Exhibit 10(hh)
 Confidential Treatment Requested by General Motors Company
Pursuant to the Freedom of Information Act
 Amendment No. 8 to Amended and Restated GM-Delphi Agreement
 Amendment No. 8 Amendment  Borrower Guarantor Guarantors Case Cases GM
 RECITALS:
 WHEREAS GM-Delphi Agreement
 WHEREAS
 WHEREAS
 NOW, THEREFORE
 Defined Terms
 Amendments
 Definition of Sale Order Condition
 Milestones




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Conditions to Effectiveness of this Amendment Effective Date
 Execution of Amendment
 Documents and Certificates
 No Default
 Fees and Expenses
 Representations and Warranties
 Continuing Effect; Guaranties
   2




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Expenses
 Choice of Law
 Counterparts
 Integration
 Severability
 Waiver of Jury Trial
 [Signature Pages Follow]
 3




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BORROWER
DELPHI CORPORATIONBy:
    /s/ John D. SheehanName:
    John D. SheehanTitle:
    Vice President and Chief Financial Officer Signature
Page to Amendment No. 8 to Amended & Restated GM-Delphi
Agreement




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GUARANTORS:
DELPHI AUTOMOTIVE SYSTEMS (HOLDING), INC., 
a Delaware corporationBy:
    /s/ John D. SheehanName:
    John D. SheehanTitle:
    PresidentDELPHI AUTOMOTIVE SYSTEMS GLOBAL (HOLDING), INC.,
a Delaware corporationBy:
    /s/ John D. SheehanName:
    John D. SheehanTitle:
    PresidentDELPHI AUTOMOTIVE SYSTEMS LLC,
a Delaware limited liability companyBy:
    /s/ John D. SheehanName:
    John D. SheehanTitle:
    Vice President & Chief Financial
OfficerDELPHI AUTOMOTIVE SYSTEMS RISK MANAGEMENT CORP.,
a Delaware corporationBy:
    /s/ John D. SheehanName:
    John D. SheehanTitle:
    Vice President & Treasurer Signature
Page to Amendment No. 8 to Amended & Restated GM-Delphi
Agreement




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DELPHI FOREIGN SALES CORPORATION,
a Virgin Islands corporationBy:
    /s/ John D. SheehanName:
    John D. SheehanTitle:
    ControllerDELPHI INTERNATIONAL HOLDINGS CORP.,
a Delaware corporationBy:
    /s/ John D. SheehanName:
    John D. SheehanTitle:
    PresidentDELPHI LIQUIDATION HOLDING COMPANY,
a Delaware corporationBy:
    /s/ John D. SheehanName:
    John D. SheehanTitle:
    PresidentDELPHI LLC,
a Delaware limited liability companyBy:
    /s/ John D. SheehanName:
    John D. SheehanTitle:
    PresidentDELPHI NY HOLDING CORPORATION,
a New York corporationBy:
    /s/ John D. SheehanName:
    John D. SheehanTitle:
    President Signature
Page to Amendment No. 8 to Amended & Restated GM-Delphi
Agreement




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ASEC MANUFACTURING,
a Delaware general partnershipBy:
    /s/ John P. ArleName:
    John P. ArleTitle:
    TreasurerASEC SALES,
a Delaware general partnershipBy:
    /s/ John P. ArleName:
    John P. ArleTitle:
    TreasurerDELCO ELECTRONICS OVERSEAS CORPORATION,
a Delaware corporationBy:
    /s/ John P. ArleName:
    John P. ArleTitle:
    Assistant TreasurerDELPHI AUTOMOTIVE SYSTEMS KOREA, INC.,
a Delaware corporationBy:
    /s/ John P. ArleName:
    John P. ArleTitle:
    Chief Executive Officer & PresidentDELPHI AUTOMOTIVE SYSTEMS HUMAN RESOURCES LLC,
a Delaware limited liability companyBy:
    /s/ John P. ArleName:
    John P. ArleTitle:
    Vice President & Treasurer Signature
Page to Amendment No. 8 to Amended & Restated GM-Delphi
Agreement




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DELPHI AUTOMOTIVE SYSTEMS INTERNATIONAL, INC.,
a Delaware corporationBy:
    /s/ John P. ArleName:
    John P. ArleTitle:
    TreasurerDELPHI AUTOMOTIVE SYSTEMS OVERSEAS CORPORATION,
a Delaware corporationBy:
    /s/ John P. ArleName:
    John P. ArleTitle:
    TreasurerDELPHI AUTOMOTIVE SYSTEMS SERVICES LLC,
a Delaware limited liability companyBy:
    /s/ John P. ArleName:
    John P. ArleTitle:
    TreasurerDELPHI AUTOMOTIVE SYSTEMS TENNESSEE, INC.,
a Delaware corporationBy:
    /s/ John P. ArleName:
    John P. ArleTitle:
    TreasurerDELPHI AUTOMOTIVE SYSTEMS THAILAND, INC.,
a Delaware corporationBy:
    /s/ John P. ArleName:
    John P. ArleTitle:
    Treasurer Signature Page to Amendment No. 8 to Amended & Restated GM-Delphi Agreement




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DELPHI CONNECTION SYSTEMS,
a California corporationBy:
    /s/ John P. ArleName:
    John P. ArleTitle:
    TreasurerDELPHI ELECTRONICS (HOLDING) LLC,
a Delaware limited liability companyBy:
    /s/ John P. ArleName:
    John P. ArleTitle:
    Assistant TreasurerDELPHI INTERNATIONAL SERVICES, INC.,
a Delaware corporationBy:
    /s/ John P. ArleName:
    John P. ArleTitle:
    Chief Financial Officer & TreasurerDELPHI MECHATRONIC SYSTEMS, INC.,
a Delaware corporationBy:
    /s/ John P. ArleName:
    John P. ArleTitle:
    TreasurerDELPHI SERVICES HOLDING CORPORATION,
a Delaware corporationBy:
    /s/ John P. ArleName:
    John P. ArleTitle:
    Treasurer Signature Page to Amendment No. 8 to Amended & Restated GM-Delphi Agreement




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EXHAUST SYSTEMS CORPORATION,
a Delaware corporationBy:
    /s/ John P. ArleName:
    John P. ArleTitle:
    Assistant Treasurer Signature Page to Amendment No. 8 to Amended & Restated GM-Delphi Agreement




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ASPIRE, INC.,
a Michigan corporationBy:
    /s/ James P. WhitsonName:
    James P. WhitsonTitle:
    Vice PresidentDELPHI CHINA LLC,
a Delaware limited liability companyBy:
    /s/ James P. WhitsonName:
    James P. WhitsonTitle:
    Chief Tax OfficerDELPHI DIESEL SYSTEMS CORP.,
a Delaware corporationBy:
    /s/ James P. WhitsonName:
    James P. WhitsonTitle:
    Chief Tax OfficerDELPHI INTEGRATED SERVICE SOLUTIONS, INC.,
a Michigan corporationBy:
    /s/ James P. WhitsonName:
    James P. WhitsonTitle:
    Vice PresidentSPECIALTY ELECTRONICS, INC.,
a South Carolina corporationBy:
    /s/ James P. WhitsonName:
    James P. WhitsonTitle:
    Chief Tax Officer Signature Page to Amendment No. 8 to Amended & Restated GM-Delphi Agreement




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SPECIALTY ELECTRONICS INTERNATIONAL LTD.,
a Virgin Islands corporationBy:
    /s/ James P. WhitsonName:
    James P. WhitsonTitle:
    Chief Tax OfficerPACKARD HUGHES INTERCONNECT COMPANY,
a Delaware corporationBy:
    /s/ James P. WhitsonName:
    James P. WhitsonTitle:
    Chief Tax OfficerENVIRONMENTAL CATALYSTS, LLC,
a Delaware limited liability companyBy:
    /s/ James P. WhitsonName:
    James P. WhitsonTitle:
    Chief Tax Officer Signature Page to Amendment No. 8 to Amended & Restated GM-Delphi Agreement




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DELPHI MEDICAL SYSTEMS COLORADO CORPORATION,
a Colorado corporationBy:
    /s/ John P. ArleName:
    John P. ArleTitle:
    Assistant TreasurerDELPHI MEDICAL SYSTEMS CORPORATION,
a Delaware corporationBy:
    /s/ John P. ArleName:
    John P. ArleTitle:
    Assistant TreasurerDELPHI MEDICAL SYSTEMS TEXAS CORPORATION,
a Delaware corporationBy:
    /s/ John P. ArleName:
    John P. ArleTitle:
    Assistant Treasurer Signature Page to Amendment No. 8 to Amended & Restated GM-Delphi Agreement




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DELPHI TECHNOLOGIES, INC.,
a Delaware corporationBy:
    /s/ John P. ArleName:
    John P. ArleTitle:
    Vice President and Treasurer Signature Page to Amendment No. 8 to Amended & Restated GM-Delphi Agreement




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DREAL, INC.,
a Delaware corporationBy:
    /s/ James P. WhitsonName:
    James P. WhitsonTitle:
    Chief Tax Officer Signature Page to Amendment No. 8 to Amended & Restated GM-Delphi Agreement




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LENDER
GENERAL MOTORS COMPANYBy:
    /s/ Walter G. BorstName:
    Walter G. BorstTitle:
    Treasurer Signature Page to Amendment No. 8 to Amended & Restated GM-Delphi Agreement