selling Registrable
Securities, which shall be paid by
the selling Holders), including,
without limitation, all fees and
expenses of one (but not more than
one) counsel for any Holders selling
Registrable Securities in connection
with any such registration, as set
forth in the Prior RRA
 6