##### 



EXHIBIT 10.3
 EXECUTION COPY
 GLOBAL SETTLEMENT AGREEMENT
 BETWEEN
 DELPHI CORPORATION,
on behalf of itself and certain of its subsidiaries and Affiliates,
 AND
 GENERAL MOTORS CORPORATION
 DATED SEPTEMBER 6, 2007




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Table of Contents
 PageRECITALS
    
    
    
    
    1ARTICLE I DEFINITIONS
    
    
    4Section 1.01
    
    Active Splinter EPBO
    
    
    4Section 1.02
    
    Actual HMO and DHMO Premiums
    
    
    4Section 1.03
    
    Actual Prescription Drug PBM Rebate Amount
    
    
    4Section 1.04
    
    Additional Releasing Parties
    
    
    4Section 1.05
    
    Affiliates
    
    
    5Section 1.06
    
    Bankruptcy Code
    
    
    5Section 1.07
    
    Bankruptcy Court
    
    
    5Section 1.08
    
    Bankruptcy Rules
    
    
    5Section 1.09
    
    Benefit Guarantees
    
    
    5Section 1.10
    
    Benefit Guarantee Term Sheets
    
    
    5Section 1.11
    
    Carrier Administrative Fees
    
    
    5Section 1.12
    
    Chapter 11 Cases
    
    
    5Section 1.13
    
    Completion Costs
    
    
    5Section 1.14
    
    Confirmation Order
    
    
    5Section 1.15
    
    Continuing Agreements
    
    
    6Section 1.16
    
    Covered Employees
    
    
    6Section 1.17
    
    DAS
    
    
    6Section 1.18
    
    Debtors
    
    
    6Section 1.19
    
    Delphi
    
    
    6Section 1.20
    
    Delphi Affiliate Parties
    
    
    6Section 1.21
    
    Delphi-Related Parties
    
    
    6Section 1.22
    
    Delphi HRP
    
    
    6Section 1.23
    
    Delphi Pension Trust
    
    
    6Section 1.24
    
    Delphi Surviving Claims
    
    
    6Section 1.25
    
    DIP Agent
    
    
    6Section 1.26
    
    DIP Credit Agreement
    
    
    6Section 1.27
    
    DIP Lenders
    
    
    7Section 1.28
    
    Disclosure Statement
    
    
    7Section 1.29
    
    Disclosure Statement Approval Date
    
    
    7Section 1.30
    
    Effective Date
    
    
    7Section 1.31
    
    EPBO
    
    
    7Section 1.32
    
    EPCA
    
    
    7Section 1.33
    
    Equity Committee
    
    
    7Section 1.34
    
    ERISA
    
    
    7Section 1.35
    
    Final Order
    
    
    7Section 1.36
    
    First Tranche Date
    
    
    8Section 1.37
    
    GM
    
    
    8Section 1.38
    
    GM HRP
    
    
    8Section 1.39
    
    GM IUE-CWA Payment
    
    
    8




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PageSection 1.40
    
    GM Pension Trust
    
    
    8Section 1.41
    
    GM Proof of Claim
    
    
    8Section 1.42
    
    GM Purchase Order
    
    
    8Section 1.43
    
    GM-Related Parties
    
    
    8Section 1.44
    
    GM Surviving Claims
    
    
    8Section 1.45
    
    Gross Liability
    
    
    8Section 1.46
    
    IAM
    
    
    8Section 1.47
    
    IAM MOU
    
    
    8Section 1.48
    
    IAM Releasing Parties
    
    
    9Section 1.49
    
    IBEW
    
    
    9Section 1.50
    
    IBEW MOUs
    
    
    9Section 1.51
    
    IBEW Releasing Parties
    
    
    9Section 1.52
    
    Incremental PRP Obligation
    
    
    9Section 1.53
    
    Initial UAW SAP
    
    
    9Section 1.54
    
    IP License
    
    
    9Section 1.55
    
    IRS
    
    
    9Section 1.56
    
    IRS Ruling
    
    
    9Section 1.57
    
    IUE-CWA
    
    
    9Section 1.58
    
    IUE-CWA Benefit Guarantee
    
    
    9Section 1.59
    
    IUE-CWA Benefit Guarantee Term Sheet
    
    
    10Section 1.60
    
    IUE-CWA Buy Down Amount
    
    
    10Section 1.61
    
    IUE-CWA Buy Down Amount Invoice
    
    
    10Section 1.62
    
    IUE-CWA Buy Out Payments
    
    
    10Section 1.63
    
    IUE-CWA MOU
    
    
    10Section 1.64
    
    IUE-CWA-Related Reimbursements
    
    
    10Section 1.65
    
    IUE-CWA Reimbursement Invoice
    
    
    10Section 1.66
    
    IUE-CWA Releasing Parties
    
    
    10Section 1.67
    
    IUE-CWA Retirement Incentives
    
    
    10Section 1.68
    
    IUE-CWA SAP
    
    
    10Section 1.69
    
    IUOE
    
    
    10Section 1.70
    
    IUOE MOUs
    
    
    10Section 1.71
    
    IUOE Releasing Parties
    
    
    11Section 1.72
    
    Labor MOUs
    
    
    11Section 1.73
    
    Medical Claims Reimbursement Amount
    
    
    11Section 1.74
    
    Medicare Part D Subsidy Receipts
    
    
    11Section 1.75
    
    Net Liability Transfer
    
    
    11Section 1.76
    
    Non-Represented Employees Releasing Parties
    
    
    11Section 1.77
    
    Non-Represented EPBO
    
    
    11Section 1.78
    
    Non-Represented and Splinter EPBO Payment
    
    
    11Section 1.79
    
    Non-Represented Employees Term Sheet
    
    
    11Section 1.80
    
    Normal Cost
    
    
    11Section 1.81
    
    Note
    
    
    11Section 1.82
    
    OPEB
    
    
    11Section 1.83
    
    Ordinary Course Relationship
    
    
    11Section 1.84
    
    Outstanding Issues
    
    
    12Section 1.85
    
    Partyor Parties
    
    
    12
 ii




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PageSection 1.86
    
    PBM
    
    
    12Section 1.87
    
    PBO
    
    
    12Section 1.88
    
    Petition Date
    
    
    12Section 1.89
    
    Plan
    
    
    12Section 1.90
    
    Plan Investors
    
    
    12Section 1.91
    
    Preliminary Transferred Asset Amount
    
    
    12Section 1.92
    
    Professional
    
    
    12Section 1.93
    
    Proof of Claim
    
    
    12Section 1.94
    
    PVB
    
    
    12Section 1.95
    
    Reimbursement Period
    
    
    12Section 1.96
    
    Restructuring Agreement
    
    
    13Section 1.97
    
    Retired Splinter EPBO
    
    
    13Section 1.98
    
    Second Tranche Date
    
    
    13Section 1.99
    
    Section 365 Motion
    
    
    13Section 1.100
    
    Separation
    
    
    13Section 1.101
    
    Settlement Dispute
    
    
    13Section 1.102
    
    Splinter Union Employees
    
    
    13Section 1.103
    
    Standard GM Terms
    
    
    13Section 1.104
    
    Transfer Date
    
    
    13Section 1.105
    
    Transferred Asset Amount
    
    
    13Section 1.106
    
    True-up Amount
    
    
    13Section 1.107
    
    UAW
    
    
    13Section 1.108
    
    UAW Benefit Guarantee
    
    
    14Section 1.109
    
    UAW Benefit Guarantee Term Sheet
    
    
    14Section 1.110
    
    UAW Buy Down Payments
    
    
    14Section 1.111
    
    UAW Buy Out Payments
    
    
    14Section 1.112
    
    UAW MOU
    
    
    14Section 1.113
    
    UAW Reimbursement Invoice
    
    
    14Section 1.114
    
    UAW-Related Reimbursements
    
    
    14Section 1.115
    
    UAW Retirement Incentives
    
    
    14Section 1.116
    
    UAW Releasing Parties
    
    
    14Section 1.117
    
    UAW SAP
    
    
    14Section 1.118
    
    UCC
    
    
    14Section 1.119
    
    Unsecured Claims
    
    
    14Section 1.120
    
    USW
    
    
    15Section 1.121
    
    USW Benefit Guarantee
    
    
    15Section 1.122
    
    USW Benefit Guarantee Term Sheet
    
    
    15Section 1.123
    
    USW Buy Out Payments
    
    
    15Section 1.124
    
    USW MOUs
    
    
    15Section 1.125
    
    USW-Related Reimbursements
    
    
    15Section 1.126
    
    USW Reimbursement Invoice
    
    
    15Section 1.127
    
    USW Releasing Parties
    
    
    15Section 1.128
    
    USW Retirement Incentives
    
    
    15Section 1.129
    
    Warranty Settlement Agreement
    
    
    15ARTICLE II COMMITMENTS REGARDING OPEB AND PENSION OBLIGATIONS
    
    
    16Section 2.01
    
    The Labor MOUs
    
    
    16
 iii




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PageSection 2.02
    
    Certain Payments Between GM and Delphi Relating To Hourly Employee Benefits.
    
    
    16Section 2.03
    
    Treatment of Delphis Pension Plans
    
    
    25ARTICLE III OTHER GM CONTRIBUTIONS TO LABOR MATTERS
    
    
    29Section 3.01
    
    Assumption of Labor-Related Obligations
    
    
    30Section 3.02
    
    UAW
    
    
    30Section 3.03
    
    IUE-CWA
    
    
    32Section 3.04
    
    USW
    
    
    36ARTICLE IV RELEASES AND CLAIMS TREATMENT
    
    
    38Section 4.01
    
    Release of GM-Related Parties.
    
    
    38Section 4.02
    
    Release of Delphi-Related Parties and the Delphi Affiliate Parties
    
    
    41Section 4.03
    
    Surviving Claims.
    
    
    42Section 4.04
    
    Cash to Be Paid to GM
    
    
    43ARTICLE V IMPLEMENTATION
    
    
    44Section 5.01
    
    Bankruptcy Court Filing
    
    
    44Section 5.02
    
    Actions Concerning Debtors Section 365 Motion
    
    
    44Section 5.03
    
    Actions Concerning Debtors 1113/1114 Motions
    
    
    44ARTICLE VI CONDITIONS TO EFFECTIVENESS
    
    
    44ARTICLE VII MISCELLANEOUS
    
    
    46Section 7.01
    
    Resolution of Pending Setoff Issues
    
    
    46Section 7.02
    
    No Undisclosed Agreements or Commitments
    
    
    46Section 7.03
    
    Termination
    
    
    46Section 7.04
    
    No Offset
    
    
    47Section 7.05
    
    Governing Law; Jurisdiction; Venue
    
    
    48Section 7.06
    
    Dispute Resolution
    
    
    48Section 7.07
    
    Joint Communication Program
    
    
    48Section 7.08
    
    No Solicitation
    
    
    48Section 7.09
    
    Negotiations Not Admissible
    
    
    49Section 7.10
    
    Specific Performance
    
    
    49Section 7.11
    
    Representations and Warranties of the Debtors and GM
    
    
    49Section 7.12
    
    Waiver; Modification; Amendment
    
    
    49Section 7.13
    
    Binding Effect; Assignments
    
    
    50Section 7.14
    
    Third Party Beneficiaries
    
    
    50Section 7.15
    
    Notices
    
    
    50Section 7.16
    
    Waiver of Right to Trial by Jury
    
    
    52Section 7.17
    
    Service of Process
    
    
    52Section 7.18
    
    Interpretation
    
    
    52Section 7.19
    
    Expenses
    
    
    53Section 7.20
    
    Entire Agreement; Parties Intentions; Construction
    
    
    53Section 7.21
    
    Severability
    
    
    53Section 7.22
    
    Headings
    
    
    53Section 7.23
    
    Affiliates
    
    
    53Section 7.24
    
    Counterparts
    
    
    54
 iv




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EXHIBITS
 Exhibit A
    
    Warranty Settlement AgreementExhibit B
    
    IP LicenseExhibit C
    
    Master Restructuring AgreementExhibit D
    
    PHI Protection AgreementExhibit E
    
    Outstanding Delphi Invoices for which GM Has Withheld Payment Due To Outstanding Prepetition Activities




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##### 



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
 Exhibit B
 Exhibit C
 GSA-3




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Outstanding Issues
   ARTICLE I
 DEFINITIONS
  Active Splinter EPBO 
  Actual HMO and DHMO Premiums 
  Actual Prescription Drug PBM Rebate Amount 
  Additional Releasing Parties 
 GSA-4




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 Affiliates 
  Bankruptcy Code 
  Bankruptcy Court 
  Bankruptcy Rules 
  Benefit Guarantees 
  Benefit Guarantee Term Sheets 
  Carrier Administrative Fees 
  Chapter 11 Cases 
  Completion Costs 
  Confirmation Order 
 GSA-5




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 Continuing Agreements 
  Covered Employees 
  DAS 
  Debtors 
  Delphi 
  Delphi Affiliate Parties 
  Delphi-Related Parties 
  Delphi HRP 
  Delphi Pension Trust 
  Delphi Surviving Claims 
  DIP Agent 
  DIP Credit Agreement 
 GSA-6




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 DIP Lenders 
  Disclosure Statement 
  Disclosure Statement Approval Date 
  Effective Date 
  EPBO 
  EPCA 
  Equity Committee 
  ERISA 
  Final Order 
 GSA-7




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 First Tranche Date 
  GM 
  GM HRP 
  GM IUE-CWA Payment 
  GM Pension Trust 
  GM Proof of Claim 
  GM Purchase Order 
  GM-Related Parties 
  GM Surviving Claims 
  Gross Liability 
  IAM 
  IAM MOU 
 GSA-8




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 IAM Releasing Parties 
  IBEW 
  IBEW MOUs 
  IBEW Releasing Parties 
  Incremental PRP Obligation 
  Initial UAW SAP 
  IP License 
  IRS 
  IRS Ruling 
  IUE-CWA 
  IUE-CWA Benefit Guarantee 
 GSA-9




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 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 
  IUE-CWA-Related Reimbursements 
  IUE-CWA Reimbursement Invoice 
  IUE-CWA Releasing Parties 
  IUE-CWA Retirement Incentives 
  IUE-CWA SAP 
  IUOE 
  IUOE MOUs 
 GSA-10




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##### 



 IUOE Releasing Parties 
  Labor MOUs 
  Medical Claims Reimbursement Amount 
  Medicare Part D Subsidy Receipts 
  Net Liability Transfer 
  Non-Represented Employees Releasing Parties 
  Non-Represented EPBO 
  Non-Represented and Splinter EPBO Payment 
  Non-Represented Employees Term Sheet 
  Normal Cost 
  Note 
  OPEB 
  Ordinary Course Relationship 
 GSA-11




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 Outstanding Issues 
  Party   Parties 
  PBM 
  PBO 
  Petition Date 
  Plan 
  Plan Investors 
  Preliminary Transferred Asset Amount 
  Professional 
  Proof of Claim 
  PVB 
  Reimbursement Period 
 GSA-12




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 Restructuring Agreement 
  Retired Splinter EPBO 
  Second Tranche Date 
  Section 365 Motion 
  Separation 
  Settlement Dispute 
  Splinter Union Employees 
  Standard GM Terms 
  Transfer Date 
  Transferred Asset Amount 
  True-up Amount 
  UAW 
 GSA-13




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 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 
  Unsecured Claims 
 GSA-14




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 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 
  Warranty Settlement Agreement 
 GSA-15




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ARTICLE II
 COMMITMENTS REGARDING OPEB AND PENSION OBLIGATIONS
 The Labor MOUs
      Code ERISA
  Certain Payments Between GM and Delphi Relating To Hourly Employee
Benefits.
 GM Reimbursement for Delphi OPEB Costs
 GSA-16




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##### 



Reimbursement Period
 Completion Costs Medical Claims
Reimbursement Amount
 Actual
HMO and DHMO Premiums
 Carrier Administrative Fees provided however
 GSA-17




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PBM Actual Prescription Drug PBM Rebate Amount provided however
 Medicare Part D Subsidy Receipts provided however
  GSA-18




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##### 



provided however
   Health Care Information Sharing Exhibit D
  GSA-19




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Post-Retirement Basic Life Insurance Reimbursement
  GSA-20




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##### 



Delphi Payments for Benefit Avoidance
   provided however provided further
 UAW-Represented Covered Employees
 GSA-21




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##### 



provided however provided however
 IUE-CWA Represented Covered Employees
   GSA-22




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USW Represented Covered Employees
   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
 GSA-23




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Non-Represented EPBO
 Active Splinter EPBO
 Retired
Splinter EPBO
 Cessation of Delphi OPEB True-up Obligations
 Audit Rights provided however
 Information List
 GSA-24




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##### 



Offset
 Treatment of Delphis Pension Plans
 Pension Freeze provided however
 GM Reimbursement for Delphi Normal Cost Credited Service
  provided however
  GSA-25




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##### 



Transfer of Certain Pension-Related Assets and Liabilities
  IRS Ruling
 IRS IRS Ruling
 Mechanics
 PBO Gross Liability Transferred Asset Amount
  GSA-26




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##### 



First Tranche Date
 Preliminary Transferred
Asset Amount
 Second Tranche Date True-up
Amount
  Delphi Note Note
 GSA-27




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##### 



Delphi Obligation for Delphi Active PRP Participants Incremental PRP Obligation
 PVB
   Description of Delphi Pension Trust Delphi Pension Trust GM Pension Trust
 GSA-28




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##### 



Tax Treatment of the Note
 Pension Funding
 Rights to Review Calculations
 Information List
 Offset
 ARTICLE III
 OTHER GM CONTRIBUTIONS TO LABOR MATTERS
  GSA-29




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Assumption of Labor-Related Obligations
 UAW
 UAW SAP
 UAW MOU
 UAW Retirement Incentives
 UAW Buy Out Payments
 UAW Buy Down Payments
 Flowbacks
 Job Opportunities
 UAW Claim Int l Union, UAW, et al. v.
General Motors Corp.
 GSA-30




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##### 



Costs of Pre-Retirement Program
 Reimbursement Procedure
 UAW-Related
Reimbursements
   GSA-31




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##### 



UAW
Reimbursement Invoice
  Audit Rights provided however
 Offset
 IUE-CWA
 IUE-CWA Labor Transformation
 IUE-CWA SAP
 GSA-32




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##### 



IUE-CWA MOU
 SEPO Opportunities
 IUE-CWA Buy Down Amount
 IUE-CWA Buy Down Amount
 IUE-CWA Buy Down
Amount Invoice
  IUE-CWA Buy Out Payments
 GSA-33




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##### 



Retirement Incentives
 GM IUE-CWA Payment GM IUE-CWA Payment
 IUE-CWA Claim
 Costs of Pre-Retirement Program
 Reimbursement Procedure
 IUE-CWA-Related Reimbursements
  GSA-34




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##### 



IUE-CWA Reimbursement
Invoice
  Audit Rights provided however
  GSA-35




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##### 



Offset
 USW
 USW MOUs
 USW SAP
 USW Buy Out Payments
 Retirement Incentives
 USW Claim
 Costs of Pre-Retirement Program
 Reimbursement Procedure
  GSA-36




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##### 



USW-Related Reimbursements
   USW Reimbursement Invoice
  Audit Rights
 GSA-37




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##### 



Offset
 ARTICLE IV
 RELEASES AND CLAIMS TREATMENT
  Release of GM-Related Parties .
 (a) The Debtors agree, and the Plan shall provide, 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 Restructuring 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
 GSA-38




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##### 



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, and the Plan shall provide, 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 Restructuring 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 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.
 The Plan shall provide that effective as of the Effective 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
Restructuring Agreement, the Labor
 GSA-39




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##### 



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.
 The Plan shall provide that effective as of the Effective Date, the GM-Related Parties
shall be released by the UAW Releasing Parties as set forth in the UAW MOU.
 The Plan shall provide that effective as of the Effective Date, the GM-Related Parties
shall be released by the IUE-CWA Releasing Parties as set forth in the IUE-CWA MOU.
 The Plan shall provide that effective as of the Effective Date, the GM-Related Parties
shall be released by the USW Releasing Parties as set forth in the USW MOUs.
 The Plan shall provide that effective as of the Effective Date, the GM-Related Parties
shall be released by the IAM Releasing Parties as set forth in the IAM MOU.
 The Plan shall provide that effective as of the Effective Date, the GM-Related Parties
shall be released by the IBEW Releasing Parties as set forth in the IBEW MOUs.
 The Plan shall provide that effective as of the Effective Date, the GM-Related Parties
shall be released by the IUOE Releasing Parties as set forth in the IUOE MOUs.
 The Plan shall provide that effective as of the Effective Date, 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 Restructuring 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 the Plan that is necessary to the success of the Plan, and (y) GM would
not have made this contribution without the releases provided for in this Agreement and in the
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
 GSA-40




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##### 



Confirmation Order and as agreed to by Delphi and GM in this Agreement or the Restructuring
Agreement.
 Release of Delphi-Related Parties and the Delphi Affiliate Parties .
 GM agrees, and the Plan shall provide, 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 the Plan, the Disclosure Statement, this
Agreement, the Restructuring 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. 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, and the Plan shall provide, 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 the Plan, the
 GSA-41




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##### 



Disclosure Statement, this Agreement, the Restructuring 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, and the
Plan shall provide, 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
 Each release by a Delphi-Related Party or Delphi Affiliate Party of the GM-Related Parties
pursuant to section 4.01 of this Agreement and the Plan shall not release the GM-Related Parties
from any claims arising in connection with the Ordinary Course Relationship, the Continuing
Agreements, 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
Restructuring Agreement, the Labor MOUs, the Non-Represented Employees Term Sheet, the UAW SAP, the
IUE-CWA SAP, the IP License, 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
 GSA-42




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##### 



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, or (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 Restructuring Agreement, the Labor MOUs, the
Non-Represented Employees Term Sheet, the IP License, or the Warranty Settlement 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.
 Cash to Be Paid to GM
   GSA-43




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##### 



ARTICLE V
 IMPLEMENTATION
 Bankruptcy Court Filing
 Actions Concerning Debtors Section 365 Motion
 Actions Concerning Debtors 1113/1114 Motions
 ARTICLE VI
 CONDITIONS TO EFFECTIVENESS
     provided however
 GSA-44




---



##### 



provided however provided
further however
  provided however provided further however provided however
 GSA-45




---



##### 



ARTICLE VII
 MISCELLANEOUS
 Resolution of Pending Setoff Issues Exhibit E
 No Undisclosed Agreements or Commitments
 Termination
  provided however
 GSA-46




---



##### 



No Offset
 GSA-47




---



##### 



Governing Law; Jurisdiction; Venue
 Dispute Resolution
 Joint Communication Program
 No Solicitation
 GSA-48




---



##### 



Negotiations Not Admissible
 Specific Performance
 Representations and Warranties of the Debtors and GM
  provided however
   Waiver; Modification; Amendment
 GSA-49




---



##### 



Binding Effect; Assignments
 Third Party Beneficiaries
 Notices
  
 GSA-50




---



##### 



GSA-51




---



##### 



Waiver of Right to Trial by Jury
 Service of Process
 Interpretation
    $
  GSA-52




---



##### 



Expenses
 Entire Agreement; Parties Intentions; Construction
 Severability
 Headings
 Affiliates
 GSA-53




---



##### 



Counterparts
  GSA-54




---



##### 



IN WITNESS HEREOF
 DELPHI CORPORATION,
    
    GENERAL MOTORS CORPORATIONincluding on behalf of its Debtor
subsidiaries and Debtor AffiliatesBy:
    
    /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
 GSA-55




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##### 



Exhibit A  Warranty Settlement Agreement
 GSA-A-1




---



##### 



Exhibit B  IP License
 GSA-B-1




---



##### 



Exhibit C  Master Restructuring Agreement
 GSA-C-1




---



##### 



Exhibit D  PHI Protection Agreement
 GSA-D-1




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##### 



Exhibit E  Amount of Outstanding Delphi Invoices for which GM Has Withheld Payment Due To
Outstanding Prepetition Activities
 GSA-E-1