EX-10(D)






Exhibit 10(d)




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,	 	 	 	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 
	 

	 	 	 	 	 	 	 	 







GSA-57 










 





Global Settlement Agreement




Exhibit A




Master Restructuring Agreement




SEE MASTER

RESTRUCTURING

AGREEMENT ATTACHED

SEPARATELY HERETO




1









 





PHI Protection Agreement




Recitals





	1.	 	Delphi Corporation (“Delphi”) has established, sponsors, and maintains a group health plan
called the Delphi Health Care Program for Hourly Employees (the “Hourly Health Care Plan”).
	 
	2.	 	The Hourly Health Care Plan is subject to the Privacy and Security Rules promulgated under
the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), which regulates the
disclosure of “protected health information” and “electronic PHI” (“ePHI”) as defined under
HIPAA (collectively “PHI”).
	 
	3.	 	As part of a broader Settlement Agreement relating to Delphi’s emergence from Chapter 11,
General Motors Corporation (“GM”) has agreed to reimburse Delphi for certain Hourly Health
Care Plan benefits Delphi has paid and provide post-retirement medical benefits for certain
Delphi retirees.
	 
	4.	 	As a result, GM requires access to certain information, including information which may be
deemed PHI, relating to certain Delphi retirees.
	 
	5.	 	Delphi and the Hourly Health Care Plan are required to take appropriate actions to protect
PHI.
	 
	6.	 	Delphi, the Hourly Health Care Plan, and GM desire that the parties provide appropriate
safeguards for PHI that GM receives from Delphi in connection with reimbursing Delphi for the
referenced benefits and providing post-retirement medical benefits for Delphi retirees.
	 
	7.	 	This Agreement is being entered into with the intent to comply with all applicable laws.
	 
	9.	 	This Agreement is supported by the consideration underlying the Settlement Agreement.





Terms




1. Duties of GM





	 	A.	 	To the extent GM obtains PHI in connection with reimbursing Delphi for or
providing Delphi retirees the referenced benefits, GM will take the actions necessary
to comply with the applicable legal requirements, including HIPAA and the Privacy and
Security Rules promulgated thereunder, see 45 C.F.R. Parts 160, 162, to safeguard any
such PHI. GM may not use or disclose such PHI in a manner that, if done by Delphi,
the Hourly Health Care Plan, or any Business Associates (as defined under HIPAA) of
Delphi, would violate HIPAA (i.e., GM is subject to the same




 









 





Exhibit      




	 	 	 	restrictions on use and disclosure of PHI as Delphi and the Hourly Health Care
Plan).
	 
	 	B.	 	Consistent with the above duties, GM will:






	 	(1)	 	identify and inform Delphi or the Hourly Health Care Plan of
the minimum necessary PHI that is needed;
	 
	 	(2)	 	not use or further disclose such PHI other than as permitted
or required by the Settlement Agreement or as required by law;
	 
	 	(3)	 	use appropriate safeguards to prevent the use or disclosure
of such PHI to which GM has access by virtue of the Settlement Agreement, this
Agreement, or as permitted by applicable law;
	 
	 	(4)	 	as soon as reasonably practicable, but in no event more than
five (5) days following such occurrence, report to Delphi or the Hourly Health
Care Plan any impermissible use or disclosure of such PHI of which GM becomes
aware;
	 
	 	(5)	 	mitigate, to the extent practicable, any harmful effect that
is known to GM of a use or disclosure of such PHI in violation of the
requirements of this Agreement or applicable law;
	 
	 	(6)	 	ensure that any agents or subcontractors to whom GM
appropriately provides such PHI to which GM has access by virtue of the
Settlement Agreement agrees to the same restrictions and conditions that apply
to GM with respect to such PHI;
	 
	 	(7)	 	within thirty (30) days of receipt of Delphi or the Hourly
Health Care Plan’s written request, make available to Delphi or the Hourly
Health Care Plan, as applicable, such PHI in accordance with rules regarding
access of individuals to information under 45 CFR §164.524;
	 
	 	(8)	 	within sixty (60) days of Delphi or the Hourly Health Care
Plan’s written request, amend, as applicable, such PHI requiring amendment in
accordance with the requirements under 45 CFR §164.526;
	 
	 	(9)	 	document disclosures of such PHI and information related to
such disclosures as may be required for Delphi, or the Hourly Health Care
Plan, as applicable, to respond to a request by an Enrollee for an accounting
of disclosures of such PHI in accordance with 45 CFR §164.528;
	 
	 	(10)	 	within thirty (30) days from receipt of Delphi or the Hourly
Health Care Plan’s written request make available to Delphi or the Hourly
Health Care Plan, as applicable, an accounting of disclosures of such PHI in
accordance with 45 CFR §164.528; and
	 
	 	(11)	 	make GM’s internal practices, books, and records relating to
the use and disclosure of PHI received from, or created/received by GM on
behalf of Delphi or the Hourly Health Care Plan available to the HHS Secretary
for the purposes of determining Delphi’s or the Hourly Health Care Plan’s
compliance with HIPAA; provided, however, that in such event GM will
immediately notify Delphi or




2









 




Exhibit      




	 	 	 	the Hourly Health Care Plan upon receipt or notice of any request by the
Secretary to conduct an investigation with respect to such PHI received
from Delphi or the Hourly Health Care Plan.






	 	C.	 	GM represents that it:






	 	(1)	 	has in place administrative, physical, and technical
safeguards that reasonably and appropriately protect the confidentiality,
integrity, and availability of any ePHI that it creates, receives, maintains,
or transmits on behalf of Delphi as required by the Security Rule under HIPAA;
	 
	 	(2)	 	will ensure that any agent, including a subcontractor, to
whom GM provides such ePHI agrees to implement reasonable and appropriate
safeguards to protect it; and
	 
	 	(3)	 	will report to Delphi any security incident of which GM
becomes aware in accordance with the Security Rule under HIPAA.





2. Permitted Uses and Disclosures





	 	A.	 	GM may use and disclose PHI to perform its obligations under the Settlement
Agreement to the extent that such use and disclosure is permitted by HIPAA.
	 
	 	B.	 	GM may, if necessary, use and disclose PHI for the proper management and
administration of GM’s business or to carry out its legal responsibilities;
provided, however, that:






	 	(1)	 	the disclosure must be required bylaw; or
	 
	 	(2)	 	GM must obtain reasonable assurances from the person to whom
the information is disclosed that it will be held confidentially and used or
further disclosed only as required by law or for the purpose for which it was
disclosed to the person and the person notifies GM if confidentiality of the
information has been breached.






	 	C.	 	GM may:






	 	(1)	 	disclose PHI to authorized employees of Delphi and as
permitted under HIPAA, including, but not limited to, the disclosure of
eligibility information to Delphi (acting as plan sponsor) and its delegates
and Claims data to the Hourly Health Care Plan;
	 
	 	(2)	 	obtain and use PHI which GM receives from Delphi, the Hourly
Health Care Plan, or Delphi’s Business Associates in order to perform its
obligations under the Settlement Agreement;
	 
	 	(3)	 	disclose PHI to Delphi’s or to GM’s Business Associates as
appropriate; and
	 
	 	(4)	 	use in conjunction with and disclose PHI to duly authorized
representatives of Enrollees (e.g., Union Benefits Representatives) in
relation to Claims.




3









 





Exhibit      









3. GM Written Assurance





	 	 	 	Upon ten (10) business days prior written notice to GM, GM will provide Delphi or the
Hourly Health Care Plan and their representatives with appropriate written assurances to
verify GM’s compliance with the privacy and security requirements outlined in this
Agreement.





4. Survival





	 	 	 	The provisions of this Agreement will survive termination of the Settlement Agreement.




IN WITNESS WHEREOF, the parties have executed this Agreement on the date indicated below.




	 	 	 	 	 	 	 	 	 
	DELPHI CORPORATION	 	 	 	GENERAL MOTORS CORPORATION
	 
	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Name:

	 	 	 	 	 	Name:	 	 
	 

	 	 
	 	 	 	 	 	 
	 

	 	(printed)
	 	 	 	 	 	(printed)
	 
	 	 	 	 	 	 	 	 
	Title:

	 	 	 	 	 	Title:	 	 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Date:

	 	 	 	 	 	Date:	 	 
	 

	 	 
	 	 	 	 	 	 





4









 






Exhibit C




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Division	 	PD Number	 	PO Amount	 	Invoice No.	 	Invoice Date	 	Invoice Amount
	T&I
	 	0W9J008	 	 	2,342,610.00	 	 	 	97137408	 	 	11/30/2006	 	 	2,029,777.71	 
	T&I
	 	ONHX00P	 	 	761,100.00	 	 	 	97224590	 	 	12/18/2006	 	 	761,100.00	 
	T&I
	 	DTG001NZ	 	 	1,536,500.00	 	 	 	97426960	 	 	01/31/2007	 	 	1,536,500.00	 
	E&S
	 	19LJ00GF	 	 	1,500,000.00	 	 	 	97265917	 	 	12/23/06	 	 	1,500,000.00	 
	   S
	 	06HT02RD	 	 	2,134,661.00	 	 	 	5784	 	 	03/27/07	 	 	2,134,661.00	 
	T&I
	 	0K9B001G	 	 	1,910,000.00	 	 	 	97845829	 	 	04/19/07	 	 	1,576,266.37	 
	T&I
	 	153G000C	 	 	316,125.00	 	 	 	98303090	 	 	07/31/07	 	 	316,125.00	 
	   S
	 	09P1004B	 	 	2,531,351.73	 	 	 	5826	 	 	06/29/07	 	 	2,531,351.73	 






1









 






	 	 	 	 	 
	UNITED STATES BANKRUPTCY COURT
	 	 	 	 
	SOUTHERN DISTRICT OF NEW YORK
	 	 	 	 
	 

	 	x	 	 
	 

	 	 	 
	 

	 	:	 	 
	          In re

	 	:
	 	Chapter 11
	 

	 	:	 	 
	DELPHI CORPORATION, et al.,

	 	:
	 	Case No. 05-44481 (RDD)
	 

	 	:	 	 
	Debtors.

	 	:
	 	(Jointly Administered)
	

	 	:	 	 
	 

	 	x	 	 
	 

	 	 	 
	 
	 	 	 	 





ORDER AUTHORIZING DEBTORS TO IMPLEMENT AMENDED AND RESTATED

GLOBAL SETTLEMENT AGREEMENT AND AMENDED AND RESTATED

MASTER RESTRUCTURING AGREEMENT




(“GSA AND MRA AMENDMENT ORDER”)




     Upon the motion, dated September 12, 2008 (the “Motion”), of Delphi Corporation and certain of
its subsidiaries and affiliates, debtors and debtors-in-possession in the above-captioned cases
(collectively, the “Debtors”), for an order authorizing the Debtors to implement an amended and
restated Global Settlement Agreement (the “Amended GSA”) and an amended and restated Master
Restructuring Agreement (the “Amended MRA”) with General Motors Corporation (“GM”); and due and
appropriate notice of the Motion, the relief requested therein, and the opportunity for a hearing
on the Motion having been served by the Debtors in accordance with the Order To Show Cause entered
on September ___, 2008 and the Supplemental Order Under 11 U.S.C. §§ 102(1) And 105 And Fed. R.
Bankr. P. 2002(m), 9006, 9007, And 9014 Establishing Omnibus Hearing Dates And Certain Notice, Case
Management, And Administrative Procedures, entered March 20, 2006 (Docket No. 2883), and no other
or further notice being necessary; and the Court having held a hearing on the Motion on September
23, 2008 (the “Hearing”); and upon the
record of the Hearing and after due deliberation and consideration, and sufficient cause
appearing therefor;



 









 





IT IS HEREBY FOUND AND DETERMINED THAT:




          A. This Court has core jurisdiction over the Chapter 11 Cases, the Motion, this Order, and the
parties and property affected hereby pursuant to 28. U.S.C. §§ 157(b) and 1334. Venue before this
Court is proper pursuant to 28 U.S.C. §§ 1408 and 1409. The statutory predicates for the relief
requested herein are sections 363, 365, and 503 of the Bankruptcy Code and rules 2002, 6004, and
9019 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”).




          B. The notices given by the Debtors of the Motion and the Hearing constitute proper, timely,
adequate, and sufficient notice thereof and comply with the Bankruptcy Code, the Bankruptcy Rules,
and applicable local rules, and no other or further notice is necessary.




          C. The Debtors’ settlement with GM, as memorialized in the Amended GSA and the Amended MRA
(the “GM Settlement”), is essential to the Debtors’ restructuring and provides material and
substantial consideration to Delphi. Pursuant to Bankruptcy Rule 9019, and based on the admitted
evidence and considerations by the Court of the probability of success, the difficulties in
collection, the complexity of litigation, the expense, inconvenience, and delay, and other factors,
the Court finds:





          (i) The proposed benefits to be received by the Debtors as a result of the GM
Settlement are higher than reasonably foreseeable litigation outcomes in the absence of the
GM Settlement and therefore fall within the range of reasonableness;



2









 






          (ii) Any litigation against GM in the absence of the GM Settlement would be very
complex and very time consuming, with attendant expense, inconvenience, and delay to the
Debtors’ estates;




          (iii) The releases of the GM-Related Parties pursuant to the GM Settlement are fair
and equitable and are a material, integral, and essential part of the consideration that GM
is receiving under the GM Settlement, without which GM would not have agreed to the GM
Settlement; and




          (iv) The GM Settlement is the product of good faith negotiations and arms’-length
bargaining between the parties, all of whom were represented by competent and experienced
counsel and other advisors, and is necessary to the Debtors’ reorganization.



          NOW, THEREFORE, IT IS HEREBY ORDERED, ADJUDGED, AND
DECREED THAT:




          1. The Motion is hereby granted in its entirety.




          2. The Debtors are hereby authorized, but not directed, to implement, deliver, and perform
their obligations under the Amended GSA and the Amended MRA substantially in the forms attached as
Exhibit A and Exhibit B hereto. If the conditions to effectiveness of Amended GSA
have been satisfied or waived by the Parties on or prior to September 29, 2008, the First Net
Liability Transfer shall be deemed to be effective and occur for all purposes on September 29,
2008.1






 




			
	1	 	Capitalized terms not defined herein shall have the
meaning ascribed to such term in the Amended GSA




3









 










          3. The Debtors are authorized, but not directed, to take any and all action, including
modifying the relevant provisions of the applicable union memoranda of understanding, necessary to
implement the Amended GSA and Amended MRA.




          4. The GM Settlement embodied in the Amended GSA and the Amended MRA is hereby authorized and
approved pursuant to Bankruptcy Rule 9019.




          5. Without limiting the generality of the foregoing, GM shall receive the following
consideration:




               (a) an allowed administrative expense claim under section 503(b) of the Bankruptcy Code
pursuant to the terms and conditions of section 4.04(a) of the Amended GSA;



               (b) an allowed general unsecured claim pursuant to the terms and conditions of section 4.04(b)
of the Amended GSA;



               (c) the releases described in section 4.01 of the Amended GSA; and




               (d) the survival of the GM Surviving Claim (as defined in section 4.03 of the Amended GSA).



          6. A sound business purpose exists for the Debtors to undertake the transactions pursuant to
the Amended GSA and Amended MRA in accordance with the requirements of 11 U.S.C. § 363(b) and to
assume or reject any executory contracts under the Amended GSA and the Amended MRA in accordance
with the requirements of 11 U.S.C. § 365(a).




          7. Notwithstanding anything to the contrary in any Delphi Plan (including any amendments,
supplements, or modifications thereto) or the Confirmation




4









 







Order (and any amendments, supplements,
or modifications thereto), in the event that any
of the terms of any Delphi Plan (including any amendments, supplements, or modifications
thereto) or any confirmation order entered with respect to any Delphi Plan (including any
amendments, supplements, or modifications thereto) conflict with any of the terms of the Amended
GSA or the Amended MRA, the terms of the Amended GSA or the Amended MRA shall govern.




          8. This Court shall retain exclusive jurisdiction over all matters related to the
construction, interpretation, or enforcement of the Amended GSA and the Amended MRA;
provided, however, that this Court shall not have jurisdiction over (i) disputes
arising out of the provisions set forth in Article III of the Amended MRA or the agreements
referenced in sections 5.01(c) and (d) of the Amended MRA 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, this Court shall retain
non-exclusive jurisdiction over all matters related to the construction, interpretation, or
enforcement of the Amended GSA and the Amended MRA; and provided further that the jurisdiction of
this Court over all matters related to the Amended GSA and the Amended MRA shall terminate upon the
fourth anniversary of the Effective Date.





5









 








          9. Notwithstanding Bankruptcy Rule 6004(g) or any other provision of the Bankruptcy Rules or
Bankruptcy Code, the terms and conditions of this order shall be immediately effective and
enforceable upon its entry.




	 	 	 	 	 	 	 
	Dated:

	 	New York, New York	 	 	 	 
	 

	 	September ___, 2008	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	UNITED STATES BANKRUPTCY JUDGE
	 	 






6









 






DELPHI CORPORATION

5725 DELPHI DRIVE

TROY, MI 48098




May 12, 2008




Ms. Michelle Scheer

Director of Business Development

General Motors Corporation

767 Fifth Avenue

14th Floor

New York, NY 10153





			
	     Re:	 	Procedure for Payment of Buy Down Payments to UAW Workers at
Divested Units under the Global Settlement Agreement between Delphi
Corporation and General Motors Corporation (the “GSA”)





Dear Michelle:




     This letter confirms our understanding and agreement regarding the process that will be used
to implement the payment of future installments of “UAW Buy Down Payments” to eligible hourly
employees transferred to divested business units; specifically Delphi’s former Interiors and
Closures business, Saginaw Chassis facility, Bearings business, and Steering business. If the buyer
of a divested business unit agrees to pay, directly to the eligible UAW-represented employees,
installments of the UAW Buy Down Payments contemplated under Section 3.02(e) of the GSA and Section
C.5.c of the UAW-Delphi-GM Memorandum of Understanding Delphi Restructuring dated June 22, 2007
(the “MOU’’), with the understanding that Delphi will reimburse the buyers for such payments, then
GM will in turn reimburse Delphi for such payments in accordance with Section 3.02(j) of the GSA,
without regard for the fact that the employees will actually be paid by the buyer, not Delphi.



     Nothing contained in this letter shall: (i) modify Delphi’s obligation to provide supporting
detail under Section 3.02(j)(iv) of the GSA with respect to the employees that have transferred to
the buyers of the divested businesses, (ii) modify Delphi’s obligations to make payments under
Section 3.02(j) prior to the “Effective Date” of the GSA, (iii) require GM to reimburse Delphi or
otherwise pay an amount higher than the amount GM would have otherwise been obligated to pay under
the GSA if Delphi had paid the employees directly, or (iv) require GM to reimburse Delphi for such
payments prior to the “Effective Date” of the GSA.



     GM and Delphi further acknowledge and agree that except as expressly set forth herein, the
terms of the MOU shall remain unchanged and in full force and effect.



 









 





Ms. Michelle Scheer

Director of Business Development

May 12, 2008

Page 2




     Please confirm your agreement to the foregoing by signing this letter in the space provided
below and returning a signed copy to me at your earliest convenience.



	 	 	 	 	 
	 	 	DELPHI CORPORATION
	 
	 	 	 	 
	 

	 	By:
	 	/s/ John D. Sheehan
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Its:
	 	Vice President & Chief
Restructuring Officer






	 	 	 	 	 
	ACCEPTED AND AGREED:	 	 
	 
	 	 	 	 
	GENERAL MOTORS CORPORATION	 	 
	 
	 	 	 	 
	By:

	 	/s/ Michelle Scheer	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Its:

	 	Director, Business Development	 	 
	 
	 	 	 	 
	Cc:

	 	Sean Corcoran	 	 
	 

	 	Keith Stipp	 	 
	 

	 	Fred Fromm	 	 
	 

	 	Charlie Christman
	 	 






 









 






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 determined in accordance
with Section 4.04(c) of the Restated
Global Settlement Agreement (such
amount plus the amount of all accrued
PIK Dividends, 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
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 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 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 Common Stock:

	 	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 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






2









 






	 	 	 
	 

	 	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:

	 	After the third anniversary of
issuance of the Series D Preferred
Stock, a preferred dividend shall
accrue on a quarterly basis at a rate
of 5% per annum on the Stated Value
as in effect from time to time (the
“PIK Dividend”). The PIK Dividend
shall be added to the Stated Value as
it accrues each quarter, in arrears.
	 
	 	 
	 

	 	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”). At such time as the
Company has declared and paid four
consecutive quarterly cash






3









 






	 	 	 
	 

	 	dividends
on Common Stock and paid the Dividend
Participation in full on the Series D
Preferred Stock, the Series D
Preferred Stock shall no longer be
entitled to Dividend Participation.
	 
	 	 
	Voting Rights:

	 	The Series D Preferred Stock and any
shares of Common Stock issued 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
having beneficial ownership of 15% or
greater of the Common Stock on






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	 	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 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, 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






5









 






	 	 	 
	 

	 	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
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







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