Exhibit 10(b)
 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




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##### 



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




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##### 



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




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##### 



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




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##### 



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




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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




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##### 



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




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##### 



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




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##### 



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




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##### 



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




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##### 



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




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##### 



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




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##### 



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




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##### 



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




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##### 



Third Party Beneficiaries .
 Notices .
  
  
  
 GSA-53




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##### 



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




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##### 



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




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##### 



Affiliates .
 Counterparts .
  GSA-56




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##### 



IN WITNESS WHEREOF
 DELPHI CORPORATION,
including on behalf of its
Debtor subsidiaries and Debtor
Affiliates
    
    
    
    GENERAL MOTORS CORPORATIONBy:
    
    
    
    
    
    By:Name: John D. Sheehan
Title:   Vice President,
Chief Restructuring Officer
    
    
    
    
    
    Name: Frederick A. Henderson
Title:   President and Chief Operating
Officer
 GSA-57




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##### 



Exhibit A  Master Restructuring Agreement




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##### 



Exhibit B  PHI Protection Agreement




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##### 



Exhibit C  Amount of Outstanding Delphi Invoices for which GM Has Withheld Payment Due To
Outstanding Prepetition Activities




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##### 



Exhibit D  Form of Order Authorizing And Approving Global Settlement Agreement and Master
Restructuring Agreement




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##### 



Exhibit E  Letter Agreement dated May 12, 2008 Among Delphi and GM Regarding Procedure for
Payment of Buy-Down Payments




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##### 



Exhibit F  Summary of Terms of Series D Preferred Stock