exv10wb






Exhibit 10(b)




AMENDED AND RESTATED




GLOBAL SETTLEMENT AGREEMENT




BETWEEN




DELPHI CORPORATION,

on behalf of itself and certain of its subsidiaries and Affiliates,




AND




GENERAL MOTORS CORPORATION




DATED SEPTEMBER 12, 2008




 









 





Table of Contents




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	RECITALS
	 	 	 	 	1	 
	ARTICLE I DEFINITIONS	 	 	5	 
	Section 1.01
	 	“2007 Plan”	 	 	5	 
	Section 1.02
	 	“Active Splinter EPBO”	 	 	5	 
	Section 1.03
	 	“Actual HMO and DHMO Premiums”	 	 	5	 
	Section 1.04
	 	“Actual Prescription Drug PBM Rebate Amount”	 	 	5	 
	Section 1.05
	 	“Additional Releasing Parties”	 	 	5	 
	Section 1.06
	 	“Affiliates”	 	 	6	 
	Section 1.07
	 	“Bankruptcy Code”	 	 	6	 
	Section 1.08
	 	“Bankruptcy Court”	 	 	6	 
	Section 1.09
	 	“Bankruptcy Rules”	 	 	6	 
	Section 1.10
	 	“Benefit Guarantees”	 	 	6	 
	Section 1.11
	 	“Benefit Guarantee Term Sheets”	 	 	6	 
	Section 1.12
	 	“Benefit Transition Period”	 	 	6	 
	Section 1.13
	 	“Carrier Administrative Fees”	 	 	6	 
	Section 1.14
	 	“Cessation Date”	 	 	6	 
	Section 1.15
	 	“Chapter 11 Cases”	 	 	6	 
	Section 1.16
	 	“Completion Costs”	 	 	6	 
	Section 1.17
	 	“Confirmation Order”	 	 	6	 
	Section 1.18
	 	“Consideration”	 	 	7	 
	Section 1.19
	 	“Continuing Agreements”	 	 	7	 
	Section 1.20
	 	“Covered Employees”	 	 	7	 
	Section 1.21
	 	“DAS”	 	 	7	 
	Section 1.22
	 	“Debtors”	 	 	7	 
	Section 1.23
	 	“Delphi”	 	 	7	 
	Section 1.24
	 	“Delphi Affiliate Parties”	 	 	7	 
	Section 1.25
	 	“Delphi HRP”	 	 	7	 
	Section 1.26
	 	“Delphi Pension Trust”	 	 	7	 
	Section 1.27
	 	“Delphi Plan”	 	 	7	 
	Section 1.28
	 	“Delphi PRP”	 	 	7	 
	Section 1.29
	 	“Delphi-Related Parties”	 	 	7	 
	Section 1.30
	 	“Delphi Surviving Claims”	 	 	7	 
	Section 1.31
	 	“DHMO”	 	 	8	 
	Section 1.32
	 	“DIP Agent”	 	 	8	 
	Section 1.33
	 	“DIP Credit Agreement”	 	 	8	 
	Section 1.34
	 	“DIP Lenders”	 	 	8	 
	Section 1.35
	 	“Disclosure Statement”	 	 	8	 
	Section 1.36
	 	“Effective Date”	 	 	8	 
	Section 1.37
	 	“Emergence Date”	 	 	8	 
	Section 1.38
	 	“EPBO”	 	 	8	 
	Section 1.39
	 	“EPCA”	 	 	8	 






 









 






	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	Section 1.40
	 	“Equity Committee”	 	 	8	 
	Section 1.41
	 	“ERISA”	 	 	8	 
	Section 1.42
	 	“Final Order”	 	 	8	 
	Section 1.43
	 	“First Net Liability Transfer”	 	 	9	 
	Section 1.44
	 	“First Net Liability Transfer Claim”	 	 	9	 
	Section 1.45
	 	“First Tranche Date”	 	 	9	 
	Section 1.46
	 	“First Transfer Date”	 	 	9	 
	Section 1.47
	 	“Freeze Date”	 	 	9	 
	Section 1.48
	 	“GM”	 	 	9	 
	Section 1.49
	 	“GM HRP”	 	 	9	 
	Section 1.50
	 	“GM IUE-CWA Payment”	 	 	9	 
	Section 1.51
	 	“GM Pension Trust”	 	 	9	 
	Section 1.52
	 	“GM Proof of Claim”	 	 	9	 
	Section 1.53
	 	“GM Purchase Order”	 	 	9	 
	Section 1.54
	 	“GM-Related Parties”	 	 	9	 
	Section 1.55
	 	“GM Surviving Claims”	 	 	10	 
	Section 1.56
	 	“Gross Liability”	 	 	10	 
	Section 1.57
	 	“GSA Consummation Date”	 	 	10	 
	Section 1.58
	 	“HMO”	 	 	10	 
	Section 1.59
	 	“IAM”	 	 	10	 
	Section 1.60
	 	“IAM MOU”	 	 	10	 
	Section 1.61
	 	“IAM Releasing Parties”	 	 	10	 
	Section 1.62
	 	“IBEW”	 	 	10	 
	Section 1.63
	 	“IBEW MOUs”	 	 	10	 
	Section 1.64
	 	“IBEW Releasing Parties”	 	 	10	 
	Section 1.65
	 	“Incremental PRP Obligation”	 	 	11	 
	Section 1.66
	 	“Initial UAW SAP”	 	 	11	 
	Section 1.67
	 	“IP License”	 	 	11	 
	Section 1.68
	 	“IRS”	 	 	11	 
	Section 1.69
	 	“IRS Ruling”	 	 	11	 
	Section 1.70
	 	“IUE-CWA”	 	 	11	 
	Section 1.71
	 	“IUE-CWA Benefit Guarantee”	 	 	11	 
	Section 1.72
	 	“IUE-CWA Benefit Guarantee Term Sheet”	 	 	11	 
	Section 1.73
	 	“IUE-CWA Buy Down Amount”	 	 	11	 
	Section 1.74
	 	“IUE-CWA Buy Down Amount Invoice”	 	 	11	 
	Section 1.75
	 	“IUE-CWA Buy Out Payments”	 	 	11	 
	Section 1.76
	 	“IUE-CWA MOU”	 	 	11	 
	Section 1.77
	 	“IUE-CWA-Related Reimbursements”	 	 	12	 
	Section 1.78
	 	“IUE-CWA Reimbursement Invoice”	 	 	12	 
	Section 1.79
	 	“IUE-CWA Releasing Parties”	 	 	12	 
	Section 1.80
	 	“IUE-CWA Retirement Incentives”	 	 	12	 
	Section 1.81
	 	“IUE-CWA SAP”	 	 	12	 
	Section 1.82
	 	“IUOE”	 	 	12	 
	Section 1.83
	 	“IUOE, IBEW and IAM Benefit Guarantee Term Sheet”	 	 	12	 
	Section 1.84
	 	“IUOE MOUs”	 	 	12	 
	Section 1.85
	 	“IUOE Releasing Parties”	 	 	12	 






ii









 






	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	Section 1.86
	 	“Labor MOUs”	 	 	12	 
	Section 1.87
	 	“Liquidity Support Agreement”	 	 	12	 
	Section 1.88
	 	“Medical Claims Reimbursement Amount”	 	 	13	 
	Section 1.89
	 	“Medicare Part D Subsidy Receipts”	 	 	13	 
	Section 1.90
	 	“Non-Represented Employees Releasing Parties”	 	 	13	 
	Section 1.91
	 	“Non-Represented EPBO”	 	 	13	 
	Section 1.92
	 	“Non-Represented and Splinter EPBO Payment”	 	 	13	 
	Section 1.93
	 	“Non-Represented Employees Term Sheet”	 	 	13	 
	Section 1.94
	 	“Normal Cost”	 	 	13	 
	Section 1.95
	 	“OPEB”	 	 	13	 
	Section 1.96
	 	“OPEB Reimbursement Amount”	 	 	13	 
	Section 1.97
	 	“Ordinary Course Relationship”	 	 	13	 
	Section 1.98
	 	“Original Agreement ”	 	 	13	 
	Section 1.99
	 	“Outstanding Issues”	 	 	13	 
	Section 1.100
	 	“Party” or “Parties”	 	 	13	 
	Section 1.101
	 	“PBM”	 	 	14	 
	Section 1.102
	 	“PBO”	 	 	14	 
	Section 1.103
	 	“Petition Date”	 	 	14	 
	Section 1.104
	 	“Plan”	 	 	14	 
	Section 1.105
	 	“Plan Investors”	 	 	14	 
	Section 1.106
	 	“Preliminary Transferred Asset Amount”	 	 	14	 
	Section 1.107
	 	“Professional”	 	 	14	 
	Section 1.108
	 	“Proof of Claim”	 	 	14	 
	Section 1.109
	 	“PVB”	 	 	14	 
	Section 1.110
	 	“Reimbursement Period”	 	 	14	 
	Section 1.111
	 	“Restructuring Agreement”	 	 	14	 
	Section 1.112
	 	“Retired Splinter EPBO”	 	 	14	 
	Section 1.113
	 	“SAPs”	 	 	14	 
	Section 1.114
	 	“Second Net Liability Transfer”	 	 	14	 
	Section 1.115
	 	“Second Net Liability Transfer Claim”	 	 	15	 
	Section 1.116
	 	“Second Tranche Date”	 	 	15	 
	Section 1.117
	 	“Second Transfer Date”	 	 	15	 
	Section 1.118
	 	“Section 365 Motion”	 	 	15	 
	Section 1.119
	 	“Separation”	 	 	15	 
	Section 1.120
	 	“Settlement Dispute”	 	 	15	 
	Section 1.121
	 	“Splinter Union Employees”	 	 	15	 
	Section 1.122
	 	“Standard GM Terms”	 	 	15	 
	Section 1.123
	 	“Transferred Asset Amount”	 	 	15	 
	Section 1.124
	 	“Transfer Date”	 	 	15	 
	Section 1.125
	 	“True-up Amount”	 	 	15	 
	Section 1.126
	 	“UAW”	 	 	16	 
	Section 1.127
	 	“UAW Benefit Guarantee”	 	 	16	 
	Section 1.128
	 	“UAW Benefit Guarantee Term Sheet”	 	 	16	 
	Section 1.129
	 	“UAW Buy Down Payments”	 	 	16	 
	Section 1.130
	 	“UAW Buy Out Payments”	 	 	16	 
	Section 1.131
	 	“UAW MOU”	 	 	16	 






iii









 






	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	Section 1.132
	 	“UAW Reimbursement Invoice”	 	 	16	 
	Section 1.133
	 	“UAW-Related Reimbursements”	 	 	16	 
	Section 1.134
	 	“UAW Retirement Incentives”	 	 	16	 
	Section 1.135
	 	“UAW Releasing Parties”	 	 	16	 
	Section 1.136
	 	“UAW SAP”	 	 	16	 
	Section 1.137
	 	“UCC”	 	 	16	 
	Section 1.138
	 	“Unions”	 	 	16	 
	Section 1.139
	 	“Unsecured Claims”	 	 	17	 
	Section 1.140
	 	“USW”	 	 	17	 
	Section 1.141
	 	“USW Benefit Guarantee”	 	 	17	 
	Section 1.142
	 	“USW Benefit Guarantee Term Sheet”	 	 	17	 
	Section 1.143
	 	“USW Buy Out Payments”	 	 	17	 
	Section 1.144
	 	“USW MOUs”	 	 	17	 
	Section 1.145
	 	“USW-Related Reimbursements”	 	 	17	 
	Section 1.146
	 	“USW Reimbursement Invoice”	 	 	17	 
	Section 1.147
	 	“USW Releasing Parties”	 	 	17	 
	Section 1.148
	 	“USW Retirement Incentives”	 	 	17	 
	Section 1.149
	 	“Warranty Settlement Agreement”	 	 	18	 
	 
	 	 	 	 	 	 
	ARTICLE II COMMITMENTS REGARDING OPEB AND PENSION OBLIGATIONS	 	 	18	 
	Section 2.01
	 	The Labor MOUs	 	 	18	 
	Section 2.02
	 	Certain Payments Between GM and
Delphi Relating To Hourly Employee Benefits.	 	 	19	 
	Section 2.03
	 	Treatment of Delphi’s Pension Plans	 	 	28	 
	 
	 	 	 	 	 	 
	ARTICLE III OTHER GM CONTRIBUTIONS TO LABOR MATTERS	 	 	33	 
	Section 3.01
	 	Assumption of Labor-Related Obligations	 	 	34	 
	Section 3.02
	 	UAW	 	 	34	 
	Section 3.03
	 	IUE-CWA	 	 	36	 
	Section 3.04
	 	USW	 	 	39	 
	 
	 	 	 	 	 	 
	ARTICLE IV RELEASES AND CLAIMS TREATMENT	 	 	41	 
	Section 4.01
	 	Release of GM-Related Parties	 	 	41	 
	Section 4.02
	 	Release of Delphi-Related Parties
and the Delphi Affiliate Parties	 	 	44	 
	Section 4.03
	 	Surviving Claims	 	 	45	 
	Section 4.04
	 	Consideration to be Received by GM	 	 	47	 
	 
	 	 	 	 	 	 
	ARTICLE V IMPLEMENTATION	 	 	48	 
	Section 5.01
	 	Bankruptcy Court Filing	 	 	48	 
	Section 5.02
	 	Reasonable Best Efforts	 	 	48	 
	Section 5.03
	 	Actions Concerning Complaint Filed Under Seal	 	 	48	 
	Section 5.04
	 	Delphi Plan Requirements	 	 	48	 
	 
	 	 	 	 	 	 
	ARTICLE VI CONDITIONS TO EFFECTIVENESS	 	 	48	 
	Section 6.01
	 	Conditions to Effectiveness	 	 	48	 
	 
	 	 	 	 	 	 
	ARTICLE VII MISCELLANEOUS	 	 	50	 
	Section 7.01
	 	Resolution of Pending Setoff Issues	 	 	50	 
	Section 7.02
	 	No Undisclosed Agreements or Commitments	 	 	50	 
	Section 7.03
	 	Termination	 	 	50	 
	Section 7.04
	 	No Offset	 	 	50	 






iv









 






	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	Section 7.05
	 	Governing Law; Jurisdiction; Venue	 	 	50	 
	Section 7.06
	 	Dispute Resolution	 	 	51	 
	Section 7.07
	 	Joint Communication Program	 	 	51	 
	Section 7.08
	 	No Solicitation	 	 	51	 
	Section 7.09
	 	Negotiations Not Admissible	 	 	51	 
	Section 7.10
	 	Specific Performance	 	 	52	 
	Section 7.11
	 	Representations and Warranties of the Debtors and GM	 	 	52	 
	Section 7.12
	 	Waiver; Modification; Amendment	 	 	52	 
	Section 7.13
	 	Binding Effect; Assignments	 	 	52	 
	Section 7.14
	 	Third Party Beneficiaries	 	 	53	 
	Section 7.15
	 	Notices	 	 	53	 
	Section 7.16
	 	Waiver of Right to Trial by Jury	 	 	54	 
	Section 7.17
	 	Service of Process	 	 	54	 
	Section 7.18
	 	Interpretation	 	 	54	 
	Section 7.19
	 	Expenses	 	 	55	 
	Section 7.20
	 	Entire Agreement; Parties’ Intentions; Construction	 	 	55	 
	Section 7.21
	 	Severability	 	 	55	 
	Section 7.22
	 	Headings	 	 	55	 
	Section 7.23
	 	Affiliates	 	 	56	 
	Section 7.24
	 	Counterparts	 	 	56	 







v









 








EXHIBITS




	 	 	 
	 
	 	 
	Exhibit A

	 	Master Restructuring Agreement
	 
	 	 
	Exhibit B

	 	PHI Protection Agreement
	 
	 	 
	Exhibit C

	 	Outstanding Delphi Invoices for which GM Has Withheld Payment

Due To Outstanding Prepetition Activities
	 
	 	 
	Exhibit D

	 	Form of Order Authorizing and Approving This Agreement
	 
	 	 
	Exhibit E

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

	 	Summary of Terms of Series D Preferred Stock







 











 





AMENDED AND RESTATED GLOBAL SETTLEMENT AGREEMENT




          This Amended and Restated Settlement Agreement (together with all exhibits and attachments
hereto, including, without limitation, the Restructuring Agreement, the “Agreement”), is
entered into as of September 12, 2008, by and between Delphi Corporation (“Delphi”), on
behalf of itself and its subsidiaries and Affiliates operating as debtors and debtors in possession
in the Chapter 11 Cases (together with Delphi, the “Debtors”), and General Motors
Corporation (“GM”). Each of the Debtors and GM is referred to herein individually as a
“Party,” and collectively, as the “Parties.” As used herein, the phrases “this
Agreement,” “hereto,” “hereunder,” and phrases of like import shall mean this Agreement. All
capitalized terms shall have the meanings ascribed to them in Article I hereof. Unless otherwise
defined in this Agreement, capitalized terms in Articles II and III hereof shall have the meanings
as set forth in the Labor MOUs.



RECITALS




          WHEREAS, on October 8, 2005 and October 14, 2005, the Debtors commenced the Chapter 11 Cases
in the Bankruptcy Court for the purpose of restructuring their businesses and related financial
obligations pursuant to an overall transformation strategy that would incorporate the following
structural components:




	 	(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.





          WHEREAS, on March 22, 2006 Delphi, GM, and the UAW entered into the Initial UAW SAP, which was
authorized and approved by the Bankruptcy Court by order entered on May 12, 2006 (Docket No. 3754);



GSA-1









 





          WHEREAS, on March 31, 2006, Delphi filed a motion under Bankruptcy Code sections 1113 and 1114
seeking to reject the majority of its collective bargaining agreements with its key unions and to
modify retiree benefits (Docket No. 3035);



          WHEREAS, on March 31, 2006, the Debtors filed the Section 365 Motion seeking authority to
reject 5,472 supply contracts with GM pursuant to section 365 of the Bankruptcy Code (Docket No.
3033);



          WHEREAS, on June 5, 2006, Delphi, GM, and the UAW entered into a supplement to the Initial UAW
SAP to provide hourly UAW-represented employees with certain expanded options under the Initial UAW
SAP, which was authorized and approved by the Bankruptcy Court by order entered on July 7, 2006
(Docket No. 4461);



          WHEREAS, on June 16, 2006, Delphi, GM, and the IUE-CWA entered into the IUE-CWA SAP to
provide, with financial support from GM, an attrition program to certain of the Debtors’
IUE-CWA-represented employees, which was authorized and approved by the Bankruptcy Court by order
entered on July 7, 2006 (Docket No. 4461);



          WHEREAS, the Debtors, the UCC, and the Equity Committee have asserted that they may have
causes of action against GM and defenses to any claims GM may have against the Debtors, including
but not limited to those set forth in the GM Proof of Claim, arising from the Separation,
post-Separation conduct by GM, and other matters;



          WHEREAS, on June 22, 2007, Delphi, GM, and the UAW entered into the UAW MOU, which was
ratified by Delphi’s UAW-represented employees on June 28, 2007 and the UAW MOU was authorized and
approved by the Bankruptcy Court by order entered on July 19, 2007 (Docket No. 8693) and was
attached to the 2007 Plan as Exhibit 7.21(a);



          WHEREAS, on June 22, 2007, Delphi, GM, and the UAW entered into the UAW Benefit Guarantee Term
Sheet regarding (i) the freezing of the Delphi HRP, (ii) Delphi’s cessation of OPEB, and (iii) the
terms of a consensual triggering and application of the UAW Benefit Guarantee; the UAW Benefit
Guarantee Term Sheet is annexed as Attachment B to the UAW MOU and was authorized and approved by
the Bankruptcy Court by order entered on July 19, 2007 (Docket No. 8693);



          WHEREAS, on July 31, 2006, GM, on behalf of itself and certain of its Affiliates and
subsidiaries, filed the GM Proof of Claim;



          WHEREAS, on July 31, 2007, Delphi, GM, and each of the IAM and IBEW entered into the IAM MOU
and the IBEW MOUs, respectively, and on August 1, 2007, Delphi, GM, and the IUOE entered into the
IUOE MOUs, each of which has been ratified by the Splinter Union Employees; the IAM MOU, the IBEW
MOUs, and the IUOE MOU were authorized and approved by the Bankruptcy Court by order entered on
August 16, 2007 (Docket No. 9107) and were attached to the 2007 Plan as Exhibits 7.21(d)-(i);



          WHEREAS, on July 31, 2007, Delphi, GM, and each of the IAM, IBEW, and IUOE entered into the
“Term Sheet — Delphi Cessation and GM Provision of OPEB,” which is annexed as Attachment B to each
of the IAM MOU, IBEW MOU, and IUOE MOU and was



GSA-2









 







authorized and approved by the Bankruptcy Court by
order entered on August 16, 2007 (Docket No. 9107);



          WHEREAS, on August 3, 2007, Delphi and GM entered into the Non-Represented Employees Term
Sheet which was authorized and approved by the Bankruptcy Court by order entered on August 16, 2007
(Docket No. 9107);



          WHEREAS, on August 5, 2007, Delphi, GM, and the IUE-CWA entered into the IUE-CWA MOU, which
was ratified by Delphi’s IUE-CWA-represented employees on August 18, 2007, which was authorized and
approved by the Bankruptcy Court by order entered on August 16, 2007 (Docket No. 9106) and was
attached to the 2007 Plan as Exhibit 7.21(b);



          WHEREAS, on August 5, 2007, Delphi, GM, and the IUE-CWA entered into the IUE-CWA Benefit
Guarantee Term Sheet regarding (i) the freezing of the Delphi HRP, (ii) Delphi’s cessation of OPEB,
and (iii) the terms of a consensual triggering and application of the IUE-CWA Benefit Guarantee;
the IUE-CWA Benefit Guarantee Term Sheet is annexed as Attachment B to the IUE-CWA MOU and was
authorized and approved by the Bankruptcy Court by order entered on August 16, 2007 (Docket No.
9106);



          WHEREAS, on August 16, 2007, Delphi, GM, and the USW entered into the USW MOUs, which were
ratified by Delphi’s USW-represented employees on August 31, 2007; the USW MOUs were authorized and
approved by the Bankruptcy Court by order entered on August 29, 2007 (Docket No. 9169) and were
attached to the 2007 Plan as Exhibit 7.21(c);



          WHEREAS, on August 16, 2007, Delphi, GM, and the USW entered into the USW Benefit Guarantee
Term Sheet regarding (i) the freezing of the Delphi HRP, (ii) Delphi’s cessation of OPEB, and (iii)
the terms of a consensual triggering and application of the USW Benefit Guarantee; the USW Benefit
Guarantee Term Sheet is annexed as Attachment B to the USW MOU and was authorized and approved by
the Bankruptcy Court by order entered on August 29, 2007 (Docket No. 9169);



          WHEREAS, on August 14, 2007, Delphi and GM entered into the Warranty Settlement Agreement to
resolve, compromise, and/or settle certain outstanding warranty claims and issues; the Warranty
Settlement Agreement was authorized and approved by the Bankruptcy Court by order entered on
October 2, 2007 (Docket No. 10408); and pursuant to a letter agreement dated as of July 31, 2008,
GM waived all Delphi cash payment obligations under the Warranty Settlement Agreement;



          WHEREAS, on September 4, 2007, the Bankruptcy Court entered an order authorizing the
withdrawal without prejudice of the Debtors’ 1113/1114 Motion (Docket No. 9221);



          WHEREAS, on September 6, 2007, Delphi and GM entered into the IP License; the IP License was
authorized and approved by the Bankruptcy Court by order entered on October 3, 2007 (Docket No.
10429);



          WHEREAS, contemporaneously herewith, the Parties are entering into the Restructuring
Agreement, which is attached hereto as Exhibit A;



GSA-3









 





          WHEREAS, on September 6, 2007, the Debtors filed with the Bankruptcy Court a disclosure
statement and a proposed plan (the “2007 Plan”);



          WHEREAS, (i) on October 29, 2007, the Debtors filed with the Bankruptcy Court certain proposed
amendments to the Disclosure Statement and the 2007 Plan and to certain exhibits thereto, (ii) on
or before November 16, 2007, the Debtors filed with the Bankruptcy Court further proposed
amendments to the Disclosure Statement and the 2007 Plan and to certain exhibits thereto, (iii) on
December 3, 2007, the Debtors filed with the Bankruptcy Court further proposed amendments to the
Disclosure Statement and the 2007 Plan and to certain exhibits thereto, and (iv) on or about
December 5, 2007, the Debtors filed with the Bankruptcy Court further proposed amendments to the
Disclosure Statement and the 2007 Plan and to certain exhibits thereto;



          WHEREAS, on December 20, 2007, the Bankruptcy Court entered an order approving the adequacy of
the Disclosure Statement and granting the related solicitation procedures motion (Docket No.
11389);



          WHEREAS, on January 7, 2008, the Bankruptcy Court entered an order authorizing the withdrawal
without prejudice of the Debtors’ 365 Motion (Docket No. 11755);



          WHEREAS, on January 25, 2008, the Bankruptcy Court entered an order confirming the 2007 Plan
(as modified) (Docket No. 12359), which became a Final Order on February 4, 2008;



          WHEREAS, the Global Settlement Agreement dated as of September 6, 2007 and amended as of
December 7, 2007 (the “Original Agreement”) and the Master Restructuring Agreement dated
September 6, 2007 and amended December 7, 2007 were exhibits to, and incorporated in, the confirmed
2007 Plan;



          WHEREAS, on April 4, 2008, the Debtors announced that although they had met the conditions
required to substantially consummate the 2007 Plan, including obtaining $6.1 billion of exit
financing, Delphi’s Plan Investors refused to participate in a closing that was commenced but not
completed and refused to fund their obligations under the EPCA;



          WHEREAS, Delphi and GM entered into that certain agreement dated May 9, 2008 (as amended, the
“Liquidity Support Agreement”), which agreement was approved by the Bankruptcy Court by
order entered on April 30, 2008 (Docket No. 13489);



          WHEREAS, the Parties and unions representing Delphi hourly employees, former hourly employees,
and hourly retirees have entered into agreements regarding: (1) an hourly 414(l) transfer(s); (2)
the timing of the freeze of the Delphi HRP; and (3) the timing of the cessation of OPEB, and may
enter into amendments to such agreements;



          WHEREAS, Delphi and GM entered into an amendment of the Liquidity Support Agreement dated as
of August 6, 2008, which amendment is pending before the Bankruptcy Court;



GSA-4









 





          WHEREAS, by this Agreement the Parties desire to resolve all outstanding issues among them
that have arisen or may hereafter arise prior to the effective date of this Agreement
(collectively, the “Outstanding Issues”);



          WHEREAS, resolution of the Outstanding Issues requires the Parties to make certain
commitments, take certain actions, and receive certain consideration pursuant to, and subject to
the terms and conditions of, this Agreement, the Non-Represented Employee Term Sheet, the Labor
MOUs, the UAW SAP, the IUE-CWA SAP (each as may be amended, modified, or implemented in accordance
with an implementation agreement), the IP License, the Warranty Settlement Agreement, and any
Delphi Plan.



          NOW, THEREFORE, in consideration for the mutual promises and agreements, the receipt and
adequacy of which are mutually acknowledged, each Party hereby agrees that the Original Agreement
is amended and restated to read as follows:



ARTICLE I




DEFINITIONS




          Section 1.01
“2007 Plan” shall have the meaning ascribed to such term in the recitals.



          Section 1.02 “Active Splinter EPBO” shall have the meaning ascribed to such term in
section 2.02(f)(ii)(2) hereof.



          Section 1.03 “Actual HMO and DHMO Premiums” shall have the meaning ascribed to such
term in section 2.02(b)(ii) hereof.



          Section 1.04 “Actual Prescription Drug PBM Rebate Amount” shall have the meaning
ascribed to such term in section 2.02(b)(ii) hereof.



          Section 1.05 “Additional Releasing Parties” shall mean (i) creditors of any of the
Debtors and current and former holders of equity interests in Delphi, (ii) the Creditors’ Committee
and all current and former members of the Creditors’ Committee in their respective capacities as
such, (iv) the Equity Committee and all current and former members of the Equity Committee in their
respective capacities as such, (v) the DIP Agent in its capacity as such, (vi) the DIP Lenders
solely in their capacities as such, (vii) all Professionals, and (viii) with respect to each of the
above-named persons or entities, and only in their aforementioned capacities, such person’s or
entity’s Affiliates, current and former principals, officers, directors, agents, employees,
advisors, and representatives (including any attorneys, financial advisors, investment bankers, and
other professionals retained by such persons or entities), in their capacities as such, but shall
not include the Delphi-Related Parties, the Delphi Affiliate Parties, the UAW Releasing Parties,
the IUE-CWA Releasing Parties, the USW Releasing Parties, the IAM Releasing Parties, the IBEW
Releasing Parties, the IUOE Releasing Parties, and the Non-Represented Employees Releasing Parties.



GSA-5









 





          Section 1.06 “Affiliates” shall mean, with respect to any entity, any other entity
directly or indirectly, controlling, controlled by or under direct or indirect common control with
such entity.



          Section 1.07 “Bankruptcy Code” shall mean the Bankruptcy Reform Act of 1978, as
amended and codified in title 11 of the United States Code, 11 U.S.C. §§ 101-1330, as amended and
in effect on the Petition Date.



          Section 1.08 “Bankruptcy Court” shall mean the United States Bankruptcy Court for the
Southern District of New York or such other court as may have jurisdiction over the Chapter 11
Cases.



          Section 1.09 “Bankruptcy Rules” shall mean the Federal Rules of Bankruptcy Procedure
and the Official Bankruptcy Forms, as amended, the Federal Rules of Civil Procedure, as amended, as
applicable to the Chapter 11 Cases or proceedings therein, and the Local Rules of the Bankruptcy
Court, as applicable to the Chapter 11 Cases or proceedings therein, as the case may be.



          Section 1.10 “Benefit Guarantees” shall mean the UAW Benefit Guarantee, the IUE
Benefit Guarantee, and the USW Benefit Guarantee, collectively.



          Section 1.11 “Benefit Guarantee Term Sheets” shall mean, collectively, the UAW Benefit
Guarantee Term Sheet, the IUE-CWA Benefit Guarantee Term Sheet, and the USW Benefit Guarantee Term
Sheet, the IAM, IBEW, and IUOE “Term Sheet-Delphi Cessation and GM Provision of OPEB,” and the
Non-Represented Employees Term Sheet.



          Section 1.12 “Benefit Transition Period” shall have the meaning ascribed to such term
in section 2.03(c)(iii)(2)(A) hereof.



          Section 1.13 “Carrier Administrative Fees” shall have the meaning ascribed to such
term in section 2.02(b)(ii) hereof.



          Section 1.14 “Cessation Date” shall have the meaning ascribed to such term in section
2.02(a) hereof.



          Section 1.15 “Chapter 11 Cases” shall mean the chapter 11 cases of the Debtors pending
in the Bankruptcy Court and being jointly administered with one another under Case No. 05-44481,
and the phrase “Chapter 11 Case” when used with reference to a particular Debtor shall mean the
particular case under Chapter 11 of the Bankruptcy Code commenced by such Debtor in the Bankruptcy
Court.



          Section 1.16 “Completion Costs” shall have the meaning ascribed to such term in
section 2.02(b)(ii) hereof.



          Section 1.17 “Confirmation Order” shall mean the order entered by the Bankruptcy Court
confirming the Plan under section 1129 of the Bankruptcy Code.



GSA-6









 





          Section 1.18 “Consideration” shall have the meaning ascribed to such term in section
4.04(a) hereof.



          Section 1.19 “Continuing Agreements” shall mean the agreements that will be assumed,
ratified, or reinstated pursuant to section 5.01 of the Restructuring Agreement and any agreements
entered into by any Delphi-Related Party and/or Delphi Affiliate Party, on the one hand, and any GM
Related Party, on the other hand, after October 8, 2005.



          Section 1.20 “Covered Employees” shall have the meaning ascribed to such term in each
of the Benefit Guarantee Term Sheets.



          Section 1.21 “DAS” shall mean Delphi Automotive Systems LLC, a Delaware limited
liability company.



          Section 1.22 “Debtors” shall have the meaning ascribed to such term in the Recitals.



          Section 1.23 “Delphi” shall have the meaning ascribed to such term in the Preamble.



          Section 1.24 “Delphi Affiliate Parties” shall mean Affiliates of the Debtors (other
than the Delphi-Related Parties), and each of such Affiliate’s current and former principals,
officers, directors, agents, employees, advisors, and representatives (including any attorneys,
financial advisors, investment bankers, and other professionals retained by such persons or
entities) in their respective capacities.



          Section 1.25 “Delphi HRP” shall mean the Delphi Hourly-Rate Employees Pension Plan.



          Section 1.26 “Delphi Pension Trust” shall have the meaning ascribed to such term in
section 2.03(c)(vi) hereof.



          Section 1.27 “Delphi Plan” shall mean any Plan proposed or supported by Delphi.



          Section 1.28 “Delphi PRP” shall mean the pre-retirement program option offered by
Delphi as part of the SAPs.



          Section 1.29 “Delphi-Related Parties” shall mean the Debtors, the estates of the
Debtors as created under Bankruptcy Code section 541, the Delphi HRP, the Delphi Health Care
Program for Hourly Employees, the Delphi Life and Disability Benefits Program for Hourly Employees,
any other Delphi pension or welfare benefit plan, and each of their respective current and former
principals, officers, directors, agents, employees, advisors, and representatives (including any
attorneys, financial advisors, investment bankers, and other professionals retained by such persons
or entities) in their respective capacities.



          Section 1.30 “Delphi Surviving Claims” shall have the meaning ascribed to such term in
section 4.03(a) hereof.



GSA-7









 





          Section 1.31 “DHMO” shall mean “dental health maintenance organization.”



          Section 1.32 “DIP Agent” shall mean the administrative agent for the DIP Lenders as
defined in the DIP Credit Agreement.



          Section 1.33 “DIP Credit Agreement” shall mean that certain Revolving Credit, Term
Loan and Guaranty Agreement, dated as of May 9, 2008, by and among the Debtors, the DIP Agent, and
the DIP Lenders, which was executed by the Debtors in connection with the DIP Facility, as amended,
supplemented, or otherwise modified from time to time, and all documents executed in connection
therewith.



          Section 1.34 “DIP Lenders” shall mean the lenders and issuers from time to time party
to the DIP Credit Agreement.



          Section 1.35 “Disclosure Statement” shall mean the written disclosure statement
(including all schedules thereto or referenced therein) that relates to the Plan, as approved by
the Bankruptcy Court pursuant to section 1125 of the Bankruptcy Code and Bankruptcy Rule 3017, as
such disclosure statement may be amended, modified, or supplemented from time to time.



          Section 1.36 “Effective Date” shall mean the first business day on which all
conditions to the effectiveness of this Agreement as set forth in Article VI hereof have been
satisfied.



          Section 1.37 “Emergence Date” shall mean the day upon which the Plan is substantially
consummated.



          Section 1.38 “EPBO” shall have the meaning ascribed to such term in section 2.02(f)
hereof.



          Section 1.39 “EPCA” shall mean that certain Equity Purchase and Commitment Agreement,
dated August 3, 2007 as amended pursuant to an amendment attached as an annex to the letter from
the Plan Investors to Delphi dated December 7, 2007, between Delphi and the Plan Investors, without
giving effect to any subsequent amendments, waivers, or other modifications thereto.



          Section 1.40 “Equity Committee” shall mean the official committee of equity security
holders appointed pursuant to section 1102(a) of the Bankruptcy Code in the Chapter 11 Cases on
April 28, 2006, as reconstituted from time to time.



          Section 1.41 “ERISA” shall have the meaning ascribed to such term in section 2.01(f)
hereof.



          Section 1.42 “Final Order” shall mean an order or judgment, the operation or effect of
which has not been reversed, stayed, modified or amended, and as to which order or judgment (or any
reversal, stay, modification, or amendment thereof) (a) the time to appeal, seek certiorari, or
request reargument or further review or rehearing has expired and no appeal, petition for
certiorari, or request for reargument or further review or rehearing has been timely



GSA-8









 







filed, or (b)
any appeal that has been or may be taken or any petition for certiorari or request for reargument
or further review or rehearing that has been or may be filed has been resolved by the highest court
to which the order or judgment was appealed, from which certiorari was sought, or to which the
request was made, and no further appeal or petition for certiorari or request for reargument or
further review or rehearing has been or can be taken or granted.



          Section 1.43 “First Net Liability Transfer” shall have the meaning ascribed to such
term in section 2.03(c)(iii)(4) hereof.



          Section 1.44 “First Net Liability Transfer Claim” shall have the meaning ascribed to
such term in section 4.04(a)(i) hereof.



          Section 1.45 “First Tranche Date” shall have the meaning ascribed to such term in
section 2.03(c)(iii)(2) hereof.



          Section 1.46 “First Transfer Date” shall have the meaning ascribed to such term in
section 2.03(c)(iii)(4) hereof.



          Section 1.47 “Freeze Date” shall have the meaning ascribed to such term in section
2.03(a) hereof.



          Section 1.48 “GM” shall have the meaning ascribed to such term in the Preamble.



          Section 1.49 “GM HRP” shall mean the General Motors Hourly-Rate Employees Pension
Plan.



          Section 1.50 “GM IUE-CWA Payment” shall have the meaning ascribed to such term in
section 3.03(b) hereof.



          Section 1.51 “GM Pension Trust” shall have the meaning ascribed to such term in
section 2.03(c)(vi) hereof.



          Section 1.52 “GM Proof of Claim” shall mean proof of claim no. 13659 filed by GM on
August 6, 2006 in the Chapter 11 Cases.



          Section 1.53 “GM Purchase Order” shall mean a purchase order issued by GM or any and
all of its Affiliates and accepted by DAS according to Standard GM Terms, it being agreed by the
Parties that DAS shall be deemed to have accepted all such purchase orders accepted by the
Delphi-Related Parties pursuant to Standard GM Terms; provided, however, that no
purchase orders issued or to be issued by GM or any of its Affiliates to any Affiliate of Delphi
that is not a Delphi-Related Party shall be a GM Purchase Order.



          Section 1.54 “GM-Related Parties” shall mean GM, each of its Affiliates, the GM HRP,
the GM Health Care Program for Hourly Employees, the GM Life and Disability Benefits Program for
Hourly Employees, any other GM pension or welfare benefit plan, and each of their respective
current and former principals, officers, directors, agents, employees,



GSA-9









 







advisors, and
representatives (including any attorneys, financial advisors, investment bankers, and other
professionals retained by such persons or entities) in their respective capacities.



          Section 1.55 “GM Surviving Claims” shall have the meaning ascribed to such term in
section 4.03(b) hereof.



          Section 1.56 “Gross Liability” shall have the meaning ascribed to such term in section
2.03(c)(iii)(1) hereof.



          Section 1.57 “GSA Consummation Date” shall mean the date upon which occurs substantial
consummation of a Delphi Plan that (A) provides for (i) the consideration to be received by GM as
set forth in section 4.04 hereof and (ii) all releases described in section 4.01 hereof, and (B)
contains provisions clarifying that to the extent of any inconsistency between the terms of the
Delphi Plan and this Agreement (solely as to the subject matters addressed in this Agreement), the
terms of this Agreement will govern.



          Section 1.58 “HMO” shall mean a health maintenance organization.



          Section 1.59 “IAM” shall mean, collectively, the International Association of
Machinists and Aerospace Workers and its local unions that represent or formerly represented
employees and former employees of the applicable Debtor entity.



          Section 1.60 “IAM MOU” shall mean the “IAM-Delphi GM Memorandum of
Understanding-Delphi Restructuring” entered into as of July 31, 2007, as approved by the Bankruptcy
Court on August 16, 2007, by and among Delphi, GM, and the IAM, including all attachments and
exhibits thereto and all IAM-Delphi collective bargaining agreements referenced therein as modified
and each as now or hereafter amended in connection herewith or implemented in accordance with an
implementation agreement.



          Section 1.61 “IAM Releasing Parties” shall mean the IAM, all employees and former
employees of Delphi-Related Parties represented or formerly represented by the IAM, and all persons
or entities with claims derived from or related to any relationship with such employees or former
employees of Delphi-Related Parties.



          Section 1.62 “IBEW” shall mean, collectively, the International Brotherhood of
Electrical Workers and its local unions that represent or formerly represented employees and former
employees of the applicable Debtor entity.



          Section 1.63 “IBEW MOUs” shall mean the “IBEW-Delphi Powertrain-GM Memorandum of
Understanding — Delphi Restructuring” and the “IBEW-Delphi Electronics & Safety — GM Memorandum of
Understanding — Delphi Restructuring,” entered into as of July 31, 2007, as approved by the
Bankruptcy Court on August 16, 2007, by and among Delphi, GM, and the IBEW, including all
attachments and exhibits thereto and all IBEW-Delphi collective bargaining agreements referenced
therein as modified and each as now or hereafter amended in connection herewith or implemented in
accordance with an implementation agreement.



          Section 1.64 “IBEW Releasing Parties” shall mean the IBEW, all employees and former
employees of Delphi-Related Parties represented or formerly represented by the



GSA-10









 







IBEW, and all
persons or entities with claims derived from or related to any relationship with such employees or
former employees of Delphi-Related Parties.



          Section 1.65
“Incremental PRP Obligation” shall have the meaning ascribed to such term
in section 2.03(c)(v) hereof.



          Section 1.66 “Initial UAW SAP” shall mean the “UAW GM Delphi Special Attrition
Program” entered into as of March 22, 2006, by and among Delphi, GM, and the UAW and subsequently
clarified by the parties on March 27, 2006.



          Section 1.67 “IP License” shall mean the intellectual property license agreement
between Delphi and GM, dated as of September 6, 2007, which was authorized and approved by the
Bankruptcy Court by order entered on October 3, 2007 (Docket No. 10429).



          Section 1.68 “IRS” shall have the meaning ascribed to such term in section 2.03(b)(ii)
hereof.



          Section 1.69 “IRS Ruling” shall have the meaning ascribed to such term in section
2.03(c)(ii) hereof.



          Section 1.70 “IUE-CWA” shall mean the International Union of Electronic, Electrical,
Salaried, Machine and Furniture Workers-Communication Workers of America and its applicable local
unions.



          Section 1.71 “IUE-CWA Benefit Guarantee” shall mean the Benefit Guarantee agreement
between GM and the IUE-CWA, dated November 13, 1999, and signed November 14, 1999.



          Section 1.72 “IUE-CWA Benefit Guarantee Term Sheet” shall mean the agreement among
Delphi, GM, and the IUE-CWA, dated as of August 5, 2007, and annexed as Attachment B to the IUE-CWA
MOU, as now or hereafter amended in connection herewith or implemented in accordance with an
implementation agreement.



          Section 1.73 “IUE-CWA Buy Down Amount” shall have the meaning ascribed to such term in
section 3.03(a)(iv) of this Agreement.



          Section 1.74 “IUE-CWA Buy Down Amount Invoice” shall have the meaning ascribed to such
term in section 3.03(a)(iv)(2) of this Agreement.



          Section 1.75 “IUE-CWA Buy Out Payments” shall mean the buy out payments required to be
made by Delphi pursuant to Section C.3.b of the IUE-CWA MOU.



          Section 1.76 “IUE-CWA MOU” shall mean the IUE-CWA-Delphi-GM Memorandum of
Understanding – Delphi Restructuring, entered into as of August 5, 2007, as approved by the
Bankruptcy Court on August 16, 2007, among the IUE-CWA, Delphi, and GM, and all attachments and
exhibits thereto and the IUE-CWA-Delphi National Agreement referenced therein as modified, and each
as now or hereafter amended in connection herewith or implemented in accordance with an
implementation agreement.



GSA-11









 





          Section 1.77 “IUE-CWA-Related Reimbursements” shall have the meaning ascribed to such
term in section 3.03(e)(i) hereof.



          Section 1.78 “IUE-CWA Reimbursement Invoice” shall have the meaning ascribed to such
term in section 3.03(e)(iv) hereof.



          Section 1.79 “IUE-CWA Releasing Parties” shall mean the IUE-CWA, all employees and
former employees of Delphi-Related Parties represented or formerly represented by the IUE-CWA, and
all persons or entities with claims derived from or related to any relationship with such employees
or former employees of Delphi-Related Parties.



          Section 1.80 “IUE-CWA Retirement Incentives” shall mean the $35,000 retirement
incentives to be offered by Delphi pursuant to Section C.3.a of the IUE-CWA MOU and Attachment C
thereto.



          Section 1.81 “IUE-CWA SAP” shall mean the “IUE-CWA-GM-Delphi Special Attrition
Program” entered into as of June 16, 2006, by and among Delphi, GM, and the IUE-CWA.



          Section 1.82 “IUOE” shall mean collectively the International Union of Operating
Engineers and its local unions that represent or formerly represented employees and former
employees of the applicable Debtor entity.



          Section 1.83 “IUOE, IBEW and IAM Benefit Guarantee Term Sheet” shall mean the
agreement among Delphi, GM, the IUOE, the IBEW and the IAM, dated as of August 1, 2007, and annexed
as Attachment B to each of the IUOE MOUs, the IBEW MOUs and the IAM MOU as now or hereafter amended
in connection herewith or implemented in accordance with an implementation agreement.



          Section 1.84 “IUOE MOUs” shall mean the “IOUE Local 18S-Delphi-GM Memorandum of
Understanding — Delphi Restructuring,” the “IUOE Local
101S-Delphi-GM Memorandum of Understanding —
Delphi Restructuring,” and the “IUOE Local 832S-Delphi-GM
Memorandum of Understanding — Delphi
Restructuring,” all entered into as of August 1, 2007, as approved by the Bankruptcy Court on
August 16, 2007, by and among Delphi, GM, and the IUOE, including all attachments and exhibits
thereto and all IUOE-Delphi collective bargaining agreements referenced therein as modified, and
each as now or hereafter amended in connection herewith or implemented in accordance with an
implementation agreement.



          Section 1.85 “IUOE Releasing Parties” shall mean the IUOE, all employees and former
employees of Delphi-Related Parties represented or formerly represented by the IUOE, and all
persons or entities with claims derived from or related to any relationship with such employees or
former employees of the Delphi-Related Parties.



          Section 1.86 “Labor MOUs” shall mean the UAW MOU, the IUE-CWA MOU, the USW MOUs, the
IAM MOU, the IBEW MOUs, and IUOE MOUs, collectively.



          Section 1.87 “Liquidity Support Agreement” shall have the meaning ascribed to such
term in the Recitals hereof.



GSA-12









 





          Section 1.88 “Medical Claims Reimbursement Amount” shall have the meaning ascribed to
such term in section 2.02(b)(ii) hereof.



          Section 1.89 “Medicare Part D Subsidy Receipts” shall have the meaning ascribed to
such term in section 2.02(b)(ii) hereof.



          Section 1.90 “Non-Represented Employees Releasing Parties” shall mean all
non-represented hourly employees and former hourly employees of Delphi-Related Parties, and all
persons or entities with claims derived from or related to any relationship with such employees or
former employees of the Delphi-Related Parties.



          Section 1.91 “Non-Represented EPBO” shall have the meaning ascribed to such term in
section 2.02(f)(ii)(1) hereof.



          Section 1.92 “Non-Represented and Splinter EPBO Payment” shall have the meaning
ascribed to such term in section 2.02(f) hereof.



          Section 1.93
“Non-Represented Employees Term
Sheet” shall mean the “Term Sheet —
Delphi Cessation and GM Provision of OPEB for Certain Unrepresented Delphi Employee and Retirees”
entered into on or about July 31, 2007, by and among Delphi and GM.



          Section 1.94 “Normal Cost” shall have the meaning ascribed to such term in section
2.03(b)(iii) hereof.



          Section 1.95 “OPEB” shall mean post-retirement health care benefits and employer-paid
post-retirement basic life insurance benefits, collectively.



          Section 1.96 “OPEB Reimbursement Amount” shall have the meaning ascribed to such term
in section 2.02(b) hereof.



          Section 1.97 “Ordinary Course Relationship” shall mean the ordinary course
customer/supplier obligations owing between any Delphi-Related Party or any Delphi Affiliate Party,
on the one hand, and any GM-Related Party, on the other hand, and matters related to,
environmental, recall, product liability, and warranty obligations, but excluding matters relating
to the agreements entered into in connection with the Separation and Settled Claims (as defined in
the Warranty Settlement Agreement) other than the Environmental Matters Agreement (as defined in
the Restructuring Agreement).



          Section 1.98 “Original Agreement ” shall have the meaning ascribed to such term in the
Recitals hereof.



          Section 1.99 “Outstanding Issues” shall have the meaning ascribed to such term in the
Recitals hereof.



          Section 1.100 “Party” or “Parties” shall have the meanings ascribed to such
terms in the Preamble.



GSA-13









 





          Section 1.101 “PBM” shall have the meaning ascribed to such term in section
2.02(b)(ii) hereof.



          Section 1.102 “PBO” shall have the meaning ascribed to such term in section
2.03(c)(iii) hereof.



          Section 1.103 “Petition Date” shall mean, as applicable, (a) October 8, 2005 with
respect to those Debtors filing their petitions for relief in the Bankruptcy Court on such date, or
(b) October 14, 2005 with respect to those Debtors filing their petitions for relief in the
Bankruptcy Court on such date.



          Section 1.104 “Plan” shall mean any chapter 11 plan that is confirmed in the Chapter
11 Cases.



          Section 1.105 “Plan Investors” shall mean A-D Acquisition Holdings, LLC, Harbinger
Del-Auto Investment Company, Ltd., Merrill Lynch, Pierce, Fenner & Smith Incorporated, UBS
Securities LLC, Goldman Sachs & Co., and Pardus DPH Holding LLC.



          Section 1.106 “Preliminary Transferred Asset Amount” shall have the meaning ascribed
to such term in section 2.03(c)(iii)(2)(A) hereof.



          Section 1.107 “Professional” shall mean any Person retained in the Chapter 11 Cases by
separate Bankruptcy Court order pursuant to sections 327 and 1103 of the Bankruptcy Code or
otherwise; provided, however, that Professional does not include any Person retained pursuant to
the Ordinary Course Professionals Order.



          Section 1.108 “Proof of Claim” shall mean the proof of claim, as amended, filed by GM,
on behalf of itself and certain of its Affiliates and subsidiaries, in the Chapter 11 Cases.



          Section 1.109 “PVB” shall have the meaning ascribed to such term in section
2.03(c)(v)(1) hereof.



          Section 1.110 “Reimbursement Period” shall have the meaning ascribed to such term in
section 2.02(b) hereof.



          Section 1.111 “Restructuring Agreement” shall mean the Amended and Restated Master
Restructuring Agreement between Delphi and GM, dated as of the date hereof, which is attached
hereto as Exhibit A and is hereby incorporated in its entirety as part of this Agreement.



          Section 1.112 “Retired Splinter EPBO” shall have the meaning ascribed to such term in
section 2.02(f)(ii)(3) hereof.



          Section 1.113 “SAPs” shall mean the UAW SAP and the IUE-CWA SAP.



          Section 1.114 “Second Net Liability Transfer” shall have the meaning ascribed to such
term in section 2.03(c)(iii)(5) hereof.



GSA-14









 





          Section 1.115 “Second Net Liability Transfer Claim” shall have the meaning ascribed to
such term in section 4.04(a)(ii) hereof.



          Section 1.116 “Second Tranche Date” shall have the meaning ascribed to such term in
section 2.03(c)(iii)(2) hereof.



          Section 1.117 “Second Transfer Date” shall have the meaning ascribed to such term in
section 2.03(c)(iii)(5) hereof.



          Section 1.118 “Section 365 Motion” shall mean the motion filed by the Debtors on March
31, 2006, with the Bankruptcy Court seeking authority to reject 5,472 supply contracts with GM
pursuant to section 365 of the Bankruptcy Code, which the Bankruptcy Code authorized the Debtors to
withdraw without prejudice by an order entered on January 7, 2008 (Docket No. 11755).



          Section 1.119 “Separation” shall mean the transactions among GM, the Debtors, and
Delphi Affiliate Parties occurring in connection with the entry into the Master Separation
Agreement between Delphi and GM on January 1, 1999 and the transfer by GM and certain of its
Affiliates of assets, liabilities, manufacturing sites, and employees relating to the former Delphi
business sector of GM to certain of the Debtors and Delphi Affiliate Parties.



          Section 1.120 “Settlement Dispute” shall mean one or more defaults or disputes between
GM and any of the Debtors in which (i) the aggregate amount in controversy (including the monetary
value or impact of any injunctive relief) exceeds $500,000 (five hundred thousand dollars) and (ii)
the claims asserted require the application or construction of this Agreement, the attachments or
exhibits hereto (except for the Restructuring Agreement), or the provisions of the Plan relating to
the subject matter of this Agreement. By way of clarification, it is not intended by the Parties
that the term Settlement Dispute shall include commercial disputes that arise in the ordinary
course of business with respect to the various current and future contracts pursuant to which any
of the Debtors and/or the Delphi Affiliate Parties supplies components, component systems, goods,
or services to any of the GM-Related Parties.



          Section 1.121 “Splinter Union Employees” shall mean the Delphi hourly employees or
retirees who are or were represented by the IAM, the IBEW, or the IUOE.



          Section 1.122 “Standard GM Terms” shall mean the GM Terms and Conditions as revised in
September 2004.



          Section 1.123 “Transferred Asset Amount” shall have the meaning ascribed to such term
in section 2.03(c)(iii)(1) hereof.



          Section 1.124 “Transfer Date” shall have the meaning ascribed to such term in section
2.03(c)(iii)(1) hereof.



          Section 1.125 “True-up Amount” shall have the meaning ascribed to such term in section
2.03(c)(iii)(2)(B) hereof.



GSA-15









 





          Section 1.126 “UAW” means the International Union, United Automobile, Aerospace and
Agricultural Implement Workers of America and its applicable local unions.



          Section 1.127 “UAW Benefit Guarantee” shall mean the Benefit Guarantee agreement
between GM and the UAW, dated as of September 30, 1999.



          Section 1.128 “UAW Benefit Guarantee Term Sheet” shall mean the agreement among
Delphi, GM, and the UAW, dated June 22, 2007, and annexed as Attachment B to the UAW MOU, as now or
hereafter amended in connection herewith or implemented in accordance with an implementation
agreement..



          Section 1.129 “UAW Buy Down Payments” shall mean the buy down payments required to be
made by Delphi pursuant to Section C.5.c of the UAW MOU.



          Section 1.130 “UAW Buy Out Payments” shall mean the buy out payments required to be
made by Delphi pursuant to Section C.5.b of the UAW MOU.



          Section 1.131
“UAW MOU” shall mean the “UAW-Delphi-GM Memorandum of Understanding —
Delphi Restructuring” entered into as of June 22, 2007, as approved by the Bankruptcy Court on July
19, 2007, by and among Delphi, GM, and the UAW, including all attachments and exhibits thereto and
the UAW-Delphi National Agreement referenced therein as modified, and each as now or hereafter
amended in connection herewith or implemented in accordance with an implementation agreement..



          Section 1.132 “UAW Reimbursement Invoice” shall have the meaning ascribed to such term
in section 3.02(j)(iv) hereof.



          Section 1.133 “UAW-Related Reimbursements” shall have the meaning ascribed to such
term in section 3.02(j)(i) hereof.



          Section 1.134 “UAW Retirement Incentives” shall mean the $35,000 retirement incentives
to be offered by Delphi pursuant to Section C.5.a of the UAW MOU and Attachment C thereto.



          Section 1.135 “UAW Releasing Parties” shall mean the UAW, all employees and former
employees of Delphi-Related Parties represented or formerly represented by the UAW, and all persons
or entities with claims derived from or related to any relationship with such employees or former
employees of Delphi-Related Parties.



          Section 1.136 “UAW SAP” shall mean the Initial UAW SAP, as supplemented by the
“Supplement to UAW-GM-Delphi Special Attrition Program Agreement Dated March 22, 2006” entered into
as of June 5, 2006, by and among Delphi, GM, and the UAW.



          Section 1.137 “UCC” shall mean the statutory committee of unsecured claimholders
appointed in the Chapter 11 Cases.



          Section 1.138 “Unions” shall mean the IAM, the IBEW, the IUE-CWA, the IUOE, the UAW,
and the USW.




GSA-16












 





          Section 1.139 “Unsecured Claims” shall mean trade claims and other unsecured claims
(excluding unsecured funded debt claims, claims by the GM Parties, GM Surviving Claims, securities
claims, customer and environmental obligations, employee-related (excluding collective bargaining
obligations) and other obligations, and litigation exposure and other liabilities that are covered
by insurance) against the Debtors in the Chapter 11 Cases that are either (x) allowed or (y)
asserted but not yet expunged or disallowed.




          Section 1.140 “USW” shall mean collectively the United Steelworkers of America and
its local unions that represent or formerly represented the employees or former employees of the
applicable Debtor entity.




          Section 1.141 “USW Benefit Guarantee” shall mean the Benefit Guarantee agreement
between GM and the USW, dated December 13, 1999, and signed December 16 and 17, 1999.




          Section 1.142 “USW Benefit Guarantee Term Sheet” shall mean the agreement among
Delphi, GM, and the USW, dated as of August 16, 2007, and annexed as Attachment B to the USW MOUs,
as now or hereafter amended in connection herewith or implemented in accordance with an
implementation agreement..




          Section 1.143 “USW Buy Out Payments” shall mean the buy out payment required to be
made by Delphi pursuant to Section C.2 of the USW MOU — Home Avenue and Section C.1 of the USW MOU
— Vandalia and Attachment C thereto.




          Section 1.144 “USW MOUs” shall mean collectively the “USW-Delphi-GM Memorandum of
Understanding and Special Attrition Program — Vandalia — Delphi Restructuring” (“USW MOU —
Vandalia”) and the “USW-Delphi-GM Memorandum of Understanding — Home Avenue — Delphi
Restructuring” (“USW MOU — Home Avenue”), each entered into as of August 16, 2007, as approved by
the Bankruptcy Court on August 29, 2007, by and among Delphi, GM, and the USW, including all
attachments and exhibits thereto and all USW-Delphi collective bargaining agreements referenced
therein as modified, and each as now or hereafter amended in connection herewith or implemented in
accordance with an implementation agreement..




          Section 1.145 “USW-Related Reimbursements” shall have the meaning ascribed to such
term in section 3.04(d)(i) hereof.




          Section 1.146 “USW Reimbursement Invoice” shall have the meaning ascribed to such
term in section 3.04(d)(iv) hereof.




          Section 1.147 “USW Releasing Parties” shall mean the USW, all employees and former
employees of Delphi-Related Parties represented or formerly represented by the USW, and all persons
or entities with claims derived from or related to any relationship with such employees or former
employees of Delphi-Related Parties.




          Section 1.148 “USW Retirement Incentives” shall mean the $35,000 retirement
incentives to be offered by Delphi pursuant to Section C.1.a of the USW- MOU — Home Avenue




GSA-17









 







and
Attachment C thereto and the payments required to be made by Delphi pursuant to Section C.6 of the
USW — MOU — Home Avenue.




          Section 1.149 “Warranty Settlement Agreement” shall mean the Warranty, Settlement and
Release Agreement and Covenant Not to Sue between Delphi and GM, dated as of August 14, 2007, which
was authorized and approved by the Bankruptcy Court by order dated October 2, 2007 (Docket No.
10408).




ARTICLE II




COMMITMENTS REGARDING OPEB AND PENSION OBLIGATIONS




          Section 2.01 The Labor MOUs. To help facilitate the Debtors’ business, financial and operational restructuring, the Parties
have resolved certain matters concerning Delphi’s OPEB and pension obligations by entering into the
Labor MOUs and Non-Represented Employees Term Sheet, all of which are incorporated herein by
reference as if fully set forth herein. This summary of the terms of the Labor MOUs is qualified
entirely by, and is subject to, the actual terms and conditions of the Labor MOUs. Nothing in
Article II or III hereof is intended to limit, amend, modify, or supersede any term or condition in
any of the Labor MOUs. The Labor MOUs provide, among other things, for:




               (a) the freezing in certain respects of the Delphi HRP;



               (b) Delphi’s cessation of hourly OPEB;



               (c) the extension of the period of time on or before which GM’s obligations under the GM-UAW
Benefit Guarantee and GM — USW Benefit Guarantee may be triggered;



               (d) the extension of the period of time on or before which certain of Delphi’s obligations
under the GM-Delphi Indemnification Agreement as to the UAW may be triggered;



               (e) the consensual triggering of the Benefit Guarantees and GM provision of OPEB to certain
Delphi employees and retirees in a manner which relieves Delphi’s provision of OPEB;



               (f) the transfer of certain assets and liabilities from the Delphi HRP to the GM HRP pursuant
to section 414(l) of the Internal Revenue Code of 1986, as amended (the “Code”) and Section
208 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”); and



               (g) GM provision of OPEB as referenced in the UAW SAP, the IUE-CWA SAP, the Non-Represented
Term Sheet, and the special attrition programs negotiated with each union as part of the Labor
MOUs.



          The Parties will negotiate as soon as practicable with the respective Unions for modifications
or amendments or agreements or consents regarding implementation of the Benefit



GSA-18









 







Guarantee Term Sheets so that such agreements are consistent with and conform to the intent and purpose of this
Agreement. Subject to the occurrence of the Effective Date, it is further
understood that to the extent such agreements are not reached with all of the respective
Unions, the 414(l) transfer, the freeze of the Delphi HRP, and the cessation of OPEB provided for
herein shall be implemented to the fullest extent possible only with respect to those Unions with
whom the Parties have reached such agreements (whether before or after the Effective Date), which
agreements shall include contemporaneous effectiveness of releases on behalf of the GM-Related
Parties and Delphi-Related Parties as contained in the respective Benefit Guarantee Term Sheets.



          At any time on and after the earlier of (i) October 15, 2011, (ii) the date on which the
Bankruptcy Court enters an order converting the Delphi Corporation chapter 11 case into a case
under chapter 7 of the Bankruptcy Code, and (iii) the date on which the Bankruptcy Court enters an
order dismissing the Delphi Corporation chapter 11 case, and solely with respect to any respective
Union that has not delivered to Delphi and GM the agreement contemplated under Section 2.01 hereof
that explicitly and unconditionally authorizes the occurrence of the 414(l) transfer (including the
First Net Liability Transfer), the freeze of the Delphi HRP, the cessation of OPEB and the
contemporaneous effectiveness of releases on behalf of the GM-Related Parties and Delphi-Related
Parties as contained in the respective Benefit Guarantee Term Sheets, Delphi shall take reasonable
best efforts to effect the cessation of OPEB and the freeze of the Delphi HRP as to such Union; it
being understood that Delphi shall not be obliged to pay any money to any third party in exchange
for such cessation or freeze.




          Section 2.02 Certain Payments Between GM and Delphi Relating To Hourly Employee
Benefits.




               (a) Cessation of Delphi OPEB. Subject to the applicable Labor MOUs, Delphi shall
amend the Delphi Health Care Program for Hourly Employees and the Delphi Life and Disability
Benefits Program for Hourly Employees so as to cease to provide, offer, or have any liability for
OPEB as of the earliest date(s), if any, agreed upon by each of the respective Union(s) (the
“Cessation Date(s)”). The parties understand that the Cessation Date(s) may vary among
each of the respective unions according to each respective union’s agreement and with respect to
corresponding groups of Delphi retirees. In this regard, GM shall provide OPEB following each
Cessation Date only to the extent as set forth in the respective Labor MOUs. GM shall use its best
efforts to begin to administer OPEB on or before the 90th day after the applicable
Cessation Date(s) or as soon as practicable thereafter.



               (b) GM Reimbursement for Delphi OPEB Costs. Notwithstanding any Labor MOU, on the
Effective Date, GM shall assume financial responsibility to Delphi for all Delphi OPEB liability
from and after the Effective Date, in order to put Delphi in the same financial position it would
be in if the Cessation Date had occurred and Delphi had been relieved of any liability relating to
OPEB as set forth in the section 2.02(a) of this Agreement. In order to implement and satisfy GM’s
assumption of financial responsibility for Delphi OPEB pursuant to the preceding sentence (and GM’s
agreement to reimburse Delphi for certain OPEB costs for the period commencing on January 1, 2007),
GM shall reimburse Delphi’s aggregate cash spending for all actual, documented amounts paid by
Delphi to provide OPEB to hourly retirees under the Delphi Health Care Program for Hourly Employees
and the Delphi Life and Disability Benefits Program for Hourly Employees as specified in section
2.02(b)(ii)(1 through 3) and 2.02(d),



GSA-19









 







reduced by the amounts set forth in section 2.02(b)(ii)(4 and
5) (“OPEB Reimbursement Amount”) for the period commencing on January 1, 2007 and
continuing through the earlier of the date when GM begins to administer OPEB following an applicable Cessation Date or Delphi’s
cessation of OPEB pursuant to section 2.01 hereof (the “Reimbursement Period”). The
Parties understand that, because the Cessation Date(s) may vary among each of the respective Unions
according to each respective Union’s agreement and with respect to corresponding groups of Delphi
retirees, the Reimbursement Period may also vary among each of the respective Unions. As a result,
GM shall reimburse the OPEB Reimbursement Amount for each such Reimbursement Period as follows:



                    (i) Reimbursement Process.



                         (1) For the period January 1, 2007 through June 30, 2008, GM will reimburse Delphi for all
properly invoiced and documented OPEB Reimbursement Amounts, reduced by an estimate of applicable
credits under section 2.02(b)(ii)(4 and 5), on the later of the Effective Date and the date which
is two (2) business days after Delphi has provided written notice to GM of the date on which the
Effective Date will occur.



                         (2) For the period July 1, 2008 through the Effective Date, GM and Delphi will meet and
confer within five business days of the Effective Date to establish a reasonable estimate of the
OPEB Reimbursement Amount for such period, including an estimate of applicable credits under
section 2.02(b)(ii)(4 and 5). Within five business days of establishing the estimate, or as soon
as reasonably practicable thereafter, GM will reimburse Delphi 90 percent of such estimated amount.
Within 30 days of the Effective Date, Delphi will submit to GM all of the documentation referenced
in section 2.02(c)(i) through 2.02(c)(vi) hereof supporting Delphi’s actual cost for such amounts
along with a representation from Delphi that such documentation is substantially complete and
substantially accurate in all respects. Within 30 days of its receipt of this documentation from
Delphi, and subject to section 2.02(b)(ii)(4 and 5), GM will reimburse the shortfall between the 90
percent reimbursed estimate and Delphi’s actual OPEB Reimbursement Amount for this period. In the
event the 90 percent reimbursement based on the estimated amount is greater than the final
determination of Delphi’s OPEB Reimbursement Amount for this period, Delphi shall reimburse to GM
the amount of the overpayment or GM, in its discretion, may take such overpayment as an offset or
credit for amounts payable under section 2.02(b)(i)(3 or 4).



                         (3) For the period from the Effective Date through the earlier of the date when GM begins
to administer OPEB following an applicable Cessation Date or Delphi’s cessation of OPEB pursuant to
section 2.01 hereof, GM and Delphi will meet and confer within five business days of the Effective
Date to establish a reasonable monthly estimate of the OPEB Reimbursement Amount, calculated
separately for hourly retirees on a union-by-union basis for each month during such period,
including an estimate of applicable credits under section 2.02(b)(ii)(4 and 5). Within five
business days of the first day of each month thereafter, GM will pay Delphi 90 percent of such
estimated monthly amount, continuing on a month-to-month basis through the applicable Reimbursement
Period. Such estimated monthly amount shall be reduced by the pro-rata amount attributable to each
union for which a Cessation Date occurs within such month and for each month following such
Cessation Date. Within 30 days after the last day of each month, or at such time as soon thereafter
as documentation is available,



GSA-20









 







Delphi will submit to GM all of the documentation referenced in
section 2.02(c)(i) through 2.02(c)(vi) hereof supporting Delphi’s actual cost for such amounts
along with a representation from Delphi that such documentation is substantially complete and substantially accurate
in all respects. Within 30 days of its receipt of this documentation from Delphi, and subject to
section 2.02(b)(ii)(4 and 5), GM will reimburse the shortfall between the 90 percent reimbursed
estimate and Delphi’s actual monthly OPEB Reimbursement Amount. In the event the 90 percent
reimbursement based on the estimated amount is greater than Delphi’s actual monthly OPEB
Reimbursement Amount, Delphi shall reimburse to GM the amount of the overpayment or GM, in its
discretion, may take such overpayment as an offset or credit for any subsequent monthly amounts
payable under this section 2.02(b)(i)(3) or any subsequent payments pursuant to section
2.02(b)(i)(4).



                         (4) In addition, with respect to the actual self-insured Medical Claims described in section
2.02(b)(ii)(1), GM also will reimburse Delphi for claims incurred within the Reimbursement Period
that are paid by Delphi during the six month period following the Reimbursement Period within 30
days of GM’s receipt from Delphi all of the documentation referenced in section 2.02(c)(i) through
2.02(c)(vi) hereof supporting Delphi’s actual cost for such amounts along with a representation
from Delphi that such documentation is substantially complete and substantially accurate in all
respects and subject to section 2.02(b)(ii)(4 and 5) and GM’s right to apply any overpayment
remaining from previously made estimated payments as an offset or credit to payments under this
section 2.02(b)(i)(4).



                    (ii) OPEB Reimbursement Amount Calculation. The OPEB Reimbursement Amount will
be calculated in accordance with the following:



                         (1) The actual self-insured Medical Claims (HSM, Durable Medical Equipment, Mental Health,
Substance Abuse, Prescription Drug, Dental and Vision) for hourly retirees incurred in the
Reimbursement Period and paid by Delphi within six months of the end of the applicable
Reimbursement Period; plus the estimated additional claims costs completion value (the
“Completion Costs”) for incurred but not paid claims for hourly retirees as calculated by
Watson Wyatt and agreed to by GM (the “Medical Claims Reimbursement Amount”). No
additional reimbursement shall be provided for the value of any medical claims costs associated
with payment run-out not comprehended by the six-month period and Completion Costs.



                         (2) The actual paid HMO and DHMO premiums for hourly retirees (the “Actual HMO and DHMO
Premiums”) for the Reimbursement Period.



                         (3) Actual administration fees paid to Delphi Health Care Program for Hourly Employees
carriers (the “Carrier Administrative Fees”) based only on Delphi hourly retired contract
counts for the Reimbursement Period; provided, however, that for carriers whom
Delphi does not pay on a per contract basis, the Carrier Administrative Fees shall be determined by
taking Delphi’s total administrative fees paid to such carrier during the Reimbursement Period,
dividing that amount by the total population of Delphi participants serviced by the carrier during
the Reimbursement Period, and then multiplying the quotient by the total number of retirees for
whose OPEB GM is obligated to reimburse Delphi during the Reimbursement Period.



GSA-21









 





                         (4) Allocated actual Prescription Drug Pharmacy Benefit Manager (“PBM”) rebates (the
“Actual Prescription Drug PBM Rebate Amount”) received by Delphi from its PBM for the value
of Delphi hourly retiree Prescription Drug claims for the Reimbursement Period. The Actual
Prescription Drug PBM Rebate Amount shall consist of the amount of total PBM rebates attributable
to hourly retirees received by Delphi for claims incurred during the Reimbursement Period. The
Actual Prescription Drug PBM Rebate Amount shall be a credit against GM’s payment of the Medical
Claims Reimbursement Amount. If the Actual Prescription Drug PBM Rebate Amount is not available at
the time a payment of the Medical Claims Reimbursement Amount is due under section 2.02(b)(i), GM’s
payment to Delphi of the Medical Claims Reimbursement Amount shall be reduced by the estimate of
the Actual Prescription Drug PBM Rebate Amount, which shall be reconciled upon receipt of any
remaining documentation under section 2.02(c)(iv) and (c)(v) hereof.



                         (5) Actual Medicare Part D subsidy receipts related to Prescription Drug claims for Delphi
hourly retirees incurred during the Reimbursement Period (the “Medicare Part D Subsidy
Receipts”). The Medicare Part D Subsidy Receipts shall be a credit against GM’s payment of the
Medical Claims Reimbursement Amount. If the Medicare Part D Subsidy Receipts amount is not
available at the time a payment of the Medical Claims Reimbursement Amount is due
under section 2.02(b)(i), GM’s payment to Delphi of the payment of the Medical
Claims Reimbursement Amount shall be reduced by the estimate of the Medicare Part D subsidy, which
shall be reconciled upon receipt of any remaining documentation under section 2.02(c)(iv) and
(c)(v) hereof.



                         (6) Within 180 days after the end of the Reimbursement Period, Delphi shall advise GM of any
open credits, uncollected receivables, potential litigation settlements or other recoverable
amounts directly associated with or allocable to Delphi hourly retirees for Medical Claims incurred
in the applicable Reimbursement Period. At that time, GM and Delphi shall establish a mutually
agreed upon process to ensure GM is reimbursed these recoverable amounts within thirty (30) days of
Delphi’s receipt of such recoveries. GM shall only be reimbursed for credits, uncollected
receivables, potential litigation settlements, or other recoverable amounts to the extent GM paid
Delphi for the initial claim; provided, however, that where such amounts are not
tied to specific claims, the reimbursement amount shall be determined as follows: (x) for carriers
and service providers that only provide services relating to Delphi’s hourly plan, the
reimbursement amount shall be determined by taking the amount of the credits, uncollected
receivables, potential litigation settlements, and other recoverable amounts, dividing that amount
by the total population of Delphi hourly participants, and then multiplying the quotient by the
total number of Delphi’s hourly retirees, and (y) for carriers and service providers which provide
services for both the Delphi and salaried plans, the reimbursement amount shall be determined by
taking the amount of the credits, uncollected receivables, potential litigation settlements, and
other recoverable amounts, dividing that amount by the total population of Delphi participants, and
then multiplying the quotient by the total number of Delphi’s hourly retirees.



                         (7) Escheatment responsibility for self-insured carriers’ uncashed checks, including those
payments reimbursed by GM pursuant to section 2.02(b) hereof, remain with Delphi or its carriers.
GM does not assume any responsibility for escheatments related to the Delphi Health Care Program
for Hourly Employees.



GSA-22









 







               
          (8) Any hourly retiree claims appeals associated with Medical Claims or HMO and DHMO premiums
incurred in the Reimbursement Period and any retroactive adjustments related to section
2.02(b)(ii)(2) and (b)(ii)(4) hereof not comprehended in the original billing documentation shall
be aggregated and addressed once per year following the final reimbursement payment.




               (c) Health Care Information Sharing. GM shall execute the PHI Protection Agreement, a
copy of which is attached hereto as Exhibit B. Subject to GM’s execution of the PHI
Protection Agreement, Delphi shall provide (to the extent available) GM with the eligibility
records, self-insured Medical Claims, and insured health care arrangements for Delphi retirees for
health care coverage provided by Delphi during the Reimbursement Period. The following
documentation (to the extent available), including social security numbers and all identifying
information, shall be made readily available to GM to document Delphi’s costs for the Delphi
retirees, surviving spouses and dependents:





               (i) To document all incurred and paid self-insured Medical Claims (the Medical
Claims Reimbursement Amount), Delphi shall provide to GM, as of the Cessation Date and
monthly thereafter for a period of six months, full electronic claims and eligibility
records, as available, transferred from Delphi’s data warehouse to GM’s similar data
warehouse. Delphi shall also provide to GM claims data, in a mutually agreeable format,
to document self-insured dental and vision coverages;





               (ii) To document Actual HMO and DHMO Premiums, Delphi shall provide to GM, as of
the Cessation Date, a data file listing all of the Delphi retirees enrolled for coverage
under these insured arrangements along with the plan name, family status, and total
individual monthly premium paid;





               (iii) To document Carrier Administrative Fees, Delphi shall provide GM mutually
agreed upon eligibility records supporting hourly retiree contract counts and
appropriate Carrier agreement schedules that document per contract administrative fees;





               (iv) To document the Actual Prescription Drug PBM Rebate Amount, Delphi shall
provide PBM, banking, or other cash disbursement records to substantiate the amount of
total PBM rebates received by Delphi for claims incurred during the Reimbursement Period
and the amount of total Delphi prescription drug claims incurred during the
Reimbursement Period;





               (v) To document final Medicare Part D Subsidy Receipts, Delphi shall provide a data
file, in a mutually agreeable format, of complete claim levels Medicare Part D subsidy
reimbursement records and rebate factors applied; and





               (vi) Delphi shall also provide the most recent documentation and audit papers
relative to claims or eligibility records along with



GSA-23









 







supporting documentation on collection of overpayments incurred but not fully
collected during the Reimbursement Period;




               (vii) GM recognizes that some of the information that Delphi will provide pursuant
to this section 2.02 is proprietary to Delphi and its carriers and administrators. GM
agrees that such information, which Delphi identifies in writing as being proprietary,
including but not limited to rebate amounts, carrier administrative fees, and HMO/DHMO
premium rates, shall not be disclosed to third parties (other than GM’s employees,
agents, and advisors) except to the extent required by law, or to the extent such
information otherwise becomes publicly available.




               (d) Post-Retirement Basic Life Insurance Reimbursement. GM agrees that reimbursement
payments for employer-paid, post-retirement life insurance premiums and administration of
employer-paid, post-retirement life insurance incurred during the Reimbursement Period and paid by
Delphi shall be made in accordance with the Reimbursement Process specified in section 2.02(b)(i).




               (i) Until Covered Employees can be enrolled in the GM Life and Disability Benefits Program and
the systems that support that program, Delphi shall maintain administration of the hourly
employer-paid, post-retirement life insurance benefits for employees through the current
administrator (MetLife). Delphi and its current administrator shall assist GM in the transition of
records to the GM life insurance administrator to be completed by March 1, 2009 or such other date
as may be required in accordance with the applicable Labor MOUs.




               (ii) Delphi shall immediately direct and use commercially reasonable efforts to cause its life
insurance carrier (MetLife) to transfer to GM current reserves as of January 1, 2007, associated
with Delphi hourly employer-paid, post-retirement life insurance.




               (iii) Delphi shall immediately direct and use commercially reasonable efforts to cause its
Optional Life, Dependent Life and Personal Accident Insurance Plan carrier (MetLife) to transfer
the Delphi Rate Reduction Reserves for the Optional Life, Dependent Life and Personal Accident
Insurance Plans to GM. The amount that will be transferred for each plan shall be calculated by
MetLife using the methodology agreed upon for flowbacks and check the box retirees. Upon the
transfer, GM shall assume any and all obligations from Delphi to provide the benefits relating to
the Delphi Rate Reduction Reserves for the Optional Life, Dependent Life and Personal Accident
Insurance Plans transferred.



               (e) Delphi Payments for Benefit Avoidance.




               (i) Consistent with the applicable Benefit Guarantee Term Sheet, neither Delphi, a
successor company, nor any Delphi operation divested after October 8, 2005 shall provide
to Covered Employees any payments, contributions (matching or otherwise), or accruals to
any defined benefit plan, defined contribution plan, or retiree welfare benefit plan
(including, but not limited to payments, contributions, or accruals in a retiree medical
account):



GSA-24









 






                         (1) relating to pension, for the period of time the Covered Employee is
eligible to accrue credited service in the GM HRP in accordance with the
applicable Benefit Guarantee Term Sheet; and




                         (2) relating to OPEB, to any Covered Employee or other employee who
attains or can attain eligibility for GM provided or GM funded OPEB through any
means; provided, however, that UAW-represented employees shall
not be excluded solely by reason of the possibility that they could flow back to
GM and, provided further, that IUE-CWA represented employees
shall not be excluded solely by reason of the possibility that they could
participate in the SEPO (i.e., Attachment G to the IUE-CWA MOU).




                    (ii) UAW-Represented Covered Employees. Relating to pension, when UAW
represented Covered Employees accrue credited service in the GM HRP pursuant to section
F.2.b.1 of the UAW MOU, the UAW Benefit Guarantee Term Sheet, and section b. of the UAW
Benefit Guarantee, Delphi shall pay GM annually, by January 31 of each year for the
preceding calendar year, an amount equal to (x) the FAS-87 service cost for a
non-elective 5.4% of wages contribution to the Individual Retirement Plan provisions of
the Delphi HRP that, but for the UAW MOU, these Covered Employees would otherwise be
eligible for under the UAW-Delphi Supplemental Agreement dated April 29, 2004, as
amended; provided, however, that such amount shall be adjusted for
interest based on Delphi’s discount rate for FAS-87 pension accounting, and/or (y) if
Delphi provides accruals in or contributions to any other defined benefit or defined
contribution pension plan, the FAS-87 service cost of such benefits/accruals or the
amount of such contributions that, but for the UAW MOU, such Covered Employees would
otherwise be eligible for, provided, however, that such amount shall be
adjusted for interest based on Delphi’s discount rate for FAS-87 pension accounting.
Delphi shall have no reimbursement obligation relating to the Delphi Personal Savings
Plan matching contribution that, but for the UAW MOU, these Covered Employees would
otherwise be eligible for under the UAW-Delphi Supplemental Agreement dated April 29,
2004, as amended.




                    (iii) IUE-CWA Represented Covered Employees.




                         (1) Relating to pension, during the period when IUE-CWA represented
Covered Employees accrue credited service in the GM HRP under section b. of the
IUE-CWA Benefit Guarantee (regardless of whether the IUE-CWA Benefit Guarantee
or the IUE-CWA Benefit Guarantee Term Sheet ever become effective), Delphi shall
pay GM annually, by January 31 of each year for the preceding calendar year, an
amount equal to (x) the non-elective 7% defined contributions based upon a
standard 2,080 hour work year that these Covered Employees would otherwise be
eligible for under the Delphi Personal Savings Plan in accordance with the
IUE-CWA MOU, and/or (y) if Delphi provides accruals in or contributions to any
other defined benefit or defined contribution pension plan, the FAS-87 service
cost of such



GSA-25









 







benefits/accruals or the amount of such contributions that, but for the
IUE-CWA MOU, such Covered Employees would otherwise be eligible for.




                         (2) Relating to OPEB, commencing on the date GM begins providing OPEB
benefits pursuant to section E of the IUE-CWA MOU, or the IUE-CWA Benefit
Guarantee Term Sheet or section c. of the IUE-CWA Benefit Guarantee (regardless
of whether the IUE-CWA Benefit Guarantee or the IUE-CWA Benefit Guarantee Term
Sheet ever become effective), Delphi shall pay GM annually, by January 31 of
each year for the preceding year, an amount equal to (x) the 1% defined
contributions in lieu of OPEB, based upon a standard 2,080 hour work year, that
IUE-CWA Covered Employees who can attain eligibility for GM-provided or
GM-funded OPEB through any means (other than becoming employed by GM pursuant to
the SEPO attachment to the IUE-CWA MOU) would otherwise be eligible for under
the Delphi Personal Savings Plan in accordance with the IUE-CWA MOU, but for the
IUE-CWA MOU, and/or (y) if Delphi provides accruals in or contributions to any
other retiree welfare benefit plan, the FAS-87 service cost of such
benefits/accruals or the amount of such contributions that, but for the IUE-CWA
MOU, such Covered Employees would otherwise be eligible for. Such payments
shall continue until the year following the year the last such Covered Employee
separates or retires from Delphi.




                    (iv) USW Represented Covered Employees.




                         (1) Relating to pension, during the period when USW represented Covered
Employees accrue credited service in the GM HRP pursuant to section D of the USW
MOU, or the USW Benefit Guarantee Term Sheet or section b. of the USW Benefit
Guarantee (regardless of whether the USW Benefit Guarantee or the USW Benefit
Guarantee Term Sheet ever become effective), Delphi shall pay GM annually, by
January 31 of each year for the preceding calendar year, an amount equal to (x)
the non-elective 7% defined contributions based upon a standard 2,080 hour work
year that these Covered Employees would otherwise be eligible for under the
Delphi Personal Savings Plan in accordance with the USW MOU, and/or (y) if
Delphi provides accruals in or contributions to any other defined benefit or
defined contribution pension plan, the FAS-87 service cost of such
benefits/accruals or the amount of such contributions that, but for the USW MOU,
such Covered Employees would otherwise be eligible for.




                         (2) Relating to OPEB, commencing on the date GM begins providing the OPEB
benefits pursuant to section D of the USW MOU, or the USW Benefit Guarantee Term
Sheet or section c. of the USW Benefit Guarantee (regardless of whether the USW
Benefit Guarantee or the USW Benefit Guarantee Term Sheet ever become
effective), Delphi shall pay GM annually, by January 31 of each year for the
preceding year, an amount equal to (x) 25% of the notional accrual amount for
Delphi-paid post retirement life insurance and the retiree medical account that
USW Covered



GSA-26









 







Employees who can attain eligibility for GM-provided or GM-funded OPEB
through any means would otherwise be eligible for in accordance with the USW
MOUs, but for the USW MOU, and/or (y) if Delphi provides accruals in or
contributions to any other retiree welfare benefit plan, the FAS-87 service cost
of such benefits/accruals or the amount of such contributions that, but for the
USW MOU, such Covered Employees would otherwise be eligible for. Such payments
shall continue until the year following the year the last such Covered Employee
separates or retires from Delphi.




                    (v) Forecasts. By December 1 of each year (including 2008), Delphi shall
provide to GM a forecast of all payments referenced in this section 2.02(e) that are to
be made by January 31 for the following two years.




                    (vi) Supporting Documentation. In conjunction with the payments referenced
in this section 2.02(e), Delphi shall provide to GM at the time of such payment
supporting documentation by individual employee.



               (f) Delphi Payment for GM Assumption of OPEB for Active and Retired Splinter Union
Employees and Active and Retired Non-Represented Hourly Employees. Upon the Cessation Date,
GM will assume OPEB responsibility for those active and retired Splinter Union Employees and
non-represented hourly active and retired employees set forth on Attachment B to the IAM MOU, IBEW
MOUs, and IUOE MOUs and the Non-Represented Employees Term Sheet. In exchange for this, Delphi
shall pay GM within thirty (30) days of receipt of all of the documentation referenced in section
2.02(f)(i) the amounts of the Expected Post Retirement Benefit Obligation (“EPBO”) assumed
by GM for active and retired Splinter Union Employees and non-represented hourly active and retired
employees (the “Non-Represented and Splinter EPBO Payment”).




                    (i) To document the Non-Represented and Splinter EPBO Payment, GM shall provide Delphi
within ninety (90) days of the Effective Date a calculation by GM’s actuaries (Watson Wyatt and
MetLife). The EPBO shall be valued at the GM’s IUE plan value, as measured in GM’s first OPEB
valuation on or after the Effective Date.




                    (ii) The Non-Represented and Splinter EPBO Payment shall be the sum of the
following:




                         (1) 100% of the EPBO assumed by GM as of or prior to the Effective Date
for active and retired non-represented hourly employees, eligible to receive
OPEB from GM (the “Non-Represented EPBO”);




                         (2) 100% of the EPBO assumed by GM as of the Effective Date for active
Splinter Union Employees (the “Active Splinter EPBO”); and



GSA-27









 






                         (3) 50% of the EPBO assumed by GM as of or prior to the Effective Date for
retired Splinter Union Employees eligible to receive OPEB from GM (the
“Retired Splinter EPBO”).



               (g) Cessation of Delphi OPEB True-up Obligations. Delphi has no obligation to make
any OPEB true-up payments for or in relation to hourly employees at business units divested from
Delphi prior to May 28, 1999 or Delphi-to-GM flowback employees regardless of when such flowback
occurred or occurs.



               (h) Audit Rights. GM and its representatives at GM’s expense shall have the right to
audit all information used to derive any calculation or payment amount referenced in this section
2.02; provided, however, that (1) GM shall provide reasonable advance written
notice of such audit and (2) such audit shall be conducted during normal business hours to the
extent feasible without unreasonably interfering with Delphi’s normal operations. Delphi’s service
providers, subject to and consistent with the applicable service provider contract, shall fully
cooperate with any such audit. Each Party’s actuaries shall have the right to review the actuarial
calculations, including underlying actuarial assumptions, for payments referenced in this section
2.02. Delphi and GM shall comply with reasonable requests from the other company’s principal
outside corporate auditors regarding this section 2.02.



               (i) Information List. Delphi shall provide to GM within ten (10) business days after
the Effective Date an initial list of the following information as of the Effective Date for all
Delphi active (with a seniority date on or before May 28, 1999) and retired hourly employees:
social security number, name, birth date, credited service, wage rate, union affiliation, and
active or retired status, and whether Delphi has them designated as a Covered Employee who can
attain eligibility for GM-provided or GM-funded OPEB through any means (other than becoming
employed by GM pursuant to the SEPO attachment to the IUE-CWA MOU or becoming a flowback pursuant
to the UAW CBA). The final determination of who is such a Covered Employee shall be made by GM.
The list shall also include the applicable information for eligible surviving spouses of such
Covered Employees. Three months after the date the initial list is provided, Delphi shall provide
a final list with the information requested.



               (j) Offset. Notwithstanding anything to the contrary in this Agreement, any payment
by GM or Delphi of any invoiced amount pursuant to this section 2.02 shall be subject to the right
of GM or Delphi, as applicable, to offset all or part of such payment as provided in section 7.04
hereof.



          Section 2.03 Treatment of Delphi’s Pension Plans. To help facilitate the Debtors’ business and financial restructuring, the Parties have resolved
certain matters concerning Delphi’s pension obligations by entering into the Labor MOUs, all of
which are incorporated herein by reference as if fully set forth herein. The Parties agree to the
following actions with respect to Delphi’s pension plans:




               (a) Pension Freeze. Delphi shall amend the Delphi HRP as set forth in each of the
Labor MOUs so as to freeze benefit accruals for future service as of September 29, 2008 or the
earliest date thereafter as permitted by law and the applicable Labor MOUs (and
such date, as determined and applied separately for each Labor MOU, is hereinafter referred to



GSA-28









 







the “Freeze Date”); provided, however, that the Individual Retirement Plan
provisions of the Delphi HRP and the continuation of credited service for the Delphi employees
participating in Delphi PRP of the SAPs are not required to be frozen.



               (b) GM Reimbursement for Certain Delphi Contributions.




                    (i) Subject to section 2.03(b)(iii) below, GM shall reimburse Delphi for
contributions actually made on or before each Freeze Date by Delphi to the Delphi HRP in
respect of the “Normal Cost” of credited service accrued between January 1, 2007 and the
earlier of such Freeze Date or Delphi’s freeze of the Delphi HRP pursuant to section
2.01 hereof in the Delphi HRP by participants whose accrued benefits (and allocable
assets and liabilities) were transferred or intended to be transferred to the Delphi HRP
in the spin-off of the Delphi HRP from the GM HRP in 1999 (after taking into
consideration all subsequent true-up transfers) and attributable to the participants to
which such Freeze Date applies. Such reimbursement payments shall be made by GM to
Delphi (i) in the case of such contributions that were made prior to the Effective Date,
within thirty (30) days following GM’s receipt of the agreed-upon calculation from
Watson Wyatt of the “Normal Cost” (as defined in section 2.03(b)(iv) below) and (ii) in
the case of such contributions that are made after the Effective Date, within thirty
(30) days after each quarterly or minimum contribution due date by which Delphi has made
such contributions, provided Delphi has delivered to GM the agreed-upon calculation from
Watson Wyatt of the “Normal Cost” (as defined in section 2.03(b)(iv) below) on or before
such quarterly or minimum contribution due date. GM shall not be obligated to reimburse
Delphi for any contributions arising for any period of credited service earned by any
current or former Delphi employee after the applicable Freeze Date.




                    (ii) If the Second Net Liability Transfer occurs and subject to section
2.03(b)(iii) below, GM shall reimburse Delphi, without duplication, for any
contributions required to be made by Delphi to the Delphi HRP in full or partial
satisfaction of the minimum statutory funding requirements for the period October 1,
2008 through the Second Transfer Date and actually made by Delphi during such period to
the Delphi HRP and associated with the liabilities transferred from the Delphi HRP to
the GM HRP pursuant to the Second Net Liability Transfer. Such reimbursement shall be
made by GM after the Second Transfer Date and within thirty (30) days after receipt by
GM of the agreed-upon calculation from Watson Wyatt of the aforesaid amounts required to
be and actually contributed by Delphi to the Delphi HRP. GM shall not be obligated to
reimburse Delphi for any contributions arising for any period of credited service earned
after the Second Transfer Date by any current or former Delphi employee. In the event
that the Internal Revenue Service (“IRS”) determines subsequent to the Second
Transfer Date that Delphi is required to make an additional contribution to the Delphi
HRP in respect of transferred benefit liabilities in the Second Net Liability Transfer,
then GM shall reimburse Delphi the amount of such contribution and Delphi shall cause a
transfer of such amount from the Delphi HRP to the GM HRP as an additional part of the
Second Net Liability Transfer. Such reimbursement by GM shall be made as to



GSA-29









 







permit Delphi to make such contribution on a timely basis (and not later than the
applicable due date).




                    (iii) GM shall not be obligated to reimburse Delphi pursuant to Sections 2.03(b)(i)
or (ii) above with respect to contributions attributable to (a) employees participating
in the 2006 UAW or IUE-CWA Special Attrition Programs and, for employees participating
in the pre-retirement program option in the 2007 UAW, IUE-CWA, or USWA Special Attrition
Program — Transformation, other than contributions actually made by Delphi to the
Delphi HRP in respect of the Normal Cost of credited service accrued following the
commencement of the pre-retirement program period in accordance with the SAPs, and (b)
credited service pursuant to Individual Retirement Plan provisions of the Delphi HRP;
except to the extent that any such contributions are included in Transferred Asset
Amount associated with the Second Transfer Date.




                    (iv) “Normal Cost” shall be defined as the current liability normal cost (as
defined under ERISA calculated at the highest allowable interest rate) incurred from
time to time by Delphi to the Delphi HRP for credited service earned by such individuals
in the specified time period less the normal cost that would have been incurred with
respect to such individuals during this time period had the Delphi HRP been frozen as of
January 1, 2007. For purposes of the immediately preceding sentence, “current liability
normal cost” shall be replaced with “target liability normal cost” as defined in the
Pension Protection Act (“PPA”) based on the relevant elections made by Delphi
with respect to service credited on or after October 1, 2008. The reimbursement payment
amount pursuant to sections 2.03(b)(i) or (ii) hereof shall be calculated by Watson
Wyatt acting on behalf of Delphi and confirmed by Watson Wyatt acting on behalf of GM.



               (c) Transfer of Certain Pension-Related Assets and Liabilities.




                    (i) Delphi and GM shall cause separate transfers of pension assets and liabilities
from the Delphi HRP to the GM HRP as set forth herein. The transfers shall have no
effect on the amount of accrued pension benefits for employees who either remain in the
Delphi HRP or are transferred to the GM HRP. Such transfers shall be in the amounts set
forth in section 2.03(c)(iii) hereof and shall be conducted in accordance with Section
414(l) of the Code and Section 208 of ERISA.




                    (ii) IRS Ruling. The transfer shall be subject to the IRS ruling issued to
Delphi and GM on May 29, 2007 related to the transfer (the “IRS Ruling”), as
applicable.




                    (iii) Mechanics.




                         (1) For purposes of this Agreement, the “Transfer Date” shall mean each separate
effective date of each 414(l) transfer, and the First Net Liability Transfer and the
Second Net Liability Transfer shall be separate 414(l)



GSA-30









 







transfers. For purposes of this Agreement, the term “Net Liability Transfer” is
defined as the FAS-87 Projected Benefit Obligation (the “PBO”) transferred from
the Delphi HRP as of the applicable Transfer Date, based on GM’s assumptions and methods
as of December 31, 2007 for annual pension expense purposes of the GM HRP and including
the discount rate of the GM HRP as of the last day of the month the transfer takes place
(the “Gross Liability”), less the market value of corresponding assets
calculated pursuant to Section 414(l) of the Code and the IRS Ruling, as it relates to
the Delphi HRP transfer, using assumptions and methods agreed to with the IRS and agreed
upon by GM and Delphi actuaries, that are transferred to the GM HRP as of the Transfer
Date (the “Transferred Asset Amount”). The Net Liability Transfer shall be
determined separately with respect to each 414(l) transfer.




                         (2) With respect to the First Net Liability Transfer and the Second Net Liability
Transfer separately, Delphi shall make the transfer of the applicable Transferred Asset
Amount in two tranches. The first tranche shall be completed within 10 days of the
applicable Transfer Date, or such later date as agreed to by GM and Delphi (the
“First Tranche Date”). The second tranche shall be completed within six months
of the applicable First Tranche Date, or such later date as agreed to by GM and Delphi
(the “Second Tranche Date”).




                              (A) With the first tranche, 90% (or such lesser percentage as agreed to by Delphi
and GM) of the applicable Transferred Asset Amount shall be transferred from the Delphi
HRP to the GM HRP based on the most recent valuation work by Delphi’s actuaries, Watson
Wyatt, projected to the applicable Transfer Date (the “Preliminary Transferred Asset
Amount”). The Delphi HRP shall make all benefit payments in respect of the
applicable Gross Liability being transferred after the applicable Transfer Date and
through the end of the sixth month beginning after the applicable Transfer Date or, if
not administratively practicable, such other date as may be agreed by Delphi and GM
(“Benefit Transition Period”). In the event these benefit payments exceed the
remainder of the applicable Transferred Asset Amount, the GM HRP shall reimburse the
Delphi HRP for such excess amount of benefit payments with applicable interest at the
FAS-87 discount rate for the GM HRP used to calculate the applicable Net Liability
Transfer. The GM HRP shall make all benefit payments attributable to the transferred
Gross Liability after the applicable Benefit Transition Period.




                              (B) The second tranche shall consist of the remaining plan assets (the “True-up
Amount”) necessary to be transferred so that 100% of the applicable Transferred Asset
Amount is transferred. The True-Up Amount shall equal the amount of the 414(l) assets
based on actual data as of the applicable Transfer Date less the Preliminary Transferred
Asset Amount and benefit payments by the Delphi HRP after the applicable Transfer Date in
respect of the corresponding Gross Liability being transferred. The assets transferred
on the First or Second Tranche Date shall be adjusted to reflect the Delphi HRP’s actual
rate of return on assets for the time period between the applicable Transfer Date and the
date the assets are actually transferred to the GM HRP.



GSA-31









 






                         (3) Additional terms of the Net Liability Transfers, including the determination
of the participants for whom benefit liabilities and corresponding assets shall be
included in the transfer, shall be as set forth in the applicable Labor MOUs.




                         (4) The First Net Liability Transfer will occur no later than September 29, 2008
(the “First Transfer Date”). The First Net Liability Transfer from the Delphi
HRP to the GM HRP shall be equal to an amount necessary to avoid any accumulated funding
deficiency for the Delphi HRP for the plan year ended September 30, 2008 calculated as
of the First Transfer Date, but in no event in an amount less than $2.1 billion or more
than $2.4 billion (the “First Net Liability Transfer”).




                         (5) The Second Net Liability Transfer will occur upon the GSA Consummation Date
(the “Second Transfer Date”). The Second Net Liability Transfer from the Delphi
HRP to the GM HRP shall include all allocable assets and liabilities, under the Delphi
HRP for participants whose accrued benefits (and allocable assets and liabilities) were
transferred or intended to be transferred to the Delphi HRP in the spin-off of the
Delphi HRP from the GM HRP in 1999 (after taking into consideration all subsequent
true-up transfers) calculated as of the Second Transfer Date (the “Second Net
Liability Transfer”).




                    (iv) Delphi Obligation for Delphi Active PRP Participants. For active
Delphi PRP participants included in the Delphi HRP transfer on the First Transfer Date
or Second Transfer Date, GM shall assume the responsibility for providing future service
for this population under the GM HRP subject to Delphi providing GM with compensation
equal to the value of this additional obligation (“Incremental PRP Obligation”)
through a direct cash payment on the applicable Transfer Date and in accordance with the
applicable Labor MOU. The Incremental PRP Obligation shall equal the difference
between:




                         (1) The present value of benefits (“PVB”) for Delphi PRP
participants assuming the full Delphi HRP basic benefit and early retirement
supplement (and related benefits) payable at thirty (30) years of credited
service shall be earned; and




                         (2) The PBO for Delphi PRP participants including the portion of the
Delphi HRP basic benefit and early retirement supplement (and related benefits)
earned based on credited service on the Transfer Date. For this purpose, the
early retirement supplement shall be deemed “earned” pro rata over thirty (30)
years of service, even though a participant who terminates before thirty (30)
years of service generally is not entitled to a supplement.




                         (3) The PBO and PVB referenced in this section 2.03(c)(iv) shall be
calculated based on GM’s assumptions and methods as of the latest measurement
date for pension expense purposes of the GM HRP and



GSA-32









 







the discount rate as of the last day of the month in which the Transfer
Date takes place.




                    (v) Description of Delphi Pension Trust. Assets of the Delphi HRP are held
in a master pension trust (the “Delphi Pension Trust”) and the assets of the GM
HRP are also held in a pension trust (the “GM Pension Trust”). The Delphi
Pension Trust and the GM Pension Trust have assets invested in the same commingled
trusts and other investment vehicles. The assets involve a combination of privately
held and publicly held securities and other investment forms. The determination of
which Delphi HRP assets are ultimately transferred on the First and Second Transfer
Dates, with GMIMCo’s assistance, shall be mutually agreed by Delphi and GM. The
determination shall be in accordance with the 414(l) asset allocation of the Delphi HRP
participant liabilities to be transferred. Assets shall be transferred in-kind in a
trust-to-trust transfer.



               (d) Rights to Review Calculations. Each Party’s actuaries shall have the right to
review the actuarial calculations, including underlying actuarial assumptions, for payments
referenced in this section 2.03. Delphi and GM shall comply with reasonable requests from the
other company’s principal outside corporate auditors regarding this section 2.03.



               (e) Information List. Delphi shall provide to GM within ten (10) business days after
the Effective Date an initial list of the following information as of the Effective Date for all
Delphi active (with a seniority date on or before May 28, 1999) and retired hourly employees:
social security number, name, birth date, credited service, wage rate, union affiliation, and
active or retired status, and whether Delphi has them designated as a Covered Employee. The final
determination of who is a Covered Employee shall be made by GM. The list shall also include
information regarding surviving spouses of potential Covered Employees who may have a pension
benefit under the Retirement Equity Act of 1984. Three months after the initial list is provided,
Delphi shall provide a final list with the information requested.



               (f) Offset. Notwithstanding anything to the contrary in this Agreement, any payment
by GM or Delphi of any invoiced amount pursuant to this section 2.03 shall be subject to the right
of GM or Delphi, as applicable and to the extent permitted by and in compliance with applicable
law, to offset all or part of such payment as provided in section 7.04 hereof.



ARTICLE III




OTHER GM CONTRIBUTIONS TO LABOR MATTERS




          To assist Delphi in its continued transformation to more competitive wage and benefit levels,
to address capacity, divestiture, work rules, and staffing level issues, and to better position
Delphi to retain existing business and attract new business, GM has agreed to make or hereby agrees
to make, as applicable, certain additional contributions as set forth below. All references herein
to contributions already agreed to by GM in the Restructuring Agreement, the UAW SAP, the IUE-CWA
SAP, and the Labor MOUs are qualified entirely by, and are subject to, the actual terms and
conditions of such agreements. Nothing in Article III hereof is intended



GSA-33









 






to limit, amend, modify, or supersede any term or condition in any of the Restructuring
Agreement, the UAW SAP, the IUE-CWA SAP, or the Labor MOUs.




          Section 3.01 Assumption of Labor-Related Obligations. GM is agreeing in the Restructuring Agreement to assume certain labor-related obligations set
forth in Article IV therein.




          Section 3.02 UAW. With respect to the UAW-represented employees:




               (a) UAW SAP. GM agreed in the UAW SAP to provide financial support for an attrition
program to certain UAW-represented employees as set forth therein, which support included: (i)
reimbursing Delphi for certain retirement incentives; (ii) assuming OPEB for certain
UAW-represented employees; (iii) backstopping active healthcare and life insurance coverage for
certain UAW-represented employees; and (iv) reimbursing Delphi for one-half of certain buy-out
payments actually paid by Delphi;



               (b) UAW MOU. GM agreed pursuant to the UAW MOU to provide financial support for an
additional attrition program to certain UAW-represented employees as set forth in Section C.5 of
the UAW MOU and Attachment C thereto, which support included: (i) assuming OPEB for certain
UAW-represented employees and (ii) backstopping active healthcare and life insurance coverage for
certain UAW-represented employees;



               (c) UAW Retirement Incentives. GM agrees to reimburse Delphi using the procedure set
forth in section 3.02(j) herein for the $35,000 UAW Retirement Incentives actually paid by Delphi
pursuant to Section C.5.a of the UAW MOU and Attachment C thereto;



               (d) UAW Buy Out Payments. GM agrees to reimburse Delphi using the procedure set forth
in section 3.02(j) herein for one-half of the UAW Buy Out Payments actually paid by Delphi pursuant
to Section C.5.b of the UAW MOU and Attachment C thereto;



               (e) UAW Buy Down Payments. GM agrees to reimburse Delphi using the procedure set
forth in section 3.02(j) herein for all of the UAW Buy Down Payments actually paid by Delphi
pursuant to Section C.5.c of the UAW MOU, including but not limited to UAW Buy Down Payments paid
to eligible hourly employees transferred to divested businesses as confirmed in the May 12, 2008
letter attached as Exhibit E and incorporated herein by reference;



               (f) Flowbacks. GM agreed pursuant to the UAW MOU to provide UAW-represented
employees, who were on roll prior to October 8, 2005, without a valid flowback application on file,
a final opportunity to apply for flowback by October 1, 2007, as set forth in Section C.1 therein;



               (g) Job Opportunities. GM agreed pursuant to the UAW MOU to offer job opportunities at
GM, as set forth in Section C.2 therein, to certain UAW-represented employees who were hired after
October 18, 1999, but prior to October 8, 2005; and



               (h) Costs of Pre-Retirement Program. Delphi agrees to continue to provide monthly
wage payments and active employment benefits to PRP participants pursuant to



GSA-34









 







the UAW MOU. Commencing October 1, 2007, notwithstanding the requirements of the UAW MOU, Delphi shall continue
to provide PRP participants with active health care coverage from Delphi in accordance with the
“traditional option” of its pre-October 1, 2007 hourly health care program. This level of coverage
shall be higher than that called for in the UAW-Delphi Supplemental Agreement dated April 29, 2004.
GM shall bear the financial responsibility for any difference in the level of coverage between
that which Delphi is continuing to provide per this section 3.02(i) and that which Delphi otherwise
provides to its active UAW-represented employees as of October 1, 2007. GM and Delphi shall
cooperate to implement an appropriate administrative fix consistent with their respective
contractual obligations regarding the level of health care for PRP participants; it being
understood that Delphi shall bear financial responsibility for the level of PRP active health care
coverage Delphi provides other active UAW represented employees as of October 1, 2007, and GM shall
bear financial responsibility only to the extent that the GM level of active health care coverage
for active GM UAW-represented employees exceeds the Delphi level.



               (i) Reimbursement Procedure. The reimbursements of the UAW Retirement Incentives, the
UAW Buy Out Payments, and the UAW Buy Down Payments shall be made according to the following
procedure:




                    (i) GM shall reimburse Delphi for 100% of the UAW Retirement Incentives, 50% of the
UAW Buy Out Payments, and 100% of the UAW Buy Down Payments, as applicable, plus 100% of
the incremental Delphi portion of FICA taxes paid due to the UAW Retirement Incentives,
50% of the incremental Delphi portion of FICA taxes paid due to the UAW Buy Out
Payments, and 100% of the incremental Delphi portion of FICA taxes paid due to the UAW
Buy Down Payments, as applicable (collectively, the “UAW-Related
Reimbursements”).




                    (ii) The UAW Retirement Incentives, the UAW Buy Out Payments, and the UAW Buy Down
Payments shall be made through Delphi payroll in the month that the employee retirement
or buy out is effective, or, regarding buy down, the month each required payment is
made, or as soon as possible thereafter. Delphi shall be responsible for all
information reporting obligations arising from the UAW Retirement Incentives, the UAW
Buy Out Payments, and the UAW Buy Down Payments and for remittance of all associated tax
withholding and payroll taxes to the applicable taxing authorities.




                    (iii) The UAW Retirement Incentives, the UAW Buy Out Payments, and the UAW Buy Down
Payments shall be reviewed by Delphi for garnishments, child support, or other payments
for which Delphi is legally required to reduce payments to be made to an employee. GM
shall reimburse Delphi the full amount due hereunder without regard to any legally
required reduction of payments to an employee.




                    (iv) The amount of the UAW-Related Reimbursements and supporting detail showing the UAW
Retirement Incentives, the UAW Buy Out Payments,
and the UAW Buy Down Payments made by Delphi shall be provided in an invoice to GM (the
“UAW Reimbursement Invoice”). The UAW Reimbursement Invoice shall be supported



GSA-35









 







by the following information regarding each Delphi employee receiving such payment: name, social
security number, CISCO code, last plant location, last employment status, date of retirement (if
applicable), retirement type code (if applicable) (e.g. 30 & out, 85 point, 60 & 10, normal),
date of separation (if applicable), the nature and amount of the payment, payment date, roll
number, and detail showing the incremental Delphi portion of FICA tax payments made due to the
UAW Retirement Incentives, the UAW Buy Out Payments, or the UAW Buy Down Payments, as
applicable. Such UAW Reimbursement Invoice shall contain a representation that such information
is substantially complete and substantially accurate in all respects.




                    (v) GM shall pay all amounts in each UAW Reimbursement Invoice that contains all
information and representations required by section 3.02(j)(iv) hereof within thirty (30) days
following the receipt by GM of each respective UAW Reimbursement Invoice or as otherwise agreed
by GM and Delphi (if the 30th day falls on a weekend or holiday, GM shall pay Delphi on the next
business day).



               (j) Audit Rights. Delphi shall (a) permit GM and/or its agents at GM’s expense to
audit all information used to derive any calculation or payment amount referenced in this section
3.02, and (b) reasonably cooperate with GM and its agents in any such audit activities in a timely
manner; provided, however, that (x) GM shall provide Delphi with reasonable advance
written notice identifying the records and information that GM intends to audit, and (y) GM shall
reasonably cooperate with Delphi and its agents in any such audit activities.



               (k) Offset. Notwithstanding anything to the contrary in this Agreement, any payment
by GM of any invoiced amount pursuant to this section 3.02 shall be subject to GM’s right to offset
all or part of such payment as provided in section 7.04 hereof.



          Section 3.03 IUE-CWA. With respect to the IUE-CWA-represented employees:




               (a) IUE-CWA Labor Transformation.




                    (i) IUE-CWA SAP. GM agreed in the IUE-CWA SAP to provide financial
support for an attrition program to certain IUE-CWA-represented employees as set forth
therein, which support included: (1) assuming OPEB for certain IUE-CWA-represented
employees; (2) backstopping active healthcare and life insurance coverage for certain
IUE-CWA-represented employees; (3) reimbursing Delphi for certain retirement incentives;
and (4) reimbursing Delphi for one-half of certain buy-out payments actually paid by
Delphi.




                    (ii) IUE-CWA MOU. GM agreed pursuant to the IUE-CWA MOU to provide
financial support for an attrition program for certain IUE-CWA-represented employees as
set forth in Section C.3 of the IUE-CWA MOU and Attachment C thereto, which support
included: (1) assuming OPEB for certain IUE-
CWA-represented employees; and (2) backstopping active healthcare and life
insurance coverage for certain IUE-CWA-represented employees.



GSA-36









 






                    (iii) SEPO Opportunities. GM agreed pursuant to the IUE-CWA MOU to offer
SEPO Opportunities to all current active IUE-CWA Employees hired prior to October 18,
1999 (other than those IUE-CWA Employees employed at the Gadsden Site) as set forth in
Attachment G of the IUE-CWA MOU.




                    (iv) IUE-CWA Buy Down Amount.




                         (1) To fund the IUE-CWA buy downs, GM agrees to pay to Delphi an amount
equal to the sum of $105,000 times the number of production employees who do not
accept an attrition option in any amount at any site (excluding Gadsden and
temporary employees) plus $10,000 times the number of skilled trades employees
who do not accept an attrition option in any amount at any site (excluding
Gadsden and temporary employees) as set forth in Section C.3.c. and Attachments
A and F of the IUE-CWA MOU (the “IUE-CWA Buy Down Amount”).




                         (2) No later than thirty (30) days before the Effective Date, Delphi shall
deliver to GM an invoice for the IUE-CWA Buy Down Amount (the “IUE-CWA Buy
Down Amount Invoice”), which shall include the names of the Delphi employees
referenced in section 3.03(a)(iv)(1), and the last plant location, last
employment status, job classification of, and shall contain a representation
that such information is substantially complete and substantially accurate in
all respects.




                         (3) GM shall pay the amount in the IUE-CWA Buy Down Amount Invoice on the
later of (i) the Effective Date and (ii) thirty (30) days following the receipt
by GM of the IUE-CWA Buy Down Amount Invoice that contains all information and
representations required by section 3.03(a)(iv)(2).




                    (v) IUE-CWA Buy Out Payments. GM agrees to reimburse Delphi using the
procedure set forth in section 3.03(e) herein for one-half of the IUE-CWA Buy Out
Payments actually paid by Delphi pursuant to Section C.3.b of the IUE-CWA MOU and
Attachment C thereto.




                    (vi) Retirement Incentives. GM agrees to reimburse Delphi using the
procedure set forth in section 3.03(e) herein for the $35,000 IUE-CWA Retirement
Incentives actually paid by Delphi pursuant to Section C.3.a of the IUE-CWA MOU and
Attachment C thereto.



               (b) GM IUE-CWA Payment. GM agrees to pay Delphi a sum total amount of $25 million
(the “GM IUE-CWA Payment”) on the Effective Date to provide for costs and expenses incurred
by Delphi in connection with the execution and performance of the IUE-CWA MOU.



               (c) IUE-CWA Claim. GM agrees to pay an amount equal to $26 million on the Effective
Date as reimbursement to Delphi for a portion of the allowed claim under the IUE-CWA MOU.



GSA-37









 





               (d) Costs of Pre-Retirement Program. Delphi agrees to continue to provide monthly
wage payments and active employment benefits to PRP participants pursuant to the IUE-CWA MOU.
Commencing October 1, 2007, notwithstanding the requirements of the IUE-CWA MOU, Delphi shall
continue to provide PRP participants with active health care coverage from Delphi in accordance
with the pre-October 1, 2007 hourly health care program option applicable to each of the PRP
participants. This level of coverage shall be higher than called for in the IUE-CWA MOU. GM shall
bear the financial responsibility for any difference in the level of coverage between that which
Delphi is continuing to provide per this section 3.03(d) and that which Delphi otherwise provides
to its active IUE-CWA represented employees as of October 1, 2007. Upon the conclusion of the
GM-IUE-CWA national contract negotiations but in no event later than December 31, 2008, GM and
Delphi shall cooperate to implement an appropriate administrative fix consistent with their
respective contractual obligations regarding the level of health care for PRP participants; it
being understood that Delphi shall bear financial responsibility for the level of PRP active health
care coverage Delphi provides other active IUE-CWA represented employees as of October 1, 2007, and
GM shall bear financial responsibility only to the extent that the GM level of active health care
coverage for active GM IUE-CWA represented employees exceeds the Delphi level.



               (e) Reimbursement Procedure. The reimbursement or payment, as applicable, of the
IUE-CWA Retirement Incentives and the IUE-CWA Buy Out Payments shall be made according to the
following procedures:




                    (i) GM shall reimburse Delphi for 100% of the IUE-CWA Retirement Incentives, 50% of
the IUE-CWA Buy Out Payments, 100% of the incremental Delphi portion of FICA taxes paid
due to the IUE-CWA Retirement Incentives, and 50% of the incremental Delphi portion of
FICA taxes paid due to the IUE-CWA Buy Out Payments, as applicable (collectively, the
“IUE-CWA-Related Reimbursements”).




                    (ii) The IUE-CWA Retirement Incentives, and the IUE-CWA Buy Out Payments shall be
made through Delphi payroll in the month that the employee retirement or buy out is
made, or as soon as possible thereafter. Delphi shall be responsible for all
information reporting obligations arising from the IUE-CWA Retirement Incentives and the
IUE-CWA Buy Out Payments, and for remittance of all associated tax withholding and
payroll taxes to the applicable taxing authorities.




                    (iii) The IUE-CWA Retirement Incentives and the IUE-CWA Buy Out Payments shall be
reviewed by Delphi for garnishments, child support, or other payments for which Delphi
is legally required to reduce payments to be made to an employee. GM shall reimburse
Delphi the full amount due hereunder with respect to the IUE-CWA Retirement Incentives
and the IUE-CWA Buy Out
Payments without regard to any legally required reduction of payments to an
employee.




                    (iv) The amount of the IUE-CWA-Related Reimbursements and the supporting detail
showing the IUE-CWA Retirement



GSA-38









 







Incentives and the IUE-CWA Buy Out Payments made by
Delphi shall be provided in an invoice to GM (the “IUE-CWA Reimbursement
Invoice”). The IUE-CWA Reimbursement Invoice shall be supported by the following
information regarding each Delphi employee receiving such payment: name, social security
number, CISCO code, last plant location, last employment status, date of retirement (if
applicable), retirement type code (if applicable) (e.g. 30 & out, 85 point, 60 & 10,
normal), date of separation (if applicable), the nature and amount of the payment,
payment date, roll number, and detail showing the incremental Delphi portion of FICA tax
payments made related to the IUE-CWA-Related Reimbursements. Such IUE-CWA Reimbursement
Invoice shall contain a representation that such information is substantially complete
and substantially accurate in all respects.




                    (v) GM shall pay all amounts in each IUE-CWA Reimbursement Invoice that contains
all information and representations required by section 3.03(e)(iv) hereof within thirty
(30) days following the receipt by GM of each respective IUE-CWA Reimbursement Invoice
or as otherwise agreed by GM and Delphi (if the 30th day falls on a weekend or holiday,
GM shall pay Delphi on the next business day).



               (f) Audit Rights. Delphi shall (i) permit GM and/or its agents at GM’s expense to
audit all information used to derive any calculation or payment amount referenced in this section
3.03 and (ii) reasonably cooperate with GM and its agents in any such audit activities in a timely
manner; provided, however, that (x) GM shall provide Delphi with reasonable advance
written notice identifying the records and information that GM intends to audit and (y) GM shall
reasonably cooperate with Delphi and its agents in any such audit activities.



               (g) Notwithstanding anything to the contrary in this Agreement, GM shall make no payments or
reimbursements under this section 3.03 that relate to the Gadsden facility.



               (h) Offset. Notwithstanding anything to the contrary in this Agreement, any payment
by GM of any invoiced amount pursuant to this section 3.03 shall be subject to GM’s right to offset
all or part of such payment as provided in section 7.04 hereof.



          Section 3.04 USW. With respect to the USW-represented employees:




               (a) USW MOUs.




                    (i) USW SAP. GM agreed pursuant to the USW MOUs to provide financial
support for the USW SAP as set forth in Section C of the USW MOU-Home Avenue and
Attachment C thereto, which support shall include: (i)
assuming OPEB for certain USW-represented employees and (ii) backstopping active
healthcare and life insurance coverage for certain USW-represented employees.




                    (ii) USW Buy Out Payments. GM agrees to reimburse Delphi using the
procedure set forth in section 3.04(d) herein for one-half of the USW Buy Out Payments
actually paid by Delphi pursuant to Section C.2 of the USW MOU



GSA-39









 







— Home Avenue and
Section C.1 of the USW MOU — Vandalia and Attachment C thereto.




                    (iii) Retirement Incentives. GM agrees to reimburse Delphi using the
procedure set forth in section 3.04(d) herein for the USW Retirement Incentives actually
paid by Delphi pursuant to Section C of the USW MOU-Home Avenue and Attachment C
thereto.



               (b) USW Claim. In resolution of certain claims asserted by the USW, including in
connection with the modification of retiree benefit programs, and without any acknowledgement by
either GM or Delphi of those claims, GM agreed pursuant to the USW MOU — Home Avenue to pay the
amount of $9 million to the VEBA described in Section F.3 of the USW MOU — Home Avenue.



               (c) Costs of Pre-Retirement Program. Delphi agrees to continue to provide monthly
wage payments and active employment benefits to PRP participants pursuant to the USW MOU — Home
Avenue. Delphi shall provide such PRP participants active health care as described in Section E.12
of the USW MOU — Home Avenue. GM shall have no obligation to reimburse Delphi for providing this
level of active health care to the USW PRP participants.



               (d) Reimbursement Procedure. The reimbursement or payment, as applicable of the USW
Retirement Incentives and the USW Buy Out Payments shall be made according to the following
procedure:




               (i) GM shall reimburse Delphi for 100% of the USW Retirement Incentives and 50% of
the USW Buy Out Payments, as applicable, plus 100% of the incremental Delphi portion of
FICA taxes paid due to the USW Retirement Incentives and 50% of the incremental Delphi
portion of FICA taxes paid due to the USW Buy Out Payments, as applicable (collectively,
the “USW-Related Reimbursements”).




               (ii) The USW Retirement Incentives and the USW Buy Out Payments shall be made
through Delphi payroll in the month that the employee retirement or buy out is made, or
as soon as possible thereafter. Delphi shall be responsible for all information
reporting obligations arising from the USW Retirement Incentives and the USW Buy Out
Payments and for remittance of all associated tax withholding and payroll taxes to the
applicable taxing authorities.




               (iii) The USW Retirement Incentives and the USW Buy Out Payments shall be reviewed
by Delphi for garnishments, child support, or other payments for which Delphi is legally
required to reduce payments to be made to an
employee. GM shall reimburse Delphi the full amount due hereunder without regard
to any legally required reduction of payments to an employee.




               (iv) The amount of the USW-Related Reimbursements and supporting detail showing the
USW Retirement Incentives and the USW Buy Out Payments made by Delphi shall be provided
in an invoice to GM (the “USW Reimbursement Invoice”). The USW Reimbursement
Invoice shall be supported by




GSA-40












 






the following information regarding each Delphi employee receiving such payment:
name, social security number, CISCO code, last plant location, last employment status,
date of retirement (if applicable), retirement type code (if applicable) (e.g. 30 & out,
85 point, 60 & 10, normal), date of separation (if applicable), the nature and amount of
the payment, payment date, roll number, and detail showing the incremental Delphi
portion of FICA tax payments made related to the USW-Related Reimbursements. Such USW
Reimbursement Invoice shall contain a representation that such information is
substantially complete and substantially accurate in all respects.




               (v) GM shall pay all amounts in each USW Reimbursement Invoice that contains all
information and representations required by section 3.04(d)(iv) hereof within thirty
(30) days following the receipt by GM of each respective USW Reimbursement Invoice or as
otherwise agreed by GM and Delphi (if the 30th day falls on a weekend or holiday, GM
shall pay Delphi on the next business day).



               (e) Audit Rights. Delphi shall (i) permit GM and/or its agents at GM’s expense to
audit all information used to derive any calculation or payment amount referenced in this section
3.04 and (ii) reasonably cooperate with GM and its agents in any such audit activities in a timely
manner; provided, however, that (x) GM shall provide Delphi with reasonable advance written notice
identifying the records and information that GM intends to audit, and (y) GM shall reasonably
cooperate with Delphi and its agents in any such audit activities.



               (f) Offset. Notwithstanding anything to the contrary in this Agreement, any payment by
GM of any invoiced amount pursuant to this section 3.04 shall be subject to GM’s right to offset
all or part of such payment as provided in section 7.04 hereof.



ARTICLE IV




RELEASES AND CLAIMS TREATMENT




          In partial consideration for the promises and agreements made by the Debtors and GM pursuant
to this Agreement, the Delphi Plan, the Labor MOUs, the Non-Represented Employees Term Sheet, the
UAW SAP, the IUE-CWA SAP, the IP License and the Warranty Settlement Agreement, and subject to the
provisions of section 4.03 of this Agreement, Delphi and GM agree to the following terms to resolve
claims in existence as of the Effective Date that each of the Delphi-Related Parties or Delphi
Affiliate Parties, on the one hand, and the GM-Related Parties, on the other hand, have or may have
against each other, and that each of the Additional Releasing Parties, the UAW Releasing Parties,
the IUE-CWA Releasing Parties, the USW Releasing Parties, the IAM Releasing Parties, the IBEW
Releasing Parties, the IUOE Releasing Parties, and the Non-Represented Employees Releasing Parties
have or may have against the GM-Related Parties.



          Section 4.01 Release of GM-Related Parties.



GSA-41









 





               (a) The Debtors agree that effective as of the Effective Date, the GM-Related Parties shall be
forever released by the Delphi-Related Parties from any and all claims, debts, obligations, rights,
suits, damages, actions, causes of action, remedies, and liabilities whatsoever (excepting only the
Delphi Surviving Claims), which the Delphi-Related Parties ever had, now have, or hereafter may
have, whether known or unknown, liquidated or unliquidated, contingent or noncontingent, asserted
or unasserted, foreseen or unforeseen, existing as of the Effective Date, in law, at equity, or
otherwise, that are directly or indirectly related to any of the Delphi-Related Parties, including
without limitation claims based in whole or in part upon any act or omission, transaction,
agreement, event, action, or other occurrence taking place or failing to take place on or before
the Effective Date related to (i) the Separation, (ii) any collective bargaining agreements to
which any Delphi-Related Party is now or has been a party, (iii) any agreement or obligation
related to any employees or former employees of the Delphi-Related Parties, (iv) the Chapter 11
Cases, or (v) the formulation, preparation, negotiation, dissemination, confirmation, or
consummation (but not performance) of the Plan, the Disclosure Statement, this Agreement, the Labor
MOUs, the Non-Represented Employees Term Sheet, the UAW SAP, the IUE-CWA SAP, the IP License, the
Warranty Settlement Agreement, or any contract, instrument, or other agreement or document created,
modified, amended, or entered into in connection with any of the foregoing. The releases provided
for in this section 4.01(a) include any and all claims that any of the Delphi-Related Parties has
or would have been legally entitled to assert in its own right (whether individually or
collectively) and shall be effective against any person or entity (including, without limitation,
any holder of a claim against or equity interest in any of the Delphi-Related Parties) that would
have been legally entitled to assert such claim derivatively or otherwise on behalf of any of the
Delphi-Related Parties.



               (b) The Debtors agree that effective as of the Effective Date, the GM-Related Parties shall be
forever released by the Delphi Affiliate Parties from any and all claims, debts, obligations,
rights, suits, damages, actions, causes of action, remedies, and liabilities whatsoever (excepting
only the Delphi Surviving Claims), which the Delphi Affiliate Parties ever had, now have, or
hereafter may have, whether known or unknown, liquidated or unliquidated, contingent or
noncontingent, asserted or unasserted, foreseen or unforeseen (whether based in whole or in part
upon any act or omission, transaction, agreement, event, action, or other occurrence taking place
or failing to take place on or before the Effective Date) existing as of the Effective Date, in
law, at equity, or otherwise, that are related to (i) the Separation, (ii) any collective
bargaining agreements to which any Delphi-Related Party is now or has been a party, (iii) any
agreement or obligation related to any employees or former employees of the Delphi-Related Parties,
(iv) the Chapter 11 Cases, (v) the formulation, preparation, negotiation, dissemination,
confirmation, or consummation (but not performance) of the Plan, the Disclosure Statement, this
Agreement, the Labor MOUs, the Non-Represented Employees Term Sheet, the UAW SAP, the IUE-CWA SAP,
the IP License, the Warranty Settlement Agreement, or any contract, instrument, or other agreement
or document created, modified, amended, or entered into in connection with any of the foregoing or
(vi) any obligation of the GM Related Parties which is directly related to any obligation which is
being released by the Delphi-Related Parties pursuant to section 4.01(a) of this Agreement. The
releases provided for in this section 4.01(b) include any and all claims that any of the Delphi



GSA-42









 







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.



               (c) Any Delphi Plan shall provide (and no modification or supplement thereto shall abrogate
such provision) that effective as of the Emergence Date, the GM-Related Parties shall be forever
released by the Additional Releasing Parties from any and all claims, debts, obligations, rights,
suits, damages, actions, causes of action, remedies, and liabilities whatsoever, which the
Additional Releasing Parties ever had, now have, or hereafter may have, whether known or unknown,
liquidated or unliquidated, contingent or noncontingent, asserted or unasserted, foreseen or
unforeseen, existing as of the Effective Date, in law, at equity, or otherwise, that are directly
or indirectly related to any of the Delphi-Related Parties, including without limitation claims
based in whole or in part upon any act or omission, transaction, agreement, event, action, or other
occurrence taking place or failing to take place on or before the Effective Date related to (i) the
Separation, (ii) any collective bargaining agreements to which any Delphi-Related Party is now or
has been a party, (iii) any agreement or obligation related to any employees or former employees of
the Delphi-Related Parties, (iv) the Chapter 11 Cases, or (v) the formulation, preparation,
negotiation, dissemination, confirmation, or consummation (but not performance) of the Plan, the
Disclosure Statement, this Agreement, the Labor MOUs, the Non-Represented Employees Term Sheet, the
UAW SAP, the IUE-CWA SAP, the IP License, the Warranty Settlement Agreement, or any contract,
instrument, or other agreement or document created, modified, amended, or entered into in
connection with any of the foregoing. The releases provided for in this section 4.01(c) shall
include any and all claims that any of the Additional Releasing Parties have or would have been
legally entitled to assert in its own right (whether individually or collectively) and shall be
effective against any person or entity that would have been legally entitled to assert such claim
derivatively or otherwise on behalf of any of the Additional Releasing Parties.



               (d) Any Delphi Plan shall extend (and no modification or supplement thereto shall abrogate
such extension) the releases set forth in section 4.01(a) and (b) of this Agreement through the
Emergence Date.



               (e) Effective as of the effective date of the UAW Benefit Guarantee Term Sheet, the GM-Related
Parties shall be released by the UAW Releasing Parties as set forth in the UAW MOU.



               (f) Effective as of the effective date of the IUE-CWA Benefit Guarantee Term Sheet, the
GM-Related Parties shall be released by the IUE-CWA Releasing Parties as set forth in the IUE-CWA
MOU.



               (g) Effective as of the effective date of the USW Benefit Guarantee Term Sheet, the GM-Related
Parties shall be released by the USW Releasing Parties as set forth in the USW MOUs.



GSA-43









 





               (h) Effective as of the effective date of the IUOE, IBEW and IAM Benefit Guarantee Term Sheet,
or any liabilities in connection with the IAM or such current or former employees, the GM-Related
Parties shall be released by the IAM Releasing Parties as set forth in the IAM MOU.



               (i) Effective as of the effective date of the IUOE, IBEW and IAM Benefit Guarantee Term Sheet,
the GM-Related Parties shall be released by the IBEW Releasing Parties as set forth in the IBEW
MOUs.



               (j) Effective as of the effective date of the IUOE, IBEW and IAM Benefit Guarantee Term Sheet,
the GM-Related Parties shall be released by the IUOE Releasing Parties as set forth in the IUOE
MOUs.



               (k) Effective as of the effective date of the Non-Represented Employees Term Sheet, the
GM-Related Parties shall be released by the Non-Represented Employees Releasing Parties as set
forth in the Non-Represented Employees Term Sheet.



               (l) The Parties acknowledge that (x) the consideration provided by GM pursuant to this
Agreement, the Labor MOUs, the Non-Represented Employees Term Sheet, the UAW SAP, the IUE-CWA SAP,
the IP License, and the Warranty Settlement Agreement constitutes a substantial contribution to any
Delphi Plan that is necessary to the success of any Delphi Plan, and (y) GM would not have made
this contribution without the releases provided for in this Agreement and to be provided in any
Delphi Plan. The Parties further acknowledge that nothing in the preceding sentence shall give
rise to, or entitle GM to seek or be allowed, any claim against, or consideration from, any entity,
including Delphi, other than as specifically approved by the Bankruptcy Court in the Confirmation
Order and as agreed to by Delphi and GM in this Agreement.



          Section 4.02 Release of Delphi-Related Parties and the Delphi Affiliate Parties.



               (a) GM agrees that effective as of the Effective Date, the Delphi-Related Parties shall be
forever released by the GM-Related Parties from any and all claims, debts, obligations, rights,
suits, damages, actions, causes of action, remedies, and liabilities whatsoever (excepting only the
GM Surviving Claims), which the GM-Related Parties ever had, now have, or hereafter may have,
whether known or unknown, liquidated or unliquidated, contingent or noncontingent, asserted or
unasserted, foreseen or unforeseen, existing as of the Effective Date, in law, at equity, or
otherwise, that are directly or indirectly related to any of the Delphi-Related Parties, including
without limitation claims based in whole or in part upon any act or omission, transaction,
agreement, event, action, or other occurrence taking place or failing to take place on or before
the Effective Date related to (i) Separation, (ii) any collective bargaining agreements to which
any Delphi-Related Party is now or has been a party, (iii) any agreement or obligation related to
any employees or former employees of the Delphi-Related Parties, (iv) the Chapter 11 Cases, or (v)
the formulation, preparation, negotiation, dissemination, confirmation, or consummation (but not
performance) of any Delphi Plan, the Disclosure Statement, this Agreement, the Labor MOUs, the
Non-Represented Employees Term



GSA-44









 







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.



               (b) GM agrees that effective as of the Effective Date, the Delphi Affiliate Parties shall be
forever released by the GM-Related Parties from any and all claims, debts, obligations, rights,
suits, damages, actions, causes of action, remedies, and liabilities whatsoever (excepting only the
GM Surviving Claims), which the GM-Related Parties ever had, now have, or hereafter may have,
whether known or unknown, liquidated or unliquidated, contingent or noncontingent, asserted or
unasserted, foreseen or unforeseen, (whether based in whole or in part upon any act or omission,
transaction, agreement, event, action, or other occurrence taking place or failing to take place on
or before the Effective Date, existing as of the Effective Date,) in law, at equity, or otherwise,
that are related to (i) the Separation, (ii) any collective bargaining agreements to which any
Delphi-Related Party is now or has been a party, (iii) any agreement or obligation related to any
employees or former employees of the Delphi-Related Parties, (iv) the Chapter 11 Cases, (v) the
formulation, preparation, negotiation, dissemination, confirmation, or consummation (but not
performance) of any Delphi Plan, the Disclosure Statement, this Agreement, the Labor MOUs, the
Non-Represented Employees Term Sheet, the UAW SAP, the IUE-CWA SAP, the IP License, the Warranty
Settlement Agreement, or any contract, instrument, or other agreement or document created,
modified, amended, or entered into in connection with any of the foregoing, or (vi) any obligation
of the Delphi Affiliate Parties which is directly related to any obligation which is being released
by GM pursuant to section 4.02(a) of this Agreement. The releases provided for in this section
4.02(b) include any and all claims that any of the GM-Related Parties have or would have been
legally entitled to assert in its own right (whether individually or collectively) and shall be
effective against any person or entity (including without limitation, any holder of a claim against
or equity interest in any of the GM-Related Parties) that would have been legally entitled to
assert such claim derivatively or otherwise on behalf of any of the GM-Related Parties.



               (c) Without limiting any of the foregoing releases contained in Article IV, GM agrees that
effective as of the Effective Date, Delphi and Delphi Canada Inc. shall be released by GM and
General Motors of Canada Limited from any and all claims, debts, obligations, rights, suits,
damages, actions, causes of action, remedies, and liabilities which GM and General Motors of Canada
Limited may have arising out of or related to the separation of leased employees from the Oshawa
facility as contemplated in the Oshawa Labour and Management Services Agreement entered into as of
May 1, 2000, by and among Delphi Canada Inc. and General Motors of Canada Limited.



          Section 4.03 Surviving Claims.



GSA-45









 





               (a) Each release by a Delphi-Related Party or Delphi Affiliate Party of the GM-Related Parties
pursuant to section 4.01 of this Agreement shall not release the GM-Related Parties from any claims
arising in connection with the Ordinary Course Relationship, the Continuing Agreements, any rights,
remedies, claims, or interests arising under agreements entered into between the Parties subsequent
to the execution of this Agreement, and rights, remedies, claims, or interests that such
Delphi-Related Party or Delphi Affiliate Party may be expressly receiving or expressly retaining
pursuant to this Agreement, the Labor MOUs, the Non-Represented Employees Term Sheet, the UAW SAP,
the IUE-CWA SAP, the IP License, the Liquidity Support Agreement or the Warranty Settlement
Agreement on or after the Effective Date (collectively, the “Delphi Surviving Claims”).



               (b) (i) Each GM-Related Party’s release of the Delphi-Related Parties or Delphi Affiliate
Parties pursuant to section 4.02 of this Agreement and the Plan shall not release (A) the
Delphi-Related Parties from: (1) claims that arose in connection with the Ordinary Course
Relationship; provided, however, that asserted claims arising from an Ordinary
Course Relationship that are specifically identified in Section II of the GM Proof of Claim shall
not survive except those in an amount that shall not exceed $8,000,869.04 in the aggregate for all
such claims; provided further, however, that any payments by Delphi to GM
with respect to any such claims shall be subject to either the Parties reaching agreement with
respect to the issues related thereto or a judicial determination requiring Delphi to make such
payments; (2) claims arising in connection with the Financial Services Supply Agreement and the
Energy Services Agreement that are specifically identified in Sections III (b) and (c) of the GM
Proof of Claim, which shall be deemed an allowed claim in the amount of $448,245.28 for all such
claims and shall be paid in full in cash on the Effective Date; (3) claims that arose in connection
with the Assignment and Assumption Agreement – Industrial Revenue Bonds (as defined in the
Restructuring Agreement) that are specifically identified in Section XII(b) of the GM Proof of
Claim; provided, however, that any payments by Delphi to GM with respect to any
such claims shall be subject to either the Parties reaching agreement with respect to the issues
related thereto or a judicial determination requiring Delphi to make such payments; (4) claims
asserted in Section XI of the GM Proof of Claim with respect to tax matters; provided
further, however, that any payments by Delphi to GM with respect to any such claims
shall be subject to either the Parties reaching agreement with respect to the issues related
thereto or a judicial determination requiring Delphi to make such payments; and (5) any
postpetition claims arising under Continuing Agreements or pursuant to the Ordinary Course
Relationship, (B) the Delphi Affiliate Parties from any claims arising in connection with the
Continuing Agreements or the Ordinary Course Relationship, provided that such claims as are
identified in the GM Proof of Claim shall also be released with respect to the Delphi Affiliate
Parties except to the extent that such parties are also liable for claims in the GM Proof of Claim
described in subsections (A)(1), (3), (4) and (5) above but such liability shall not increase the
aggregate claims cap established in (A)(1) above, (C) any rights, remedies, claims, or interests
that such GM-Related Party may be expressly receiving or expressly retaining pursuant to the Plan,
this Agreement, the Labor MOUs, the Non-Represented Employees Term Sheet, the IP License, the
Liquidity Support Agreement or the Warranty Settlement Agreement, or (D) any rights, remedies,
claims, or interests arising under agreements entered into between the Parties subsequent to the



GSA-46









 







execution of this Agreement (collectively, the “GM Surviving Claims”) and (ii) the Plan and
Confirmation Order shall expressly provide that the GM Surviving Claims are reinstated pursuant to
Bankruptcy Code section 1124 and are not discharged pursuant to the Plan or the Confirmation Order
subject to the subsequent allowance of the surviving portion of the GM Proof of Claim as to which
the rights of the Delphi-Related Parties and Delphi Affiliate Parties are reserved.



          Section 4.04 Consideration to be Received by GM.



               (a) In connection with the transfer of certain pension assets and liabilities set forth in
Section 2.03(c) hereof, GM shall receive the following consideration.




               (i) Upon the occurrence of the First Transfer Date and completion of the First Net
Liability Transfer, GM shall receive an allowed administrative expense claim under
section 503(b) of the Bankruptcy Code in an amount equal to 77.5% of the First Net
Liability Transfer; provided, however, that in no event shall such
amount be less than $1.6275 billion or greater than $1.86 billion (the “First Net
Liability Transfer Claim”).




               (ii) Upon the occurrence of the Second Transfer Date and completion of the Second
Net Liability Transfer, GM shall receive an allowed administrative expense claim under
section 503(b) of the Bankruptcy Code in an amount equal $2.055 billion less the amount
of the First Liability Transfer Claim (the “Second Net Liability Transfer
Claim”).



               (b) Upon the occurrence of the Effective Date, GM shall receive an allowed general unsecured
claim in the amount of $2.5 billion (the “GM Unsecured Claim”); provided,
however, that GM shall receive no distribution on such claim unless and until other holders
of general unsecured claims (exclusive for all purposes of this section 4.04(b) of holders of TOPrS
Claims, as defined in the 2007 Plan), shall have received distributions equal in value to 20% of
such holders’ allowed general unsecured claims, the amount of such distributions to be based on the
equity value of reorganized Delphi as set forth in the Disclosure Statement and such distribution
to be determined exclusive of participation by such holders in any rights offering or similar
undertaking. Once the other holders of general unsecured claims have received distributions equal
to 20% of their allowed general unsecured claims exclusive of any value received as a result of
participation by such holders in any rights offering or similar undertaking, GM shall receive any
and all distributions on account of the GM Unsecured Claim until the value of such distributions is
equal to 20% of the GM Unsecured Claim. Thereafter, the GM Unsecured Claim shall be pari passu
with all other allowed general unsecured claims.



               (c) If the GSA Consummation Date occurs and substantially all of the Debtors’ core businesses
are revested in the reorganized Debtors, any distributions to GM as set forth in subsection (a) or
(b) of this section 4.04 shall be in convertible preferred stock in reorganized Delphi, the
material terms of which are set forth in Exhibit F; provided, however, that
it is a condition to GM receiving such preferred stock in lieu of payment of the administrative
expense claim referred to in subsection (a) of this section 4.04 and the GM Unsecured Claim that
exit financing for such plan of reorganization not exceed $3 billion (plus a



GSA-47









 







revolving credit
facility) and that there be no equity securities issued pursuant to any Plan that are senior to or
pari passu with the preferred stock issued to GM as provided hereunder.



               (d) GM consents to, and hereby irrevocably waives its right to object to, any Delphi Plan that
would, if confirmed and implemented, satisfy the definition of “GSA Consummation Date” in this
Agreement.



               (e) The consideration to be received by GM pursuant to this section 4.04 and the survival of
the GM Surviving Claims shall be in (i) satisfaction of all claims asserted or assertable under
sections 501, 502, 503, 506, and 507 of the Bankruptcy Code or otherwise by the GM-Related Parties
against the Debtors in the Chapter 11 Cases or in any subsequent liquidation under Chapter 11 or
Chapter 7 of the Bankruptcy Code, including those asserted in the GM Proof of Claim, and (ii)
settlement of the GM Proof of Claim.



ARTICLE V




IMPLEMENTATION




          Section 5.01 Bankruptcy Court Filing. As soon as practicable following the execution of
this Agreement and the Restructuring Agreement, the Debtors shall file a motion in the Bankruptcy
Court for an order approving this Agreement and authorizing the Debtors to take any an all actions
in furtherance thereof.



          Section 5.02 Reasonable Best Efforts. Each Party shall use its reasonable best efforts to
satisfy the conditions precedent to the effectiveness of this Agreement, as set forth in Article VI
hereof; it being understood, however, that neither Party shall be obligated to pay any money or
provide any other consideration not otherwise expressly required by this Agreement in order to
obtain any third party consent or agreement that is necessary for such effectiveness to occur.



          Section 5.03 Actions Concerning Complaint Filed Under Seal. Within ten (10) business days
following the satisfaction or waiver by both Parties of all conditions to the effectiveness of this
Agreement, the Debtors shall withdraw with prejudice the Debtors’ complaint against GM filed under
seal on October 5, 2007.



          Section 5.04 Delphi Plan Requirements. Any Delphi Plan shall (A) provide for (i) the
consideration to be received by GM as set forth in section 4.04 hereof and (ii) all releases
described in section 4.01 hereof, and (B) contain provisions clarifying that to the extent of any
inconsistency between the terms of the Delphi Plan and this Agreement (solely as to the subject
matters addressed in this Agreement), the terms of this Agreement will govern.



ARTICLE VI




CONDITIONS TO EFFECTIVENESS




          Section 6.01 Conditions to Effectiveness. The provisions of this Agreement, except for the
provisions in sections 5.01 and 5.02 hereof (which shall become effective upon



GSA-48









 







execution of this
Agreement), shall become effective upon the occurrence of all of the following events unless waived
by consent of the Parties:



               (a) The Bankruptcy Court shall have entered by September 29, 2008 an order, in form and
substance substantially similar to the form of order attached hereto as Exhibit D,
approving this Agreement, and such order shall not have been stayed, reversed, or modified by the
time this Agreement would otherwise have gone effective; and



               (b) The delivery to each of Delphi and GM on or prior to 3:00 p.m. EDT on September 28, 2008
of effective modifications or amendments or agreements or consents, in writing and in forms
reasonably acceptable to Delphi and GM, from enough Unions to complete the First Net Liability
Transfer; provided, however, that no delivery by a Union to GM or Delphi hereunder
shall be effective unless such agreement explicitly and unconditionally authorizes the occurrence
of the 414(l) transfer as set forth herein, the freeze of the Delphi HRP, the cessation of OPEB and
the contemporaneous effectiveness of releases on behalf of the GM-Related Parties and
Delphi-Related Parties as contained in the respective Benefit Guarantee Term Sheets;


provided, however, that no statute, rule or regulation or order, judgment or decree
of any court or administrative agency or other governmental entity shall be in effect which
prohibits the consummation of one or more of the transactions to be consummated under this
Agreement, unless such transaction is severed pursuant to section 7.21 hereof; provided
further, however, that the substantial majority of all assets, whether real or
personal, used to produce any products pursuant to GM Purchase Orders shall be owned or leased by
DAS (other than tooling owned by GM) and all obligations pursuant to the GM Purchase Orders shall
be the responsibility of DAS. GM irrevocably consents to the performance of the GM Purchase Orders
by DAS and any Delphi-Related Party that is directly or indirectly wholly-owned by Delphi, as
directed by DAS; provided, however, that any change of the location of production
shall require GM’s prior written consent. Regardless of whether the transaction is severed, each
of the Parties shall use reasonable efforts to prevent the entry of, and to appeal promptly, any
injunction or other order prohibiting one or more of the transactions to be consummated under this
Agreement.




GSA-49









 








ARTICLE VII




MISCELLANEOUS




          Section 7.01 Resolution of Pending Setoff Issues. On the MNS-2 payment date
immediately following the Effective Date, GM shall pay to Delphi the aggregate amount of all
outstanding Delphi invoices related to tooling procured by Delphi in accordance with GM Purchase
Orders, for which GM has withheld payment due to outstanding prepetition amounts due to Delphi’s
sub-suppliers, including the invoices set forth on Exhibit C to this Agreement, provided
that Delphi (i) confirms, in writing, GM’s ownership of the applicable tooling free and clear of
liens, claims and encumbrances, and (ii) agrees to indemnify and hold GM harmless from and against
any liens, claims and encumbrances with respect to the applicable tooling.



          Section 7.02 No Undisclosed Agreements or Commitments. There are no undisclosed agreements
or commitments between or among the Parties regarding matters subject to the terms of this
Agreement.



          Section 7.03 Termination. This Agreement may be terminated and the transactions
contemplated hereby may be abandoned as follows:



               (a) by mutual written consent of both Delphi and GM; or



               (b) by either GM or Delphi if the Effective Date has not occurred by September 29, 2008.



          Section 7.04 No Offset. Notwithstanding anything to the contrary contained in this
Agreement, the Parties’ payment obligations under this Agreement are absolute and unconditional and
will not be subject to any offset (except as expressly set forth in (i) the proviso below or (ii)
the Liquidity Support Agreement) or defense of any nature whatsoever including upon a breach by
Delphi or any of its Affiliates or GM or any of its Affiliates, as applicable, of any of their
obligations under this Agreement or any other agreement; provided, however, that any payments by GM
pursuant to this Agreement shall be subject to GM’s right to offset all or part of such payment
from any future amounts GM owes Delphi under this Agreement only if (i) agreed upon by GM and
Delphi or (ii) GM determines that it made an overpayment of any amount paid pursuant to this
Agreement and GM and Delphi are unable to resolve GM’s claim for such amounts pursuant to the
applicable dispute resolution provisions of this Agreement and GM provides Delphi with five (5)
days’ written notice before implementing such offset; provided further, however, that if it is
judicially determined that GM did not have the right to offset such amount, GM shall pay Delphi
such amount plus interest accruing on such amount from the date of setoff through the repayment
date at the rate of 7.5% per annum. Neither this section 7.04 nor any other provision of this
Agreement shall prohibit, restrict, or limit in any way the application of GM’s contractual rights
of setoff arising under any GM Purchase Order pursuant to GM’s standard purchase order terms and
conditions against other obligations arising under any GM Purchase Orders or agreements other than
this Agreement.



          Section 7.05 Governing Law; Jurisdiction; Venue. This Agreement shall be governed and
construed in accordance with the internal laws of the State of New York, the forum



GSA-50









 







state in which
the Bankruptcy Court sits, without regard to any conflict of law provision that could require the
application of the law of any other jurisdiction. By its execution and delivery of this Agreement,
each Party hereby irrevocably and unconditionally agrees that the Bankruptcy Court shall retain
exclusive jurisdiction over all matters related to the construction, interpretation or enforcement
of this Agreement; provided, however, that the Bankruptcy Court shall not have jurisdiction over
(i) disputes arising out of the provisions set forth in Article III of the Restructuring Agreement
or the agreements referenced in sections 5.01(c) and (d) of the Restructuring Agreement, or (ii)
disputes arising out of agreements between any Delphi-Affiliate Party on the one hand and GM or any
of its Affiliates on the other in which disputes no Delphi-Related Party has an interest; and
provided further that after the second anniversary of the Effective Date, the Bankruptcy Court
shall retain non-exclusive jurisdiction over all matters related to the construction,
interpretation or enforcement of this Agreement; and provided further that the jurisdiction of the
Bankruptcy Court over all matters related to this Agreement shall terminate upon the fourth
anniversary of the Effective Date. Each Party further agrees to waive any objection based on forum
non conveniens.



          Section 7.06 Dispute Resolution. In the event a Settlement Dispute arises among the
Parties, upon the written request of either Party, such Settlement Dispute shall be referred to the
Director of Business Development at GM and the Finance Director of Automotive Holdings Group or the
Director, Strategic Planning at Delphi (at Delphi’s discretion) for resolution in good faith. In
the event that GM’s Director of Business Development and Delphi’s Finance Director of Automotive
Holdings Group or the Director, Strategic Planning are unable to resolve such dispute, such
Settlement Dispute shall be referred, at either Party’s written request, to the Assistant Treasurer
of GM and the Assistant Treasurer or Treasurer of Delphi (at Delphi’s discretion). If within ten
(10) days after such referral, GM’s Assistant Treasurer and Delphi’s Assistant Treasurer or
Treasurer are unable to resolve the Settlement Dispute, the Settlement Dispute may be elevated by
either Party to GM’s Treasurer or Chief Financial Officer (at GM’s discretion) and Delphi’s Chief
Executive Officer or Chief Financial Officer (at Delphi’s discretion) for resolution. To the
extent that the job title of any of the foregoing positions is changed, this section 7.06 shall be
deemed to apply to such successor title or, if the position is eliminated or vacated, to the job
title of the party taking over the responsibility of the eliminated or vacated position.



          Section 7.07 Joint Communication Program. Delphi and GM shall work together to develop and
implement a joint communication plan with respect to the subject matter of this Agreement.



          Section 7.08 No Solicitation. Each Party acknowledges that this Agreement is not and shall
not be deemed to be a solicitation to accept or reject a plan in contravention of Bankruptcy Code
section 1125(b). Each Party further acknowledges that no securities of any Debtor are being
offered or sold pursuant to this Agreement and that this Agreement does not constitute an offer to
sell or a solicitation of an offer to buy any securities of any Debtor.



          Section 7.09 Negotiations Not Admissible. Pursuant to Federal Rule of Evidence 408 and any
applicable state rules of evidence, this Agreement and all negotiations relating thereto are not
admissible into evidence in any proceeding; provided, however, that this Agreement may be
admissible in a proceeding to enforce the terms of this Agreement.



GSA-51









 





          Section 7.10 Specific Performance. Each Party acknowledges that the other Party would be
irreparably damaged if this Agreement were not performed in accordance with its specific terms or
were otherwise breached. Accordingly, each Party shall be entitled to seek an injunction or
injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically the
terms of this Agreement in addition to any other remedy to which the Parties may be entitled, at
law, in equity or under this Agreement.



          Section 7.11 Representations and Warranties of the Debtors and GM. Each Party represents
and warrants, as to itself only (other than Delphi which represents and warrants on behalf of
itself and the other Debtors), to the other Parties, that the following statements, as applicable
to it, are true, correct, and complete as of the date of this Agreement:




               (a) It is duly organized, validly existing, and in good standing under the laws of its state
of organization and has all requisite corporate power and authority to enter into this Agreement
and to perform its obligations hereunder;




               (b) The execution and delivery of this Agreement and the performance of its obligations
hereunder have been duly authorized by all necessary corporate action on its part;
provided, however, that the Debtors’ authority to enter into this Agreement is
subject to Bankruptcy Court approval;




               (c) This Agreement has been duly executed and delivered by it and constitutes its legal,
valid, and binding obligation, enforceable against it and all of the parties for whom it signed
this Agreement in accordance with the terms hereof, subject to satisfaction of all conditions set
forth in Article VI of this Agreement; and




               (d) The execution, delivery, and performance by it (when such performance is due) of this
Agreement do not and shall not (i) violate any current provision of law, rule, or regulation
applicable to it or any of its subsidiaries or its certificate of incorporation or bylaws or other
organizational documents or those of any of its subsidiaries or (ii) conflict with, result in a
breach of, or constitute (with due notice or lapse of time or both) a default under any material
contractual obligation to which it or any of its subsidiaries is a party.



          Section 7.12 Waiver; Modification; Amendment. Except as otherwise specifically provided
herein, this Agreement may not be modified, waived, amended or supplemented unless such
modification, waiver, amendment or supplement is in writing and has been signed by each Party. No
waiver of any of the provisions of this Agreement shall be deemed or constitute a waiver of any
other provision of this Agreement, whether or not similar, nor shall any waiver be deemed a
continuing waiver.



          Section 7.13 Binding Effect; Assignments. This Agreement is intended to bind and inure to
the benefit of the Parties and their respective successors, assigns, administrators, and
representatives. Neither this Agreement nor any of the rights, interests, or obligations under this
Agreement shall be sold, assigned, or otherwise transferred by any Party without the prior written
consent of the other Parties; provided, however, that neither the foregoing nor any other provision
of this Agreement shall limit (i) any assignment in connection with the transfer of all or
substantially all of the assets of Delphi and its Affiliates or (ii) any assignment not reasonably



GSA-52









 







expected to have a material impact on GM, on the benefits GM reasonably is expected to receive
under this Agreement, or on the ability of the Debtors to fulfill any obligations to any GM-Related
Parties under this Agreement, or any agreements assumed, reinstated, or ratified under the
Restructuring Agreement.



          Section 7.14 Third Party Beneficiaries. Except as otherwise provided in Article IV hereof
with respect to releases of GM-Related Parties, Delphi-Related Parties and Delphi Canada Inc.,
nothing contained in this Agreement is intended to confer any rights or remedies under or by reason
of this Agreement on any person or entity other than the Parties hereto, nor is anything in this
Agreement intended to relieve or discharge the obligation or liability of any third party to any
Party to this Agreement, nor shall any provision give any third party any right of subrogation or
action over or against any Party to this Agreement.



          Section 7.15 Notices. All notices and other communications in connection with this
Agreement shall be in writing and shall be deemed given (and shall be deemed to have been duly
given upon receipt) if delivered personally, mailed by registered or certified mail (return receipt
requested) or delivered by an express courier (with confirmation) to the Parties at the following
addresses (or at such other address for a Party as shall be specified by like notice):


If to Debtors:



Delphi Corporation

5725 Delphi Drive

Troy, Michigan 48098

Attn:  John D. Sheehan

          David M. Sherbin, Esq.

          Sean P. Corcoran, Esq.



With a copy to:



Skadden, Arps, Slate, Meagher & Flom LLP

333 West Wacker Drive

Chicago, Illinois 60606-1285

Attn:  John Wm. Butler, Jr., Esq.

          Ron E. Meisler, Esq.



and



Skadden, Arps, Slate, Meagher & Flom LLP

Four Times Square

New York, New York 10036

Attn:  Eric L. Cochran, Esq.

          Kayalyn A. Marafioti, Esq.




GSA-53









 







If to GM:



General Motors Corporation

767 Fifth Avenue

14th Floor

New York, New York 10153

Attn:  Director of Business Development



and



General Motors Corporation

300 GM Renaissance Center

Detroit, Michigan 48265

Attn:  General Counsel



With a copy to:



Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, New York 10153

Attn:  Jeffrey L. Tanenbaum, Esq.

          Michael P. Kessler, Esq.

          Robert J. Lemons, Esq.



or to such other place and with such other copies as either party may designate as to itself by
written notice to the other party. Rejection, any refusal to accept or the inability to deliver
because of changed address of which no notice was given shall be deemed to be receipt of the notice
as of the date of such rejection, refusal or inability to deliver.




          Section 7.16 Waiver of Right to Trial by Jury. Each Party waives any right to trial by
jury in any proceeding arising under or related to this Agreement.



          Section 7.17 Service of Process. Each Party irrevocably consents to the service of process
in any legal proceeding arising out of this Agreement by receipt of mailed copies thereof by
national courier service or certified United States mail, postage prepaid, return receipt
requested, to its applicable registered agent. The foregoing, however, shall not limit the right
of a Party to effect service of process on the other Party by any other legally available method.



          Section 7.18 Interpretation.



               (a) In the event of any conflict between this Agreement and any of the Labor MOUs, the
Non-Represented Employees Term Sheet, the UAW SAP, the IUE-CWA SAP, the Warranty Settlement
Agreement, and the IP License, the provisions of such documents other than this Agreement shall
govern.



               (b) Reserved.



GSA-54









 





               (c) Any reference herein to any section of this Agreement shall be deemed to include a
reference to any exhibit, attachment or schedule referred to within such section.



               (d) All references to “$” and dollars shall refer to United States currency.



               (e) Consistent with Bankruptcy Rule 9006(a), if the due date for any action to be taken under
this Agreement (including the delivery of notices) is not a business day, then such action shall be
considered timely taken if performed on or prior to the next business day following such due date.
Any reference to “days” in this Agreement shall mean calendar days unless otherwise specified.



          Section 7.19 Expenses. Notwithstanding anything else contained in this Agreement, each
Party shall bear all costs and expenses incurred or to be incurred on or after the GSA Consummation
Date by such Party in connection with this Agreement and the consummation and performance of the
transactions contemplated hereby.



          Section 7.20 Entire Agreement; Parties’ Intentions; Construction. This Agreement,
including all agreements incorporated by reference herein (e.g., the Labor MOUs, the
Non-Represented Employees Term Sheet and the Transaction Facilitation Agreement (as defined in the
Restructuring Agreement)) and the Confidentiality and Non-Disclosure Agreement between GM and
Delphi dated September 12, 2005, as amended, constitute the entire agreement of the Parties with
respect to the subject matter hereof and supersede all prior agreements, whether oral or written,
with respect to such subject matter other than with respect to the agreements expressly assumed,
ratified or reinstated in Article V of the Restructuring Agreement. The attachments and exhibits
attached hereto are an integral part of this Agreement and are hereby incorporated into this
Agreement and made a part hereof as if set forth in full herein. This Agreement is the product of
negotiations between the Parties and represents the Parties’ intentions. In any action to enforce
or interpret this Agreement, this Agreement shall be construed in a neutral manner, and no term or
provision of this Agreement, or this Agreement as a whole, shall be construed more or less
favorably to any Party.



          Section 7.21 Severability. If any term or other provision of this Agreement is invalid,
illegal, or incapable of being enforced by any rule of law or public policy, all other conditions
and provisions of this Agreement shall nonetheless remain in full force and effect so long as the
economic or legal substance of the transactions contemplated hereby is not affected in any manner
materially adverse to any Party. Upon such determination that any term or other provision is
invalid, illegal or unenforceable in any respect, the Parties shall negotiate in good faith to
modify this Agreement to effect the original intent of the Parties as closely as possible in an
acceptable manner to the end that transactions contemplated hereby are fulfilled to the fullest
extent possible.



          Section 7.22 Headings. The table of contents and the headings of the Articles and sections
herein are inserted for convenience of reference only and are not intended to be a part of, or to
affect the meaning or interpretation of, this Agreement.



GSA-55









 





          Section 7.23 Affiliates. Any order entered by the Bankruptcy Court approving this
Agreement shall provide that the Affiliates of GM and Delphi are deemed to have acknowledged and
shall be bound by the terms hereof. GM and Delphi further agree to commercially reasonable efforts
to cause their respective Affiliates to sign an acknowledgement agreeing to be bound by the terms
hereof.



          Section 7.24 Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original and all of which shall constitute one and the same
Agreement. Electronic delivery of an executed signature page of this Agreement shall be effective
as delivery of a manually executed signature page of this Agreement.



[Signature pages follow.]




GSA-56









 








          IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed and
delivered by their respective, duly authorized officers, all as of the date first written above.



	 	 	 	 	 	 	 	 	 	 	 
	DELPHI CORPORATION,

including on behalf of its
Debtor subsidiaries and Debtor
Affiliates	 	 	 	GENERAL MOTORS CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Name: John D. Sheehan

Title:   Vice President,
Chief Restructuring Officer
	 	 	 	 	 	Name: Frederick A. Henderson

Title:   President and Chief Operating
Officer	 	 






GSA-57









 










Exhibit A

Master Restructuring Agreement




 









 








Exhibit B

PHI Protection Agreement




 









 








Exhibit C

Amount of Outstanding Delphi Invoices for which GM Has Withheld Payment Due To

Outstanding Prepetition Activities




 









 








Exhibit D

Form of Order Authorizing And Approving Global Settlement Agreement and Master

Restructuring Agreement




 









 








Exhibit E

Letter Agreement dated May 12, 2008 Among Delphi and GM Regarding Procedure for

Payment of Buy-Down Payments




 









 








Exhibit F

Summary of Terms of Series D Preferred Stock