AMENDED AND RESTATED
 MASTER RESTRUCTURING AGREEMENT
 BETWEEN
 DELPHI CORPORATION
 AND
 GENERAL MOTORS CORPORATION
 DATED SEPTEMBER 12, 2008




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##### 



TABLE OF CONTENTS
 PageARTICLE IDEFINITIONSSection 1.01
    
    401K Matching
    
    
    3Section 1.02
    
    Access Agreement
    
    
    3Section 1.03
    
    Active Basic Life Insurance
    
    
    3Section 1.04
    
    Actual Applicable Labor Reimbursement Percentage
    
    
    3Section 1.05
    
    Actual Pre-Effective Date Subsidy
    
    
    3Section 1.06
    
    Additional Labor Reimbursement
    
    
    3Section 1.07
    
    Adjusted Sale Proceeds
    
    
    4Section 1.08
    
    Adjustment Determination Date
    
    
    4Section 1.09
    
    Adjustment Payment Calculation
    
    
    4Section 1.10
    
    Adjustment Payment Date
    
    
    4Section 1.11
    
    Administrative Costs  National Benefit Center
    
    
    4Section 1.12
    
    Adrian Facility
    
    
    4Section 1.13
    
    Affiliates
    
    
    4Section 1.14
    
    Agreement
    
    
    4Section 1.15
    
    Anaheim Facility
    
    
    4Section 1.16
    
    Anderson Facility
    
    
    4Section 1.17
    
    Applicable Hours
    
    
    4Section 1.18
    
    Applicable Labor Reimbursement Percentage
    
    
    5Section 1.19
    
    Applicable Production Cash Burn Percentage
    
    
    5Section 1.20
    
    Applicable Workers Compensation
    
    
    5Section 1.21
    
    Approved Annual Amount
    
    
    5Section 1.22
    
    Article III Dispute
    
    
    5Section 1.23
    
    Assignment and Assumption
Agreement  Industrial Revenue Bonds
    
    
    5Section 1.24
    
    Assumed Liabilities
    
    
    5Section 1.25
    
    Athens Facility
    
    
    5Section 1.26
    
    Bankruptcy Code
    
    
    5Section 1.27
    
    Bankruptcy Court
    
    
    5Section 1.28
    
    Bankruptcy Rules
    
    
    6Section 1.29
    
    Base Monthly Warranty Level
    
    
    6Section 1.30
    
    Bereavement Leave
    
    
    6Section 1.31
    
    Booked Business
    
    
    6Section 1.32
    
    Business Closing Date
    
    
    6Section 1.33
    
    Business Optionee
    
    
    6Section 1.34
    
    Business Optionees
    
    
    6Section 1.35
    
    Business Optionor
    
    
    6Section 1.36
    
    Business Outside Date
    
    
    6Section 1.37
    
    Business Transaction
    
    
    6Section 1.38
    
    Brookhaven Facility
    
    
    6




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PageSection 1.39
    
    BTAB Process
    
    
    6Section 1.40
    
    Cancellation Claims
    
    
    6Section 1.41
    
    Capital Procurement Agreement
    
    
    6Section 1.42
    
    Capital Procurement Payment
    
    
    6Section 1.43
    
    Chapter 11 Cases
    
    
    7Section 1.44
    
    Clinton Facility
    
    
    7Section 1.45
    
    Closing Date
    
    
    7Section 1.46
    
    COLA
    
    
    7Section 1.47
    
    Columbus Facility
    
    
    7Section 1.48
    
    Component Parts
    
    
    7Section 1.49
    
    Confirmation Order
    
    
    7Section 1.50
    
    Contract Term
    
    
    7Section 1.51
    
    Contractual Savings
    
    
    7Section 1.52
    
    Contribution Date
    
    
    7Section 1.53
    
    Coopersville Facility
    
    
    7Section 1.54
    
    DAS
    
    
    7Section 1.55
    
    Debtors
    
    
    7Section 1.56
    
    Delphi
    
    
    7Section 1.57
    
    Delphi Assets
    
    
    7Section 1.58
    
    Delphi Automotive Systems Business
    
    
    8Section 1.59
    
    Delphi Material Impact
    
    
    8Section 1.60
    
    Delphi Guaranty Parties
    
    
    8Section 1.61
    
    Delphi Notice
    
    
    8Section 1.62
    
    Delphi Parties
    
    
    8Section 1.63
    
    Delphi Plan
    
    
    8Section 1.64
    
    Delphi Products
    
    
    8Section 1.65
    
    Delphi-Related Parties
    
    
    8Section 1.66
    
    Delphi Retained Employment Liabilities
    
    
    8Section 1.67
    
    Delphi Supplier Cancellation Claims
    
    
    8Section 1.68
    
    Delphi Suppliers
    
    
    8Section 1.69
    
    Disability/Sickness & Accident
    
    
    9Section 1.70
    
    Dispute Resolution Termination Date
    
    
    9Section 1.71
    
    DTI
    
    
    9Section 1.72
    
    Effective Date
    
    
    9Section 1.73
    
    Employer Taxes
    
    
    9Section 1.74
    
    Employment Outside Date
    
    
    9Section 1.75
    
    Employment Party
    
    
    9Section 1.76
    
    Employment Transfer
    
    
    9Section 1.77
    
    Employment Transfer Facility
    
    
    9Section 1.78
    
    Encumbrance
    
    
    9Section 1.79
    
    Environmental Matters Agreement
    
    
    9Section 1.80
    
    Excess Interiors Proceeds
    
    
    9Section 1.81
    
    Excess Labor Costs
    
    
    10Section 1.82
    
    Excess Sandusky Proceeds
    
    
    10Section 1.83
    
    Excess Steering Proceeds
    
    
    10Section 1.84
    
    Existing Agreements
    
    
    10
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PageSection 1.85
    
    Financial Services Supply Agreement
    
    
    10Section 1.86
    
    Fitzgerald Facility
    
    
    10Section 1.87
    
    Flint East Facility
    
    
    10Section 1.88
    
    Flint West Facility
    
    
    10Section 1.89
    
    Footprint Facilities
    
    
    10Section 1.90
    
    Global Interiors & Closures Business
    
    
    10Section 1.91
    
    Global Sourcing
    
    
    11Section 1.92
    
    Global Steering Business
    
    
    11Section 1.93
    
    GM GPSC
    
    
    12Section 1.94
    
    GM Parties
    
    
    12Section 1.95
    
    GM Purchase Order
    
    
    12Section 1.96
    
    GM-Related Parties
    
    
    12Section 1.97
    
    GM Suppliers
    
    
    12Section 1.98
    
    Grand Rapids Facility
    
    
    12Section 1.99
    
    Guaranteed Agreements
    
    
    13Section 1.100
    
    Holiday
    
    
    13Section 1.101
    
    Home Avenue Facility
    
    
    13Section 1.102
    
    IAM MOU
    
    
    13Section 1.103
    
    IBEW MOUs
    
    
    13Section 1.104
    
    Including or including
    
    
    13Section 1.105
    
    Income Tax Allocation Agreement
    
    
    13Section 1.106
    
    Independence Week
    
    
    13Section 1.107
    
    Information
    
    
    13Section 1.108
    
    Initial Payment Date
    
    
    13Section 1.109
    
    Initial Sale Proceeds
    
    
    13Section 1.110
    
    Intellectual Property Contracts Transfer Agreement
    
    
    14Section 1.111
    
    Intellectual Property License Agreement
    
    
    14Section 1.112
    
    Intellectual Property Transfer Agreement
    
    
    14Section 1.113
    
    Interiors Advance
    
    
    14Section 1.114
    
    Invoice Delivery Date
    
    
    14Section 1.115
    
    IP License
    
    
    14Section 1.116
    
    IUE-CWA
    
    
    14Section 1.117
    
    IUE-CWA Business
    
    
    14Section 1.118
    
    IUE-CWA Keep Facilities
    
    
    14Section 1.119
    
    IUE-CWA MOU
    
    
    14Section 1.120
    
    IUOE MOUs
    
    
    14Section 1.121
    
     JOBs banks
    
    
    15Section 1.122
    
    Jury Duty
    
    
    15Section 1.123
    
    Kettering Facility
    
    
    15Section 1.124
    
    Kokomo Facility
    
    
    15Section 1.125
    
    Labor Cost Amount
    
    
    15Section 1.126
    
    Labor Cost Line Items
    
    
    16Section 1.127
    
    Labor MOUs
    
    
    16Section 1.128
    
    Laurel Facility
    
    
    16Section 1.129
    
    Liquidity Support Agreement
    
    
    16Section 1.130
    
    Lockport Facility
    
    
    16
 iii




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PageSection 1.131
    
    Management Controls of Employee Costs
    
    
    16Section 1.132
    
    Master Separation Agreement
    
    
    17Section 1.133
    
    Mexican Business
    
    
    17Section 1.134
    
    Military Leave
    
    
    17Section 1.135
    
    Milwaukee E&C Facility
    
    
    17Section 1.136
    
    Milwaukee E&S Facility
    
    
    17Section 1.137
    
    MNS-2 Payment
    
    
    17Section 1.138
    
    Moraine Facility
    
    
    17Section 1.139
    
    MRA Consummation Date
    
    
    17Section 1.140
    
    Needmore Road Facility
    
    
    17Section 1.141
    
    Net-15th Prox
    
    
    17Section 1.142
    
    Net Working Capital
    
    
    18Section 1.143
    
    Night Shift Premium
    
    
    18Section 1.144
    
    Non-GM Business
    
    
    18Section 1.145
    
    Non-Income Tax Indemnification Agreement
    
    
    18Section 1.146
    
    OE
    
    
    18Section 1.147
    
    OE Parts
    
    
    18Section 1.148
    
    Olathe Facility
    
    
    18Section 1.149
    
    Option Designee
    
    
    18Section 1.150
    
    Original Agreements
    
    
    18Section 1.151
    
    Original Restructuring Agreement
    
    
    18Section 1.152
    
    Outstanding GM Purchase Order
    
    
    18Section 1.153
    
    Overtime Premium
    
    
    18Section 1.154
    
    Paid Pre-Effective Date Subsidy
    
    
    18Section 1.155
    
    Party or Parties
    
    
    18Section 1.156
    
    PAYGO Health Care
    
    
    18Section 1.157
    
    Performance Bonus
    
    
    19Section 1.158
    
    Permitted Encumbrance
    
    
    19Section 1.159
    
    Person
    
    
    19Section 1.160
    
    Petition Date
    
    
    19Section 1.161
    
    Plan
    
    
    19Section 1.162
    
    Possessor
    
    
    19Section 1.163
    
    Post 2009 Workers Compensation
    
    
    19Section 1.164
    
    Pre-Effective Date Subsidy Statement
    
    
    20Section 1.165
    
    Prior Relationship
    
    
    20Section 1.166
    
    Production Cash Burn
    
    
    20Section 1.167
    
    Profit Sharing
    
    
    20Section 1.168
    
    Proposed Purchaser
    
    
    20Section 1.169
    
    PRP Employees
    
    
    20Section 1.170
    
    Red Circle Period
    
    
    20Section 1.171
    
    Reimbursement Adjustment Amount
    
    
    20Section 1.172
    
    Related Parties
    
    
    21Section 1.173
    
    Requestor
    
    
    21Section 1.174
    
    Restructuring Dispute
    
    
    21Section 1.175
    
    Retained Liabilities
    
    
    21Section 1.176
    
    Retention Period
    
    
    21
 iv




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PageSection 1.177
    
    Rochester Facility
    
    
    21Section 1.178
    
    Saginaw E&C Assets
    
    
    21Section 1.179
    
    Saginaw E&C Facility
    
    
    21Section 1.180
    
    Saginaw Steering Facility
    
    
    21Section 1.181
    
    Sale Businesses
    
    
    21Section 1.182
    
    Sale Facility
    
    
    22Section 1.183
    
    Sale Proceeds
    
    
    22Section 1.184
    
    Sandusky Advance
    
    
    22Section 1.185
    
    Sandusky Business
    
    
    22Section 1.186
    
    Sandusky Facility
    
    
    23Section 1.187
    
    Separation Costs
    
    
    23Section 1.188
    
    SEPO
    
    
    23Section 1.189
    
    Settlement Agreement
    
    
    23Section 1.190
    
    Severance
    
    
    23Section 1.191
    
    Standard GM Terms
    
    
    23Section 1.192
    
    Straight Time
    
    
    23Section 1.193
    
    Steering Advance
    
    
    23Section 1.194
    
    Suggestion Awards
    
    
    23Section 1.195
    
    Supplemental Unemployment Benefits
    
    
    23Section 1.196
    
    Support End Date
    
    
    24Section 1.197
    
    Support Facilities
    
    
    24Section 1.198
    
    Support Period
    
    
    24Section 1.199
    
    Tooling
    
    
    24Section 1.200
    
    Trademark and Trade Name Agreement
    
    
    24Section 1.201
    
    Training and Legal
    
    
    24Section 1.202
    
    Transaction Facilitation Agreement
    
    
    24Section 1.203
    
    Transformation Plan
    
    
    24Section 1.204
    
    UAW
    
    
    24Section 1.205
    
    UAW Footprint Facilities
    
    
    24Section 1.206
    
    UAW Keep Business
    
    
    25Section 1.207
    
    UAW Keep Facilities
    
    
    25Section 1.208
    
    UAW MOU
    
    
    25Section 1.209
    
    UAW Sale Business
    
    
    25Section 1.210
    
    UAW Wind-down Facilities
    
    
    25Section 1.211
    
    Unrecovered Separation Costs
    
    
    25Section 1.212
    
    Unsold Business
    
    
    25Section 1.213
    
    USW
    
    
    25Section 1.214
    
    USW MOUs
    
    
    25Section 1.215
    
    Vacation
    
    
    25Section 1.216
    
    Vandalia Facility
    
    
    25Section 1.217
    
    Warranty Settlement Agreement
    
    
    25Section 1.218
    
    Warren Facility
    
    
    26Section 1.219
    
    Wichita Falls Facility
    
    
    26Section 1.220
    
    Wind-down Facilities
    
    
    26
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PageARTICLE IICERTAIN EXHIBITS TO BE FILED UNDER SEALSection 2.01
    
    Identification of Exhibits to the Filed Under Seal
    
    
    27ARTICLE IIIREVENUE PLANSection 3.01
    
    Existing Agreements
    
    
    28Section 3.02
    
    Contract Extensions
    
    
    29Section 3.03
    
    Price Down Arrangements
    
    
    29Section 3.04
    
    New Business Awards at UAW Keep Facilities
    
    
    30Section 3.05
    
    New Business Awards at IUE-CWA Keep Facilities
    
    
    30Section 3.06
    
    Reserved
    
    
    30Section 3.07
    
    Other New Business Awards
    
    
    30Section 3.08
    
    First Opportunity Process
    
    
    30Section 3.09
    
    Pricing and Other Business Terms
for Certain Booked Business and New Business Awards
    
    
    30Section 3.10
    
    Dispute Resolution
    
    
    31Section 3.11
    
    Limitations on Global Sourcing
    
    
    31Section 3.12
    
    Bidding Opportunities
    
    
    32Section 3.13
    
    Temporary Acceleration of Payment Terms
    
    
    33Section 3.14
    
    Keep Site Right of Last Refusal
    
    
    33ARTICLE IVFACILITIES PORTFOLIOSection 4.01
    
    Labor Reimbursement
    
    
    34Section 4.02
    
    Production Cash Burn Breakeven
    
    
    36Section 4.03
    
    Sunset Requirements
    
    
    40Section 4.04
    
    GM Working Capital Backstop for Sale Facilities
    
    
    42Section 4.05
    
    Additional Terms Regarding Sale Facilities
    
    
    47Section 4.06
    
    Treatment of Unsold Businesses and the Transfer of Certain Employees
    
    
    48Section 4.07
    
    Additional Terms Regarding Wind-Down Facilities
    
    
    56Section 4.08
    
    Additional Terms Regarding Footprint Facilities
    
    
    56Section 4.09
    
    Additional Terms Regarding UAW Keep Facilities
    
    
    56ARTICLE VTREATMENT OF LEGACY AGREEMENTS; ORDINARY COURSE MATTERS;INDEMNIFICATIONSection 5.01
    
    Disposition of Agreements with GM
    
    
    57Section 5.02
    
    Limitation of Existing Indemnification Obligations
    
    
    62
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PageSection 5.03
    
    Reserved
    
    
    62Section 5.04
    
    Reserved
    
    
    62Section 5.05
    
    Reserved
    
    
    62Section 5.06
    
    Access to Information
    
    
    62Section 5.07
    
    Record Retention
    
    
    63Section 5.08
    
    Reimbursement
    
    
    64Section 5.09
    
    Product Liability Claims
    
    
    65Section 5.10
    
    Cooperation
    
    
    66Section 5.11
    
    Continuation of Limited Employee Related Matters
    
    
    67ARTICLE VIACCESS AGREEMENT AND KEEP SITE FACILITATION PAYMENTSSection 6.01
    
    Access Agreement
    
    
    67Section 6.02
    
    Keep Site Facilitation Payments
    
    
    68ARTICLE VIIEFFECTIVENESSSection 7.01
    
    Effectiveness
    
    
    68ARTICLE VIIIMISCELLANEOUSSection 8.01
    
    On-Going Setoff Provisions
    
    
    68Section 8.02
    
    Termination Provisions
    
    
    69Section 8.03
    
    Guaranty by Delphi
    
    
    69Section 8.04
    
    Continued Ownership of DAS
    
    
    71Section 8.05
    
    Cooperation with Financial Reporting
    
    
    71Section 8.06
    
    Cancellation Claims
    
    
    72Section 8.07
    
    Tooling Acknowledgment
    
    
    72Section 8.08
    
    Reserved
    
    
    73Section 8.09
    
    No Undisclosed Agreements or Commitments
    
    
    73Section 8.10
    
    Governing Law; Jurisdiction; Venue
    
    
    73Section 8.11
    
    Dispute Resolution
    
    
    73Section 8.12
    
    No Solicitation
    
    
    73Section 8.13
    
    Negotiations Not Admissible
    
    
    74Section 8.14
    
    Specific Performance
    
    
    74Section 8.15
    
    Representations and Warranties of Delphi and GM
    
    
    74Section 8.16
    
    Waiver; Modification; Amendment
    
    
    74Section 8.17
    
    Binding Effect; Assignments
    
    
    74Section 8.18
    
    Third Party Beneficiaries
    
    
    75Section 8.19
    
    Notices
    
    
    75Section 8.20
    
    Waiver of Right to Trial by Jury
    
    
    76
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PageSection 8.21
    
    Service of Process
    
    
    76Section 8.22
    
    Interpretation
    
    
    77Section 8.23
    
    Expenses
    
    
    77Section 8.24
    
    Entire Agreement; Parties Intentions; Construction
    
    
    77Section 8.25
    
    Severability
    
    
    77Section 8.26
    
    Headings
    
    
    78Section 8.27
    
    Counterparts
    
    
    78
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##### 



EXHIBITS
 Exhibit 1.24
    
    Assumed LiabilitiesExhibit 1.175
    
    Retained LiabilitiesExhibit 1.178
    
    Excluded Saginaw AssetsExhibit 1.187
    
    Separation CostsExhibit 3.01(a)(i)
    
    Outstanding GM Purchase OrdersExhibit 3.01(b)
    
    Recently Awarded BusinessExhibit 3.01(b)(i)
    
    Booked Business Pricing to Be AgreedExhibit 3.02
    
    Contract ExtensionsExhibit 3.03(a)
    
    Changes in Manufacturing LocationExhibit 3.07
    
    New Business AwardsExhibit 3.08(a)
    
    FOP ProgramsExhibit 3.08(b)
    
    First Opportunity ProcessExhibit 3.12
    
    Sites That Are on New Business Hold As of
September 11, 2008Exhibit 3.14
    
    ROLRExhibit 4.01(a)
    
    Form of Monthly Invoice for Excess Labor CostsExhibit 4.02(b)
    
    Form of Monthly Invoice for the Aggregate Amount
of the Applicable Cash Burn Percentage of
Production Cash Burn Incurred at all Support
FacilitiesExhibit 4.02(i)
    
    Letter from Bill Hurles, of GM, to Jeff
Paprocki, of Delphi, dated February 1, 2007Exhibit 5.01(a)(i)
    
    Environmental Matters Agreement between Delphi
Automotive Systems Corporation (n/k/a Delphi)
and GM, dated as of October 1998Exhibit 5.01(a)(iv)
    
    Amended and Restated Agreement for the
Allocation of United States Federal, State and
Local Income Taxes dated as of December 16, 1998
between Delphi Automotive Systems Corporation
(n/k/a Delphi) and GMExhibit 5.01(a)(v)
    
    Agreement for Indemnification of United States
Federal, State and Local Non-Income Taxes dated
as of December 16, 1998 between Delphi
Automotive Systems Corporation (n/k/a Delphi)
and GMExhibit 5.01(a)(vi)
    
    Assignment and Assumption Agreement 
Industrial Development Bonds dated as of January
1, 1999 between DAS and GMExhibit 5.01(a)(vii)(i)
    
    Lease Agreement dated as of May 1, 2000 between
Delphi Canada Inc. and General Motors of Canada
Limited, as amended




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##### 



August 1, 2002Exhibit 5.01(a)(vii)(ii)
    
    Oshawa Labour & Management Agreement between
Delphi Canada, Inc. and General Motors Canada
Limited dated as of May 1, 2000.Exhibit 5.01(a)(vii)(iii)
    
    Administrative Services Agreement between Delphi
Canada, Inc. and General Motors Canada Limited
dated as of May 1, 2000.Exhibit 5.01(a)(viii)
    
    Trademark and Trade Name Agreement dated as of
January 1, 1999 between Delphi Automotive
Systems Corporation (n/k/a Delphi), DAS, and GMExhibit 5.01(a)(ix)
    
    Intellectual Property Contracts Transfer
Agreement dated as of December 4, 1998, between
DTI and GM, as amended October 31, 2001Exhibit 5.01(a)(x)
    
    Intellectual Property License Agreement dated as
of December 4, 1998, between DTI and GMExhibit 5.01(a)(xi)
    
    Intellectual Property Transfer Agreement dated
as of December 4, 1998 between DTI and GMExhibit 5.01(a)(xii)
    
    Technology Transfer Agreement dated December 4,
1998, between DTI and GMExhibit 5.01(a)(xiv)
    
    Real Estate Assignment and Assumption AgreementsExhibit 5.01(b)(i)
    
    UAW  GM  Delphi Memorandum of Understanding
Regarding Benefit Plan Treatment between UAW,
GM, and Delphi Automotive Systems Corporation
(n/k/a Delphi) dated September 30, 1999Exhibit 5.01(b)(ii)
    
    Letter agreement dated March 4, 1999 between
Delphi and GM concerning certain asbestos
liability, as supplemented by letter agreement
dated May 10, 1999 between Delphi and GMExhibit 5.01(b)(iii)
    
    Investment Tax Credit Transfer Agreement dated
December 8, 2000 between Delphi Automotive
Systems Corporation (n/k/a Delphi) and GMExhibit 5.01(b)(iv)
    
    Management Services Agreement dated September
19, 2002, as amended, among Delphi Corporation
and General Motors Management Corporation,
Delphi Mechatronic Systems, Inc., Packard-Hughes
Interconnect Company and ASEC
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##### 



ManufacturingExhibit 5.01(b)(v)
    
    Battery Facilitation Agreement  Transaction
Summary dated as of March 21, 2005 between
Delphi and GMExhibit 5.01(b)(vi)
    
    Agreement dated as of June 3, 2005 between
Delphi and GM concerning certain matters related
to Collins & Aikman CorporationExhibit 5.11(c)
    
    Certain Employment Related ClaimsExhibit 6.01
    
    Access Agreement Term Sheet
 iii




---



##### 



AMENDED AND RESTATED MASTER RESTRUCTURING AGREEMENT
 Agreement Delphi GM Party Parties
 RECITALS
 Transformation Plan
 (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 shall 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 Delphis 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.




---



##### 



Original Restructuring Agreement Original Agreements
       MRA-2




---



##### 



ARTICLE I
 DEFINITIONS
 401K Matching
 Access Agreement
 Active Basic Life Insurance
 Actual Applicable Labor Reimbursement Percentage
 Actual Pre-Effective Date Subsidy
 Additional Labor Reimbursement
 MRA-3




---



##### 



Adjusted Sale Proceeds
 Adjustment Determination Date
 Adjustment Payment Calculation
 Adjustment Payment Date
 Administrative Costs  National Benefit Center
 Adrian Facility
 Affiliates
 Agreement
 Anaheim Facility
 Anderson Facility
 Applicable Hours provided however
 MRA-4




---



##### 



Applicable Labor Reimbursement Percentage
 Applicable Production Cash Burn Percentage GM Percentage provided however
 Applicable Workers Compensation
 Approved Annual Amount
 Article III Dispute
 Assignment and Assumption Agreement  Industrial Revenue Bonds
 Assumed Liabilities Exhibit 1.24
 Athens Facility
 Bankruptcy Code
 Bankruptcy Court
 MRA-5




---



##### 



Bankruptcy Rules
 Base Monthly Warranty Level
 Bereavement Leave
 Booked Business
 Business Closing Date
 Business Optionee
 Business Optionees
 Business Optionor
 Business Outside Date
 Business Transaction
 Brookhaven Facility
 BTAB Process
 Cancellation Claims
 Capital Procurement Agreement
 Capital Procurement Payment
 MRA-6




---



##### 



Chapter 11 Cases
 Clinton Facility
 Closing Date
 COLA
 Columbus Facility
 Component Parts
 Confirmation Order
 Contract Term
 Contractual Savings
 Contribution Date
 Coopersville Facility
 DAS
 Debtors
 Delphi
 Delphi Assets
 MRA-7




---



##### 



Delphi Automotive Systems Business
 Delphi Material Impact
 Delphi Guaranty Parties
 Delphi Notice
 Delphi Parties
 Delphi Plan
 Delphi Products
 Delphi-Related Parties
 Delphi Retained Employment Liabilities provided however
 Delphi Supplier Cancellation Claims
 Delphi Suppliers
 MRA-8




---



##### 



Disability/Sickness & Accident
 Dispute Resolution Termination Date
 DTI
 Effective Date
 Employer Taxes
 Employment Outside Date
 Employment Party
 Employment Transfer
 Employment Transfer Facility
 Encumbrance
 Environmental Matters Agreement
 Excess Interiors Proceeds less less provided however
 MRA-9




---



##### 



Excess Labor Costs
 Excess Sandusky Proceeds less less provided however
 Excess Steering Proceeds less less provided however
 Existing Agreements
 Financial Services Supply Agreement
 Fitzgerald Facility
 Flint East Facility
 Flint West Facility
 Footprint Facilities
 Global Interiors & Closures Business
 MRA-10




---



##### 



provided provided
 Global Sourcing
 Global Steering Business KDAC provided
 MRA-11




---



##### 



provided provided
 GM GPSC
 GM Parties
 GM Purchase Order
 GM-Related Parties
 GM Suppliers
 Grand Rapids Facility
 MRA-12




---



##### 



Guaranteed Agreements
 Holiday
 Home Avenue Facility
 IAM MOU
 IBEW MOUs
 Including including
 Income Tax Allocation Agreement
 Independence Week
 Information
 Initial Payment Date
 Initial Sale Proceeds
 MRA-13




---



##### 



Intellectual Property Contracts Transfer Agreement
 Intellectual Property License Agreement
 Intellectual Property Transfer Agreement
 Interiors Advance
 Invoice Delivery Date
 IP License
 IUE-CWA
 IUE-CWA Business
 IUE-CWA Keep Facilities
 IUE-CWA MOU
 IUOE MOUs
 MRA-14




---



##### 



JOBs banks
 Jury Duty
 Kettering Facility
 Kokomo Facility
 Labor Cost Amount provided however provided further provided further provided further
 MRA-15




---



##### 



Labor Cost Line Items provided however
 Labor MOUs
 Laurel Facility
 Liquidity Support Agreement
 Lockport Facility
 Management Controls of Employee Costs provided
 MRA-16




---



##### 



Master Separation Agreement
 Mexican Business
 Military Leave
 Milwaukee E&C Facility
 Milwaukee E&S Facility
 MNS-2 Payment
 Moraine Facility
 MRA Consummation Date
 Needmore Road Facility
 Net-15th Prox
 MRA-17




---



##### 



Net Working Capital
 Night Shift Premium
 Non-GM Business
 Non-Income Tax Indemnification Agreement
 OE
 OE Parts
 Olathe Facility
 Option Designee
 Original Agreements
 Original Restructuring Agreement
 Outstanding GM Purchase Order
 Overtime Premium
 Paid Pre-Effective Date Subsidy
 Party Parties
 PAYGO Health Care
 MRA-18




---



##### 



Performance Bonus
 Permitted Encumbrance
 Person
 Petition Date
 Plan
 Possessor
 Post 2009 Workers Compensation
 MRA-19




---



##### 



Pre-Effective Date Subsidy Statement
 Prior Relationship
 Production Cash Burn Exhibit 4.02(b) Exhibit 4.02(b) Exhibit 4.02(b) provided however Exhibit 4.02(b) Exhibit 4.02(b) Exhibit 4.02(b) Exhibit 4.02(b)
 Profit Sharing
 Proposed Purchaser
 PRP Employees
 Red Circle Period
 Reimbursement Adjustment Amount
 MRA-20




---



##### 



Related Parties
 Requestor
 Restructuring Dispute
 Retained Liabilities Exhibit 1.175 provided however
 Retention Period
 Rochester Facility
 Saginaw E&C Assets Exhibit 1.178
 Saginaw E&C Facility
 Saginaw Steering Facility
 Sale Businesses
 MRA-21




---



##### 



Sale Facility Sale Facilities
 Sale Proceeds
 Sandusky Advance
 Sandusky Business provided provided provided
 MRA-22




---



##### 



Sandusky Facility
 Separation Costs Exhibit 1.187 provided however Exhibit 1.187
 SEPO
 Settlement Agreement
 Severance
 Standard GM Terms
 Straight Time
 Steering Advance
 Suggestion Awards
 Supplemental Unemployment Benefits
 MRA-23




---



##### 



Support End Date provided however
 Support Facilities
 Support Period
 Tooling
 Trademark and Trade Name Agreement
 Training and Legal
 Transaction Facilitation Agreement
 Transformation Plan
 UAW
 UAW Footprint Facilities
 MRA-24




---



##### 



UAW Keep Business
 UAW Keep Facilities
 UAW MOU
 UAW Sale Business
 UAW Wind-down Facilities
 Unrecovered Separation Costs
 Unsold Business
 USW
 USW MOUs
 Vacation
 Vandalia Facility
 Warranty Settlement Agreement
 MRA-25




---



##### 



Warren Facility
 Wichita Falls Facility
 Wind-down Facilities
 MRA-26




---



##### 



ARTICLE II
 CERTAIN EXHIBITS TO BE FILED UNDER SEAL
 Identification of Exhibits to the Filed Under Seal
   
    
    Exhibit 1.24. Assumed Liabilities.
    
    Exhibit 1.175. Retained Liabilities.
    
    Exhibit 1.178. Excluded Saginaw Assets.
    
    Exhibit 1.187. Separation Costs.
    
    Exhibit 3.01(a)(i). Outstanding GM Purchase Orders.
    
    Exhibit 3.01(b). Recently Awarded Business.
    
    Exhibit 3.01(b)(i). Booked Business Pricing to Be Agreed.
    
    Exhibit 3.02. Contract Extensions.
    
    Exhibit 3.03(a). Changes in Manufacturing Location.
    
    Exhibit 3.07. New Business Awards.
    
    Exhibit 3.08(a). FOP Programs.
    
    Exhibit 3.08(b). First Opportunity Process.
    
    Exhibit 3.12. Sites That Are on New Business Hold As of September 11, 2008.
    
    Exhibit 3.14. ROLR
    
    Exhibit 4.02(b). Form of Monthly Invoice for the Aggregate Amount of the
Applicable Cash Burn Percentage of Production Cash Burn Incurred at all Support
Facilities.
    
    Exhibit 4.02(i). Letter from Bill Hurles, of GM, to Jeff Paprocki, of
Delphi, dated February 1, 2007.
    
    Exhibit 6.01. Access Agreement Term Sheet.
 MRA-27




---



##### 



ARTICLE III
 REVENUE PLAN
  Component Parts Existing Agreements provided however Outstanding GM Purchase Order Exhibit 3.01(a)(i)
 Exhibit 3.01(b) Booked
Business
 MRA-28




---



##### 



Exhibit
3.01(b)(i)
 Contract Term UAW Keep Business UAW Sale Business IUE-CWA Business Mexican
Business
 Contract Extensions Exhibit 3.02 Exhibit 3.02 Exhibit 3.02 Exhibit 3.02
 Price Down Arrangements
 Contractual Savings provided however
 MRA-29




---



##### 



Exhibit
3.03(a)
  New Business Awards at UAW Keep Facilities
 New Business Awards at IUE-CWA Keep Facilities
 Reserved
 Other New Business Awards Exhibit 3.07
 First Opportunity Process Exhibit 3.08(a) Exhibit 3.08(b)
 Pricing and Other Business Terms for Certain Booked Business and New Business
Awards
 MRA-30




---



##### 



Dispute Resolution Article III Dispute
 Limitations on Global Sourcing
  MRA-31




---



##### 



Bidding Opportunities
 MRA-32




---



##### 



provided Exhibit 3.12
 Temporary Acceleration of Payment Terms Temporary
Acceleration of Payment Terms
    Keep Site Right of Last Refusal Exhibit
3.14
 MRA-33




---



##### 



ARTICLE IV
 FACILITIES PORTFOLIO
 Labor Reimbursement
    provided however
   MRA-34




---



##### 



Paid Pre-Effective Date Subsidy Pre-Effective Date Subsidy Statement Actual Pre-Effective Date
Subsidy
  Exhibit 4.01(a) Exhibit 4.01(a)
  MRA-35




---



##### 



provided however
  provided however
  Production Cash Burn Breakeven
 Support
Facilities Support Period provided however
 MRA-36




---



##### 



Exhibit 4.02(b) Exhibit 4.02(b)
   provided however
 MRA-37




---



##### 



Warranty Cost
Amount Base Monthly Warranty Level provided however
 MRA-38




---



##### 



provided however
  Exhibit 4.02(i)
    MRA-39




---



##### 



provided however provided however
 Sunset Requirements
  MRA-40




---



##### 



BTAB Process provided
 provided
  MRA-41




---



##### 



provided
 GM Working Capital Backstop for Sale Facilities
       MRA-42




---



##### 



Interiors Advance
          MRA-43




---



##### 



Sandusky Advance
        MRA-44




---



##### 



Steering
Advance
     MRA-45




---



##### 



Estimated Payment
Calculation
 Adjustment Payment Calculation
 provided
 MRA-46




---



##### 



Additional Terms Regarding Sale Facilities
 provided however provided further
 provided
 provided however
  MRA-47




---



##### 



Treatment of Unsold Businesses and the Transfer of Certain Employees
  Business Optionor Business
Optionors Business Optionee Business Optionees Unsold Business Option Unsold Business Options Unsold Business Unsold Businesses Business Transaction Business Transactions
 Business Closing Date provided
  MRA-48




---



##### 



MRA-49




---



##### 



provided however Business Outside
Date Business Outside Dates
  MRA-50




---



##### 



MRA-51




---



##### 



MRA-52




---



##### 



Employment Transfer Facility Employment Transfer
Facilities Employment Transfer Employment Transfers Employment
Party Employment Parties Employment Outside Date Employment Outside Dates
   MRA-53




---



##### 



provided further provided however
 MRA-54




---



##### 



MRA-55




---



##### 



Additional Terms Regarding Wind-Down Facilities
    Additional Terms Regarding Footprint Facilities
    Additional Terms Regarding UAW Keep Facilities
 MRA-56




---



##### 



ARTICLE V
 TREATMENT OF LEGACY AGREEMENTS; ORDINARY COURSE MATTERS;
INDEMNIFICATION
 Disposition of Agreements with GM
 Agreements Executed in Connection with the Separation to Be Assumed
 Environmental Matters Agreement Environmental Matters Agreement Exhibit 5.01(a)(i) provided however DTI Master Separation
Agreement
 Reserved
 Reserved
 Income Tax Allocation Agreement Income Tax Allocation Agreement Exhibit 5.01(a)(iv) provided however
 Non-Income Tax Indemnification Agreement Non-Income Tax Indemnification Agreement Exhibit 5.01(a)(v) provided
 MRA-57




---



##### 



however provided further
 Assignment and Assumption Agreement  Industrial Development
Bonds Assignment and Assumption
Agreement  Industrial Development Bonds Exhibit
5.01(a)(vi)
 Oshawa Lease Exhibit
5.01(a)(vii)(i) Exhibit 5.01(a)(vii)(ii) Exhibit 5.01(a)(vii)(iii) provided however
 Trademark and Trade Name Agreement Trademark and Trade Name
Agreement Exhibit 5.01(a)(viii)
 Intellectual Property Contracts Transfer Agreement Intellectual Property
Contracts Transfer Agreement Exhibit 5.01(a)(ix) provided however provided further
 MRA-58




---



##### 



Intellectual Property License Agreement Intellectual Property License Agreement Exhibit
5.01(a)(x) provided however
 Intellectual Property Transfer Agreement Intellectual Property Transfer Agreement Exhibit
5.01(a)(xi) provided however provided further
 Technology Transfer Agreement Technology Transfer Agreement Exhibit
5.01(a)(xii)
 Reserved
 Real Estate Assignment and Assumption Agreements Exhibit
5.01(a)(xiv)
 Agreements Executed After the Separation to Be Assumed
 MRA-59




---



##### 



UAW  GM  Delphi Memorandum of Understanding Regarding Benefit Plan
Treatment Exhibit 5.01(b)(i)
 Letter Agreement Concerning Certain Asbestos Liability Exhibit 5.01(b)(ii)
 Investment Tax Credit Transfer Agreement Exhibit 5.01(b)(iii)
 Management Services Agreement Exhibit
5.01(b)(iv)
 Battery Facilitation Agreement Exhibit 5.01(b)(v)
 C&A Agreement Exhibit 5.01(b)(vi)
 Existing Agreements
 Tooling Agreements
 MRA-60




---



##### 



Tooling Agreements
 Assumption, Reinstatement, or Ratification in the Entirety
 Postpetition Agreements
 Debtor Agreements provided however
 Non-Debtor Agreements
  provided however provided however
 Limitations on Cure Costs, Rejection Damages, or Assurances
 MRA-61




---



##### 



Limitation of Existing Indemnification Obligations
 Reserved
 Reserved
 Reserved
 Access to Information
 Related Parties Contribution
Date Requestor Prior Relationship Information
 Possessor
 MRA-62




---



##### 



Record Retention
   MRA-63




---



##### 



Reimbursement
 MRA-64




---



##### 



Product Liability Claims
 Delphi
Products
    MRA-65




---



##### 



Recall and Warranty Campaigns
 Reserved
 Notice
 Cooperation
  MRA-66




---



##### 



Continuation of Limited Employee Related Matters
 provided however SEPO
  Exhibit 5.11(c)
  ARTICLE VI
 ACCESS AGREEMENT AND KEEP SITE FACILITATION PAYMENTS
 Access Agreement
 MRA-67




---



##### 



Exhibit 6.01 Access
Agreement
 Keep Site Facilitation Payments
 ARTICLE VII
 EFFECTIVENESS
 Effectiveness Effective Date provided however MRA Consummation Date
 ARTICLE VIII
 MISCELLANEOUS
 On-Going Setoff Provisions provided however
 MRA-68




---



##### 



provided further however
 Termination Provisions
    Guaranty by Delphi
 Delphi Guaranty Parties Guaranteed Agreements
  MRA-69




---



##### 



Delphi Material Impact Delphi
Notice provided however provided further however Dispute Resolution Termination Date
 MRA-70




---



##### 



Continued Ownership of DAS provided however
 Cooperation with Financial Reporting
   MRA-71




---



##### 



Cancellation Claims
 provided however Cancellation Claims
 Delphi Supplier
Cancellation Claims
    Tooling Acknowledgment
 Tooling Accessories
  MRA-72




---



##### 



Reserved
 No Undisclosed Agreements or Commitments
 Governing Law; Jurisdiction; Venue provided however provided further provided further
 Dispute Resolution
 No Solicitation
 MRA-73




---



##### 



Negotiations Not Admissible provided however
 Specific Performance
 Representations and Warranties of Delphi and GM
  provided however
   Waiver; Modification; Amendment
 Binding Effect; Assignments
 MRA-74




---



##### 



provided however
 Third Party Beneficiaries
 Notices
  
  
 MRA-75




---



##### 



Waiver of Right to Trial by Jury
 Service of Process
 MRA-76




---



##### 



Interpretation
  Reserved
  $
  Expenses
 Entire Agreement; Parties Intentions; Construction
 Severability
 MRA-77




---



##### 



Headings
 Counterparts
  MRA-78




---



##### 



IN WITNESS WHEREOF
 DELPHI CORPORATION
    
    GENERAL MOTORS CORPORATIONBy:
    
    
    By:Name:
    John D. Sheehan
    
    
    Name:
    Frederick A. HendersonTitle:
    Vice President, Chief Restructuring Officer
    
    
    Title:
    President and Chief Operating Officer MRA-79