##### 



EXHIBIT 10.4
 EXECUTION COPY
 MASTER RESTRUCTURING AGREEMENT
 BETWEEN
 DELPHI CORPORATION
 AND
 GENERAL MOTORS CORPORATION
 DATED SEPTEMBER 6, 2007




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TABLE OF CONTENTS
 PageARTICLE IDEFINITIONSSection 1.01
    
    401K Matching
    
    
    3Section 1.02
    
    Active Basic Life Insurance
    
    
    3Section 1.03
    
    Actual Adjustment
    
    
    3Section 1.04
    
    Actual Applicable Labor Reimbursement Percentage
    
    
    3Section 1.05
    
    Actual Pre-Effective Date Subsidy
    
    
    3Section 1.06
    
    Adjusted Sale Proceeds
    
    
    3Section 1.07
    
    Adjustment Determination Date
    
    
    3Section 1.08
    
    Adjustment Payment Calculation
    
    
    4Section 1.09
    
    Adjustment Payment Date
    
    
    4Section 1.10
    
    Administrative Costs  National Benefit Center
    
    
    4Section 1.11
    
    Adrian Facility
    
    
    4Section 1.12
    
    Affiliates
    
    
    4Section 1.13
    
    Agreement
    
    
    4Section 1.14
    
    Anaheim Facility
    
    
    4Section 1.15
    
    Anderson Facility
    
    
    4Section 1.16
    
    Applicable Hours
    
    
    4Section 1.17
    
    Applicable Labor Reimbursement Percentage
    
    
    4Section 1.18
    
    Applicable Production Cash Burn Percentage
    
    
    4Section 1.19
    
    Applicable Workers Compensation
    
    
    5Section 1.20
    
    Approved Annual Amount
    
    
    5Section 1.21
    
    Article III Dispute
    
    
    5Section 1.22
    
    Assignment and Assumption Agreement  Industrial Revenue Bonds
    
    
    5Section 1.23
    
    Assumed Liabilities
    
    
    5Section 1.24
    
    Athens Facility
    
    
    5Section 1.25
    
    Bankruptcy Code
    
    
    5Section 1.26
    
    Bankruptcy Court
    
    
    5Section 1.27
    
    Bankruptcy Rules
    
    
    5Section 1.28
    
    Base Monthly Warranty Level
    
    
    5Section 1.29
    
    Bereavement Leave
    
    
    6Section 1.30
    
    Booked Business
    
    
    6Section 1.31
    
    Business Closing Date
    
    
    6Section 1.32
    
    Business Optionee
    
    
    6Section 1.33
    
    Business Optionees
    
    
    6Section 1.34
    
    Business Optionor
    
    
    6Section 1.35
    
    Business Outside Date
    
    
    6Section 1.36
    
    Business Transaction
    
    
    6Section 1.37
    
    Brookhaven Facility
    
    
    6
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Section 1.38
    
    BTAB Process
    
    
    6Section 1.39
    
    Cancellation Claims
    
    
    6Section 1.40
    
    Capital Procurement Agreement
    
    
    6Section 1.41
    
    Capital Procurement Payment
    
    
    6Section 1.42
    
    Chapter 11 Cases
    
    
    6Section 1.43
    
    Clinton Facility
    
    
    6Section 1.44
    
    Closing Date
    
    
    7Section 1.45
    
    COLA
    
    
    7Section 1.46
    
    Columbus Facility
    
    
    7Section 1.47
    
    Component Parts
    
    
    7Section 1.48
    
    Confirmation Order
    
    
    7Section 1.49
    
    Contract Term
    
    
    7Section 1.50
    
    Contractual Savings
    
    
    7Section 1.51
    
    Contribution Date
    
    
    7Section 1.52
    
    Coopersville Facility
    
    
    7Section 1.53
    
    DAS
    
    
    7Section 1.54
    
    Debtors
    
    
    7Section 1.55
    
    Delphi
    
    
    7Section 1.56
    
    Delphi Assets
    
    
    7Section 1.57
    
    Delphi Automotive Systems Business
    
    
    7Section 1.58
    
    Delphi Material Impact
    
    
    8Section 1.59
    
    Delphi Guaranty Parties
    
    
    8Section 1.60
    
    Delphi Notice
    
    
    8Section 1.61
    
    Delphi Parties
    
    
    8Section 1.62
    
    Delphi Products
    
    
    8Section 1.63
    
    Delphi-Related Parties
    
    
    8Section 1.64
    
    Delphi Retained Employment Liabilities
    
    
    8Section 1.65
    
    Delphi Supplier Cancellation Claims
    
    
    8Section 1.66
    
    Delphi Suppliers
    
    
    8Section 1.67
    
    Disability/Sickness & Accident
    
    
    8Section 1.68
    
    Dispute Resolution Termination Date
    
    
    8Section 1.69
    
    DTI
    
    
    9Section 1.70
    
    Effective Date
    
    
    9Section 1.71
    
    Employer Taxes
    
    
    9Section 1.72
    
    Employment Outside Date
    
    
    9Section 1.73
    
    Employment Party
    
    
    9Section 1.74
    
    Employment Transfer
    
    
    9Section 1.75
    
    Employment Transfer Facility
    
    
    9Section 1.76
    
    Encumbrance
    
    
    9Section 1.77
    
    Environmental Matters Agreement
    
    
    9Section 1.78
    
    Estimated Payment Amount
    
    
    9Section 1.79
    
    Excess Interiors Proceeds
    
    
    9Section 1.80
    
    Excess Labor Costs
    
    
    9Section 1.81
    
    Excess Sandusky Proceeds
    
    
    10Section 1.82
    
    Excess Steering Proceeds
    
    
    10Section 1.83
    
    Existing Agreements
    
    
    10
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Section 1.84
    
    Financial Services Supply Agreement
    
    
    10Section 1.85
    
    Fitzgerald Facility
    
    
    10Section 1.86
    
    Flint East Facility
    
    
    10Section 1.87
    
    Flint West Facility
    
    
    10Section 1.88
    
    Footprint Facilities
    
    
    10Section 1.89
    
    Global Interiors & Closures Business
    
    
    10Section 1.90
    
    Global Sourcing
    
    
    11Section 1.91
    
    Global Steering Business
    
    
    11Section 1.92
    
    GM GPSC
    
    
    12Section 1.93
    
    GM Parties
    
    
    12Section 1.94
    
    GM Purchase Order
    
    
    12Section 1.95
    
    GM-Related Parties
    
    
    12Section 1.96
    
    GM Suppliers
    
    
    12Section 1.97
    
    Grand Rapids Facility
    
    
    12Section 1.98
    
    Guaranteed Agreements
    
    
    12Section 1.99
    
    Holiday
    
    
    13Section 1.100
    
    Home Avenue Facility
    
    
    13Section 1.101
    
    IAM MOU
    
    
    13Section 1.102
    
    IBEW MOUs
    
    
    13Section 1.103
    
    Including or including
    
    
    13Section 1.104
    
    Income Tax Allocation Agreement
    
    
    13Section 1.105
    
    Independence Week
    
    
    13Section 1.106
    
    Information
    
    
    13Section 1.107
    
    Initial Payment Date
    
    
    13Section 1.108
    
    Initial Sale Proceeds
    
    
    13Section 1.109
    
    Intellectual Property Contracts Transfer Agreement
    
    
    13Section 1.110
    
    Intellectual Property License Agreement
    
    
    13Section 1.111
    
    Intellectual Property Transfer Agreement
    
    
    14Section 1.112
    
    Interiors Advance
    
    
    14Section 1.113
    
    Invoice Delivery Date
    
    
    14Section 1.114
    
    IP License
    
    
    14Section 1.115
    
    IUE-CWA
    
    
    14Section 1.116
    
    IUE-CWA Business
    
    
    14Section 1.117
    
    IUE-CWA Keep Facilities
    
    
    14Section 1.118
    
    IUE-CWA MOU
    
    
    14Section 1.119
    
    IUOE MOUs
    
    
    14Section 1.120
    
    Jury Duty
    
    
    14Section 1.121
    
    Kettering Facility
    
    
    14Section 1.122
    
    Kokomo Facility
    
    
    14Section 1.123
    
    Labor Cost Amount
    
    
    15Section 1.124
    
    Labor Cost Line Items
    
    
    15Section 1.125
    
    Labor MOUs
    
    
    16Section 1.126
    
    Laurel Facility
    
    
    16Section 1.127
    
    Lockport Facility
    
    
    16Section 1.128
    
    Master Separation Agreement
    
    
    16Section 1.129
    
    Military Leave
    
    
    16
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Section 1.130
    
    Milwaukee E&C Facility
    
    
    16Section 1.131
    
    Milwaukee E&S Facility
    
    
    16Section 1.132
    
    MNS-2 Payment
    
    
    16Section 1.133
    
    Moraine Facility
    
    
    16Section 1.134
    
    Needmore Road Facility
    
    
    16Section 1.135
    
    Net Working Capital
    
    
    16Section 1.136
    
    Night Shift Premium
    
    
    16Section 1.137
    
    Non-GM Business
    
    
    17Section 1.138
    
    Non-Income Tax Indemnification Agreement
    
    
    17Section 1.139
    
    OE
    
    
    17Section 1.140
    
    OE Parts
    
    
    17Section 1.141
    
    Olathe Facility
    
    
    17Section 1.142
    
    Option Designee
    
    
    17Section 1.143
    
    Outstanding GM Purchase Order
    
    
    17Section 1.144
    
    Overtime Premium
    
    
    17Section 1.145
    
    Paid Pre-Effective Date Subsidy
    
    
    17Section 1.146
    
    Party or Parties
    
    
    17Section 1.147
    
    PAYGO Health Care
    
    
    17Section 1.148
    
    Performance Bonus
    
    
    17Section 1.149
    
    Permitted Encumbrance
    
    
    17Section 1.150
    
    Person
    
    
    18Section 1.151
    
    Petition Date
    
    
    18Section 1.152
    
    Plan
    
    
    18Section 1.153
    
    Possessor
    
    
    18Section 1.154
    
    Pre-Effective Date Subsidy Statement
    
    
    18Section 1.155
    
    Price Down Arrangements
    
    
    18Section 1.156
    
    Prior Relationship
    
    
    18Section 1.157
    
    Production Cash Burn
    
    
    18Section 1.158
    
    Profit Sharing
    
    
    19Section 1.159
    
    Proposed Purchaser
    
    
    19Section 1.160
    
    PRP Employees
    
    
    19Section 1.161
    
    Red Circle Period
    
    
    19Section 1.162
    
    Reimbursement Adjustment Amount
    
    
    19Section 1.163
    
    Related Parties
    
    
    19Section 1.164
    
    Requestor
    
    
    19Section 1.165
    
    Restructuring Dispute
    
    
    19Section 1.166
    
    Retained Liabilities
    
    
    20Section 1.167
    
    Retention Period
    
    
    20Section 1.168
    
    Rochester Facility
    
    
    20Section 1.169
    
    Saginaw E&C Assets
    
    
    20Section 1.170
    
    Saginaw E&C Facility
    
    
    20Section 1.171
    
    Saginaw Steering Facility
    
    
    20Section 1.172
    
    Sale Businesses
    
    
    20Section 1.173
    
    Sale Facility
    
    
    20Section 1.174
    
    Sale Proceeds
    
    
    20Section 1.175
    
    Sandusky Advance
    
    
    20
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Section 1.176
    
    Sandusky Business
    
    
    20Section 1.177
    
    Sandusky Facility
    
    
    21Section 1.178
    
    Separation Costs
    
    
    21Section 1.179
    
    SEPO
    
    
    21Section 1.180
    
    Settlement Agreement
    
    
    21Section 1.181
    
    Severance
    
    
    22Section 1.182
    
    Standard GM Terms
    
    
    22Section 1.183
    
    Straight Time
    
    
    22Section 1.184
    
    Steering Advance
    
    
    22Section 1.185
    
    Suggestion Awards
    
    
    22Section 1.186
    
    Supplemental Unemployment Benefits
    
    
    22Section 1.187
    
    Support End Date
    
    
    22Section 1.188
    
    Support Facilities
    
    
    22Section 1.189
    
    Support Period
    
    
    22Section 1.190
    
    Tooling
    
    
    23Section 1.191
    
    Trademark and Trade Name Agreement
    
    
    23Section 1.192
    
    Training and Legal
    
    
    23Section 1.193
    
    Transformation Plan
    
    
    23Section 1.194
    
    UAW
    
    
    23Section 1.195
    
    UAW Footprint Facilities
    
    
    23Section 1.196
    
    UAW Keep Business
    
    
    23Section 1.197
    
    UAW Keep Facilities
    
    
    23Section 1.198
    
    UAW MOU
    
    
    23Section 1.199
    
    UAW Sale Business
    
    
    23Section 1.200
    
    UAW Wind-down Facilities
    
    
    23Section 1.201
    
    Unrecovered Separation Costs
    
    
    23Section 1.202
    
    Unsold Business
    
    
    24Section 1.203
    
    USW
    
    
    24Section 1.204
    
    USW MOUs
    
    
    24Section 1.205
    
    Vacation
    
    
    24Section 1.206
    
    Vandalia Facility
    
    
    24Section 1.207
    
    Warranty Settlement Agreement
    
    
    24Section 1.208
    
    Warren Facility
    
    
    24Section 1.209
    
    Wichita Falls Facility
    
    
    24Section 1.210
    
    Wind-down Facilities
    
    
    24
   Section 2.01
    
    Identification of Exhibits to the Filed Under Seal
    
    
    25
   Section 3.01
    
    Existing Agreements
    
    
    26
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Section 3.02
    
    Contract Extensions
    
    
    27Section 3.03
    
    Price Down Arrangements
    
    
    27Section 3.04
    
    New Business Awards at UAW Facilities
    
    
    29Section 3.05
    
    New Business Awards at IUE-CWA Facilities
    
    
    29Section 3.06
    
    Reserved
    
    
    29Section 3.07
    
    Other New Business Awards
    
    
    29Section 3.08
    
    First Opportunity Process
    
    
    30Section 3.09
    
    Pricing and Other Business Terms for New Business Awards
    
    
    30Section 3.10
    
    Dispute Resolution
    
    
    30Section 3.11
    
    Limitations on Global Sourcing
    
    
    30Section 3.12
    
    Bidding Opportunities
    
    
    31ARTICLE IVFACILITIES PORTFOLIO
 Section 4.01
    
    Labor Reimbursement
    
    
    32Section 4.02
    
    Production Cash Burn Breakeven
    
    
    34Section 4.03
    
    Sunset Requirements
    
    
    38Section 4.04
    
    GM Working Capital Backstop for Sale Facilities
    
    
    39Section 4.05
    
    Additional Terms Regarding Sale Facilities
    
    
    45Section 4.06
    
    Treatment of Unsold Businesses and the Transfer of Certain Employees
    
    
    46Section 4.07
    
    Additional Terms Regarding Wind-Down Facilities
    
    
    54Section 4.08
    
    Additional Terms Regarding Footprint Facilities
    
    
    54Section 4.09
    
    Additional Terms Regarding UAW Keep Facilities
    
    
    55
  
 Section 5.01
    
    Disposition of Agreements with GM
    
    
    55Section 5.02
    
    Limitation of Existing Indemnification Obligations
    
    
    60Section 5.03
    
    Reserved
    
    
    60Section 5.04
    
    Reserved
    
    
    60Section 5.05
    
    Reserved
    
    
    60Section 5.06
    
    Access to Information
    
    
    60Section 5.07
    
    Record Retention
    
    
    61Section 5.08
    
    Reimbursement
    
    
    63Section 5.09
    
    Product Liability Claims
    
    
    63Section 5.10
    
    Cooperation
    
    
    65Section 5.11
    
    Continuation of Limited Employee Related Matters
    
    
    65
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Section 6.01
    
    Effectiveness
    
    
    66
   Section 7.01
    
    On-Going Setoff Provisions
    
    
    66Section 7.02
    
    Termination Provisions
    
    
    66Section 7.03
    
    Guaranty by Delphi
    
    
    67Section 7.04
    
    Continued Ownership of DAS
    
    
    68Section 7.05
    
    Reserved
    
    
    68Section 7.06
    
    Cancellation Claims
    
    
    68Section 7.07
    
    Tooling Acknowledgment
    
    
    69Section 7.08
    
    Reserved
    
    
    69Section 7.09
    
    No Undisclosed Agreements or Commitments
    
    
    69Section 7.10
    
    Governing Law; Jurisdiction; Venue
    
    
    70Section 7.11
    
    Dispute Resolution
    
    
    70Section 7.12
    
    No Solicitation
    
    
    70Section 7.13
    
    Negotiations Not Admissible
    
    
    70Section 7.14
    
    Specific Performance
    
    
    71Section 7.15
    
    Representations and Warranties of Delphi and GM
    
    
    71Section 7.16
    
    Waiver; Modification; Amendment
    
    
    71Section 7.17
    
    Binding Effect; Assignments
    
    
    71Section 7.18
    
    Third Party Beneficiaries
    
    
    72Section 7.19
    
    Notices
    
    
    72Section 7.20
    
    Waiver of Right to Trial by Jury
    
    
    73Section 7.21
    
    Service of Process
    
    
    73Section 7.22
    
    Interpretation
    
    
    73Section 7.23
    
    Expenses
    
    
    74Section 7.24
    
    Entire Agreement; Parties Intentions; Construction
    
    
    74Section 7.25
    
    Severability
    
    
    74Section 7.26
    
    Headings
    
    
    74Section 7.27
    
    Counterparts
    
    
    75
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EXHIBITS
 Exhibit 1.23
    
    Assumed LiabilitiesExhibit 1.166
    
    Retained LiabilitiesExhibit 1.169
    
    Excluded Saginaw AssetsExhibit 1.178
    
    Separation CostsExhibit 3.01(a)
    
    Price Down Arrangements and Related MattersExhibit 3.01(a)
    
    (i) Outstanding GM Purchase OrdersExhibit 3.01(b)
    
    Recently Awarded BusinessExhibit 3.02
    
    Contract ExtensionsExhibit 3.03(c)
    
    Changes in Manufacturing LocationExhibit 3.07
    
    New Business AwardsExhibit 3.08(a)
    
    FOP ProgramsExhibit 3.08(b)
    
    First Opportunity ProcessExhibit 3.12
    
    Sites Providing Product Identified in Exhibit
3.01(a) That Are on New Business Hold As of August
29, 2007Exhibit 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 4.06(a)(xiv)
    
    Proposed PurchaserExhibit 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)(iii)
    
    Financial Services Supply Agreement dated as of
December 18, 1998 between DAS and GMExhibit 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 




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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 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)(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
 ii




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Management Corporation, Delphi
Mechatronic Systems, Inc., Packard-Hughes
Interconnect Company and ASEC 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 Claims
 iii




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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.




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MRA-2




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ARTICLE I
 DEFINITIONS
 401K Matching
 Active Basic Life Insurance
 Actual Adjustment
 Actual Applicable Labor Reimbursement Percentage
 Actual Pre-Effective Date Subsidy
 Adjusted Sale Proceeds
 Adjustment Determination Date
 MRA-3




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Adjustment Payment Calculation
 Adjustment Payment Date
 Administrative Costs  National Benefit Center
 Adrian Facility
 Affiliates
 Agreement
 Anaheim Facility
 Anderson Facility
 Applicable Hours provided however
 Applicable Labor Reimbursement Percentage
 Applicable Production Cash Burn Percentage
 MRA-4




---



##### 



GM Percentage provided however
 Applicable Workers Compensation
 Approved Annual Amount
 Article III Dispute
 Assignment and Assumption Agreement  Industrial Revenue Bonds
 Assumed Liabilities Exhibit 1.23
 Athens Facility
 Bankruptcy Code
 Bankruptcy Court
 Bankruptcy Rules
 Base Monthly Warranty Level
 MRA-5




---



##### 



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
 Chapter 11 Cases
 Clinton Facility
 MRA-6




---



##### 



Closing Date
 COLA
 Columbus Facility
 Component Parts
 Confirmation Order
 Contract Term
 Contractual Savings
 Contribution Date
 Coopersville Facility
 DAS
 Debtors
 Delphi
 Delphi Assets
 Delphi Automotive Systems Business
 MRA-7




---



##### 



Delphi Material Impact
 Delphi Guaranty Parties
 Delphi Notice
 Delphi Parties
 Delphi Products
 Delphi-Related Parties
 Delphi Retained Employment Liabilities
 Delphi Supplier Cancellation Claims
 Delphi Suppliers
 Disability/Sickness & Accident
 Dispute Resolution Termination Date
 MRA-8




---



##### 



DTI
 Effective Date
 Employer Taxes
 Employment Outside Date
 Employment Party
 Employment Transfer
 Employment Transfer Facility
 Encumbrance
 Environmental Matters Agreement
 Estimated Payment Amount
 Excess Interiors Proceeds less less provided however
 Excess Labor Costs
 MRA-9




---



##### 



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 provided
 MRA-10




---



##### 



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




---



##### 



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




---



##### 



Holiday
 Home Avenue Facility
 IAM MOU
 IBEW MOUs
 Including including
 Income Tax Allocation Agreement
 Independence Week
 Information
 Initial Payment Date
 Initial Sale Proceeds
 Intellectual Property Contracts Transfer Agreement
 Intellectual Property License Agreement
 MRA-13




---



##### 



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
 Jury Duty
 Kettering Facility
 Kokomo Facility
 MRA-14




---



##### 



Labor Cost Amount
 Labor Cost Line Items
 MRA-15




---



##### 



provided however
 Labor MOUs
 Laurel Facility
 Lockport Facility
 Master Separation Agreement
 Military Leave
 Milwaukee E&C Facility
 Milwaukee E&S Facility
 MNS-2 Payment
 Moraine Facility
 Needmore Road Facility
 Net Working Capital
 Night Shift Premium
 MRA-16




---



##### 



Non-GM Business
 Non-Income Tax Indemnification Agreement
 OE
 OE Parts"
 Olathe Facility
 Option Designee
 Outstanding GM Purchase Order
 Overtime Premium
 Paid Pre-Effective Date Subsidy
 Party Parties
 PAYGO Health Care
 Performance Bonus
 Permitted Encumbrance
 MRA-17




---



##### 



Person
 Petition Date
 Plan
 Possessor
 Pre-Effective Date Subsidy Statement
 Price Down Arrangements
 Prior Relationship
 Production Cash Burn Exhibit 4.02(b) Exhibit 4.02(b) Exhibit 4.02(b) provided however
 MRA-18




---



##### 



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
 Related Parties
 Requestor
 Restructuring Dispute
 MRA-19




---



##### 



Retained Liabilities Exhibit 1.166
 Retention Period
 Rochester Facility
 Saginaw E&C Assets Exhibit 1.169
 Saginaw E&C Facility
 Saginaw Steering Facility
 Sale Businesses
 Sale Facility Sale Facilities
 Sale Proceeds
 Sandusky Advance
 Sandusky Business
 MRA-20




---



##### 



provided provided provided
 Sandusky Facility
 Separation Costs Exhibit 1.178 provided however Exhibit 1.178
 SEPO
 Settlement Agreement
 MRA-21




---



##### 



Severance
 Standard GM Terms
 Straight Time
 Steering Advance
 Suggestion Awards
 Supplemental Unemployment Benefits
 Support End Date provided however
 Support Facilities
 Support Period
 MRA-22




---



##### 



Tooling
 Trademark and Trade Name Agreement
 Training and Legal
 Transformation Plan
 UAW
 UAW Footprint Facilities
 UAW Keep Business
 UAW Keep Facilities
 UAW MOU
 UAW Sale Business
 UAW Wind-down Facilities
 Unrecovered Separation Costs
 MRA-23




---



##### 



Unsold Business
 USW
 USW MOUs
 Vacation
 Vandalia Facility
 Warranty Settlement Agreement
 Warren Facility
 Wichita Falls Facility
 Wind-down Facilities
 MRA-24




---



##### 



ARTICLE II
 CERTAIN EXHIBITS TO BE FILED UNDER SEAL
 Identification of Exhibits to the Filed Under Seal
   -
    
    Exhibit 1.23. Assumed Liabilities.-
    
    Exhibit 1.166. Retained Liabilities.-
    
    Exhibit 1.169. Excluded Saginaw Assets.-
    
    Exhibit 1.178. Separation Costs.-
    
    Exhibit 3.01(a). Price Down Arrangements and Related Matters.-
    
    Exhibit 3.01(a)(i). Outstanding GM Purchase Orders.-
    
    Exhibit 3.01(b). Recently Awarded Business.-
    
    Exhibit 3.02. Contract Extensions.-
    
    Exhibit 3.03(c). 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 Providing Product Identified in Exhibit 3.01(a) That
Are on New Business Hold As of August 29, 2007.-
    
    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 4.06(a)(xiv). Proposed Purchaser.
 MRA-25




---



##### 



ARTICLE III
 REVENUE PLAN
 Existing Agreements
 Component Parts Existing Agreements provided however Exhibit 3.01(a) provided however Outstanding GM Purchase Order Exhibit 3.01(a)(i)
 Exhibit 3.01(b) Booked
Business
 MRA-26




---



##### 



Contract Term UAW Keep Business UAW Sale Business IUE-CWA Business
 Contract Extensions Exhibit 3.02 Exhibit 3.02 Exhibit 3.02 Exhibit 3.02
 Price Down Arrangements
 Exhibit 3.01(a) Price Down
Arrangements provided however Exhibit 3.01(a) Estimated Payment Amount
 MRA-27




---



##### 



Actual Adjustment
  Exhibit
3.01(a) Exhibit 3.01(a) Exhibit 3.01(a) Exhibit
3.01(a) Exhibit 3.01(a)
 Exhibit 3.01(a) Contractual Savings
 MRA-28




---



##### 



Exhibit 3.01(a) Exhibit 3.01(a) provided however Exhibit 3.01(a) Exhibit 3.03(c)
 Exhibit 3.01(a)
 Exhibit 3.01(a) Exhibit 3.01(a)
 New Business Awards at UAW Facilities
 New Business Awards at IUE-CWA Facilities Exhibit 3.01(a)
 Reserved
 Other New Business Awards Exhibit 3.07
 MRA-29




---



##### 



First Opportunity Process Exhibit 3.08(a) Exhibit 3.08(b)
 Pricing and Other Business Terms for New Business Awards
 Dispute Resolution Article III Dispute
 Limitations on Global Sourcing
  MRA-30




---



##### 



Exhibit 3.01(a) Exhibit 3.01(a) provided however
   Bidding Opportunities Exhibit
3.01(a) Exhibit 3.01(a) provided Exhibit 3.12 Exhibit 3.01(a)
 MRA-31




---



##### 



ARTICLE IV
 FACILITIES PORTFOLIO
 Labor Reimbursement
    provided however
  Paid Pre-Effective Date Subsidy Pre-Effective Date Subsidy Statement
 MRA-32




---



##### 



Actual Pre-Effective Date
Subsidy
  Exhibit 4.01(a) Exhibit 4.01(a)
 provided however
   MRA-33




---



##### 



provided however
  Production Cash Burn Breakeven
 Support
Facilities Support Period provided however
   Exhibit 4.02(b) Exhibit 4.02(b)
 MRA-34




---



##### 



provided however
  MRA-35




---



##### 



Warranty Cost
Amount Base Monthly Warranty Level provided however
 th
 provided however
 MRA-36




---



##### 



Exhibit 4.02(i)
  Exhibit 3.01(a)
     MRA-37




---



##### 



provided however provided however
 Sunset Requirements
  BTAB Process
 MRA-38




---



##### 



provided
 provided
 provided
 GM Working Capital Backstop for Sale Facilities
 MRA-39




---



##### 



Interiors Advance
    MRA-40




---



##### 



Sandusky Advance
   MRA-41




---



##### 



MRA-42




---



##### 



Steering Advance
       Estimated Payment
Calculation
 MRA-43




---



##### 



Adjustment Payment Calculation
 provided
   MRA-44




---



##### 



Additional Terms Regarding Sale Facilities
 provided however provided further
 provided
 provided however
  MRA-45




---



##### 



Treatment of Unsold Businesses and the Transfer of Certain Employees.
 Unsold Business Option
 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-46




---



##### 



MRA-47




---



##### 



provided however Business Outside
Date Business Outside Dates
  MRA-48




---



##### 



MRA-49




---



##### 



MRA-50




---



##### 



Exhibit 4.06(a)(xiv)
  (b) Employment Transfer No Later than Employment Outside Date
 Employment Transfer Facility Employment Transfer
Facilities Employment Transfer Employment Transfers Employment
Party Employment Parties Employment Outside Dates
 MRA-51




---



##### 



(c) Deemed Transactions
 provided further
 MRA-52




---



##### 



provided however
   MRA-53




---



##### 



Additional Terms Regarding Wind-Down Facilities
    Additional Terms Regarding Footprint Facilities
   MRA-54




---



##### 



Additional Terms Regarding UAW Keep Facilities
 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
 Financial Services Supply Agreement Financial Services Supply Agreement Exhibit 5.01(a)(iii)
 Income Tax Allocation Agreement
 MRA-55




---



##### 



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 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
 MRA-56




---



##### 



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
 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
 MRA-57




---



##### 



Technology Transfer Agreement Technology Transfer Agreement
 Reserved
 Real Estate Assignment and Assumption Agreements Exhibit
5.01(a)(xiv)
 Agreements Executed After the Separation to Be Assumed
 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)
 MRA-58




---



##### 



C&A Agreement Exhibit 5.01(b)(vi)
 Existing Agreements
 Tooling Agreements Tooling Agreements
 Assumption, Reinstatement, or Ratification in the Entirety
 Postpetition Agreements
 Debtor Agreements provided however
 Non-Debtor Agreements
  provided however
 MRA-59




---



##### 



provided however
 Limitations on Cure Costs, Rejection Damages, or Assurances
 Limitation of Existing Indemnification Obligations
 Reserved
 Reserved
 Section 5.05 Reserved.Section 5.06 Access to Information.
 Related Parties Contribution
Date Requestor
 MRA-60




---



##### 



Prior Relationship Information
 Possessor
  Record Retention
  MRA-61




---



##### 



MRA-62




---



##### 



Reimbursement
 Product Liability Claims
 Delphi
Products
  MRA-63




---



##### 



Recall and Warranty Campaigns
 Reserved
 Notice
 MRA-64




---



##### 



Cooperation
   Continuation of Limited Employee Related Matters
 provided however SEPO
  Exhibit 5.11(c)
 MRA-65




---



##### 



ARTICLE VI
 EFFECTIVENESS
 Effectiveness Effective Date
 ARTICLE VII
 MISCELLANEOUS
 On-Going Setoff Provisions provided however provided further however
 Termination Provisions
 MRA-66




---



##### 



Guaranty by Delphi
 Delphi Guaranty Parties Guaranteed Agreements
     MRA-67




---



##### 



Delphi Material Impact Delphi Notice provided however provided further however Dispute Resolution Termination
Date
 Continued Ownership of DAS provided however
 Section 7.05 Reserved.Section 7.06 Cancellation Claims.
  MRA-68




---



##### 



provided however Cancellation Claims
 Delphi Supplier
Cancellation Claims
    Tooling Acknowledgment
 Tooling Accessories
  Reserved
 No Undisclosed Agreements or Commitments
 MRA-69




---



##### 



Governing Law; Jurisdiction; Venue provided however provided further provided further
 Dispute Resolution
 No Solicitation
 Negotiations Not Admissible
 MRA-70




---



##### 



provided however
 Specific Performance
 Representations and Warranties of Delphi and GM
  provided however
   Waiver; Modification; Amendment
 Binding Effect; Assignments provided however
 MRA-71




---



##### 



Third Party Beneficiaries
 Notices
  
  
 
  
 MRA-72




---



##### 



Waiver of Right to Trial by Jury
 Service of Process
 Interpretation
   MRA-73




---



##### 



$
  Expenses
 Entire Agreement; Parties Intentions; Construction
 Severability
 Headings
 MRA-74




---



##### 



Counterparts
  MRA-75




---



##### 



IN WITNESS WHEREOF
 DELPHI CORPORATION
    
    
    
    GENERAL MOTORS CORPORATIONBy:
    
    /s/ John D. Sheehan
    
    
    
    By:
    
    /s/ Frederick A. HendersonName:
    
    John D. Sheehan
    
    
    
    Name:
    
    Frederick A. HendersonTitle:
    
    Vice President, Chief Restructuring Officer
    
    
    
    Title:
    
    Vice Chairman and Chief
Financial Officer
 MRA-76