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                                                                EXHIBIT (10) (v)











                            DELPHI AUTOMOTIVE SYSTEMS
                                   CORPORATION

                                     DELPHI
                    SUPPLEMENTAL EXECUTIVE RETIREMENT PROGRAM



















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                                     DELPHI

                    SUPPLEMENTAL EXECUTIVE RETIREMENT PROGRAM


SECTION I. PURPOSE OF THE PROGRAM


         The purpose of this Program is to assure that retiring salaried
executive employees of Delphi Automotive Systems Corporation (hereinafter
referred to as the "Corporation") receive an overall level of monthly retirement
benefits which are competitive with the benefits provided executives retiring
from other major U.S. industrial companies. To achieve this goal, monthly
retirement benefits from the tax-qualified Delphi Retirement Program for
Salaried Employees (hereinafter referred to as the "Retirement Program") will be
supplemental by benefits, if any, provided under the formula of this
non-tax-qualified Program.


SECTION II. ADMINISTRATION OF THE PROGRAM

         (a)      This Program shall at all times be maintained, considered, and
                  administered as a plan wholly separate and distinct from the
                  Retirement Program, and shall be maintained as an unfunded
                  Program without the intention of complying with the
                  requirements of a qualified plan required under Section 401 of
                  the Internal Revenue Code.




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         SECTION II (b)

         (b)      The power to amend this Program shall be vested solely in the
                  Executive Compensation Committee of the Board of Directors of
                  the Corporation.

         (c)      The powers of the Executive Compensation Committee shall
                  include, but not limited to, the interpretation, construction,
                  and final determination of any and all disputes and questions
                  that may arise under this Program.

         (d)      Any and all decisions of the Executive Compensation Committee
                  as to interpretation or application of this Program shall be
                  final, conclusive and binding upon all parties, including the
                  Corporation, the stockholders, and the participants and
                  beneficiaries of the Program.

         (e)      The Executive Compensation Committee shall have the full power
                  to engage and employ such legal, actuarial, auditing, tax, and
                  other such agents, as it shall, in its discretion, deem to be
                  in the best interest of the Corporation, the Program, and its
                  participants and beneficiaries.

         (f)      The expenses of administering this Program and the expenses
                  resulting from the payment of any amounts pursuant to Section
                  III(e) hereof shall be borne by the Corporation and shall not
                  be charged against the Program or its participants and
                  beneficiaries.




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SECTION III. EFFECTIVE DATE

         (a)      The effective date of the Delphi Supplemental Executive
                  Retirement Program (hereinafter referred to as the "Program")
                  shall be January 1, 1999.

SECTION IV. ELIGIBILITY TO PARTICIPATE IN THE PROGRAM

         (a)      Eligibility to participate in the Program shall be limited
                  solely to those executives who are U.S. executives at the date
                  of retirement or death (including U.S. International Service
                  Personnel - ISP-U.S.) who are participating in the Retirement
                  Program and are not discharged, or eligible surviving spouses
                  of such employees or retired employees. Such employees or
                  retired employees must be at work on or after January 1, 1999,
                  and have 10 or more years of credited service as used to
                  determine the Part B Supplementary benefits under the
                  Retirement Program and be contributing to the Retirement
                  Program at the time of retirement or death. In addition, the
                  employee must be at least age 62 at retirement or retired
                  under the Retirement Program provisions as early as age 55 for
                  a (1) disability retirement or (2) in the event of death prior
                  to retirement but eligible for benefits under the Retirement
                  Program provisions for a deceased employee.



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SECTION IV (b)

         (b)      An executive who is subject to automatic retirement at age 65
                  must be approved by the Executive Compensation Committee to be
                  eligible for benefits under this Program for retirement at
                  ages 62-64.

SECTION V. AMOUNT OF BENEFITS UNDER THE REGULAR FORMULA OF THE PROGRAM

         (a)      An employee who is eligible to participate in the Program, or
                  the designated beneficiary of such an employee, shall be
                  eligible to receive as a benefit under the Regular formula of
                  this Program an amount equal to: (1) two percent (2%) of
                  average monthly base salary (as defined in the Retirement
                  Program), multiplied by the years of credited service used to
                  determine the Part B Supplementary benefit under the
                  Retirement Program, less (2) the sum of all benefits payable
                  under the Retirement Program prior to reduction for election
                  of any survivor option plus two percent (2%) of the maximum
                  age 65 Primary Social Security benefit payable in a year of
                  retirement multiplied by the employee's years of Part A
                  credited service.

         (b)      Any benefits payable under this Program shall be reduced by
                  benefits payable under certain other Delphi benefits programs.
                  The "Special"




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SECTION V (b)

                  benefit provided under the Delphi Health Care Program shall
                  not reduce benefits payable under this Program.

         (c)      Any post-retirement increase under the Retirement Program will
                  not serve to reduce any monthly benefit payable under this
                  Program.

         (d)      The monthly Social Security offset amount will be the age 65
                  primary Social Security benefit amount payable in the year the
                  executive retires, regardless of the executive's age at
                  retirement or availability to him/her of Social Security
                  benefit. The Social Security offset amount determined at
                  retirement will not be redetermined for any subsequent Social
                  Security increase.

SECTION VI. ALTERNATIVE FORMULA UNDER THE PROGRAM

         (a)      Under the Program, of which this Alternative Formula is a
                  part, an eligible retiring executive is entitled to the
                  greater of the monthly benefit, if any, generated through
                  either (1) the Alternative Formula, as described hereinafter,
                  or (2) the Regular SERP formula.





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SECTION VI (b)

         (b)      The executive must have been at work for Delphi on or after
                  January 1, 1999.

         (c)      To be eligible, the applying executive must be age 62 or older
                  at time of retirement, death or commencement of disability. No
                  executive will be eligible to grow into Alternative Formula
                  benefits from layoff or any leave of absence, which commenced
                  prior to age 62.

         (d)      Until age 70, each of the conditions precedent requirements
                  contained in the Delphi Incentive Program will be applied to
                  the continued eligibility for any benefit provided under the
                  Alternative Formula. Therefore, receipt of the Alternative
                  Formula benefits will cease immediately, and be effective with
                  the month immediately following the date of initial violation,
                  upon determination by Delphi that an Alternative Formula
                  participant (1) did not refrain from all activity which is
                  competitive with the Corporation, of (2) acted in a manner
                  inimical or contrary to the best interest of the Corporation.
                  Any such benefits also may be suspended if the retired
                  executive does not respond to an Annual Questionnaire
                  regarding items (1) and (2).




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SECTION VI (e)

         (e)      The effective date of this formula is for retirements with
                  benefits payable commencing on or after January 1, 1999.

         (f)      The monthly benefit level provided hereunder will equal 1.5%
                  of average total direct compensation (average monthly base
                  salary plus average monthly incentive compensation),
                  multiplied by years of credited service used to determine the
                  Part B supplementary benefit under the Retirement Program less
                  the sum of (1) all benefits payable under the Retirement
                  Program before reduction for any survivor option, plus (2)
                  100% of the age 65 primary Social Security benefit payable in
                  the year of retirement, plus (3) any benefits payable under
                  certain other Delphi-provided programs (e.g., Extended
                  Disability Benefits).

         (g)      The monthly Social Security offset amount will be the age 65
                  primary Social Security benefit amount payable in the year the
                  executive retires, regardless of the executive's age at
                  retirement or availability to him/her of Social Security
                  benefit. The Social Security offset amount determined at
                  retirement will not be redetermined for any subsequent Social
                  Security increase.



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SECTION VI (h)

         (h)      At age 62 and one month, for those retiring prior to attaining
                  such age under an approved Window Plan to whom the Alternative
                  Formula is extended, the benefit amount payable hereunder
                  would be redetermined, taking into account the lower benefit
                  amount payable under the Retirement Program when the Part A
                  temporary benefit ceases to be payable. The "Special" Medicare
                  benefit payable under the Health Care Program, would not be
                  taken into account in determining any monthly benefit amount
                  payable hereunder.

         (i)      Benefits payable under the Alternative Formula to a surviving
                  spouse are detailed in Sections VII and VIII.

SECTION VII. PAYMENT OF BENEFITS

         (a)      Payment of benefits, in the monthly amount determined pursuant
                  to Section V of this Program, shall be payable in accordance
                  with all the terms and conditions of payment as specified in
                  the Retirement Program. If payment of benefits under this
                  Program and the payment of benefits under the Retirement
                  Program cannot be effected coincidentally, then benefit
                  payments from this Program shall be effected immediately




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SECTION VII (a)

                  following benefit payments from the Retirement Program, or as
                  soon after such payment as is practicable.

         (b)      SERP is a non-qualified plan and, as such, is treated by the
                  IRS as compensation which is subject to FICA tax, as well as
                  Federal, state, and city taxes, where applicable. Based on a
                  review of the IRS Code by the Delphi Tax Staff, it has been
                  determined that Delphi should satisfy a non-window SERP
                  participant's FICA tax liability, as necessary, commencing
                  with the initial SERP payment. The present value of a
                  retiree's lifetime SERP benefits is includable in the
                  retiree's FICA taxable wage base for the year in which the
                  individual retires, even though the individual may forfeit
                  part or all of such benefits because of subsequent death. SERP
                  benefit payments to a retiree in the years subsequent to
                  retirement will not be subject to FICA.

                  The FICA tax treatment of SERP benefits may be different for
                  executives retiring under an early retirement incentive
                  program

SECTION VIII. SURVIVING SPOUSE BENEFITS

                  SERP provides for an election of a lifetime monthly benefit to
         be paid to a surviving spouse otherwise eligible for surviving spouse
         benefits under the




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         Retirement Program. Because SERP is a non-qualified plan, the spouse's
         signature is not required if the employee rejects the SERP surviving
         spouse option.

SECTION IX. AMOUNT OF SURVIVING SPOUSE BENEFITS

         (a)      Any such survivor benefit will be equal to 60% of the reduced
                  monthly SERP amount otherwise payable to the deceased retiree
                  or employee at age 62 years and one month. Any such reduction
                  applicable to the retiree's benefit is 5% if the age of the
                  employee and the age of the spouse are within five years of
                  each other. The 5% is increased by 1/2 percent (1/2 %) for
                  each full year over five years the spouse is younger than the
                  employee. The 5% is reduced by 1/2 percent (1/2 %) for each
                  full year over five years the spouse is older than the
                  employee.

         (b)      If the Program eligible retiree has been receiving a Temporary
                  benefit under the Retirement Program which exceeded such
                  Program benefit, then there were no Program benefits payable
                  from which to deduct the above stated cost. At such time when
                  the retiree is first entitled to receive Program benefits
                  (i.e., redetermination of benefits at 62 years and one month),
                  the total accrued cost for the retroactive Program surviving
                  spouse coverage



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SECTION IX (b)

                  will be recovered before the retiree actually receives any
                  monthly Program payment.

SECTION X. AMENDMENT, MODIFICATION, SUSPENSION, OR TERMINATION BY THE
           CORPORATION

         (a)      The Corporation reserves the right, by and through the
                  Executive Compensation committee of the Board of Directors, to
                  amend, modify, suspend, or terminate this Program in the
                  future.




































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