##### 



x:In re
    
    ::
    
    Chapter 11DELPHI CORPORATION, et al.,
    
    ::
    
    Case No. 0544481 (RDD)Debtors.
    
    ::
    
    (Jointly Administered):x




---



##### 



Notice of Status as a Substantial Equityholder
 Restrictions and Procedures for Trading in Stock
 2




---



##### 



3
        Restrictions and Procedures for Trading in Covered Claims
    provided however
 4




---



##### 



ad hoc
 5




---



##### 



provided however
 Sell Down Procedures
 Reporting of Substantial Claimholder Status
 6




---



##### 



Petition for Sell Down Order and Notification Procedures
 7




---



##### 



8




---



##### 



Procedures for Objection to a Sell Down Notice
 9




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##### 



(A)
    
    the reasonably expected range of tax attributes available to be
carried over under the 382(l)(5) Plan to reduce the future U.S. federal income
tax liabilities of the Debtors, taking into account, among other things,
anticipated reductions in tax attributes under section 108(b) of the Internal
Revenue Code that will occur as a result of the implementation of the 382(l)(5)
Plan, anticipated deductions arising from payments made under the 382(l)(5)
Plan, the extent to which the Debtors anticipate future U.S. federal income tax
liability that could be reduced by such tax attributes, and the reasonable
likelihood that such tax attributes could be used prior to expiration;(B)
    
    the basis for the Debtors belief that the reduction in
holdings required by the Sell Down Order (and implemented by the Sell Down
Notices) are reasonably necessary and appropriate to ensure that the ownership
requirements of section 382(l)(5) of the Internal Revenue Code will be
satisfied in connection with the 382(l)(5) Plan; and(C)
    
    the basis for the Debtors belief that there is a reasonable
possibility that utilization of section 382(l)(5) of the Internal Revenue Code
will be more beneficial to the Debtors and their estates than utilizing section
382(l)(6) of the Internal Revenue Code.
  10




---



##### 



provided however
 11




---



##### 



Procedures for Implementing a Sell Down Order
  Procedure if no Sell Down Notices are Required
  12




---



##### 



Confidentiality
 13




---



##### 



provided however
 Sanctions for Noncompliance
 Noncompliance Relating to Stock ab initio
 14




---



##### 



Noncompliance Relating to a Sell Down Notice or a Claims Trading Notice Order ab initio
 15




---



##### 



Special Rule provided however
 16




---



##### 



provided however
 Other Available Remedies
 Notice of this Final Order New York Times Wall Street Journal
 17




---



##### 



Definitions
 3 82(l)(5) Plan
 18




---



##### 



Agent
 Applicable Percentage
 Bankruptcy Code
 Claims Trading Notice Order
 Consenting Claimholder
 Covered Claims provided that inter alia
 19




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##### 



inter alia
 Creditors Committee
 Debtors
 Debt Securities
 Disclosure Statement
 Effective Time
 Entity
 Equity Forfeiture Provision
 Forfeited Equity
 Indenture Trustee
 Internal Revenue Code
 Interim Order
 Final Order
 Motion
 20




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##### 



Newly Traded Covered Claims
 Notice
 Notice of Completed Sell Down
 Notice of Consent
 Notice of Status as a Substantial Equityholder
 Order Time
 Participation Restriction
 Petition Date
 Potentially Substantial New Equityholder
 Preliminary Percentage
 Proposed Covered Claim Transaction Notice
 Proposed Stock Transaction Notice
 21




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##### 



Protected Amount
 (i) increased by minus
 (ii) increased Acquired Covered Claims Acquiror Transferor
 (A)
    
    Transferor is bound by a written agreement to reduce its
Protected Amount by an amount equal to the increase in Acquirors Protected
Amount pursuant to this clause (ii) (the Additional Protected Amount) and(B)
    
    if Transferor had retained Tax Ownership of the Acquired
Covered Claims and any other Covered Claims of which it had Tax Ownership as of
the date of transfer of the Acquired Covered Claims, (x) its Protected Amount
would have been equal to or greater than the Additional Protected Amount, (y)
the Acquired Covered Claims would have been Newly Traded Covered Claims as to
Transferor, and (z) it would have been entitled under the terms of the
382(l)(5) Plan (after compliance with a Sell Down Notice properly applicable to
it) to acquire Tax Ownership of five percent or more of the equity of the
reorganized Debtors;
 (iii) decreased by
 22




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##### 



Reporting Notice
 Sell Down Notice
 Sell Down Order
 Stock
 Substantial Claimholder
 Substantial Claimholder Notice
 Substantial Equityholder
 Substantial Equityholder Notice
 Tax Ownership e.g.
 23




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Threshold Amount
 
 /s/ Robert D. DrainUNITED STATES BANKRUPTCY JUDGE 24




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##### 



Exhibit 1A
 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
 NOTICE OF STATUS AS A SUBSTANTIAL EQUITYHOLDER
 1  Stock


1 Final Order






---



##### 



Respectfully submitted,[Name][Address]
[Telephone]
[Facsimile]Dated: [city, state], 200[ ]




---



##### 



Exhibit 1B
 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
 NOTICE OF INTENT TO PURCHASE, ACQUIRE OR  OTHERWISE OBTAIN TAX OWNERSHIP OF STOCK
 1  Proposed Transaction Stock


1 Final Order






---



##### 



ab initio
  Respectfully submitted,[Name][Address][Telephone][Facsimile]Dated: [city, state], 200[ ]




---



##### 



Exhibit 1C
 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
 NOTICE OF INTENT TO SELL, EXCHANGE OR  OTHERWISE DISPOSE OF TAX OWNERSHIP OF STOCK
 1  Proposed Transaction Stock


1 Final Order






---



##### 



ab initio
  Respectfully submitted,[Name][Address][Telephone][Facsimile]Dated: [city, state], 200[ ]




---



##### 



Exhibit 2A
 UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORKx:In re:
    
    :
    
    Chapter 11:DELPHI CORPORATION,et al.,
    
    :
    
    Case No. 0544481 (RDD):Debtors.
    
    :
    
    (Jointly Administered):x
 NOTICE OF CONSENT
 Final Order 1


1






---



##### 



Respectfully submitted,[Name][Address][Telephone][Facsimile]Dated:
[city, state]
            , 200[ ]




---



##### 



Exhibit 2B
 UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORKx:In re
    
    :
    
    Chapter 11:DELPHI CORPORATION, et al.,
    
    :
    
    Case No. 0544481 (RDD):Debtors.
    
    :
    
    (Jointly Administered):x
 SUBSTANTIAL CLAIMHOLDER NOTICE
 1
 Description of
    
    Amount of
    
    DirectlyDebtor
    
    Covered Claim
    
    Covered Claim
    
    Owned ?
  
 1
    
    Unless otherwise defined herein, each
capitalized term shall have the meaning ascribed to it in the Final Order Under
11 U.S.C. §§ 105, 362, And 541 And Bankruptcy Rule 3001 (A)
Establishing Notification Procedures Applicable To Substantial Holders Of
Claims And Equity Securities And (B) Establishing Notification and Hearing
Procedures For Trading in Claims and Equity Securities dated January [ ], 2006
(the Final Order).




---



##### 



Respectfully submitted,[Name][Address][Telephone][Facsimile]Dated: [city, state], 200[ ]




---



##### 



Exhibit 2C
 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
 NOTICE OF COMPLETED SELL DOWN
 1 Sell Down
  Description of
    
    Amount of
    
    DirectlyDebtor
    
    Covered Claim
    
    Covered Claim
    
    Owned ?
  
 1 Final Order




---



##### 



Respectfully submitted,[Name][Address][Telephone][Facsimile]




---



##### 



Exhibit 2D
 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
 PROPOSED COVERED CLAIM TRANSACTION NOTICE
 1 Proposed Transaction
 Description of
    
    Amount of
    
    DirectlyDebtor
    
    Covered Claim
    
    Covered Claim
    
    Acquired?
  Description of
    
    Amount of
    
    DirectlyDebtor
    
    Covered Claim
    
    Covered Claim
    
    Acquired?
 
 1 Final Order




---



##### 



Respectfully submitted,[Name][Address][Telephone][Facsimile]




---



##### 



Exhibit 3
 
 x:In re
    
    ::
    
    Chapter 11DELPHI CORPORATION, et al.,
    
    ::
    
    Case No. 0544481 (RDD)Debtors.
    
    ::
    
    (Jointly Administered):x
 FOR TRADING IN CLAIMS AND EQUITY SECURITIES
 1 2
  
 1
 2




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##### 



Except as otherwise provided in the Final Order, (a) any sale, purchase, or other
transfer of equity securities in the Debtors in violation of the procedures set forth below and in
the Final Order shall be null and void ab initio and (b) any sale, purchase, or
other transfer of claims in violation of the procedures set forth below and in the Final Order
shall be subject to sanction (including loss of equity to which the holders of such claims would
otherwise be entitled) as imposed by the Court, in each case as an act in violation of the
automatic stay under section 362 of the Bankruptcy Code.
 EQUITY SECURITIES OF DELPHI




---



##### 



CLAIMS AGAINST THE DEBTORS
 provided however




---



##### 








---



##### 



BOTH EQUITY SECURITIES OF DELPHI AND CLAIMS AGAINST THE DEBTORS
 ab initio
  3 82(l)(5) Plan
 Covered Claims
 Entity




---



##### 



Newly Traded Covered Claims
 Stock
 Substantial Claimholder
 Substantial Equityholder
 Tax Ownership e.g.




---



##### 



1
 THE DEBTORS PLAN OF REORGANIZATION MAY PROVIDE FOR THE
DISALLOWANCE OF CLAIMS AGAINST OR INTERESTS IN THE DEBTORS TO THE EXTENT THAT THEY WOULD ENTITLE
THE HOLDERS THEREOF TO A DISTRIBUTION OF 4.75% OR MORE OF THE VALUE OF THE REORGANIZED DEBTORS.
 THE FINAL ORDER AFFECTS YOUR RIGHTS AS A HOLDER OF EQUITY OR
DEBT SECURITIES OF THE DEBTORS. IF YOU HAVE ANY QUESTIONS ABOUT THE ORDER OR ITS EFFECT ON YOUR
RIGHTS YOU SHOULD CONSULT A LAWYER.
 FAILURE TO FOLLOW THE PROCEDURES SET FORTH IN THIS NOTICE
SHALL CONSTITUTE A VIOLATION OF THE AUTOMATIC STAY PRESCRIBED BY SECTION 362 OF THE BANKRUPTCY
CODE.
 ANY PROHIBITED PURCHASE, SALE, TRADE, OR OTHER TRANSFER OF
CLAIMS AGAINST, OR EQUITY SECURITIES IN, THE DEBTORS IN VIOLATION OF THE ORDER SHALL BE NULL AND
VOID AB INITIO (IN THE CASE OF EQUITY SECURITIES) AND MAY BE PUNISHED BY CONTEMPT
OR OTHER SANCTIONS (INCLUDING LOSS OF EQUITY) IMPOSED BY THE BANKRUPTCY COURT.
 
 1
    
    Normal business hours for the Official Copy
Service are from 7:00 a.m. to 6:00 p.m. (prevailing Pacific Time).




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##### 



DELPHI CORPORATION5725 Delphi DriveTroy, Michigan 48098-2815Attn:
    
    General Counsel and Chief Tax OfficerSKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP333 West Wacker Drive, Suite 2100Chicago, Illinois 60606-1285Attn:
    
    John Wm. Butler, Jr.John K. LyonsRon E. Meisler-and-Four Times SquareNew York, New York 10036-6522Attn:
    
    Kayalyn A. MarafiotiThomas J. Matz