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                                                                  EXHIBIT 10 (c)

                           MEMORANDUM OF UNDERSTANDING
      GENERAL MOTORS SERVICE PARTS OPERATION AND DELPHI AUTOMOTIVE SYSTEMS
                                   May 3, 2000

This Memorandum of Understanding is intended to summarize the mutual
understanding between General Motors Service Parts Operations ("SPO"), a
division of General Motors Corporation ("GM"), and Delphi Automotive Systems
Corporation (together with its affiliates and subsidiaries, "Delphi") to modify
the existing business relationship between Delphi and SPO in order to further
establish a normalized business relationship with respect to Delphi's supply of
ACDelco branded products to SPO in the United States.

Expiration of the Delphi/SPO Business Relationship Agreement

The relationship between Delphi and SPO regarding the purchase and supply of
ACDelco branded products (including comparable unbranded parts sold to third
parties through SPO's bulk sale programs) in the United States is currently
governed by the Delphi/SPO Business Relationship Agreement effective January 1,
1998 (the "Existing Agreement"). The Existing Agreement reflects the strong
relationship between SPO and Delphi as well as the evolution of the business
relationship between Delphi and SPO from the previous allied partnership to
today's independent business alliance.

In this regard, Delphi and SPO mutually agree that the Existing Agreement will
expire at the close of business on December 31, 2000.

In addition, Delphi recognizes that SPO has invested heavily in establishing a
global distribution network of business relationships that SPO maintains today
with dealers and wholesale distributors, part of which facilitates the sale of
Delphi's product in the U.S. under the Existing Agreement as well as prior
agreements between SPO and Delphi. While Delphi is now free to sell its product
in competition with SPO, Delphi recognizes that any direct sales by Delphi to
this network may damage SPO's network and possibly hinder SPO's distribution of
Delphi product to end users and, hence, affect SPO's disposition to continue to
source product from Delphi. Therefore, Delphi agrees not to attempt to
proactively sell to that distribution network.

Legacy Trademarks

As the parties have mutually agreed that the Existing Agreement will expire on
December 31, 2000, neither party will be deemed to have unilaterally elected to
terminate the Existing Agreement. As such, Delphi's use of assigned "Legacy
Trademarks" (as defined in the Trademark and Tradename Agreement between Delphi
and GM) will not be subject to the additional twelve (12) month use restriction
provided under Section 2(a)(ii) of the Trademark and Tradename Agreement.
However, Delphi hereby agrees to continue the use restriction for an additional
six (6) months until July 1, 2001. That is, until July 1, 2001, the Legacy
Trademarks will be used by Delphi only in relation to its OEM business and will
always be used in association with the "Delphi" trademark and tradename.

Separate Product Line Supply Agreements

Following expiration of the Existing Agreement, Delphi`s supply to SPO in the
United States of ACDelco branded products will be governed by the terms and
conditions of separate written purchase orders and/or supply agreements and
encompass a continuous and on going relationship between Delphi and SPO for each
of Delphi's divisional product lines, attachment "A" (collectively, the "Supply
Agreements).

Consistent with established purchasing practices and business timing cycles, the
parties will negotiate in good faith and use their best efforts to finalize the
Supply Agreements no later than August 1, 2000. A Supply Agreement Committee
with two members from SPO and two members from Delphi will be


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                                                                  EXHIBIT 10 (c)

                           MEMORANDUM OF UNDERSTANDING
      GENERAL MOTORS SERVICE PARTS OPERATION AND DELPHI AUTOMOTIVE SYSTEMS
                                   May 3, 2000

named to mediate any instances where the Delphi Division and SPO cannot agree on
the Supply Agreement.

Unless otherwise mutually agreed in writing by both parties, each of the Supply
Agreements will be consistent with, and governed by, the following provisions:

         (i) Unless otherwise mutually agreed, the term of each Supply Agreement
will be for an initial period of three (3) calendar years starting with calendar
year 2001 (i.e., calendar years 2001 - 2003) and will continue thereafter until
either party elects to terminate the Supply Agreement, in whole or in part, by
giving twelve (12) months advance written notice to the other party, provided
that no such termination shall be effective prior to January 1, 2004.

         (ii) Pricing for each product (other than prices for unbranded product
sold through SPO's bulk sale programs) during the term of the Supply Agreement
will be based on existing calendar year 2000 pricing subject to mutually agreed
upon market based pricing adjustments. These market based pricing adjustments
will be negotiated in good faith consistent with SPO's established worldwide
purchasing procedures. Unless the parties mutually agree on market based pricing
adjustments for any particular product, the pricing for such product will (a)
remain at then current pricing or (b) until SPO executes section (ix) of this
Memorandum of Understanding.

         (iii) Delphi will provide customary engineering and other product
support/services with respect to each product, and SPO will compensate Delphi
for any such additional support/services to the extent mutually agreed upon by
the parties

         (iv) Delphi will supply SPO with a baseline annual volume range of each
product (by part number or product group including Bulk sales) for each calendar
year (or other mutually agreed upon 12 month period) during the term of the
Supply Agreement (in each case, "Annual Baseline Volume Range"). Unless
otherwise agreed in writing by the parties, the Annual Baseline Volume Range of
each product (by part number or product group) for each calendar year (or other
mutually agreed upon 12 month period) during the term of the Supply Agreement
will be equivalent to actual firm orders for such products placed by SPO in the
normal course of business during the prior calendar year (or other mutually
agreed upon prior 12 month period) minus ten percent (10%) and plus ten percent
(10%), provided, however, that the upper end of the Annual Baseline Volume Range
will not exceed the applicable GM Maximum Capacity Requirements (MCR) for such
product or, if there is no applicable MCR, Delphi's then current maximum
manufacturing capacity for such product. Delphi and SPO will make reasonable
best efforts to resolve any capacity and order schedule conflicts in the best
interest of each party.

         (v) At mutually agreed upon regular intervals during each annual
period (but in no event less than quarterly), SPO's actual firm orders for each
product (by part number or product group) will be evaluated and compared to the
applicable pro rated Annual Baseline Volume Range (taking into account
forecasted variances in order schedules due to seasonal or promotional
programs). In the event that SPO has not at that time actually placed firm
orders on the terms set forth in the Supply Agreement that are within such pro
rated Annual Baseline Volume Range, Delphi and SPO will promptly discuss the
situation and seek to mutually agree upon a revised forecast and order schedule
for the remainder of the applicable annual period. If, based on such revised
forecast and order schedule, SPO is not expected to place firm orders within the
Annual Baseline Volume Range on an annualized basis, Delphi shall be allowed to
the extent permitted under GM's standard purchase order terms and conditions, to
sell any anticipated excess annual capacity (i.e., the difference between such
pro rated Annual Baseline Volume Range for the remaining annual period and SPO's
anticipated firm order volumes for such remaining period) to third parties,
other than original equipment uses by competitors of GM in the manufacture and
sale of completed motor vehicles, at prices and on such




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                                                                  EXHIBIT 10 (c)

                           MEMORANDUM OF UNDERSTANDING
      GENERAL MOTORS SERVICE PARTS OPERATION AND DELPHI AUTOMOTIVE SYSTEMS
                                   May 3, 2000

terms determined solely by Delphi, provided, however, that Delphi, must first
offer SPO the right to purchase such product at the pricing and on the terms set
forth in the applicable Supply Agreement, which right must be exercised by SPO
within thirty (30) days of written notice from Delphi.



         (vi) If SPO does not place firm orders for any products in the normal
course of business during any annual period within the applicable Annual
Baseline Volume Range, Delphi and SPO will promptly discuss any factors that
resulted in such shortfall and, as appropriate, seek during the following sixty
(60) day period to re-negotiate the Annual Baseline Volume Range and/or pricing
and other supply terms for such products in a manner which is in the best
interests of each party.

         (vii) SPO will measure Delphi's performance under the Supply Agreements
(such as product quality, on time delivery, service level, etc.) and apply
risk/reward bonuses and penalties based on mutually agreed annual forecast and
schedules, all consistent with SPO's standard business practices with its other
aftermarket suppliers.

         (viii) Starting October 1, 2000 and on October 1 of each subsequent
year, SPO will provide Delphi with a forecast of annual volumes for the
following calendar year (or other mutually agreed upon annual period) for each
product (by part number or product group). In addition, SPO will provide firm
order schedules to Delphi for each product (by part number or product group)
based on mutually agreed upon manufacturing lead times. SPO will update its
annual volumes forecast and order schedules on a monthly basis and will provide
appropriate advance notice to Delphi of any seasonal and/or promotional programs
based on mutually agreed upon manufacturing lead times.

         (ix) If, in the opinion of SPO, a product does not remain competitive
in terms of technology, design (i.e., fit, function, performance and
durability), service, quality and price with like products available from
another supplier, SPO will notify Delphi in writing of the area(s) in which any
other same or similar product offered by another supplier on similar volume and
supply terms is more competitive (the "SPO Notice"). If, within ninety (90) days
of its receipt of the Notice, Delphi does not agree to sell any product at a
comparable price and with comparable technology, design (i.e., fit, function,
performance and durability), service, and quality, SPO may elect to terminate
the Supply Agreements with respect to any such product effective fifteen (15)
months following Delphi's receipt of the SPO Notice.

         (x) Delphi will have the right to terminate the Supply Agreements early
with respect to any product if Delphi exits the business of producing such
product group (by divestiture or otherwise) upon timely advance written notice
to SPO and in a manner that is consistent with the provisions of the Existing
Agreement, which will include, but are not limited to, bridge runs of up to six
months and joint cooperation between Delphi and SPO to develop viable bid
packages, or as otherwise mutually agreed upon by the parties.

         (xi) The Supply Agreement will incorporate by reference GM's standard
purchase order terms and conditions, provided, however, that the specific terms
of the Supply Agreements will control in the event of any inconsistency with
such standard terms.

         (xii) Delphi will make new technology with respect to aftermarket
products available to SPO on terms which are no less favorable than those
offered to Delphi's other customers taking into consideration volume and length
of contract. Delphi and SPO agree to work together in good faith to mutually
resolve any issues that may arise regarding capacity constraints on new
technology, with terms no less favorable than those offered to Delphi's other
customers.




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                                                                  EXHIBIT 10 (c)

                           MEMORANDUM OF UNDERSTANDING
      GENERAL MOTORS SERVICE PARTS OPERATION AND DELPHI AUTOMOTIVE SYSTEMS
                                   May 3, 2000

Sales to Third Parties

Bulk sales of unbranded product to third parties through, or coordinated by, SPO
will be at prices and on terms mutually agreed upon by SPO and Delphi.





OE Service Parts

The parties acknowledge and agree that neither this Memorandum of Understanding
nor the Existing Agreement governs instances where Delphi, as the supplier to GM
of original equipment ("OE") production parts, also supplies corresponding GM OE
service parts to SPO directly or through a bulk sales program (such parts are
referred to as "GM OE Service Parts" regardless of whether such parts are
branded as GM Parts, ACDelco Parts, or otherwise). In such cases, Delphi's
supply obligations (including pricing and duration of production responsibility)
for such GM OE Service Parts will be governed by the applicable terms of the
underlying purchase order or other supply contract between Delphi and GM
pertaining to such OE production parts. Accordingly, any ability of Delphi to
sell GM OE Service Parts directly to third parties (including so-called bulk
sales) will be governed by the terms and conditions of the applicable purchase
order or other supply contract between Delphi and GM and the Component Supply
Agreement between Delphi and GM dated January 1, 1999.

SPO Business Plan

Starting July 1, 2000 and on July 1 of each subsequent year, SPO will develop
and present to Delphi a business plan (volume or dollar based) for the
subsequent three calendar years (the "Business Plan") with respect to all
products to be purchased from Delphi during such three-year period, in each case
by product group. Within sixty (60) days following receipt of the Business Plan,
Delphi will notify SPO of any anticipated exceptions to its ability to support
such Business Plan.

With respect to any proprietary Business Plan volumes disclosed by SPO to
Delphi, Delphi will protect such information from disclosure to third parties
using the same standard of care that Delphi uses to protect its own similar
proprietary information. In addition, Delphi will establish and maintain an
appropriate internal "firewall" to assure use of such proprietary information is
only in connection with manufacturing capacity planning related to Delphi's
business relationship with SPO.


Agreed To:


General Motors Corporation, acting         Delphi Automotive Systems Corporation
by and through its Service Parts
Operations Division

By:                                        By:
   ---------------------------------          ----------------------------------
       Robert J. McCabe                          Dave B. Wohleen
       General Director, Finance                 Executive Vice President






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                                                                  EXHIBIT 10 (c)

                           MEMORANDUM OF UNDERSTANDING
      GENERAL MOTORS SERVICE PARTS OPERATION AND DELPHI AUTOMOTIVE SYSTEMS
                                   May 3, 2000



                                  Attachment A

                                  Product Lines


1.       Suspension

2.       Brakes

3.       Wire & Cable

4.       Plugs

5.       Filters

6.       Fuel Pumps

7.       Batteries

8.       Steering Gears & Pumps (production and re-manufactured)

9.       Air Conditioning Components (Heater Cores, Evaporators, Condensers,
         Compressors & Switches)

10.      Radiators

11.      Emissions & Fuel Injection

12.      Lifters

13.      Ignition & Switches

14.      Starters & Alternators (production and re-manufactured)







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