EX-10(E)






Exhibit 10(e)




CONFORMED EXECUTION COPY     




FIRST AMENDMENT TO THE AMENDED

AND RESTATED GLOBAL SETTLEMENT AGREEMENT




               THIS FIRST AMENDMENT TO THE AMENDED AND RESTATED GLOBAL SETTLEMENT AGREEMENT (this
“Amendment”), is dated as of September 25, 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”). Capitalized terms not defined herein shall have the
meanings ascribed to such terms in the Agreement (as defined below).



               WHEREAS, Delphi, on behalf of itself and its subsidiaries and Affiliates operating as debtors
and debtors in possession in the Chapter 11 Cases, and GM have entered into an Amended and Restated
Global Settlement Agreement dated as of September 12, 2008 (the “Agreement”); and



               WHEREAS, Delphi and GM have agreed to amend the Agreement pursuant to this Amendment.



               NOW, THEREFORE, in consideration of the mutual promises, agreements, and covenants contained
herein, each of the parties hereto hereby agrees as follows:




	1.	 	Section 1.57(a). The following Section 1.57(a) shall be added to the Agreement after
Section 1.57 thereof: “GUC Percentage” shall mean .2 multiplied by the amount of
allowed general unsecured claims (exclusive for all purposes of this section 1.57(a) of
holders of TOPrS Claims, as defined in the 2007 Plan) divided by the sum of $2.055 billion and
the product of 2 and the amount of allowed general unsecured claims.”
	 
	2.	 	Section 4.01(e). Section 4.01(e) is hereby replaced in its entirety with the
following: “Any Delphi Plan shall provide that effective as of its effective date, the
GM-Related Parties shall be released by the UAW Releasing Parties as set forth in the UAW
MOU.”
	 
	3.	 	Section 4.01(f). Section 4.01(f) is hereby replaced in its entirety with the
following: “Any Delphi Plan shall provide that effective as of its effective date, the
GM-Related Parties shall be released by the IUE-CWA Releasing Parties as set forth in the
IUE-CWA MOU.”
	 
	4.	 	Section 4.01(g). Section 4.01(g) is hereby replaced in its entirety with the
following: “Any Delphi Plan shall provide that effective as of its effective date, the
GM-Related Parties shall be released by the USW Releasing Parties as set forth in the USW
MOUs.”
	 
	5.	 	Section 4.01(h). Section 4.01(h) is hereby replaced in its entirety with the
following: “Any Delphi Plan shall provide that effective as of its effective date, the
GM-Related Parties shall be released by the IAM Releasing Parties as set forth in the IAM
MOU.”
	 
	6.	 	Section 4.01(i). Section 4.01(i) is hereby replaced in its entirety with the
following: “Any Delphi Plan shall provide that effective as of its effective date, the
GM-Related Parties shall be released by the IBEW Releasing Parties as set forth in the IBEW
MOUs.”




 









 






	7.	 	Section 4.01(j). Section 4.01(j) is hereby replaced in its entirety with the
following: “Any Delphi Plan shall provide that effective as of its effective date, the
GM-Related Parties shall be released by the IUOE Releasing Parties as set forth in the IUOE
MOUs.”
	 
	8.	 	New Section 4.04(a)(iii). The following Section 4.04(a)(iii) shall be added to the
Agreement after Section 4.04(a)(ii) thereof: “If any condition for the receipt by GM of the
preferred stock described in Section 4.04(c) hereof is not satisfied or waived by GM, holders
of general unsubordinated unsecured claims (exclusive for all purposes of this section 4.04(a)
of TOPrS Claims, as defined in the 2007 Plan) shall receive 50% of all distributions that
otherwise would be made to GM on account of its administrative expense claims allowed pursuant
to this Section 4.04(a) to the extent necessary for such holders to receive an aggregate
distribution, exclusive of any value received as a result of participation by such holders in
any rights offering or similar undertaking, on account of their allowed general unsubordinated
unsecured claims equal in value of up to $300 million.”
	 
	9.	 	Section 4.04(c). The following sentences shall be added at the end of Section
4.04(c) of the Agreement: “If all conditions for the receipt by GM of the preferred stock
described in the preceding sentence are satisfied, value equal (at Plan value) to an amount of
up to the GUC Percentage multiplied by the stated value of the preferred stock otherwise
distributable to GM under the first sentence of this Section 4.04(c) shall be distributed to
holders of general unsubordinated unsecured claims (exclusive for all purposes of this section
4.04(c) of holders of TOPrS Claims, as defined in the 2007 Plan) to the extent necessary to
permit the holders of general unsubordinated unsecured claims to receive distributions,
exclusive of any value received as a result of participation by such holders in any rights
offering or similar undertaking, equal to 20% of their allowed general unsubordinated
unsecured claims. Any distribution to the holders of general unsubordinated unsecured claims
under the immediately preceding sentence of this Section 4.04(c) shall be effected by a
reduction in the amount, measured in Plan value, of such preferred stock distributed to GM and
a commensurate increase in the amount, measured in Plan value, of common stock distributed to
the holders of the general unsubordinated unsecured claims. Such reduction and increase shall
be made on a pro rata basis (i.e., out of each dollar of preferred or common stock distributed
pursuant to this section 4.04(c), the GUC Percentage of such dollar shall be distributed in
common stock to holders of the general unsubordinated unsecured claims and the remainder of
such dollar shall be distributed in preferred stock to GM). Notwithstanding anything to the
contrary in this Section 4.04(c), GM shall not be required, absent delivery to Delphi of GM’s
prior written consent, to accept pursuant to this section 4.04(c), after taking into account
reductions pursuant to the preceding two sentences of this Section 4.04(c), preferred stock
with a stated value of less than $2.055 billion (if GM does not provide such consent, GM shall
retain its administrative expense claims allowed pursuant to Section 4.04(a) hereof and all
rights in connection therewith). Distributions pursuant to this section 4.04(c) shall not
limit or restrict distributions to holders of allowed general
unsubordinated unsecured claims under section 4.04(b) of this Agreement. In the event that
total enterprise value set forth in the Plan or Disclosure Statement (as subsequently
modified hereafter) exceeds $7.13 billion, Delphi and GM agree to work in good faith with
the official committee of unsecured creditors (the “Creditors’ Committee”) to




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	 	 	establish a
reasonable allocation of the value in excess of $7.13 billion in light of the actual
economic value of reorganized Delphi.
	 
	10.	 	Exhibit F. Exhibit F of the Agreement shall be replaced in its entirety by
Annex A hereto.
	 
	11.	 	Any amendments to the Amended GSA or the Amended MRA that are materially adverse to the
Debtors’ estates shall require the consent of the Creditors’ Committee.
	 
	12.	 	Effect of Amendment. On and after the date hereof, each reference in the Agreement
to “this Agreement, “ “hereunder, “ “hereof, “ “herein” or words of like import referring to
the Agreement shall be deemed to mean the Agreement as amended by this Amendment. This
Amendment shall operate as an amendment of the provisions of the Agreement referred to
specifically herein. The amendments to the Agreement contemplated by this Amendment are
limited precisely as written and shall not be deemed to be an amendment to any other terms or
conditions of the Agreement. Except as specifically amended by this Amendment and as set
forth in the preceding sentence, the Agreement, subject to the provisions of Article VI
thereof, shall remain in full force and effect. Except as expressly provided herein, this
Amendment shall not be deemed to be a waiver of, or consent to, or a modification or amendment
of, any other term or condition of the Agreement.





[Signature Page Follows]




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               IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be signed by their
respective officers thereunto duly authorized, all as of the date first written above.



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

	 	/s/ John D. Sheehan
	 	 	 	By:
	 	/s/ Frederick A. Henderson	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Name: John D. Sheehan
	 	 	 	 	 	Name: Frederick A. Henderson	 	 
	 

	 	Title: Vice President, Chief Restructuring Officer
	 	 	 	 	 	Title: President and Chief Operating Officer	 	 






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Summary of Terms of Series D Preferred Stock




     Set forth below is a summary of indicative terms for the preferred stock of Delphi Corporation
to be issued to General Motors Corporation pursuant to a Plan of Reorganization of Delphi
Corporation under chapter 11 of the Bankruptcy Code. No party shall be bound by the terms hereof
and only execution and delivery of definitive documentation relating to the transaction shall
result in any binding or enforceable obligations of any party relating to the transaction.



	 	 	 
	Issuer:

	 	Delphi Corporation (the “Company”), a
corporation organized under the laws of
Delaware and a successor to Delphi
Corporation, as debtor in possession in the
chapter 11 reorganization case (the
“Bankruptcy Case”) pending in the United
States Bankruptcy Court for the Southern
District of New York.
	 
	 	 
	Series D Preferred
Stock Holder:

	 	General Motors Corporation (“GM”).
	 
	 	 
	Securities to be
Issued:

	 	Shares of Series D Convertible Preferred
Stock, par value $0.01 per share, (the
“Series D Preferred Stock”) with an
aggregate initial stated value of $2.055
billion (such amount, the “Stated Value”).
Delphi may pay cash to GM to reduce the
number of shares issued at a price equal to
the Stated Value per share.
	 
	 	 
	Mandatory 

Conversion into 

Common Stock:

	 	The Company shall convert into Common Stock
all, but not less than all, of the Series D
Preferred Stock on the fifth business day
following the date the Mandatory Conversion
Requirements are satisfied (but in no event
earlier than the third anniversary of the
effective date of the Plan) at the
Conversion Price (as defined below) of the
Series D Preferred Stock in effect on such
conversion date.
	 
	 	 
	 

	 	The “Mandatory Conversion Requirements” set
forth in this section are as follows: (i)
the closing price for the Common Stock for
at least 35 trading days in the period of
45 consecutive trading days immediately
preceding the date of the notice of
conversion shall be equal to or greater
than a price per share equal to 138% of the
Conversion Price and (ii) the Company has
at the conversion date an effective shelf
registration covering resales of the shares
of Common Stock received upon such
conversion of the Series D Preferred Stock.
	 
	 	 
	 

	 	The Company will provide the Series D
Preferred Stock Holder with notice of
conversion at least five (5) business days
prior to the date of conversion.
	 
	 	 
	 

	 	The Series D Preferred Stock Holder will
agree not to take any action to






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	 	delay or
prevent such registration statement from
becoming effective.
	 
	 	 
	Liquidation 

Preference:

	 	In the event of any liquidation,
dissolution or winding up of the Company,
whether voluntary or involuntary, each
share of Series D Preferred Stock shall
receive, out of legally available assets of
the Company, a preferential distribution in
cash in an amount equal to the Stated Value
per share plus any unpaid Dividend
Participation to which it is entitled or,
if greater, the amount it would receive
upon conversion to Common Stock immediately
prior to such liquidation. Consolidation
or merger or sale of all or substantially
all of the assets of the Company shall not
be a liquidation, dissolution or winding up
of the Company.
	 
	 	 
	Change of Control:

	 	In a merger or consolidation or a sale of
the Company involving a change of control
of the Company, the Series D Preferred
Stock will be converted into the greater of
(i) the consideration applicable to the
Common Stock on an as converted basis (or
at the option of the Company a preferred
security of equivalent economic value) and
(ii) the Stated Value plus any unpaid
Dividend Participation as to which it is
entitled, for consideration payable in cash
or marketable securities.
	 
	 	 
	Ranking:

	 	Senior to all other equity securities of
Delphi and its subsidiaries issued pursuant
to its Plan of Reorganization (the “Plan”)
with respect to any distributions upon
liquidation, dissolution or winding up of
the Company. Senior to Common Stock with
respect to any distributions upon
liquidation, dissolution, winding up of the
Company. The Company shall be permitted to
issue new capital stock after the Effective
Date of its Plan that is senior to or pari
passu with the Series D Preferred Stock
with respect to distributions upon
liquidation, dissolution or winding up and
other rights.
	 
	 	 
	 

	 	While any bankruptcy event is pending: (i)
there shall be no dividends or other
distributions on shares of Common Stock or
other securities that do not, by their
terms, rank senior to or pari passu with
the Series D Preferred Stock (“Junior
Stock”) or any purchase, redemption,
retirement or other acquisition for value
or other payment in respect of Junior Stock
unless the Series D Preferred Stock is paid
its Stated Value plus any dividends to
which it is entitled in full; and (ii)
there shall be no such dividends,
distributions, purchases, redemptions,
retirement, acquisitions or payments on
Junior Stock in each case in cash unless
the Series D Preferred Stock has first been
paid in full in cash its Stated Value plus
any unpaid Dividend Participation to which
it is entitled.
	 
	 	 
	Conversion of
Preferred Stock into

	 	Each share of Series D Preferred Stock
shall be convertible at any time, without
any payment by the Series D Preferred Stock
Holder, into a






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	Common Stock:

	 	number of shares of Common
Stock equal to (i) the Stated Value divided
by (ii) the Conversion Price. The
Conversion Price shall initially be equal
to the plan value per share as set forth in
the Plan or applicable Disclosure
Statement, subject to adjustment from time
to time pursuant to the anti-dilution
provisions of the Series D Preferred Stock
(as so adjusted, the “Conversion Price”).
The anti-dilution provisions will contain
customary provisions with respect to stock
splits, combinations and stock dividends
and customary weighted average
anti-dilution provisions in the event of,
among other things, the issuance of rights,
options or convertible securities with an
exercise or conversion or exchange price
below the Conversion Price, the issuance of
additional shares at a price less than the
Conversion Price and other similar
occurrences. If a “Fundamental Change”
occurs (i.e., merger, consolidation, asset
sale, etc.) in which all or substantially
all Common Stock is exchanged for or
converted into stock, other securities,
cash or assets, the Series D Preferred
Stock has the right upon any subsequent
conversion to receive the kind and amount
of stock, other securities, cash and assets
that it would have received if it had been
converted immediately prior thereto. Any
unpaid Dividend Participation to which the
Series D Preferred Stock is entitled shall
be paid upon any such conversion.
	 
	 	 
	 

	 	Any Series D Preferred Stock held by GM or
its affiliates that is converted into
Common Stock, whether pursuant to this
section or the section entitled “Mandatory
Conversion into Common Stock,” shall be
converted into shares of Common Stock
which, so long as such shares are held by
GM or its affiliates, cannot be voted other
than with respect to a merger,
consolidation or sale of the Company
involving a change in control of the
Company (a “Change of Control Transaction”)
in which the consideration to be paid for
all Common Stock, including such shares of
Common Stock held by GM or its affiliates,
is not (i) equal to or greater than the
Stated Value (subject to adjustment to
reflect any stock splits or stock
combinations effecting such shares of
Common Stock) and (ii) paid in full in cash
(the “Stated Consideration”); provided,
that upon the transfer by GM or its
affiliates of such Common Stock to a
transferee that is not GM or an affiliate
of GM, the restriction on voting such
Common Stock shall no longer apply.
	 
	 	 
	Dividends:

	 	In addition, if any dividends are declared
and paid on the Common Stock, each share of
Series D Preferred Stock shall be entitled
to receive the dividends that would have
been payable on the number of shares of
Common Stock that would have been issued
with respect to such share had it been
converted into Common Stock immediately
prior to the record date for such dividend
(“Dividend Participation”).
	 
	 	 
	Voting Rights:

	 	The Series D Preferred Stock and any shares
of Common Stock issued






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	 	in connection with a
mandatory conversion of Series D Preferred
Stock, so long as such shares are held by
GM or any of its affiliates (the “GM Common
Stock”) will not have any voting rights,
except with respect to a Change of Control
Transaction in which the consideration to
be paid to all Common Stock, including the
Common Stock into which the Series D
Preferred Stock is convertible, is not at
least equal to the Stated Consideration;
provided, that nothing shall prohibit the
Series D Preferred Stock or GM Common Stock
from being voted in any manner to the
extent required by Section 242(b)(2) of the
Delaware General Corporation Law. With
respect to such a transaction, each share
of Series D Preferred Stock or GM Common
Stock shall be entitled to a number of
votes equal to the votes that it would
otherwise have on an “as converted” basis.
	 
	 	 
	 

	 	Upon a Transfer by GM or its affiliates of
the Series D Preferred Stock to someone
other than GM or its affiliates in which
there is no automatic conversion into
Common Stock, as provided below under
“Transferability,” the Series D Preferred
Stock will vote, on an “as converted”
basis, together with the holders of the
Common Stock, on all matters submitted to
the holders of Common Stock. For the
avoidance of doubt, upon a Transfer by GM
or its affiliates of the Series D Preferred
Stock to someone other than GM or its
affiliates in which there is an automatic
conversion into Common Stock, as provided
below under “Transferability,” the Common
Stock shall have the same voting rights as
any other Common Stock.
	 
	 	 
	Transferability:

	 	The Series D Preferred Stock shall be
transferred in accordance with this
section.
	 
	 	 
	 

	 	Upon any direct or indirect sale, transfer,
assignment, pledge or other disposition,
(including a series of related direct or
indirect sales, transfers, assignments,
pledges or other dispositions, defined as a
“Transfer”) of any Series D Preferred Stock
(other than a Transfer to an affiliate of
GM or any Transfer completed at a time when
there is a pending acceleration under the
Company’s exit financing facility or any
refinancing thereof), such Transferred
Series D Preferred Stock shall
automatically be converted into Common
Stock at the then applicable Conversion
Price.
	 
	 	 
	 

	 	The Series D Preferred Stock may not be
Transferred by GM or its affiliates to any
person if such Transfer would result in
such person or group having beneficial
ownership of 15% or greater of the Common
Stock on an as converted basis. In
addition, GM or its affiliates may not
Transfer Series D Preferred Stock (i)
exceeding 10% of the Common Stock on an as
converted basis to any one person,
including any affiliates of such person, or
any one “group” (as defined in Section






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	 	13(d)(3) of the Securities Exchange Act of
1934, as amended) or (ii) without the prior
written consent of the Company, not to be
unreasonably withheld, to any one person or
group, including any affiliates of such
person, who has filed a Schedule 13D with
the Securities and Exchange Commission with
respect to the Company.
	 
	 	 
	Amendments:

	 	No provision of the certificate of
designations for the Series D Preferred
Stock may be repealed or amended in any
respect unless such repeal or amendment is
approved by the affirmative vote of the
holders of a majority in aggregate Stated
Value of the then outstanding Series D
Preferred Stock.
	 
	 	 
	Registration Rights:

	 	GM and its affiliates, assignees or
transferees of Registrable Securities (as
defined below) (so long as such person
holds Registrable Securities)
(collectively, the “Holders”) shall be
entitled to registration rights as set
forth below. Except as set forth below, the
registration rights shall be substantially
similar to the registration rights
previously agreed to by the Company and GM
as set forth in the previously negotiated
registration rights agreement (the “Prior
RRA”).
	 
	 	 
	 

	 	Required Registration: The “Resale
Registration Statement” (as defined in the
Prior RRA) shall not be required to be
filed prior to the date that is seven (7)
days after the later of (i) the effective
date of the Plan and (ii) the filing of the
2008 Form 10-K. The Company shall use its
reasonable best efforts to cause such
Resale Registration Statement to be
declared effective within thirty (30) days
after filing.
	 
	 	 
	 

	 	Demand Registrations. The Holders shall be
entitled to an aggregate of three (3)
demand registrations with respect to
Registrable Securities; provided that
following the time that the Company is
eligible to use Form S-3, the Holders shall
be entitled to an unlimited number of
demand registrations with respect to
Registrable Securities. Any demand
registration may, at the option of the
Holder, be a “shelf” registration pursuant
to Rule 415 under the Securities Act of
1933 if the Company is at such time
eligible to use Form S-3. All
registrations will be subject to customary
“windows” no less restrictive to the
Company than those set forth in the Prior
RRA.
	 
	 	 
	 

	 	Piggyback Registrations. The Holders shall
be entitled to unlimited piggyback
registration rights with respect to
Registrable Securities as set forth in the
Prior RRA, subject to customary cut-back
provisions.
	 
	 	 
	 

	 	Registrable Securities. “Registrable
Securities” shall mean and include any
shares of Series D Preferred Stock, any
shares of Common Stock issuable upon
conversion of the Series D Preferred Stock,
any other shares of Common Stock (including
after acquired shares of Common






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	 	Stock) and
any additional securities issued or
distributed by way of a dividend or other
distribution in respect of any such
securities, in each case, held by any
Holder; provided, that as to any
Registrable Securities, such securities
will cease to constitute Registrable
Securities upon the earliest to occur of:
	 

	 	(i) the date on which such securities are
disposed of pursuant to an effective
registration statement under the Securities
Act; (ii) the date on which such securities
are distributed to the public pursuant to
Rule 144 (or any successor provision) under
the Securities Act; (iii) the date on which
such securities have been transferred to
any Person other than a Holder; (iv) the
date on which such securities cease to be
outstanding; and (v) for so long as such
securities may be transferred without
restriction as to volume pursuant to Rule
144.
	 
	 	 
	 

	 	Expenses. All registrations shall be at
the Company’s expense (except underwriting
fees, discounts, stock transfer taxes and
commissions applicable to the sale of
Registrable Securities and all fees and
expenses of more than one counsel
representing Holders selling Registrable
Securities, which shall be paid by the
selling Holders), including, without
limitation, all fees and expenses of one
(but not more than one) counsel for any
Holders selling Registrable Securities in
connection with any such registration, as
set forth in the Prior RRA.
	 
	 	 
	Optional
Redemption:

	 	For a period of six months after the
“Effective Date” of the Plan, the Company
shall have the right to redeem up to one
half of the Series D Preferred Stock at a
price per share equal to 85% of the Stated
Value per share.







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