EXHIBIT 10.4AEXECUTION COPYFIRST AMENDMENT TO THE MASTER RESTRUCTURING AGREEMENT          THIS FIRST AMENDMENT TO THE MASTER RESTRUCTURING AGREEMENT (this “Amendment”), isdated as of October 29, 2007, by and between Delphi Corporation (“Delphi”) and GeneralMotors Corporation (“GM”). Capitalized terms not defined herein shall have the meaningascribed to such terms in the Agreement.          WHEREAS, the Debtors commenced jointly administered cases under the United States BankruptcyCode, 11 U.S.C. §§ 101-1330, as amended and in effect on October 8, 2005, in the United StatesBankruptcy Court for the Southern District of New York (the “Bankruptcy Court”);          WHEREAS, Delphi and GM have entered into a Master Restructuring Agreement dated as ofSeptember 6, 2007 (the “Agreement”); and          WHEREAS, Delphi and GM have agreed to amend the Agreement pursuant to this Amendment.          NOW, THEREFORE, in consideration of the mutual promises, agreements, representations,warranties and covenants contained herein, each of the parties hereto hereby agrees as follows:1. Section 1.64 “Delphi Retained Employment Liabilities”. The words “EmploymentTransfer Date” in the last sentence of the definition of “Delphi Retained EmploymentLiabilities” are hereby deleted and replaced with the words “the date the Employment Transfertakes place”. 2. Section 1.82 “Excess Steering Proceeds”. In the fourth line of the definition of“Excess Steering Proceeds”, the words “Steering Business” are hereby deleted and replaced withthe words “Global Steering Business”. 3. New Section 1.119(a) “JOBs”. The following Section 1.119(a) shall be added to theAgreement after Section 1.119 thereof:          “**“****JOBs banks****”**shall mean the Job Opportunity Bank – Security Program as defined in theapplicable Labor MOU.”4. Section 1.123 “Labor Cost Amount”. In the two instances in which they appear in thedefinition of “Labor Cost Amount”, the words “UAW Keep Sites” are hereby deleted and replacedwith the words “UAW Keep Facilities”. 5. Section 1.152 “Plan”. Section 1.152 is amended by adding the words “and amended asper the amended terms filed with the Bankruptcy Court on October 29, 2007” after the words“September 6, 2007”.
 

 
6. Section 1.180 “Settlement Agreement”. Section 1.180 is hereby replaced in itsentirety with the following: ““Settlement Agreement” shall mean the Global SettlementAgreement, by and between Delphi, on behalf of itself and certain of its subsidiaries andAffiliates, and GM, dated as of September 6, 2007, as amended.” 7. Section 3.01(c). The words “UAW Sale Facilities” in Section 3.01(c) are herebydeleted and replaced with the words “Sale Facilities”. 8. Section 3.04. In the two instances in which they appear, the words “UAW Facilities”in Section 3.04 are hereby deleted and replaced with the words “UAW Keep Facilities”. 9. Section 3.05. In the two instances in which they appear, the words “IUE-CWAFacilities” in Section 3.05 are hereby deleted and replaced with the words “IUE-CWA KeepFacilities”. 10. Section 4.01(a)(i). The words “Keep Facilities” in Section 4.01(a)(i) are herebydeleted and replaced with the words “ UAW Keep Facilities, the IUE-CWA Keep Facilities”. 11. Section 4.02(d). The words “Footprint Sites” in Section 4.02(d) are hereby deletedand replaced with the words “Footprint Facilities”. 12. Section 4.02(e). The words “Base Monthly Warranty Cost” in Section 4.02(e) arehereby deleted and replaced with the words “Base Monthly Warranty Level”. 13. Section 5.01(a)(iii) “Financial Services Supply Agreement”. Section 5.01(a)(iii) ishereby replaced in its entirety with the following: “Reserved;” 14. Section 5.01(a)(xii) “Technology Transfer Agreement”. Section 5.01(a)(xii) is herebyreplaced in its entirety with the following: ““Technology Transfer Agreement. TheGM-Delphi Technology Transfer Agreement between Delphi Technologies, Inc. and GM datedDecember 4, 1998 (the “Technology Transfer Agreement”), which is attached hereto as**Exhibit 5.****01(a)(xii)**;” 15. Section 7.05. Section 7.05 is hereby replaced in its entirety with the following:   “Cooperation with Financial Reporting.     (a) Delphi acknowledges that (i) GM may have various reporting and disclosure obligationsunder US generally accepted accounting principles and US federal securities rules and regulationsas a result of GM’s commercial relationship with Delphi and GM’s entry into and obligations underthis Agreement and the Settlement Agreement, and (ii) GM’s compliance with such reporting anddisclosure requirements may require Delphi to, among other things, provide GM with certaininformation and access to information. Delphi shall cooperate with GM to reach an agreement assoon as practicable on the parameters of Delphi’s obligation to reasonably cooperate with GM toenable GM to comply with its reporting and disclosure requirements under the US generally acceptedaccounting principles and US federal securities rules and regulations.
 

 
     (b) Defaults and disputes arising under this section 7.05 or the agreement referred to insubsection (a) hereto governing Delphi’s cooperation with GM’s reporting and disclosurerequirements shall be governed by and settled in accordance with section 7.11 of this Agreement.”16. Effect of Amendment. On and after the date hereof, each reference in the Agreementto “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import referring to theAgreement shall be deemed to mean the Agreement as amended by this Amendment. This Amendmentshall operate as an amendment of the provisions of the Agreement referred to specificallyherein. The amendments to the Agreement contemplated by this Amendment are limited preciselyas written and shall not be deemed to be an amendment to any other terms or conditions of theAgreement. Except as specifically amended by this Amendment and as set forth in the precedingsentence, the Agreement, subject to the provisions of Article VI thereof, shall remain in fullforce and effect. Except as expressly provided herein, this Amendment shall not be deemed tobe a waiver of, or consent to, or a modification or amendment of, any other term or conditionof the Agreement. 17. Miscellaneous. The provisions of Sections 7.10, 7.11, 7.12, 7.13, 7.14, 7.16, 7.17,7.18, 7.19, 7.20, 7.21, 7.22, 7.23, 7.24, 7.25, 7.26 and 7.27 of the Agreement shall apply tothis Amendment.[Signature Page Follows]
 

 
     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be signed by theirrespective officers thereunto duly authorized, all as of the date first written above.               **DELPHI CORPORATION**   **GENERAL MOTORS CORPORATION**                 By:       By:                   Name: John D. Sheehan     Name: Frederick A. Henderson    Title: Vice President, Chief     Title: Vice Chairman and Chief           Restructuring Officer            Financial Officer