IN THE UNITED STATES DISTRICT COURT 

FOR THE EASTERN DISTRICT OF MICHIGAN 

SOUTHERN DIVISION 

DENNIS BLACK, CHARLES CUNNINGHAM, 

and THE DELPHI SALARIED RETIREE 

ASSOCIATION, EX REL. THE DELPHI 

RETIREMENT PROGRAM FOR SALARIED 

EMPLOYEES, 

 Plaintiff, 

 v. 

CRAIG G. NAYLOR, DAVID N. FARR, 

MARTIN E. WELCH, and JAMES P. 

WHITSON, IN THEIR PERSONAL 

CAPACITIES AND AS NAMED 

FIDUCIARIES OF THE DELPHI 

RETIREMENT PROGRAM FOR SALARIED 

EMPLOYEES, 

 Defendant. 

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Case No.: 

COMPLAINT FOR EQUITABLE RELIEF 

Plaintiffs, Dennis Black, Charles Cunningham, and the Delphi Salaried Retiree 

Association, on behalf of the Delphi Retirement Program for Salaried Employees, allege the 

following: 

1. This is an action for breach of fiduciary duty and for equitable relief arising under 

the Employee Retirement Income Security Act (“ERISA” or “the Act”), 29 U.S.C. §§ 1001, et 

seq.

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 2. The lawsuit concerns the Delphi Retirement Program for Salaried Employees 

(“the Plan” or “Plaintiffs’ Plan”), a defined benefit retirement plan established and maintained by 

Delphi Corporation (“Delphi”) for the benefit of its salaried employees. 

3. Plaintiffs Dennis Black and Charles Cunningham are retired salaried employees 

of Delphi and participants in the Plan. The Delphi Salaried Retiree Association is a nonprofit 

organization comprising participants in the Plan and dependents of participants who are 

beneficiaries in the Plan. 

4. The Plan covers approximately 15,000 workers and retirees. 

5. This action arises from the failure of the Defendants, who are the named 

fiduciaries of the Plan and the individuals designated with the responsibility for administering 

the Plan, to act solely in the interest of the participants and beneficiaries of the Plan and from the 

Defendants’ failure to exercise the required care, skill, prudence and diligence in administering 

the Plan. 

6. This action is brought on behalf of the Plan and the participants and beneficiaries 

of the Plan, pursuant to § 502(a)(2) of the Employee Retirement Income Security Act 

(“ERISA”), 29 U.S.C. § 1132(a)(2), and seeks to enjoin the Defendants, who are Plan fiduciaries 

but also officers of Delphi, from continuing to undertake acts and practices in violation of 

ERISA and to obtain appropriate equitable relief necessary to redress those acts and practices. 

Because the Defendants are in a position where their responsibilities as officers of Delphi 

prevent their functioning with the complete loyalty to the Plan demanded of them as ERISA 

fiduciaries in matters of Plan administration that are pending or looming, and because the 

Defendants have not removed themselves as fiduciaries notwithstanding these competing 

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loyalties, Defendants have breached their fiduciary duties; accordingly, as their remedy, 

Plaintiffs seek Defendants’ removal as fiduciaries and the appointment of an independent 

fiduciary to serve as the Plan’s administrator. Specifically, Plaintiffs seek the appointment of an 

independent fiduciary for purposes of negotiating any intended involuntary termination of the 

Plan and the protection of participant and beneficiary rights in any termination proceedings. 

JURISDICTION AND VENUE

7. The Plan is a defined benefit plan within the meaning of ERISA § 3(35), 29 

U.S.C. § 1002(35), an employee pension benefit plan within the meaning of ERISA § 3(2), 29 

U.S.C. § 1002(2), and is subject to coverage of the Act pursuant to ERISA § 4(a), 29 U.S.C. 

§ 1003(a). Plaintiffs are “participants” within the meaning of ERISA § 3(7), 29 U.S.C. 

§ 1002(7), who are authorized pursuant to ERISA § 502(a)(2), 29 U.S.C. § 1132(a)(2), to bring 

the present action on behalf of the Plan and the participants and beneficiaries of the Plan, to 

obtain appropriate relief under §§ 502 and 409 of ERISA, 29 U.S.C. §§ 1132 and 1109. 

8. The Court has jurisdiction over this action pursuant to 28 U.S.C. § 1331 and 

ERISA § 502(e)(1), 29 U.S.C. § 1132(e)(1). 

9. Venue lies in the Southern Division of the Eastern District of Michigan, pursuant 

to ERISA § 502(e)(2), 29 U.S.C. § 1132(e)(2), because the Plan is administered in this district, 

some or all of the fiduciary breaches for which relief is sought occurred in this district, and the 

Defendants may be found in this district. 

PARTIES

10. Plaintiffs Dennis Black and Charles Cunningham are retirees of Delphi with a 

right to vested benefits under the Plan. Plaintiffs are participants of the Plan within the meaning 

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of ERISA § 3(7), 29 U.S.C. § 1002(7). Plaintiffs bring this action for equitable relief on behalf 

of the Plan pursuant to ERISA § 502(a)(2), 29 U.S.C. § 1132(a)(2). Plaintiff Delphi Salaried 

Retiree Association is a nonprofit organization comprising present and future retirees in the Plan 

who are participants in the Plan, as well as their dependents who are beneficiaries in the Plan 

within the meaning of ERISA § 3(8), 29 U.S.C. § 1002(8). 

11. The Defendants are the ERISA fiduciaries of the Plan, and more specifically those 

fiduciaries vested with the powers and responsibilities of administering the Plan, hereafter 

sometimes referred to as the “Plan Administrator.” Plaintiffs do not bring this action against 

Delphi, which is currently in Chapter 11 bankruptcy proceedings in the United States Bankruptcy 

Court for the Southern District of New York, Case No. 05-44481. None of the Defendants are 

listed among the forty-two debtor entities in the Delphi bankruptcy proceedings. 

12. Under ERISA, a plan administrator is a separate entity from the plan sponsor, and 

performs a separate function. See ERISA § 3(16), 29 U.S.C. § 1002(16); Dupree v. Prudential 

Ins. Co. of Am., No. 99-8337-CIV-JORDAN, 2007 U.S. Dist. LEXIS 57857, at *116 (S.D. Fla. 

Aug. 7, 2007) (while “an individual’s status as officer or director of a corporate fiduciary -- 

without more -- cannot serve to establish fiduciary status,” members of the board of directors of 

an employer which maintains an employee benefit plan will be fiduciaries to the extent that they 

have responsibility for the functions described in section 3(21)(A)) (citing 29 C.F.R. § 2509.75-

8, D-4 (1975); see also Gelardi v. Pertec Computer Corp., 761 F.2d 1323, 1325 (9th Cir. 1985) 

(once a company appoints responsibility for plan administration to another entity, that entity, and 

not the company, is the proper fiduciary for an ERISA suit, despite the fact that the company is 

named as the plan administrator in the summary plan description); Schultz v. Texaco Inc., 127 F. 

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Supp. 2d 443, 452 (S.D.N.Y. 2000) (dismissing suit against corporation and holding that once it 

designated a particular individual as plan administrator, she, and not the corporation, was the 

proper subject of suit). Under the terms of the Plan, Delphi is designated as the Plan 

Administrator. See Delphi Retirement Program for Salaried Employees § 15 (Ex. A). Delphi, in 

turn, has delegated the functional responsibilities as Plan Administrator to its Executive 

Committee, stating that “the Executive Committee of the Corporation’s Board of Directors is the 

Named Fiduciary with respect to this Program. The Executive Committee may delegate 

authority to carry out such of its responsibilities as it deems appropriate in order to carry out the 

proper and effective administration of this Program to the extent permitted by ERISA.” Id. § 14. 

The individual members of the Executive Committee are accordingly the “persons” identified as 

Plan Administrator under ERISA § 3(a)(1), 29 U.S.C. § 1002(16)(a)(1), and serve as individual 

fiduciaries under ERISA § 3(21)(A), 29 U.S.C. § 1002(21)(A). 

 13. Once Delphi delegated the function of Plan Administrator to the members of its 

Executive Committee, those individuals assumed the responsibilities of Plan Administrator, and 

became the proper subjects for this ERISA suit. This action seeks only equitable relief, and 

seeks no monetary relief, either from Delphi or from the fiduciary Defendants; and, furthermore, 

the equitable relief sought is only from the fiduciary Defendants, and not from Delphi. Because 

this is an action in equity against directors of a corporation in their role as ERISA fiduciaries, 

there is nothing in the bankruptcy stay that might prevent this suit. See In re Nashville Album 

Prods., Inc., 33 B.R. 123, 124 (M.D. Tenn. 1983) (“A reading of § 362 [of the Bankruptcy Code] 

clearly reveals no support for the debtor’s position that the stay prohibits entities from 

proceeding against officers, directors and/or stockholders of a corporation which has filed a 

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bankruptcy petition. Section 362 only stays actions against the debtor or actions seeking to 

obtain property of the estate.”) (citing Pitts v. Unarco Indus., Inc., 698 F.2d 313, 314-15 (7th Cir. 

1983)); accord In re Related Asbestos Cases, 23 B.R. 523, 527-28 (Bankr. N.D. Cal. 1982); 

Royal Truck & Trailer, Inc. v. Armadora Maritima Salvadorena, S.A., 10 Bankr. 488, 490-91 

(N.D. Ill. 1981); In re Autobahn Classics, Inc., 29 Bankr. 625, 10 Bankr. Ct. Dec. (LRP) 568, 

569-70 (Bankr. S.D.N.Y. 1983); In re Loughnane, 28 Bankr. 940, 942-43 (Bankr. D. Colo. 

1983); GAF Corp. v. Johns-Manville Corp., 26 Bankr. 405, 409-10 (Bankr. S.D.N.Y. 1983); 

Bank Center, Ltd. v. Papariella, 15 Bankr. 64, 65-66 (Bankr. W.D. Pa. 1981)). 

14. Upon information and belief, Delphi’s Executive Committee is comprised of 

certain members of the Delphi Board of Directors, and they are the “named fiduciaries” of the 

Plan and exercise discretion or control over the Plan such that they are fiduciaries within the 

meaning of ERISA § 3(21)(A), 29 U.S.C. § 1002(21)(A) and ERISA § 409(a), 29 U.S.C. 

§ 1109(a). See Ex. A § 14; see also supra ¶ 12. 

15. Upon information and belief, Defendant Craig G. Naylor is a member of the 

Executive Committee and the Board of Directors, as well as being the Lead Independent Director 

& Chair of the Compensation & Executive Development Committee, and is thus a named 

fiduciary of the Plan under ERISA § 3(21(A), 29 U.S.C. § 1002(21)(A), and ERISA § 409(a), 29 

U.S.C. § 1109(a). 

16. Upon information and belief, Defendant David N. Farr is a member of the 

Executive Committee and the Board of Directors, as well as being the Chair of the Corporate 

Governance & Public Issues Committee, and is thus a named fiduciary of the Plan under ERISA 

§ 3(21)(A), 29 U.S.C. § 1002(21)(A), and ERISA § 409(a), 29 U.S.C. § 1109(a). 

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17. Upon information and belief, Defendant Martin E. Welch is a member of the 

Executive Committee and the Board of Directors, as well as being Chair of the Audit Committee, 

and is thus a named fiduciary of the Plan under ERISA § 3(21)(A), 29 U.S.C. § 1002(21)(A), and 

ERISA § 409(a), 29 U.S.C. § 1109(a). 

18. In addition, upon information and belief, James P. Whitson is the Chief Tax 

Officer of Delphi, and has, at certain times, signed forms as “the individual signing as Plan 

Administrator,” and is thus a fiduciary of the Plan under ERISA § 3(21)(A), 29 U.S.C. 

§ 1002(21)(A), and ERISA § 409(a), 29 U.S.C. § 1109(a). 

FACTUAL ALLEGATIONS

A. Delphi’s Bankruptcy and Intention for Involuntary Termination of the Plan 

19. Delphi, a global manufacturer of automobile components, was originally an 

operating unit of General Motors Corporation (“GM”). GM was the original sponsor of the Plan. 

Delphi was incorporated in 1998 and became independent from GM in 1999. When Delphi was 

spun off in 1999, it assumed responsibility for maintaining the pension plans for all Delphi 

employees. 

20. In October 2005, Delphi filed for Chapter 11 bankruptcy. 

21. Delphi’s pension obligations have been a consistent obstacle to its ability to 

emerge from bankruptcy. Because the Plan is underfunded and therefore is a potential creditor 

with claims against Delphi and because Defendants, as both executives for Delphi and named 

fiduciaries of the Plan, have duties both to their employer (on the one hand) and to act in the sole 

interests of the Plan participants and beneficiaries (on the other), Delphi’s financial distress has 

placed Defendants in a conflicted situation. In 2006, this conflict prompted the Plan’s named 

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fiduciaries partially to remove themselves in favor of a conflict-free fiduciary, who was 

appointed for the limited purpose of filing claims against Delphi in the bankruptcy. Upon 

information and belief, however, this appointment did not delegate to the independent fiduciary 

the Plan Administrator’s obligations concerning any Plan termination proceedings or the method 

of any Plan termination. Indeed, at the time of the appointment of the independent fiduciary for 

purposes of filing bankruptcy claims in 2006, Delphi purported to have no intention of 

terminating the Plan. 

22. In a recent bankruptcy court filing, however, Delphi has indicated it will seek to 

emerge from bankruptcy by relieving itself of its obligations to the Plan. The bankruptcy filing 

states that the Plan shall be terminated. More specifically, according to the bankruptcy filing, 

Delphi expects to enter into an agreement with the Pension Benefit Guaranty Corporation 

(“PBGC”), whereby the PBGC will initiate involuntary termination proceedings, taking over 

responsibility for the Plan. 

23. The PBGC administers the federal government’s pension termination insurance 

program. In this capacity, when an underfunded pension plan is terminated, the PBGC is 

responsible for guaranteeing the benefits of the plan, but (as the PBGC sees its charge) only up to 

certain statutory maximums and subject to various other onerous statutory limitations. Under 

these restrictions, if the Plan is terminated, as many as 15,000 of the Plan’s participants and 

beneficiaries could lose between 30 to 70 percent of their pensions. While the PBGC has the 

ability to commence termination proceedings under ERISA § 4042, 29 U.S.C. § 1342, it does not 

act as a fiduciary for participants when it does so. Nothing in this Complaint should be taken as 

a critique of the PBGC, which, as courts have recognized, operates under conflicting priorities. 

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See, e.g., In re Jones & Laughlin Hourly Pension Plan v. LTV Corp., 824 F.2d 197, 201 (2d Cir. 

1987) (noting that “while PBGC acts on behalf of all pension plan beneficiaries including the 

members of the plans at issue here, PBGC’s interest in terminating financially unsound plans as 

quickly as possible to minimize its losses conflicts with the participants’ interest in continuing 

their particular plan”). 

B. General Mechanics of Plan Termination Under ERISA 

24. As noted, Delphi has announced in the bankruptcy case an intention to terminate 

Plaintiffs’ pension plan. Under ERISA, the Plan can be terminated “only by proceedings under 

29 U.S.C. Section 1341 or 1342.” In re UAL, 443 F.3d 565, 572 (7th Cir. 2006). 

25. The majority of plan terminations occur at the behest of the plan sponsor and are 

subject to ERISA § 4041, 29 U.S.C. § 1341. These terminations take one of two forms: a 

“standard termination” under § 1341(b), or a “distress termination” under § 1341(c). Only a 

distress termination -- that is, a termination of plan under circumstances where the plan is in 

“distress” due to serious under-funding -- seems possible under the present facts, but both forms 

offer a number of procedural safeguards. 

26. For example, § 1341 imposes a mandatory 60-day notice requirement regardless 

of whether a “standard” or “distress” termination is pursued. Specifically, the plan administrator 

-- “[n]ot less than 60 days before the proposed termination date” -- must provide each “affected 

party . . . a written notice of intent to terminate stating that such termination is intended and the 

proposed termination date.” 29 U.S.C. § 1341(a)(2). Thus, the very earliest a § 1341 

termination can occur is two months after all affected parties have received notice of the plan 

administrator’s intent to terminate. 

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27. Even with satisfaction of the notice requirement and even if Delphi’s executives 

remained as Plan Administrator, a so-called “standard termination” is unlikely to occur for a very 

simple reason: in order to effectuate such a termination, the Plan must be “sufficient for benefit 

liabilities (determined as of the termination date),” see 29 U.S.C. § 1341(b)(1)(D), a criteria that 

the Plan surely cannot satisfy. 

28. A “distress termination,” on the other hand, while not precluded under the facts 

here, is even more laden with procedural requirements, and likely would result in what is known 

as an involuntary termination proceeding under § 1342. Apart from notice (29 U.S.C. § 

1341(a)(2)) and actuarial certification requirements (§ 1341(c)(2)(A)), the PBGC in a distress 

termination under § 1341 must determine that one of four “distress criteria” are met, see 29 

U.S.C. § 1341(c)(2)(B); furthermore, in the case of a Chapter 11 reorganization, the bankruptcy 

court must hold a contested hearing and find that, “unless the plan is terminated, [the debtor] will 

be unable to pay all its debts pursuant to a plan of reorganization and will be unable to continue 

in business outside the Chapter 11 reorganization process,” see 29 U.S.C. § 1341(c)(2)(B)(ii). 

And even if all of these requirements are satisfied, the PBGC must then determine that the plan is 

sufficient to pay guaranteed benefits; if it is unable to make such a determination – which would 

likely be the case here – the PBGC must initiate proceedings under § 1342. See 29 U.S.C. § 

1341(c)(3)(B). 

29. In light of the likely unavailability of termination under § 1341, the bankruptcy 

reorganization plan proffered by Delphi envisions a so-called “involuntary termination” under 

ERISA § 4042, 29 U.S.C. § 1342. Section 1342 provides for an adversarial termination process 

that offers a number of procedural and substantive protections to pension plan participants -- but 

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each rests on the Plan Administrator exercising its authority in the interests of the participants 

and beneficiaries. 

30. The typical involuntary termination requires the PBGC to file an action in federal 

district court seeking to terminate a plan. In order to avail itself of this option, the PBGC, as a 

threshold matter, must first determine that one of the following four conditions is satisfied: 

 the plan has not met the minimum funding standard required under section 

412 of the Internal Revenue Code of 1986 [26 USCS § 412], or has been 

notified by the Secretary of the Treasury that a notice of deficiency under 

section 6212 of such Code [26 USCS § 6212] has been mailed with 

respect to the tax imposed under section 4971(a) of such Code [26 USCS 

§ 4971(a)]; 

 the plan will be unable to pay benefits when due; 

 the reportable event described in section 4043(c)(7) [29 USCS § 

1343(c)(7)] has occurred; or 

 the possible long-run loss of the corporation with respect to the plan may 

reasonably be expected to increase unreasonably if the plan is not 

terminated. 

29 U.S.C. § 1342(a). 

31. Importantly, the PBGC may not cavalierly make a § 1342(a) finding and expect it 

to be honored in court, but rather must develop an administrative record that reflects its careful 

consideration of the relevant factors. See Pension Benefit Guaranty Corp. v. Rouge Steel Co., 

2006 U.S. Dist. LEXIS 2685, at *14 (E.D. Mich. Jan. 10, 2006) (vacated PBGC’s termination 

decision and remanding to agency because “the administrative record [did] not indicate that all 

relevant factors [had] been considered”; “without a fully developed administrative record, the 

court cannot fully ascertain whether or not it was reasonable for PBGC to anticipate that its 

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liability would be unreasonably increased, as stated in 29 U.S.C.A. § 1342 and as argued by 

PBGC in support of their motion”). 

32. Assuming the PBGC has undertaken a thorough § 1342(a) analysis and 

determines that termination is appropriate, the PBGC must then notify the plan administrator of 

its intent to terminate and provide to it a copy of the administrative record. 29 U.S.C. § 

1342(c)(1), (3). This notification usually takes the form of a “Notice of Determination” whereby 

the PBGC states its justification for its termination decision, how it intends to proceed, and the 

proposed plan termination date. See Association of Flight Attendants-CWA, AFL-CIO v. Pension 

Benefit Guaranty Corp., 2006 U.S. Dist. LEXIS 1318, at *13 (D.D.C. Jan. 13, 2006). At this 

point, either the PBGC or the plan administrator, if determined to be in the best interests of the 

plan participants, may apply to the “the appropriate United States district court” for the 

appointment of a plan trustee to administer the plan. See 29 U.S.C. § 1342(b). 

33. After having satisfied the statute’s notice requirement, and with a trustee in place 

(if appointed), only then may the PBGC “apply to the appropriate United States district court for 

a decree adjudicating that the plan must be terminated in order to protect the interests of the 

participants or to avoid any unreasonable deterioration of the financial condition of the plan or 

any unreasonable increase in the liability of the fund.” 29 U.S.C. § 1342(c)(1) (emphasis added). 

The PBGC’s application to the district court, however, in no way guarantees termination. First, 

it is subject to challenge by the plan trustee. See 29 U.S.C. § 1342(c)(1) (“If the trustee . . . 

disagrees with the determination of the [PBGC] [to terminate the plan], he may intervene in the 

proceeding relating to the decree.”). Second, regardless of whether the trustee mounts a 

challenge to the PBGC’s determination, the court does not simply accord blind deference to the 

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PBGC’s termination findings. See In Re UAL Corp., 468 F.3d 444, 450 (7th Cir. 2006) (in 

acting under § 1342, “[a]ll the PBGC does is commence litigation, and its position is no more 

entitled to control than is the view of the Antitrust Division when the Department of Justice files 

suit under the Sherman Act”). 

34. In short, an involuntary termination under 29 U.S.C. § 1342 can only be 

effectuated by a district court, is rife with procedural hurdles for the PBGC, and contemplates the 

plan administrator acting to protect the participants and beneficiaries through notice of the 

termination and working to ensure appointment of a trustee who can then advocate in the 

termination proceedings on behalf of the participants and beneficiaries. 

C. Summary Termination Procedures 

35. Notwithstanding the notice and hearing safeguards normally required by § 1342, 

the PBGC may, in a narrow circumstance, terminate a plan under § 1342 outside of a formal 

district court adjudication and adversarial process. The PBGC can utilize so-called “summary 

termination” procedures if the PBGC and the plan administrator agree between themselves to 

terminate the plan and if they agree on the appointment of a trustee: 

If the corporation and the plan administrator agree that a plan should be 

terminated and agree to the appointment of a trustee without proceeding in 

accordance with the requirements of this subsection (other than this sentence) the 

trustee shall have the power described in subsection (d)(1) and, in addition to any 

other duties imposed on the trustee under law or by agreement between the 

corporation and the plan administrator, the trustee is subject to the duties 

described in subsection (d)(3). 

 

29 U.S.C. 1342(c)(1) (emphasis added) 

36. Section 1342(c) thus makes the role of plan administrator -- not the plan sponsor 

-- even more critical in summary proceedings. In such proceedings, the administrator can 

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exercise the awesome power to negotiate and to reach an agreement with the PBGC to 

completely bypass the protections afforded by the district court adjudication process and 

summarily terminate the plan. 

37. Congress would not have conferred this summary termination power, which, 

again, does away with the notice and hearing safeguards that apply to a typical § 1342 

termination, unless it expected the plan administrator in its decision-making concerning 

termination procedures and the method of termination to act singly in the interests of the 

participants and beneficiaries. 

D. Plan Administrator’s Fiduciary Duties with respect to this Plan’s Termination 

38. As previously alleged, Defendants serve as the Plan Administrator and are 

fiduciaries under the Plan. 

39. Defendants, in their dual roles as members of Delphi’s Executive Committee and 

Plan fiduciaries wear “two hats.” “When employers wear two hats as employers and 

administrators, they assume fiduciary status only when and to the extent that they function in 

their capacity as plan administrators, not when they conduct business that is not regulated by 

ERISA.” Sys. Council EM-3 v. AT&T Corp., 972 F. Supp. 21, 30 (D.D.C. 1997) (internal 

quotation marks and citations omitted). As such, Defendants have a fiduciary duty in any 

functions assigned to them as Plan Administrator, but not as employers. 

40. A plan sponsor’s decision to terminate a plan is a “settlor function,” and, as such, 

is unconstrained by any fiduciary duties the plan sponsor may owe in its role as plan 

administrator. See Beck v. PACE Int'l Union, 551 U.S. 96, 101 (2007) (“It is well established in 

this Court's cases that an employer’s decision whether to terminate an ERISA plan is a settlor 

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function immune from ERISA’s fiduciary obligations.”) (emphasis in original). By contrast, a 

plan administrator’s selection of a particular method of plan termination is a fiduciary function. 

Id.; see also Larson v. Northrop Corp., 21 F.3d 1164, 1169 (D.C. Cir. 1994) (“Although the 

decision to terminate a pension plan is generally not subject to the fiduciary responsibility 

provision of ERISA, the Department of Labor has emphasized that activities undertaken to 

implement the termination decision are generally fiduciary in nature.”) (internal quotation marks 

omitted); Waller v. Blue Cross, 32 F.3d 1337, 1342 (9th Cir. 1994) (“By alleging that Blue Cross 

breached its fiduciary duty in the selection of annuity providers, plaintiffs attack not the decision 

to terminate, but rather the implementation of the decision. We believe that this distinction is 

dispositive and hold that Blue Cross acted in a fiduciary capacity when choosing annuity 

providers to satisfy plan liabilities.”) (internal citations and quotations omitted). 

41. Plaintiffs’ lawsuit does not seek to challenge a decision by the employer to 

terminate a plan; in fact, Delphi’s bankruptcy filing clearly states that any termination will be an 

“involuntary” termination under § 1342. As explained, § 1342 entrusts to the plan administrator

-- not the employer -- the ability either to contest an involuntary termination in the district court 

(through the appointment of a plan trustee), or to agree with the PBGC to summarily terminate 

the Plan and bypass the court adjudication process. Plaintiffs’ lawsuit alleges that the current 

fiduciaries -- given their conflict of interest -- are unfit either (a) to protect the participants’ and 

beneficiaries’ rights during any district court involuntary termination proceeding, or (b) to decide 

with the PBGC to pursue summary termination and thereby waive the significant procedural and 

substantive protections provided under ERISA to Plan participants and their beneficiaries during 

Plan termination proceedings. 

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42. Indeed, Delphi has itself recognized how a distress situation can compromise its 

ability to fulfill its fiduciary duties as plan administrator. In January 2006, in light of the obvious 

conflict of interest inherent in its Executive Committee retaining fiduciary powers and 

responsibilities for the Plan while Delphi pursued bankruptcy, Delphi delegated certain limited 

fiduciary responsibilities to Fiduciary Counselors, Inc. (“Fiduciary Counselors”). Specifically, 

Delphi delegated to Fiduciary Counselors the limited responsibility to act on behalf of the Plan 

solely with respect to pursuing so called “funding claims” against Delphi. The agreement 

between Delphi and Fiduciary Counselors states, in relevant part, as to the “Scope of 

Engagement”: “The Company hereby retains the Independent Fiduciary to exercise authority of 

an independent fiduciary and ‘investment manager’ on behalf of the Plans solely with respect to 

the determination of whether and how to pursue claims, if any, against the Company that any of 

the Plans may have if the Company fails to make a legally required contribution to such Plan 

when due (‘Funding Claims’).” Letter Agreement between Delphi and Fiduciary Counselors, 

¶ 1(A).

43. This appointment recognized that when the interests of Delphi conflict with those 

of the Plan participants, the remedy is to appoint an independent fiduciary to assert and protect 

the interests of the participants. However, Defendants expressly limited the scope to “funding 

claims” matters and retained the significant power to conduct negotiations and make agreements 

regarding any involuntary termination and the method of such termination. 

E. Delphi’s and the Plan Administrator’s Conduct Surrounding the Threatened 

Termination of the Plan 

 

44. As Delphi’s bankruptcy proceedings progressed, Delphi apparently decided that it 

preferred to, and that there might be a path to, unburden itself of its pension obligations. On 

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information and belief, Delphi then began negotiations with the PBGC regarding the Plan. 

45. In September 2008, Delphi announced that it had struck a deal with GM and the 

PBGC, under which the interests of both Delphi and a different pension plan for Delphi’s hourly 

workers (“the Hourly Plan”) were placed ahead of the interests of the Plan. The hourly workers 

in the Hourly Plan were, during their GM and Delphi tenures, unionized; the participants in 

Plaintiffs’ Plan, however, were not. Under the deal concerning the Hourly Plan, Delphi could 

potentially transfer up to $3.4 billion in net pension liabilities from its Hourly Plan to a GM 

pension plan. The first part of that transfer was made on September 29, 2008, when GM 

assumed $1.7 billion of pension liability for the hourly workers from Delphi. The remaining 

amount is contingent on Delphi’s emergence from bankruptcy. 

46. In contrast, none of the liability for Plaintiffs’ Plan was transferred or funded or 

in any other way alleviated through agreements or negotiations with GM and the PBGC. Upon 

information and belief, Defendants did not seek any funding from GM for the Plan during these 

negotiations. 

47. In a September 12, 2008 press release, Delphi’s Chief Restructuring Officer 

stated that Delphi “remained committed to fully funding our pension plans.” Defendants have 

failed to explain to the Plan’s participants and beneficiaries why they believe the Plan’s 

termination now is necessary, what steps they have taken in order to try to avoid termination, and 

when they finally decided that Plan termination was necessary. 

48. On June 1, 2009, Delphi announced, through a bankruptcy filing, that it had 

developed “a workable pension solution for its defined benefit plans.” See Delphi June 1, 2009 

Press Release, Delphi Reaches Agreements to Emerge From Chapter 11 Reorganization. While 

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18

Delphi has not revealed the precise details of this “solution,” at the center of this purported 

“solution” is a deal whereby the Defendants assure that Delphi emerges from bankruptcy, the 

PBGC gets a pre-petition claim against Delphi, and the pensions of Delphi’s unionized workers 

are protected through a transfer to GM. The bankruptcy filing indicates that the Plan will, 

through involuntary termination, devolve to the PBGC, with the attendant loss in benefits (see 

supra ¶ 23) to the Plan’s participants and beneficiaries. 

49. To the extent Defendants have engaged in negotiations with the PBGC with 

regard to the method of any involuntary termination of the Plan or any other matters concerning 

the Plan’s termination, Defendants have failed to disclose to Plan participants and beneficiaries 

the contents and nature of its negotiations with the PBGC regarding the Plan. 

CLAIM FOR RELIEF

Breach of Fiduciary Duty in Violation of ERISA, 

29 U.S.C. § 1104(a)(1)(A)&(B) 

50. Plaintiffs incorporate the allegations contained in the previous paragraphs of this 

Complaint as if fully set forth herein. 

51. At all relevant times, Defendants acted as fiduciaries within the meaning of 

ERISA § 3(21)(A), 29 U.S.C. § 1002(21)(A), by exercising authority and control with respect to 

the administration of the Plan. 

52. ERISA § 404(a)(1), 29 U.S.C.§ 1104(a)(1), states, in relevant part, that: 

[A] fiduciary shall discharge his duties with respect to a plan solely in the interest 

of the participants and beneficiaries and -- 

 

(A) for the exclusive purpose of 

(i) providing benefits to participants and their beneficiaries; and 

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19

(ii) defraying reasonable expenses of administering the plan; 

(B) with the care, skill, prudence, and diligence under the 

circumstances then prevailing that a prudent man acting in a like 

capacity and familiar with such matters would use in the conduct 

of an enterprise of like character and with like aims . . . . 

53. “The duties charged to an ERISA fiduciary are ‘the highest known to the law.’” 

Gregg v. Transp. Workers of Am. Int’l, 343 F.3d 833, 841 (6th Cir. 2003) (quoting Chao v. Hall 

Holding Co., 285 F.3d 415, 426 (6th Cir. 2002)). Among these duties is a “‘duty of loyalty’ 

pursuant to which ‘all decision regarding an ERISA plan must be made with an eye single to the 

interests of the participants and beneficiaries.’” Id. at 840 (quoting Kuper v. Iovenko, 66 F.3d 

1447, 1458 (6th Cir. 1995)). Also, fiduciaries are charged with the “prudent man” standard, 

under which they have an “‘unwavering duty’ to act both ‘as a prudent person would act in a 

similar situation’ and ‘with single-minded devotion’ to those same plan participants and 

beneficiaries.” Id. at 840 (quoting Berlin v. Mich. Bell Tel. Co., 858 F.2d 1154, 1162 (6th Cir. 

1988)). ERISA further requires that a fiduciary “ ‘act for the exclusive purpose’ of providing 

benefits to plan beneficiaries.” Id. at 841 (quoting Donovan v. Bierwirth, 680 F.2d 263, 271 (2d 

Cir. 1982)). 

54. Courts have consistently recognized that fiduciaries have an obligation under 

ERISA “to avoid placing themselves in a position where their acts as directors or officers of the 

corporation will prevent their functioning with the complete loyalty to participants demanded of 

them as trustees.” McMahon v. McDowell, 794 F.2d 100, 110 (3d Cir. 1986) (quoting Donovan, 

680 F.2d at 271). “This duty may, in some circumstances, require the fiduciary to step aside in 

favor of a neutral referee, or at the least, to conduct an explicit inquiry into the potential for a 

conflict of interest.” Id. 

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20

55. This is a “rigorous standard,” taken from the “common-law conception of a 

trustee.” Id. (citing Raymond, ERISA Trusts and Tender Offers, 13 Sec. Reg. L. Rev. 253, 257-

59 (1985)). Where a fiduciary fails to remove himself, but his conduct has caused the 

beneficiaries to doubt his fealty, a court should remove him. The Supreme Court has stated: 

The power of a court of equity to remove a trustee, and to substitute another in his 

place, is incidental to its paramount duty to see that trusts are properly executed, 

and may properly be exercised whenever such a state of mutual ill feeling, 

growing out of his behavior, exists between the trustee, or between the trustee in 

question and the beneficiaries, that his continuance in office would be detrimental 

to the execution of the trust, even if for no other reason than that human infirmity 

would prevent the co-trustee or the beneficiaries from working in harmony with 

him, and although charges of misconduct against him are either not made out, or 

are greatly exaggerated. 

May v. May, 167 U.S. 310, 320-21 (1897). 

 56. The duty of loyalty entails a duty to avoid conflicts of interest and to resolve them 

promptly when they occur. A fiduciary must always administer a plan with single-minded 

devotion to the interests of the participants and beneficiaries, regardless of the interests of the 

fiduciaries themselves, or the plan sponsor. 

57. Defendants have breached their duty of loyalty, in particular their duty to avoid 

conflicts of interest, by continuing to act as fiduciaries upon Delphi’s announcement of an 

intention to terminate the Plan and to negotiate an agreement with the PBGC to prompt an 

involuntary termination. In such termination proceedings, the Plan Administrator plays a critical 

role: it determines whether to agree with the PBGC on summary termination and the 

appointment of a trustee; and, if summary procedures are not invoked, it has the authority to seek 

the appointment of a trustee who can intervene to challenge in a district court adjudication the 

PBGC’s determination that the Plan must be involuntarily terminated. Defendants’ interests as 

2:09-cv-12810-SFC-MJH Doc # 1 Filed 07/16/09 Pg 20 of 183 Pg ID 20
21

Delphi officers necessarily favor an agreement for summary termination and, in a non-summary 

adjudication, disfavor the appointment of a trustee or at least disfavor the appointment of an 

independent trustee who may challenge the PBGC’s determination that involuntary termination 

is warranted. In contrast, Defendants’ interests as Plan fiduciaries necessarily must disfavor an 

agreement for summary termination or, in a non-summary adjudication, may favor the 

appointment of an independent trustee who may challenge the PBGC’s determination that 

termination is warranted. Because Defendants are inescapably conflicted in their corporate 

interests and Plan fiduciary interests with respect to termination issues, they needed to remove 

themselves as fiduciaries with respect to termination issues. Having failed to do so, they have 

breached their fiduciary duties and must be removed as fiduciaries in favor of an independent 

fiduciary. 

58. That Defendants have, in fact, failed zealously to guard the participants’ and 

fiduciaries’ interests, to the benefit of corporate interests, as is evidenced as well in other 

conduct, including: (a) Defendants have provided no indication to the participants and 

beneficiaries that Defendants have sought, as with the Hourly Plan, a resolution to the Plan’s 

underfunding through agreement with GM, as opposed to through Plan termination; (b) 

Defendants have provided no indication to the participants and beneficiaries that Defendants 

have sought to use international assets associated with Delphi to resolve the Plan’s underfunding, 

as opposed to through Plan termination; and (c) Defendants have failed to keep participants and 

beneficiaries apprised of any negotiations with the PBGC concerning Plan termination or other 

significant events concerning the Plan’s benefits. 

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22

59. In addition to breaching their fiduciary duties by failing to remove themselves as 

fiduciaries when they are laboring under a conflict of interest with respect to termination issues, 

Defendants failure to disclose to participants and beneficiaries information regarding negations 

with the PBGC and the Plan’s possible termination constitutes, even on its own, a breach of 

fiduciary duties warranting Defendants removal as fiduciaries. A plan fiduciary’s duties of 

loyalty and prudence also includes a duty not to make affirmative, material, untruthful 

representations to a plan participant or beneficiary and affirmatively to disclose to them 

significant events affecting plan benefits and its administration. See, e.g., Krohn v. Huron Mem’l 

Hosp., 173 F.3d 542, 548 (6th Cir. 1999) (“the ‘duty to inform is a constant thread in the 

relationship between beneficiary and trustee; it entails not only a negative duty not to misinform, 

but also an affirmative duty to inform when the trustee knows that silence might be harmful.’”) 

(quoting Bixler v. Cent. Pa. Teamsters Health & Welfare Fund, 12 F.3d 1292, 1300 (3d Cir. 

1993)); see also Restatement Third of Trusts § 82(1) (Tentative Draft No. 4, 2005) (a trustee has 

a duty to inform beneficiaries of basic information concerning the trusteeship, significant 

changes in their beneficiary status, and to keep beneficiaries reasonably informed of changes 

involving the trusteeship and about other significant developments concerning the trust and its 

administration, particularly material information needed by beneficiaries for the protection of 

their interests); cf. Beck, 551 U.S. at 101 (the common law of trusts “serves as ERISA’s 

backdrop”) (citing Pegram v. Herdrich, 530 U.S. 211, 224 (2000); Lockheed Corp. v. Spink, 517 

U.S. 882, 890 (1996)). 

60. As a direct and proximate result of Defendants’ breaches of fiduciary duty, 

negotiations are ongoing or imminent over the Plan’s termination without any representation of 

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23

the participants’ and beneficiaries’ best interests. Moreover, as a result of Defendants’ breaches 

of fiduciary duty in potentially seeking to have the PBGC involuntarily terminate the plan 

without the necessary procedural protections, failing to fully and completely disclose its 

negotiations with the PBGC, and failing to appoint an independent fiduciary for the Plan, the 

Plan’s participants and beneficiaries face imminent harm in the potential catastrophic loss of 

significant pension benefits without procedural protections to which they are entitled. 

61. Pursuant to ERISA § 502(a)(3)(A), 29 U.S.C. § 1132(a)(3)(A), Plaintiffs are 

entitled to bring this action, requesting that the Court enjoin Defendants from continuing to 

violate their fiduciary duties under ERISA. Pursuant to ERISA § 502(a)(2), 29 U.S.C. 

§ 1132(a)(2), and ERISA § 409(a), 29 U.S.C. 1109(a), the Court is authorized to remove the 

current fiduciaries and appoint an independent fiduciary to function as Plan Administrator until 

such time as Defendants no longer face a conflict of interest. 

WHEREFORE, Plaintiffs respectfully request that this Court issue: 

A. A judgment enjoining Defendants from any act or practice that violates ERISA or 

the terms of the Plan. 

B. A Temporary Restraining Order or Preliminary Injunction maintaining the status 

quo pending resolution of this complaint, thereby prohibiting Defendants from making any 

agreement to terminate the Plan under 29 U.S.C. § 1342(c); a separate motion seeking such relief 

likewise will be filed. 

C. The appointment of an independent fiduciary for the Plan for purposes of 

negotiating any Plan termination and protecting participants’ and beneficiaries’ rights in any 

termination proceedings. 

2:09-cv-12810-SFC-MJH Doc # 1 Filed 07/16/09 Pg 23 of 183 Pg ID 23
24

D. Any other equitable relief that is available and appropriate. 

E. Attorneys fees and other expenses and costs pursuant to 29 U.S.C. § 1132(g). 

 Respectfully submitted, 

Dated: July 16, 2009 JACOB & WEINGARTEN, P.C. 

 /s/ Howard S. Sher 

 Howard S. Sher (P38337) 

 Alan J. Schwartz (P38144) 

 777 Somerset Place 

 2301 Big Beaver Road 

 Troy, Michigan 48084 

 Telephone: 248-649-1900 

 Facsimile: 248-649-2920 

 E-mail: alan@jacobweingarten.com 

 -and-

 

 Anthony F. Shelley 

 Timothy P. O’Toole 

 MILLER & CHEVALIER CHARTERED 

 655 15th Street, NW 

 Suite 900 

 Washington, DC 20005 

 Telephone: 202-626-5800 

 Facsimile: 202-626-5801 

 E-mail: ashelley@milchev.com 

 totoole@milchev.com 

 Attorneys for Plaintiffs 

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Exhibit A 

2:09-cv-12810-SFC-MJH Doc # 1 Filed 07/16/09 Pg 25 of 183 Pg ID 25
DELPHI RETIREMENT PROGRAM FOR SALARIED EMPLOYEES 

1 

DELPHI CORPORATION

 Delphi Retirement Program 

for Salaried Employees 

(Restated October 1, 2008) 

2:09-cv-12810-SFC-MJH Doc # 1 Filed 07/16/09 Pg 26 of 183 Pg ID 26
DELPHI RETIREMENT PROGRAM FOR SALARIED EMPLOYEES 

2 

The Delphi Retirement Program for Salaried Employees (“Program”) provides: 

(a) non-contributory benefits, as described in Part A, of this Program which 

are applicable to all salaried employees who have a length of service date 

prior to January 1, 2001, 

(b) contributory benefits, as described in Part B, of this Program, which are 

available to salaried employees who have a length of service date prior to 

January 1, 2001, and who contribute under the Program while eligible, and 

(c) non-contributory benefits, as described in Part C of this Program, which 

are applicable to all salaried employees who have a length of service date 

on or after January 1, 2001. 

Provisions applicable to Part A, Part B and Part C, including certain defined terms used 

throughout the Program, are included in the General Provisions which immediately 

follow Part C. References to the "Corporation" or “Delphi” mean General Motors 

Corporation, (“GM”) through January 1, 1999, and Delphi Automotive Systems 

Corporation on and after January 1, 1999 and prior to March 15, 2002 and Delphi 

Corporation on and after March 15, 2002. 

Except as expressly provided in Sections 7 and 8 of Article I of Part A, Section 7 of 

Article I of Part B, and Sections 2 and 7 of General Provisions, the provisions set forth in 

this Program are applicable only to employees of Delphi who retire with benefits payable 

commencing on or after October 1, 2004, or who have credited service on or after 

October 1, 2004. Employees retired with benefits payable commencing prior to October 

1, 2004 or who lost credited service prior to October 1, 2004, or eligible surviving 

spouses, contingent annuitants and beneficiaries of such employees, will be entitled to 

the benefits, if any, under the Program as it existed immediately prior to the 

amendments which became effective as of October 1, 2004. 

ELIGIBILITY FOR RETIREMENT 

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DELPHI RETIREMENT PROGRAM FOR SALARIED EMPLOYEES 

3 

Any separation from service, other than by death, will be considered, for purposes of 

this Program, as a retirement if the separation occurs: 

(a) (1) at or after age 55 and prior to age 65 and the employee has 10 

or more years of credited service; or 

(2) prior to age 55 and the employee has 30 or more years of credited 

service, and the employee's most recent date of hire is prior to 

January 1, 1988; or 

(3) at or after age 55 and prior to age 60 where age and years of 

credited service total at least 85, and the employee’s most recent 

date of hire is prior to January 1, 1988. 

 except that an employee to whom this subsection (a) applies who is 

separated in a layoff classification, prior to June 1, 2002, will not be 

considered a retirement until the employee loses credited service, 

 (b) at age 65 or over, or 

(c) prior to age 65 because of total and permanent disability and the 

employee has 10 or more years of credited service and is eligible to 

receive total and permanent disability benefits under Part A. 

For an employee hired or rehired on or after January 1, 2001, only (a)(1) and (b) apply. 

Effective September 30, 2008, the Program has been frozen for all future benefit 

accruals. The SRP will be “frozen” as of 11:59 EST on September 30, 2008. 

 Part A Credited Service: Participants will not be allowed to acquire 

additional credited service for purposes of benefit calculations after 

September 30, 2008. Credited service will continue to be accrued 

after September 30, 2008 for eligibility purposes only. 

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DELPHI RETIREMENT PROGRAM FOR SALARIED EMPLOYEES 

4 

 Part B Contributions: Participants will not be allowed to make any 

contributions after the September 30, 2008 payroll. 

 Part B Credited Service: Participants will not be able to accrue any 

additional Part B credited service for purposes of benefit 

calculations after September 30, 2008. Credited service will 

continue to be accrued after September 30, 2008 for eligibility 

purposes only. 

 Average Base Salary: Average Base salary will be based on the 

highest 60 months out of the last 120 months immediately 

preceding September 30, 2008. Participants who were divested 

where the sale agreement provides that the average base salary is 

calculated as of the sale date and then increased by 3% per 

anniversary year will also be frozen as of September 30, 2008. 

 Future eligibility for both retirement and retirement type will be 

based on provisions in effect as of September 30, 2008 and be 

determined by the total Part A credited service accrued for eligibility 

up to the date of retirement. 

3⁄4 Employees hired prior to January 1, 1988 may still grow into 

voluntary retirement upon attaining 30 years of Part A 

credited service at any age or at or after age 55 when 

combined years of age and credited service totals 85 or 

more. 

3⁄4 Employees with service dates on or before December 31, 

2000 may grow into voluntary retirement if they attain age 55 

or older with 10 or more years of Part A credited service. 

3⁄4 Employees with service dates on or before December 31, 

2000 may grow into eligibility for a Total and Permanent 

2:09-cv-12810-SFC-MJH Doc # 1 Filed 07/16/09 Pg 29 of 183 Pg ID 29
DELPHI RETIREMENT PROGRAM FOR SALARIED EMPLOYEES 

5 

Disability retirement at any age once they have accrued 10 

years of Part A credited service provided they meet the 

disability requirements contained in the SRP and receive 

Corporate approval. 

 Early Retirement Supplement (ERS): Employees hired prior to 

January 1, 1988 who attain 30 total years of Part A credited service 

will be eligible for the full amount of the ERS as set forth in the 

SRP, even if attainment of 30 years of Part A credited service is on 

or after October 1, 2008. 

 Interim Supplement and Temporary Benefit: These supplements 

are payable based on the retirement type (which is determined 

using total Part A credited service through the date of retirement), 

but the amount payable is based on the years of Part A credited 

service accrued as of September 30, 2008. 

 Benefit Schedules: The various benefit schedules in the SRP as of 

September 30, 2008 remain in effect. 

 Benefit Class Code: The determination of the Benefit Class Code 

for the Part A Basic Benefit will be based on an employees 

classification level as of September 30, 2008. Promotions or 

demotions that occur on or after October 1, 2008 will not impact the 

determination of the Benefit Class Code. 

 Part C (Cash Balance Plan): Employees hired on or after January 

1, 2001 who are participating in Part C, will receive contributions 

related to base pay through September 30, 2008. These accounts 

will continue to receive annual interest at the end of each plan year 

(the end of the plan year is September 30). 

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DELPHI RETIREMENT PROGRAM FOR SALARIED EMPLOYEES 

6 

 Immediate Vesting: Employees will be immediately and fully vested 

for any accrued benefit as of September 30, 2008 regardless of 

total accrued credited service. Employees who separate prior to 

September 30 must meet the 5.0 years of credited service vesting 

requirements. However, employees who were separated with less 

than 5.0 years of credited service as a part of any divestiture that 

occurred between August 1, 2006 and September 30, 2008 will be 

deemed to be vested. 

 

Section 1. Automatic Retirement For Bona Fide Executive At Age 65

 An employee will be retired automatically on the first day of the month coinciding 

with or next following the employee's attaining age 65 if that employee is, for the 

two-year period immediately before retirement, employed in a bona fide 

executive or high policy-making position and if that employee is entitled to 

immediate nonforfeitable annual retirement benefits attributable to Corporation 

contributions under this Program of at least $44,000, or such other amount that 

may be set forth in applicable regulations. 

 Such employee may continue in service beyond automatic retirement age only 

upon invitation of the Corporation. This invitation requires action by the 

Committee of the Board of Directors having jurisdiction over the activity by which 

the employee is employed, or by the Board of Directors if the employee is a 

member of the Board of Directors. Such invitation to continue work will not be for 

a period of more than one year at a time. 

Section 2. Normal Retirement At or After Age 65 

 An employee may retire at or after age 65. Any employee or former employee 

who elects to continue to work full time (i.e., 40 or more hours per month) for the 

Corporation or a successor company beyond age 65 will be notified that, while 

such employee has entitlement to a normal retirement benefit at age 65, such 

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DELPHI RETIREMENT PROGRAM FOR SALARIED EMPLOYEES 

7 

benefit is suspended and will not be paid while such employee or former 

employee works for the Corporation or a successor company beyond age 65. 

This notification will not be provided to those employees with a length of service 

date on or after January 1, 2001. 

 

Section 3. Retirement Between Ages 60 and 65

An employee may retire voluntarily at or after age 60 and prior to age 65, with 10 

or more years of credited service. 

Section 4. Retirement Prior to Age 60 

(a) An employee who has 10 or more years of credited service and who is 

separated from service at or after age 55 and prior to age 60 for any 

reason other than death or total and permanent disability, is entitled to 

retirement benefits determined under the provisions of this Program which 

are applicable to an employee who retires voluntarily. 

(b) An employee who (i) was hired prior to January 1, 1988, (ii) has 30 or 

more years of credited service, and (iii) is separated from service prior to 

age 55 for any reason other than death or total and permanent disability, 

is entitled to retirement benefits determined under the provisions of this 

Program which are applicable to an employee who retires voluntarily. 

Section 5. Retirement Prior to Age 65 Due to 

 Total and Permanent Disability 

 An employee who has 10 or more years of credited service may be retired prior 

to age 65 for total and permanent disability. An employee will be deemed to be 

totally and permanently disabled only if such employee makes application for 

total and permanent disability retirement on a form approved by the Corporation 

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DELPHI RETIREMENT PROGRAM FOR SALARIED EMPLOYEES 

8 

and (i) the employee is not engaged in regular employment or occupation for 

remuneration or profit, and (ii) on the basis of medical evidence satisfactory to 

the Corporation the employee is found to be wholly and permanently prevented 

 from engaging in regular employment or occupation with the Corporation at the 

location where the employee last worked for remuneration or profit as a result of 

bodily injury or disease, either occupational or non-occupational in cause, but 

excluding disabilities resulting from service in the armed forces of any country 

unless the employee becomes totally and permanently disabled after 

accumulating at least 5 years of credited service following separation from 

service in the armed forces. An individual who is not an employee is not eligible 

to apply for total and permanent disability retirement. 

(a) Employees with unbroken length of service may apply for a total and 

 permanent disability retirement on form SRP-15, “Application for Total and 

 Permanent Disability Benefits”. Such forms are available through the 

 Corporation’s pension administrator. 

(b) The employee will supply a physician’s statement and other necessary 

 information on form SRP-15 and submit the form to the Corporation’s 

 pension administrator. 

(c) An employee with unbroken length of service who has a terminal condition 

 may apply immediately for T&PD retirement as provided in paragraphs (a) 

 and (b) above. In the event such employee has been on leave at least 

 one month and the cause of death is directly or indirectly a result of the 

 terminal condition which gave rise to the disability leave of absence, and 

 who has applied for retirement prior to death, shall not disqualify an 

 otherwise eligible surviving spouse from receiving a benefit. Not 

 withstanding the foregoing, effective October 1, 1999, (a) in the case of an 

 occupational injury or disease incurred in the course of employment with 

 the Corporation resulting in death, neither the one-month period nor the 

 leave of absence requirement shall apply, and (b) in the case of a terminal 

 condition as such term is used and qualified in this paragraph, the one-

 month period will not apply. 

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DELPHI RETIREMENT PROGRAM FOR SALARIED EMPLOYEES 

9 

Section 6. Retirement Under Section 9 of the General Provisions

 An employee who has 10 or more years of credited service may retire prior to 

age 62 under provisions set forth in Section 9 of the General Provisions of this 

Program. 

Section 7. Employees Not in Active Service 

 The absence of an employee (or former employee) from active service at the 

time such employee would be (or would have been) eligible to retire under the 

Program will not preclude such employee's retirement without return to active 

service, provided that there has been no loss of credited service. 

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DELPHI RETIREMENT PROGRAM FOR SALARIED EMPLOYEES 

10 

PART A -- NON-CONTRIBUTORY BENEFITS

The benefits described in this Part A are not applicable to credited service accrued on 

or after January 1, 2001 for any employee whose length of service date is after 

December 31, 2000. 

ARTICLE I 

BENEFIT AMOUNTS 

Section 1. Retirement At or After Age 65 

(a) Any employee who has attained the age of 65, has accumulated credited 

service as provided in Section 1 of Article II of this Part A, and ceases 

active service is entitled to receive a retirement benefit under this Part A. 

(b) The monthly benefit payable to an employee retired pursuant to the 

provisions of Section 1(a) of this Article I with benefits payable 

commencing on or after October 1, 2004 will be a basic benefit for each 

year of credited service that the employee had at the first of the month 

coinciding with or next following the employee's retirement, determined by 

the applicable Benefit Class Code in accordance with (c) below and based 

on the month for which payment is being made as set forth in the table 

immediately following: 

Retirement 

With Benefits 

Payable Commencing

Benefit 

Class 

Code

Basic Benefit Rate 

Per Year of Credited Service 

For Months Commencing 

October 1, 2004 

and After 

 A 

 B 

 C 

 D 

$ 

48.8049.0549.3049.55 

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DELPHI RETIREMENT PROGRAM FOR SALARIED EMPLOYEES 

11 

(c) As set forth below, a Benefit Class Code is established for the purpose of 

this Article I for each salaried position on the basis of the following salaried 

position levels: 

Salaried Position Level 

Benefit 

Class 

Code 

1 and 2 A 

3 B 

4 C 

5 and Above D 

 The Benefit Class Code applicable to an employee is the Benefit Class 

Code for the salaried position level held by the employee for the greatest 

number of calendar days during the 24 consecutive months immediately 

preceding the last day worked. 

 In the event an employee is transferred to a lower salaried position level, 

which results in a lower Benefit Class Code, such employee's vested 

retirement benefit, if any, will not be less than the amount of such 

employee's accrued retirement benefit on the date of such transfer plus 

benefits earned in the 12 consecutive months following the date of 

transfer. 

(d) The amount of any monthly retirement benefit otherwise payable to the 

employee at retirement, or earlier commencement, will be reduced by the 

Actuarial Value of any past and future benefits paid or payable to any 

alternate payee(s) under a Qualified Domestic Relations Order (“QDRO”) 

within the meaning of the Internal Revenue Code of 1986 (“the Code”) 

Section 414(p). The Actuarial Value of the combined benefits payable to 

the employee and any alternative payee(s) shall in no event exceed the 

Actuarial Value of the employee’s accrued benefit under this Program. 

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DELPHI RETIREMENT PROGRAM FOR SALARIED EMPLOYEES 

12 

Section 2. Early Retirement

 (a) (1) An employee who retires voluntarily after attainment of age 55 but 

not age 65 and who has 10 or more years of credited service will be 

entitled to receive a retirement benefit under this Part A. 

(2) An employee who (i) was hired prior to January 1, 1988, (ii) retires 

voluntarily before attainment of age 55, and (iii) has 30 or more 

years of credited service will be entitled to receive a retirement 

benefit under this Part A. 

 (b) (1) The monthly basic benefit payable to an employee who retires 

voluntarily with benefits payable commencing on or after October 1, 

1999 will be the basic benefit set forth in Section 1(b) of this 

Article I but adjusted as set forth in (2) below. 

 (2) (i) For an employee retired (1) pursuant to Section 2(a)(1) 

above after age 60, or (2) after age 55 but not age 60 and 

whose combined years of age and years of credited service 

(to the nearest 1/12th in each case) at retirement total 85 or 

more, or (3) pursuant to Section 2(a)(2) above and, in the 

case of either (2) or (3) of this subparagraph, the employee 

was hired prior to January 1, 1988, such benefit will 

commence on the first day of the month coinciding with or 

next following the employee's attaining age 62 (or, if later, 

the first day of the month coinciding with or next following the 

employee's first day of absence because of retirement) or, in 

lieu thereof, the employee may elect to receive the benefit 

commencing on the first day of any month coinciding with or 

following the employee's first day of absence because of 

retirement and prior to age 62 in an amount equal to the 

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benefit payable at age 62, multiplied by a percentage as set 

forth in the following table: 

* Prorated for intermediate ages 

computed on the basis of the number of 

complete calendar months by which the 

employee is under the age attained at 

the employee's next birthday. 

 If an employee hired prior to January 1, 1988 (i) with 30 or 

more years of credited service retires voluntarily, or 

(ii) whose combined years of age and years of credited 

service (to the nearest 1/12th in each case) at retirement 

total 85 or more retires voluntarily, with benefits payable 

commencing on or after October 1, 1999, the monthly basic 

benefits otherwise payable to such employee after age 62 

and one month shall be redetermined without reduction for 

commencement prior to age 62. 

Age When Benefit

Commences Percentage* 

 42 21.0% 

 43 22.6 

 44 24.3 

 45 26.1 

 46 28.2 

 47 30.4 

 48 32.8 

 49 35.4 

 50 38.3 

 51 41.5 

 52 45.0 

 53 48.9 

 54 53.2 

 55 57.9 

 56 63.5 

 57 69.4 

 58 75.2 

 59 80.8 

 60 86.7 

 61 93.3 

 62 or Over 100.0 

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 (ii) For an employee retired pursuant to Section 2(a)(1) above 

after age 55 but not age 60, and whose combined years of 

age and years of credited service at retirement total less 

than 85, or an employee who elects to retire prior to age 60 

and was hired on or after January 1, 1988, such benefit will 

commence on the first day of the month coinciding with or 

next following the employee's attaining age 65, or, in lieu 

thereof, the employee may elect to receive the benefit 

commencing on the first day of any month coinciding with or 

following the employee's first day of absence because of 

retirement, in which case the benefit, if elected to commence 

prior to age 65, will be multiplied by a percentage as set 

forth in the following table: 

Age When Benefit 

Commences Percentage* 

 55 46.0% 

 56 49.6 

 57 53.2 

 58 56.8 

 59 60.4 

 60 64.0 

 61 71.2 

 62 78.4 

 63 85.6 

 64 92.8 

 65 100.0 

*Prorated for intermediate ages computed 

on the basis of the number of complete 

calendar months by which the employee is 

under the age attained at the employee's 

next birthday. 

 (iii) The basic benefit payable in any month will not be reduced 

below an amount which results in the early retirement 

supplement paid to a participant in such month, under 

Section 7(a)(1) of this Article I, exceeding the old age 

insurance benefits, unreduced on account of age, payable 

under Title II of the Social Security Act, as amended. 

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 (c) An employee discharged for cause after such employee is eligible to retire 

voluntarily pursuant to Section 2(a) of this Article I will be entitled to the 

benefits provided under Sections 2(b)(1) and 2(b)(2) of this Article I. 

Section 3. Automatic Retirement For Bona Fide Executive At Age 65

 A bona fide executive employee retired on or after the executive's automatic 

retirement date will be entitled to the benefits provided under Section 1 of this 

Article I. 

Section 4. Total and Permanent Disability Retirement

 (a) An employee who is totally and permanently disabled prior to age 65, and 

has 10 or more years of credited service, and who retires on or after 

October 1, 2004, will be eligible for a monthly disability retirement benefit 

as follows: 

 (i) A monthly basic benefit for each year of credited service as set 

forth in Section 1(b) of this Article I and determined by the 

applicable Benefit Class Code as set forth in Section 1(c) of this 

Article I, and 

 (ii) A temporary benefit for each year of credited service, up to 30, as 

set forth in the table immediately following: 

Monthly Temporary 

Benefit Amount 

Retires With 

Benefits Payable 

Per Year of 

Credited 

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Commencing Service Maximum 

October 1, 2004 

and After 47.05 1,411.50 

 The monthly temporary benefit will be payable until the earlier of 

(1) age 62 and one month, or (2) the age at which the employee 

becomes, or could have become, eligible for a Social Security 

benefit for disability or an unreduced Social Security benefit for age. 

At such age the temporary benefit will cease to be payable. 

 (iii) Such benefits will be payable in accordance with Section 2 of the 

General Provisions to the disability retiree during the continuance of 

total and permanent disability. 

 (b) Any disability retiree may be required to submit to medical examination at 

any time during retirement prior to age 65, but not more often than 

semi-annually, to determine whether the retiree is eligible for continuance 

of the disability retirement benefit. If on the basis of such examination it is 

found that the retiree is no longer disabled or if the retiree engages in 

gainful employment, except for purposes of rehabilitation as determined 

by the Corporation, the retiree will be deemed recovered and such 

disability retirement benefit will cease. In the event the disability retiree 

refuses to submit to medical examination, the retirement benefit will be 

discontinued until the retiree is examined. 

 (c) Notwithstanding the provisions of Section 11(a) of the General Provisions, 

the provisions of this Section 4 will not apply to employees of any 

wholly-owned or substantially wholly-owned domestic subsidiary of the 

Corporation unless specifically approved by the Corporation’s Board of 

Directors. 

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Section 5. Surviving Spouse Coverage 

 (a) In lieu of the monthly basic benefit otherwise payable, an employee who 

retires, or who loses credited service and is eligible for a deferred 

retirement benefit pursuant to the provisions of Article III of this Part A, will 

be deemed to have elected automatically a reduced amount of monthly 

basic benefit to provide that, if the designated spouse is living at the 

employee's death after such election has become effective, a survivor 

benefit shall immediately be payable to such spouse commencing on the 

first of the month following the employee's death and such survivor benefit 

will be payable during the spouse's lifetime. In the event (1) such spouse 

predeceases such employee, or (2) they are divorced by court decree and 

(i) a QDRO so provides, or (ii) written consent of the former spouse which 

acknowledges the effect of the cancellation and is witnessed by a notary 

public is obtained, such employee may cancel the survivor benefit election 

with respect to the monthly basic retirement benefit and have such benefit 

restored to the amount payable without such election, effective the first 

day of the month following the month in which the Corporation receives 

evidence satisfactory to the Corporation of the spouse's death or written 

revocation of the election because of divorce, on a form approved by the 

Corporation. For deaths occurring on or after October 1, 2004, restoration 

of the monthly basic benefit will be effective the first day of the month 

following the date of the death upon receipt by the Corporation, of notice 

satisfactory to the Corporation, of the spouse’s death. 

 The automatic election provided in this subsection (a) becomes effective 

on the latest of (i) the commencement date of the employee's monthly 

basic benefit, (ii) the first day of the month coinciding with or next following 

the employee's attaining age 55 (except that this item (ii) shall not apply to 

an employee with 30 or more years of credited service who was hired prior 

to January 1, 1988 or to an employee who has elected and commences 

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DELPHI RETIREMENT PROGRAM FOR SALARIED EMPLOYEES 

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deferred retirement benefits prior to age 55), or (iii) one-year anniversary 

of the marriage; except that, in the case of a bona fide executive 

employee who has reached automatic retirement date but whose basic 

benefit has not commenced, the effective date of any such coverage will 

be the later of such automatic retirement date or the date determined in 

(iii) of this paragraph and the basic benefit payable to such employee after 

the effective date will be reduced in accordance with the coverage. 

 An employee may prevent the automatic election provided in this 

subsection (a) during the 180-day period prior to the effective date of such 

automatic election by executing a specific written rejection of such 

election, which includes the written consent of the employee's spouse that 

acknowledges the effect of the rejection, and that is witnessed by a notary 

public, on a form approved by the Corporation and filing it with the 

Corporation. An employee may revoke a written rejection of this 

automatic election, without the consent of the spouse, at any time prior to 

commencement of benefits. 

 Within the time period set forth in Section 2(i) of the General Provisions, 

each participant will be provided a written explanation of: (i) the terms and 

conditions of the surviving spouse coverage; (ii) the participant's right to 

make and the effect of an election to waive the surviving spouse 

coverage; (iii) the rights of the participant's spouse; and (iv) the right to 

make and the effect of revocation of a previous selection to waive the 

surviving spouse coverage. 

 (b) The beneficiary of a survivor benefit election under subsection (a) of this 

Section 5 only will be the person who is the employee's spouse at such 

time and who has been such spouse for at least one year immediately 

prior to the effective date of such election. 

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 (c) Except as provided in subsections (g) and (h) below, a survivor benefit 

election will be revoked automatically upon the death of the employee or 

the designated spouse, or both, prior to the effective date of the election. 

 (d) Once the election has become effective it cannot be rescinded, except as 

otherwise provided under subsection (a) of this Section 5, without the 

submission of evidence, satisfactory to the Corporation, of the good health 

of the designated spouse. Moreover, the employee's right to rescind the 

election is contingent on the written consent of the designated spouse. 

The benefit will be restored the first of the month following the month the 

required proofs are received by the Corporation. 

 

 (e) For an employee who does not prevent the automatic election provided in 

this Section 5, the reduced amount of the monthly basic benefit will be 

equal to an amount determined by multiplying the monthly basic benefit 

payable to the employee by 95%; except that, in the case of an employee 

whose monthly basic benefit is subject to redetermination at age 62 and 

one month, the amount of reduction in the monthly basic benefit for the 

survivor benefit election before the employee attains the age at which the 

monthly benefit is redetermined will be based on the monthly benefit 

payable to such employee after the monthly benefit is redetermined. Such 

percentage will be (i) increased by one-half of one percent (1/2%) (up to a 

maximum of 100%) for each 12 months in excess of five (5) years that the 

spouse's age exceeds the employee's age, and (ii) decreased by one-half 

of one percent (1/2%) for each 12 months in excess of five (5) years that 

the spouse's age is less than the employee's age. 

Notwithstanding the above, for a former employee who has elected and 

commences deferred retirement benefits prior to age 55 pursuant to 

General Provision 2(g) of this Program, the reduced amount of monthly 

basic benefit will have no reduction for survivor coverage. 

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 (f) Effective October 1, 2004, the survivor benefit payable to the surviving 

spouse of a retired employee who has the automatic election provided in 

this Section 5, and who retires or loses credited service on or after 

October 1, 2004 and is eligible for a deferred retirement benefit pursuant 

to the provisions of Article III of this Part A, and who dies after such 

election becomes effective, will be a monthly benefit for the lifetime of 

such surviving spouse equal to 65% (50% in the case of a former 

employee who has elected and commences deferred retirement benefits 

prior to age 55) of the reduced amount of such employee's monthly basic 

benefit; except that (i) the survivor benefit payable to the surviving spouse 

of an employee whose monthly basic benefit is subject to redetermination 

at age 62 and one month will be based on the monthly basic benefit 

payable to such employee after the monthly basic benefit is redetermined, 

and (ii) surviving spouses of retirees who died prior to age 55 and who are 

receiving, or are eligible to receive, benefits in accordance with subsection 

(i) of this Section 5 are not covered by this provision. 

 (g) The death of an otherwise eligible employee who has retired under 

Section 4 of this Article I, occurring on or after age 55, but before the first 

day of the month following the date on which such employee dies, will not 

disqualify an otherwise eligible surviving spouse from receiving a benefit 

hereunder. 

(h) The surviving spouse of an employee 

(1) who dies (i) on or after age 55 with 10 or more years of credited 

service, or (ii) at any age with 30 or more years of credited service 

and the employee's date of hire is prior to January 1, 1988, but 

before the first day of the month coinciding with or next following 

the first day of absence because of retirement (or, if later, the 

commencement date of the monthly basic benefit in the case of an 

employee who defers the receipt of the monthly benefit under 

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DELPHI RETIREMENT PROGRAM FOR SALARIED EMPLOYEES 

21 

Section 2(b)(2) of this Article I), who had not reached the normal 

retirement date, and 

 (2) who, if the employee had retired at the date of death, would have 

been eligible for the election under subsection (a) of this Section 5, 

will immediately be entitled to a monthly benefit during such 

spouse's lifetime, terminating with the last monthly payment before 

such spouse's death. The monthly benefit payable to the surviving 

spouse will be the amount such spouse would have been entitled to 

receive under subsection (f) of this Section 5, if the employee had 

retired on the date of death with benefits payable under 

Section 1(a) or 2(a), whichever is applicable, of this Article I 

commencing the first of the following month and had effectively 

made the election under subsection (a) of this Section 5; provided, 

however, that for the sole purpose of this subsection (h), the 

benefits which would have been payable to the employee by reason 

of such retirement will be determined on the basis of the table set 

forth in Section 2(b)(2)(i) of this Article I. The surviving spouse of 

an employee who had been separated from service in a layoff 

classification prior to June 1, 2001, but who had not lost credited 

service at the date of death will be entitled to the benefit payable 

under this subsection (h), if otherwise eligible. 

 (i) Joint and survivor coverage for disability retirements 

 (1) In lieu of the monthly basic benefit otherwise payable, an employee 

who retires pursuant to the provisions of Section 4 of this Article I 

who is under age 55 and (i) has less than 30 years of credited 

service, or (ii) has 30 or more years of credited service and was 

hired on or after January 1, 1988 will be deemed to have elected 

automatically a reduced amount of monthly basic benefit, up to and 

including the month in which the retired employee dies or attains 

age 55, whichever occurs first, and a monthly survivor's benefit, 

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DELPHI RETIREMENT PROGRAM FOR SALARIED EMPLOYEES 

22 

beginning on the first day of the month after the retired employee 

would have reached age 55 will be payable to the designated 

spouse during the lifetime of the spouse. 

 (2) This automatic election will be deemed to have been made at the 

time the employee applies for a disability retirement benefit (with 

the election being effective the first day of the month for which the 

first benefit under the Program is payable). 

 (3) The automatic election provided in this subsection (i) will be 

applicable only with respect to a spouse to whom the employee is 

married on the date of such election and only if the retired 

employee and spouse were married throughout the one-year period 

ending on the date of the retired employee's death. 

 (4) An employee may prevent the automatic election provided in this 

subsection (i) during the 180-day period prior to the effective date 

as set forth in paragraph (2) of this subsection (i), by specific written 

rejection which includes the written consent of the employee’s 

spouse that acknowledges the effect of the rejection and that is 

witnessed by a notary public, on a form approved by the 

Corporation. An employee may revoke a written rejection of this 

automatic election, without the consent of the spouse, at any time 

prior to commencement of benefits. 

 (5) In any event, the election automatically will be cancelled: 

 (i) if the employee's disability retirement status terminates other 

than by death prior to the first day of the month after the 

retired employee attains age 55, or 

 (ii) if the retired employee survives on a disability retirement 

status until the first day of the month after the attainment of 

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DELPHI RETIREMENT PROGRAM FOR SALARIED EMPLOYEES 

23 

age 55, at which time the coverage described in Section 5(a) 

through (h) of this Article I becomes applicable. 

 (6) The amount of the monthly basic benefit payable to an employee 

deemed to have made the election provided hereunder will be 

determined by reducing actuarially the amount of such benefit for 

the cost of the survivor benefit payable in the event of the retired 

employee's death before the first of the month following age 55. 

The actuarial reduction will be based on the age of the retired 

employee and spouse (the age of each being determined as their 

age at the birthday nearer the date on which the benefits 

commence) and reflect the higher mortality associated with being 

disabled. Reduction factors at selected ages for disability survivor 

coverage before age 55 are set forth in the following table: 

Age Difference Between 

Disabled Employee and Spouse 

Age of Spouse Is: 

Employee 

When 

Benefits 

Commence

10 

Years 

Younger

5 

Years 

Younger

Same 

Age 

5 

Years 

Older 

10 

Years 

Older 

30 8.6% 8.1% 7.5% 6.7% 5.9%

35 10.4 9.9 9.2 8.3 7.2 

40 12.5 11.8 11.0 10.0 8.8 

45 14.3 13.5 12.7 11.6 10.3 

50 13.9 13.2 12.4 11.4 10.2 

51 13.1 12.5 11.7 10.8 9.7 

52 10.4 9.9 9.3 8.6 7.7 

53 3.4 3.2 3.0 2.8 2.5 

54 3.4 3.3 3.1 2.8 2.5 

NOTE: Actuarial reduction factors for ages not shown will be 

calculated on the same basis as the factors shown.

 (7) The amount of the monthly benefit payable to the surviving spouse 

of a retired employee deemed to have made the election specified 

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DELPHI RETIREMENT PROGRAM FOR SALARIED EMPLOYEES 

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hereunder will be 50% of the amount of the monthly basic benefit 

payable to the retired employee after the reduction provided in 

paragraph (6) of this subsection (i). 

 (8) Anything in the Program to the contrary notwithstanding, if the 

designated spouse of a retired employee deemed to have made the 

election provided hereunder (1) predeceases such retired 

employee, or (2) they are divorced by a court decree and (i) a 

QDRO so provides, or (ii) written consent of the former spouse 

which acknowledges the effect of the cancellation and is witnessed 

by a notary public is obtained, such retired employee may cancel 

the survivor benefit election only with respect to the monthly basic 

retirement benefit and have such benefit restored to the amount 

payable without such election, effective the first day of the month 

following the month in which the Corporation receives evidence 

satisfactory to the Corporation of the spouse's death or written 

revocation of the election because of divorce, on a form approved 

by the Corporation. For spousal deaths occurring on and after 

October 1, 2004, restoration of the monthly basic benefit will be 

effective the first day of the month following the date of the death 

upon receipt by the Corporation, of notice satisfactory to the 

Corporation, of the spouse’s death. 

 (9) No benefit is payable under this subsection (i) for any month for 

which benefits are payable under Section 5(a), (h), or (j) of this 

Article I. 

 (10) Within the time period set forth in Section 2(i) of the General 

Provisions, each participant will be provided a written explanation 

of: (i) the terms and conditions of the surviving spouse coverage; 

(ii) the participant's right to make and the effect of an election to 

waive the surviving spouse coverage; (iii) the rights of the 

participant's spouse; and (iv) the right to make and the effect of a 

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DELPHI RETIREMENT PROGRAM FOR SALARIED EMPLOYEES 

25 

revocation of a previous selection to waive this surviving spouse 

coverage. 

 (j) Pre-retirement survivor coverage provided under Part A of the Program to 

comply with the Retirement Equity Act of 1984 

 (1) An employee who: 

 (i) has either 5 or more years of credited service, or 5 years of 

"service" as provided under Article II, Section 10, and who is 

credited with one or more hours of credited service or 

"service" accrued on or after January 1, 1989, or 

 (ii) loses credited service on or after October 1, 1999 and who 

is eligible for a deferred retirement benefit under Article III, 

 and in either case is not eligible for the regular surviving spouse 

coverage provided under subsection (h) of this Section 5, will have 

the pre-retirement survivor coverage described herein. 

 Such coverage will remain in effect until the date on which the 

employee or former employee becomes eligible for the regular 

surviving spouse coverage provided under subsection (h) of this 

Section 5, at which time the pre-retirement survivor coverage 

described herein ceases to be effective. 

 In the event the employee or former employee predeceases the 

designated spouse while the pre-retirement survivor coverage is in 

effect, the designated spouse will be eligible, during the lifetime of 

such spouse, for a monthly benefit commencing on the first of the 

month following the month in which the employee or former 

employee dies. 

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DELPHI RETIREMENT PROGRAM FOR SALARIED EMPLOYEES 

26 

 The amount of any such monthly survivor benefit is determined by 

the basic benefit rate in effect for the employee on the date of death 

of such employee, or the date credited service was broken for a 

former employee. 

 (2) The survivor coverage provided for an employee or former 

employee will be effective on the date the employee or former 

employee attains 5 years of credited service or "service" as 

provided under Article II, Section 10, and provided that such 

employee is credited with one hour or more of credited service or 

"service" accrued on or after January 1, 1989. 

 (3) The survivor coverage provided will be effective with respect to a 

spouse to whom the employee or former employee is married, but 

only if the couple was married throughout the one-year period 

ending on the date of the employee's or former employee's death. 

 (4) Subsections (j)(2) and (j)(3) notwithstanding, if an employee or 

former employee marries or remarries, such coverage will be in 

effect in favor of the spouse upon such marriage or remarriage, 

unless, in the case of remarriage, a QDRO requires such coverage 

to remain in effect for the former spouse. The effective date of any 

such coverage will be determined in accordance with item (3) of 

this subsection (j). 

 (5) In the event of divorce, the employee or former employee can 

revoke the coverage provided without consent of the former 

spouse, unless a QDRO provides to the contrary. 

 (6) The coverage provided will be canceled automatically on the date 

when any employee or former employee becomes eligible for the 

regular surviving spouse coverage under the provisions of Article I, 

Section 5(h) of the Program. 

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DELPHI RETIREMENT PROGRAM FOR SALARIED EMPLOYEES 

27 

 (7) The monthly benefit amount payable to any eligible surviving 

spouse will be 50% of the monthly amount of the basic benefit as 

determined in Article III otherwise payable at the (i) date of death of 

the employee, or (ii) date credited service broke for a former 

employee, after any reduction provided in Article III. 

 (8) No benefit is payable under this subsection (j) for any month for 

which benefits are payable under Article I, Section 5 or Section 6 of 

Part A of this Program. 

 

(k) In no event may an election for survivor benefits be made or changed after 

the death of the participant. 

Section 6. Joint and Survivor Option 

 (a) In lieu of the monthly basic benefit otherwise payable, an employee who 

retires or who loses credited service and is eligible for a deferred 

retirement benefit pursuant to the provisions of Article III of this Part A, 

may elect to receive during the employee's lifetime a reduced amount of 

monthly basic benefit to provide that, if the contingent annuitant (who may 

be any person designated by the employee) is living at the employee's 

death after such election becomes effective, a survivor benefit will be 

payable to such contingent annuitant during the lifetime of such contingent 

annuitant; provided that the employee completes the election on a form 

approved by the Corporation and files it with the Corporation within the 

time period set forth in Section 2 of the General Provisions. 

 If married, and the designated contingent annuitant is not the spouse, the 

written consent of the spouse, acknowledging the effect of the election 

and witnessed by a notary public, on a form approved for this purpose by 

the Corporation and filed with the Corporation, will be required. The 

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DELPHI RETIREMENT PROGRAM FOR SALARIED EMPLOYEES 

28 

written consent of the spouse is limited to a benefit for the designated 

alternate beneficiary only. 

 (b) The death of an otherwise eligible employee who has retired under 

Section 4 of this Article I, occurring on or after age 55, but before the first 

day of the month following the date on which such employee dies, will not 

disqualify an otherwise eligible surviving spouse from receiving a benefit. 

 (c) Except as provided in (b) above, the option will be revoked automatically 

upon the death of the employee or the designated contingent annuitant, or 

both, prior to the effective date of the election. 

 (d) Once the option becomes effective it cannot be rescinded without the 

submission of evidence, satisfactory to the Corporation, of the good health 

of the designated spouse or contingent annuitant. Moreover, the 

employee's right is reserved to rescind the election, except that the written 

consent of the designated contingent annuitant is required only if such 

annuitant is the employee's spouse. In the event the employee becomes 

divorced by court decree from such designated spouse and (i) a QDRO so 

provides, or (ii) written consent of the designated former spouse which 

acknowledges the effect of the cancellation and is witnessed by a notary 

public is obtained, such retired employee may cancel the survivor benefit 

option with respect to the monthly basic retirement benefit and have such 

benefit restored to the amount payable without such election, effective the 

first day of the month following the month in which the Corporation 

receives evidence satisfactory to the Corporation of the spouse's written 

revocation of the election because of divorce, on a form approved by the 

Corporation. 

 (e) The amount of monthly benefit payable to such contingent annuitant if 

such contingent annuitant is living at the death of the employee will equal 

any designated percentage, up to a maximum of 100%, of the employee's 

reduced monthly basic benefit, except that, in the case of an employee 

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DELPHI RETIREMENT PROGRAM FOR SALARIED EMPLOYEES 

29 

whose monthly benefit is subject to redetermination at age 62 and 

one month, the amount of reduction in the monthly benefit for the survivor 

benefit election before the employee attains the age at which the monthly 

benefit is redetermined will be based on the monthly benefit payable to 

such employee after the monthly benefit is redetermined and the benefit 

payable to the contingent annuitant will be based on the monthly benefit 

payable to such employee after the monthly benefit is redetermined. 

 The amount of monthly benefit will be determined so that the actuarial 

value of the reduced amount of monthly benefit payable to the employee 

and the actuarial value of the amount of monthly benefit to be continued to 

the designated contingent annuitant is as follows: 

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DELPHI RETIREMENT PROGRAM FOR SALARIED EMPLOYEES 

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Joint and Survivor Option Rate Table

Full Years 

Contingent Annuitant 

is Older (+) or Younger (-) 

Than Employee

Factors to Convert Normal Form of Retirement 

to Joint and Survivor Option 

for Indicated Percentage 

Payable to Contingent Annuitant*

100% 75% 50%

 +20 95.50 96.00 100.00 

 +19 95.00 95.50 99.50 

 +18 94.50 95.00 99.00 

 +17 94.00 94.50 98.50 

 +16 93.50 94.00 98.00 

 +15 93.00 93.50 97.50 

 +14 92.50 93.00 97.00 

 +13 92.00 92.50 96.50 

 +12 91.50 92.00 96.00 

 +11 91.00 91.50 95.50 

 +10 90.50 91.00 95.00 

 + 9 89.75 90.50 94.50 

 + 8 89.00 90.00 94.00 

 + 7 88.25 89.50 93.50 

 + 6 87.50 89.00 93.00 

 + 5 86.75 88.50 92.50 

 + 4 86.00 88.00 92.00 

 + 3 85.25 87.50 91.50 

 + 2 84.50 87.00 91.00 

 + 1 83.75 86.50 90.50 

 0 83.00 86.00 90.00 

 - 1 82.25 85.50 89.50 

 - 2 81.50 85.00 89.00 

 - 3 80.75 84.50 88.50 

 - 4 80.00 84.00 88.00 

 - 5 79.25 83.50 87.50 

 - 6 78.50 83.00 87.00 

 - 7 77.75 82.50 86.50 

 - 8 77.00 82.00 86.00 

 - 9 76.25 81.50 85.50 

 -10 75.50 81.00 85.00 

 -11 75.00 80.50 84.50 

 -12 74.50 80.00 84.00 

 -13 74.00 79.50 83.50 

 -14 73.50 79.00 83.00 

 -15 73.00 78.50 82.50 

 -16 72.50 78.00 82.00 

 -17 72.00 77.50 81.50 

 -18 71.50 77.00 81.00 

 -19 71.00 76.50 80.50 

 -20 70.50 76.00 80.00 

 *Other whole percentage levels may be elected.

 Notwithstanding any of the above, where the contingent annuitant 

is other than the employee's spouse, the actuarial value of the 

benefit payable to the employee as of the employee's actual 

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DELPHI RETIREMENT PROGRAM FOR SALARIED EMPLOYEES 

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retirement date must be more than 50% of the actuarial value of the 

benefit payable to the employee and their contingent annuitant. 

Section 7. Supplements

 (a) An employee who retires with benefits payable under Section 2 of this 

Article I (other than an employee (i) discharged for cause, (ii) hired on or 

after January 1, 1988, or (iii) referred to in Section 2(b)(2)(ii) of this 

Article I who retires voluntarily after age 55 but not age 60 and whose 

combined years of age and years of credited service at retirement total 

less than 85) or who retires with benefits payable under Section 4 of this 

Article I, and who retires within five years of the last day worked for the 

Corporation will receive, in addition to retirement benefits, certain 

supplements as set forth below: 

 (1) If the employee retires under Section 2 or 4 of this Article I with 30 

or more years of credited service at the date of retirement and such 

employee's date of hire was prior to January 1, 1988, such 

employee will be entitled to a monthly early retirement supplement 

until age 62 and one month in an amount which when added to the 

monthly retirement benefit under this Part A and any supplementary 

benefits under Part B, prior to reduction for survivor coverage, will 

equal the amount of total monthly benefit provided in the table set 

forth below, subject to subsequent provisions of this Section 7: 

Retires 

With Benefits 

Payable 

Commencing

Total Monthly Benefit Rate 

For Determining 

Monthly Early Retirement Supplement 

For Retirements With 

30 or More Years of Credited Service 

October 1, 2004 

and After 

 $2,875 

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 (2) If the employee retires voluntarily after age 55 with less than 

30 years of credited service, such employee will be entitled to a 

monthly interim supplement until age 62 and one month equal to 

the amount provided immediately below for each year of credited 

service that such employee had at the date of retirement, subject to 

subsections (b), (e), and (g) of this Section 7: 

Monthly Amount* and Effective Date of Interim Supplement 

Payable Prior to Age 62 and One Month 

for Each Year of Credited Service 

Age at 

Retirement

Retires With Benefits Payable Commencing 

On or After October 1, 2004

 55 

 56 

 57 

 58 

 59 

 60 

 61 

$ 

20.70 

24.45 

29.50 

34.60 

38.60 

44.70 

44.70 

 * Prorated for intermediate ages computed on the basis of the 

number of complete calendar months by which the employee is 

under the age attained at the employee's next birthday.

 This provision does not apply to an employee who has attained 

age 55 but not age 60 and whose combined years of age and years 

of credited service (to the nearest 1/12th in each case) at 

retirement total less than 85. 

 (3) Any interim supplement described above will be reduced by any 

supplementary benefits under Part B of this Program prior to 

reduction for survivor coverage. 

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 (b) The early retirement supplement under subsection (a)(1) of this Section 7 

for an employee who retires voluntarily will be calculated assuming that 

the basic benefit commences immediately after retirement, and such early 

retirement supplement and the interim supplement under subsection (a)(2) 

of this Section 7 will be reduced for any month prior to age 62 and 

one month for which the employee becomes or could have become 

eligible for a Social Security benefit, by an amount equal to the amount of 

the temporary benefit to which the employee would have been entitled if 

retired under Section 4 of this Article I. 

 (c) The early retirement supplement under subsection (a)(1) of this Section 7 

for an employee who retires under Section 4 of this Article I will be 

calculated on the assumption that the employee will receive a temporary 

benefit until age 62 and one month even if such temporary benefit is not 

received by the employee until such age because of earlier entitlement to 

Social Security benefits. 

 (d) The early retirement supplement under subsection (a)(1) of this Section 7 

for an employee who does not prevent the automatic election of the 

surviving spouse coverage provided under Section 5(a) of this Article I will 

be calculated on the basis of the monthly retirement benefit the employee 

would have received if the employee had prevented such automatic 

election. 

 (e) Any of the supplements will commence on the first day of the month 

coinciding with or next following the employee's first day of absence 

because of retirement and will be payable monthly until and including the 

first day of the month in which the employee (1) dies, (2) has the 

retirement benefit cease for any other reason, (3) is reemployed by the 

Corporation, or (4) attains age 62 and one month, whichever occurs first. 

 (f) If a retired employee (i) has been receiving disability retirement benefits 

under this Part A and has been receiving a supplement and, on the basis 

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DELPHI RETIREMENT PROGRAM FOR SALARIED EMPLOYEES 

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of medical evidence satisfactory to the Corporation, it is found that such 

employee is no longer totally and permanently disabled and credited 

service is reinstated, or (ii) is reemployed by the Corporation, such 

employee does not forfeit any right to receive a supplement if such 

employee retires under this Program. 

 (g) If the total of the employee's monthly benefits under this Part A and under 

the supplementary benefit provisions of Part B and the monthly early 

retirement supplement or interim supplement as computed above would 

exceed 70% of the employee's final base salary, such monthly supplement 

will be reduced to the extent required so that such monthly benefits plus 

the supplement will equal 70% of the employee's final base salary. 

 For this purpose, an employee's "final base salary" means the employee's 

highest monthly base salary rate during the last 60 months preceding the 

employee's last day of work prior to retirement. 

ARTICLE II 

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DELPHI RETIREMENT PROGRAM FOR SALARIED EMPLOYEES 

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CREDITED SERVICE 

(Applicable to Benefits Under Part A and 

Supplementary Benefits Under Part B) 

Section 1. General

 (a) For purposes of determining "credited service" as used in this Program, 

the word "employment" includes all employment prior to an employee's 

retirement, or termination of employment, whichever is earlier, whether on 

salary or hourly-rate, with Delphi or its directly or indirectly wholly-owned 

or substantially wholly-owned domestic or foreign subsidiaries in 

accordance with Section 414(b), (c), (m), (n), and (o), of the Code as 

specifically approved by the Corporation’s Board of Directors. 

 (b) Credited service, wherever used in this Program, will also include credited 

service recognized under the General Motors Retirement Program for 

Salaried Employees (“GM SRP”) for eligibility and benefits for employees 

who transitioned directly from GM to Delphi pursuant to the procedure 

agreed to by Delphi and GM for such transfers before January 1, 2002. 

 (c) For the purposes of this Program, credited service is generally considered 

automatically broken by a quit or discharge; provided that if, after a quit or 

discharge, an employee has been or is rehired, such employee's credited 

service will be reinstated as provided in Section 4(a) of this Article II. 

However, the period during which such employee is absent from service 

because of such quit or discharge will not be included in the calculation of 

the amount of credited service, unless the employee was or is absent from 

service at the request of, or with the approval of, the Corporation for the 

purpose of employment with a company affiliated with the Corporation 

and, upon termination of such employment with such affiliate, returns to 

the service of the Corporation as such employee's first employment 

following employment with the affiliate. 

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DELPHI RETIREMENT PROGRAM FOR SALARIED EMPLOYEES 

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 Notwithstanding the above, the credited service of an employee who has 

been rehired and who previously received a single-sum payment of 

deferred vested benefits in accordance with Section 2(g) of the General 

Provisions shall not be reinstated, except as required under Section 10 of 

this Article II. 

 (d) Credited service will be computed to the nearest full month and shall be 

the sum of the number of years (and months thereof) of (i) credited service 

prior to October 1, 1950, and (ii) credited service on or after October 1, 

1950. Provisions regarding credited service prior to October 1, 1950, are 

set forth in the General Motors Retirement Program for Salaried 

Employees as amended through October 1, 1984. 

Section 2. Credited Service Subsequent to October 1, 1950

 (a) Credited service consists of the number of years (to the nearest 1/12 

thereof) represented by: 

 (1) All periods of regular employment subsequent to October 1, 1950, 

for which an employee receives compensation. No credited service 

accrues for an employee classified as a Flexible Service employee 

except as provided in subsection (f) of this Section 2. 

 (2) All periods of absence prior to (i) an employee's retirement, or 

(ii) termination of employment, whichever is earlier, under a 

compensable Disability Leave of Absence, as defined in Section 8 

of this Article II. 

 (3) All periods of absence prior to (i) an employee's retirement, or 

(ii) termination of employment, whichever is earlier, under an 

approved Military Leave of Absence provided the employee is 

reemployed in accordance with the terms of such leave of absence. 

However, credited service cannot exceed four years, or such longer 

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DELPHI RETIREMENT PROGRAM FOR SALARIED EMPLOYEES 

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period during which the employee has reemployment rights 

pursuant to any Federal law, and provided, further, that the 

employee is reemployed in accordance with the terms of such 

leave of absence or, if reemployed by the Corporation at a location 

other than the location from which the leave was granted, within 

90 days from the date of discharge from the armed forces. 

 All periods of absence during any calendar year after 

December 31, 1967 and prior to an employee's retirement under a 

layoff or an approved noncompensable Disability Leave of Absence 

provided the employee receives compensation for periods totaling 

at least one month during such calendar year, and provided that if 

such layoff or Disability Leave of Absence commences in a 

calendar year after December 31, 1969 and continues after that 

year, credited service will be granted for each calendar month of 

such absence, (“bank credited service”) not to exceed 

eleven months of bank credited service for all such absence related 

to receipt of such compensation from the Corporation in the first 

year. For purposes of this subparagraph (a)(4) only, an employee 

who is laid off and whose first day of absence due to such layoff is 

the first regularly scheduled work day in January will be deemed to 

have been laid off on December 31 of the year in which the 

employee last worked. An employee who returns to work on or 

after October 1, 1979 and receives pay for a period of less than 

one month and who returns to such layoff or Disability Leave of 

Absence, will not be disqualified, solely because of the receipt of 

such pay, from receiving any such credit for which the employee 

otherwise would be eligible. 

 (b) An employee who is at work on or after March 1, 1982, and 

 (1) is laid off on or after March 1, 1982, and prior to June 1, 2001 and 

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DELPHI RETIREMENT PROGRAM FOR SALARIED EMPLOYEES 

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 (2) has 10 or more years of credited service at the time such layoff 

commences, and 

 (3) while on such layoff receives the maximum eleven months of 

credited service for absence due to layoff or Disability Leave of 

Absence in accordance with subparagraph (a)(4) above, and 

 (4) continues to be absent due to such layoff, 

 will be granted bank credited service for each additional month of such 

absence, not to exceed a maximum of twelve months of credit. 

 (c) For an employee who has at least five years of credited service: 

 (1) as of December 31, 1967 and who was absent under a layoff 

during any calendar year after December 31, 1955 and prior to 

January 1, 1963, or 

 (2) as of December 31, 1973 and who was absent under a layoff 

during any calendar year after December 31, 1950 and prior to 

January 1, 1956, or 

 (3) as of October 1, 1979 and who was absent under a layoff during 

any calendar year after December 31, 1962 and prior to January 1, 

1968, or 

 (4) as of October 1, 1984 and who was absent under a layoff during 

any calendar year after December 31, 1978 and prior to January 1, 

1984, or 

 (5) as of October 1, 1993 and who was absent under a layoff during 

any calendar year after December 31, 1973 and prior to January 1, 

1977, or 

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DELPHI RETIREMENT PROGRAM FOR SALARIED EMPLOYEES 

39 

 (6) as of October 1, 1996 who was absent under a layoff during any 

calendar year after December 31, 1983 and prior to January 1, 

1986, or 

 (7) as of October 1, 1999 who was absent under a layoff during any 

calendar year after December 31, 1978 and prior to January 1, 

1984, 

 credited service will be granted for each calendar month of such absence, 

not previously credited under this Section 2 during which such employee 

remained on layoff status and retained credited service, the amount of 

credited service to be granted per year being the months of such absence 

in such year multiplied by a percentage as set forth in the following table: 

 provided that the employee makes proper application. 

 (d) Credited Service includes all periods worked by a laid off employee who 

receives compensation and is classified as a regular employee-temporary 

assignment during the layoff period. The credited service received for the 

temporary assignment will be in lieu of any credited service otherwise 

Employee's Credited Service on 

December 31, 1967 in the Case of (1) Above 

or December 31, 1973 in the Case of (2) Above 

or October 1, 1979 in the Case of (3) Above 

or October 1, 1984 in the Case of (4) Above 

or October 1, 1993 in the Case of (5) Above 

or October 1, 1996 in the Case of (6) Above 

or October 1, 1999 in the Case of (7) Above 

% 

 20 years or more 

 15 years but less than 20 years 

 10 years but less than 15 years 

 5 years but less than 10 years 

 100 

 75 

 50 

 25 

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DELPHI RETIREMENT PROGRAM FOR SALARIED EMPLOYEES 

40 

creditable for the same period by reason of the employee’s last layoff from 

a regular job assignment. 

 (e) Credited Service includes all periods on an approved leave of absence as 

provided for in certain collective bargaining agreements pursuant to policy 

and rules that may be established by the Corporation. 

 (f) Credited Service includes all hours worked and compensated while 

classified as a Flexible Service employee on and after August 7, 1984, 

except that no credited service will accrue prior to the later of: 

 (1) one year of employment, or 

 (2) attainment of age 21 (age 25 prior to October 1, 1985). 

 Credited service during Flexible Service employment will be based on 

compensated hours worked and will accumulate only if the employee 

works 750 or more hours during the calendar year, as follows: 

Compensated Hours 

Equivalent Months 

of Credited Service 

 Less than 750 

 750 but less than 895 

 895 but less than 1040 

 1040 but less than 1185 

 1185 but less than 1330 

 1330 but less than 1475 

 1475 but less than 1615 

 1615 or more 

None 

 6 

 7 

 8 

 9 

 10 

 11 

 12 

 (g) Notwithstanding any other section of this Article II, in the case of an 

employee who retires after January 1, 1999, the employee's credited 

service for the period before January 1, 1966 will not be less than the 

employee's length of service as of December 31, 1965. 

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DELPHI RETIREMENT PROGRAM FOR SALARIED EMPLOYEES 

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Section 3. Loss of Credited Service

 Subject to the provisions of Section 10 of Article II of this Part A and Article III of 

this Part A, unless otherwise provided by the Named Fiduciary or its delegate, 

credited service will be broken, and all prior credited service will be lost, 

notwithstanding the provisions of Sections 1 and 2 above, if the employee: 

 (a) Quits, 

 (b) Is discharged for cause, 

 (c) Is paid a separation allowance because of refusal to accept a salaried 

position or an hourly-rate job in accordance with Corporation policy, 

 (d) Is laid off or is given an approved leave of absence (excluding Military and 

compensable Disability Leave of Absence) if the period of continuous 

absence is one year or more and is equal to or in excess of the 

employee's credited service prior to such layoff or approved leave of 

absence, 

 (e) Fails to report for work in accordance with the terms of a Military or 

compensable Disability Leave of Absence, 

 (f) Is given a final release or a mutually satisfactory release, or 

 (g) Is separated under any classification other than those specifically covered 

above. 

 For the purposes of this Section 3, credited service will not be broken and prior 

credited service will not be lost as a result of any separation if the period 

following immediately thereafter is a period during which compensation by the 

Corporation or its directly or indirectly wholly-owned or substantially 

wholly-owned domestic or foreign subsidiaries was on a commission basis and 

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DELPHI RETIREMENT PROGRAM FOR SALARIED EMPLOYEES 

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such period is followed immediately thereafter by salaried or hourly-rate 

employment. 

Section 4. Reinstatement of Credited Service

 (a) Any employee who loses credited service under the provisions of 

Section 3 immediately above and is later reemployed by the Corporation 

will have such credited service reinstated upon making proper application. 

 (b) Any employee retired under the total and permanent disability provisions 

of this Program who subsequently is deemed recovered and whose 

disability benefit then ceases will have reinstated the credited service the 

employee had at the time of disability retirement, provided the employee is 

reemployed, or is granted a leave of absence or otherwise given the 

status of an inactive employee, by the Corporation. 

 (c) Any employee retired under the provisions of this Program, except total 

and permanent disability retirement, who subsequently is reemployed by 

the Corporation or one of its directly or indirectly wholly-owned or 

substantially wholly-owned subsidiaries will have reinstated the credited 

service the employee had at the time of retirement. 

 (d) If a former employee who is entitled to a deferred retirement benefit under 

Part A and, if applicable, a deferred supplementary retirement benefit 

under Part B (or a deferred pension under the Delphi Hourly-Rate 

Employees Pension Plan) is reemployed by the Corporation prior to the 

commencement of such deferred retirement benefits, such employee will, 

upon making proper application, have reinstated, in lieu of such deferred 

retirement benefits, the credited service lost at the time the employee 

became entitled to such deferred retirement benefits; provided that if an 

employee with 10 or more years of credited service: 

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DELPHI RETIREMENT PROGRAM FOR SALARIED EMPLOYEES 

43 

 (1) is reemployed by, and works for, the Corporation within 36 months 

of the date the employee lost credited service under Section 3 of 

this Article II, and 

 (2) becomes disabled while employed by the Corporation for less than 

5 months, and such disability is continuous for a period of 5 months 

during which the employee makes proper application and submits 

medical evidence satisfactory to the Corporation of total and 

permanent disability, 

 such employee will be deemed eligible for a disability retirement benefit 

under Section 4 of Article I of this Part A and such benefit will be payable 

pursuant to Section 2 of the General Provisions of this Program, as though 

such employee had been an employee throughout such disability period. 

Section 5. Credited Service of Employees Formerly on the Hourly Roll

 Any employee transferred from the hourly roll to the salary roll, or hired as a 

salaried employee following the loss of credited service as an hourly-rate 

employee, will, upon making proper application, receive credit to the nearest 

1/10th of a year for credited service as recognized under the Delphi Hourly-Rate 

Employees Pension Plan. Employment while covered under The GM Special 

Pension Plan (for former “Frigidaire” employees) will not be credited, except for 

an employee with seniority on March 1, 1988, who has not received a cash 

payment representing such employee's accrued benefit under The GM Special 

Pension Plan. 

Section 6. Service With a Foreign Subsidiary

 An employee whose employment as an hourly or salaried employee with a 

directly or indirectly wholly-owned or substantially wholly-owned foreign 

subsidiary of the Corporation has been terminated by the foreign subsidiary other 

than by retirement, as a result of a transfer by the Corporation to its domestic 

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DELPHI RETIREMENT PROGRAM FOR SALARIED EMPLOYEES 

44 

operations that are covered under the Program, and such transfer was effective 

prior to September 30, 2008, will be granted credited service under this Program 

for any periods of active service with such foreign subsidiary or, if greater, the 

amount of service credited to such employee under any pension or retirement 

plan of the foreign subsidiary at the time of such employee's termination, , 

provided such service was prior to such employee's most recent period of active 

service credited under this Program. 

 Any monthly Part A benefits or supplementary benefits under Part B payable 

under this Program to a retired employee who has received credited service 

under this Section 6 will be reduced by an amount equivalent to the total of any 

monthly benefits (or lump-sum payment) that could be payable to such employee 

under any other retirement plan to which the foreign subsidiary has contributed, 

excluding, however, any retirement benefits or portion purchased by employee 

contributions. Any survivor benefits payable under this Program to a survivor of 

such an employee will be subject to similar reduction by monthly survivor benefits 

payable under any other plan to which the foreign subsidiary has contributed. 

This Article II, Section 6 to the contrary notwithstanding, an employee with a 

length of service date on or after January 1, 2001 who has employment as an 

hourly or salaried employee with a directly or indirectly wholly owned or 

substantially wholly owned foreign subsidiary of the Corporation will have 

benefits as provided under Part C of the Program, unreduced by any monthly 

benefits that could be payable to such employee under any other retirement plan 

to which the foreign subsidiary has contributed. 

Section 7. No Duplication of Credited Service

 There will be no duplication of credited service and no more than a year's credit 

will be given for any calendar year except as otherwise provided in 

Section 11 of this Article II with respect to asbestos service. 

Section 8. Compensable Disability Leave of Absence

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DELPHI RETIREMENT PROGRAM FOR SALARIED EMPLOYEES 

45 

 The term "compensable Disability Leave of Absence" means an absence from 

work because of occupational injury or disease incurred in the course of 

employment, and on account of which absence the employee receives Workers 

Compensation while on an approved leave of absence. 

Section 9. Temporary Employment

 A regular employee, with periods of temporary or part-time -- less than 

half-time -- employment prior to the date last worked as a regular employee, will 

be granted credited service for actual time paid while working on any temporary 

employment immediately preceding regular employment. 

Section 10. Hours, Years and Breaks in Service to Comply With 

ERISA 

 (a) An employee who breaks credited service who would be eligible for a 

deferred benefit under Article III of this Part A, except solely for the fact 

that the employee does not have at least 5 years of credited service under 

the Program, will be eligible for a deferred benefit under the provisions of 

Article III of this Part A, if at the time the employee breaks credited 

service, such employee has 5 years of service as determined under this 

Section 10. 

 (b) The monthly amount of any such deferred benefit will be based solely on 

the credited service that the employee had under the Program when the 

employee broke credited service. 

 (c) No employee will be covered under this Section 10 until such employee 

(i) attains age 21, or (ii) completes one year of service under this 

Section 10, whichever is later. Rehired employees participate 

immediately. 

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DELPHI RETIREMENT PROGRAM FOR SALARIED EMPLOYEES 

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 (d) An employee completes one year of service when such employee 

completes 750 hours of service in the 12 consecutive month period 

beginning with the employee's employment commencement date. If an 

employee fails to complete 750 hours of service in such period, such 

employee will complete one year of service in the first 12 consecutive 

month period in which the employee completes 750 hours of service, 

measured from each succeeding anniversary of the employment 

commencement date. Thereafter, an employee will complete one year of 

service during each 12 consecutive month period in which such employee 

completes 750 hours of service, measured from the anniversary of the 

employment commencement date. A year of service under this 

Section 10 includes service (i) with affiliated group members accrued 

subsequent to acquisition, (ii) rendered to the Corporation as a former 

leased employee (but only upon employee application with substantiation 

of such service satisfactory to the Corporation), and (iii) rendered to the 

Corporation as an hourly-rate employee in accordance with 

Section 414(b), (c), (m), (n), and (o) of the Code. 

 (e) An employee who satisfies the eligibility requirements of Section 10(c), 

and who is otherwise entitled to participate in the Program, will commence 

participation under this Program if the employee satisfied such 

requirements (i) between April 1 and September 30, on the first day of the 

plan year beginning after the date on which such requirements are 

satisfied, or (ii) between October 1 and March 31, on the first day of the 

plan year that includes the date such requirements are satisfied, but in no 

event will any employee participate if such employee breaks length of 

service prior to such commencement date. 

 (f) An employee completes an hour of service under this Section 10 for each 

hour paid by the Corporation for working or for having been entitled to 

work. Any hours for which an employee receives pay for having been 

entitled to work, irrespective of mitigation of damages, will be credited to 

the period or periods so entitled, rather than to the period in which such 

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DELPHI RETIREMENT PROGRAM FOR SALARIED EMPLOYEES 

47 

pay is received. There will be no duplication of any hours of service under 

this Section 10. 

 (g) To determine years of service for vesting under this Program, all of the 

employee's years of service will be taken into account except the 

following: (i) years of service before age 18 (age 22 prior to October 1, 

1985); (ii) years of service before January 1, 1971, unless the employee 

has at least 3 years of service after December 31, 1970; (iii) years of 

service prior to any one-year break in service as defined herein, until the 

employee completes a year of service after such break; (iv) for non-vested 

participants under this Section 10, years of service prior to any one-year 

break in service if the number of such consecutive breaks equals or 

exceeds the aggregate number of years of service prior to such break, for 

a non-vested participant at work on or after October 1, 1985, years of 

service prior to any one-year break in service if the number of such 

consecutive breaks equals or exceeds the greater of five, or the aggregate 

number of years prior to such break (such aggregate number of years of 

service before such break will not include any years of service not 

required to be taken into account under this Section 10 by reason of any 

prior break in service); (v) years of service before October 1, 1976, if such 

service would have been disregarded under rules of the Program as in 

effect on October 1, 1976, regarding breaks of service; and (vi) any year in 

which the employee completes less than 750 hours of service. 

 (h) An employee incurs a one-year break in service under this Section 10 in 

any 12 consecutive month period during which the employee does not 

complete more than 375 hours of service, measured from the anniversary 

of the employment commencement date. To determine whether an 

employee has incurred a one-year break in service, in addition to hours 

worked which are paid by the Corporation, any hours which an employee 

does not work but for which such employee is paid by the Corporation for 

vacation, sickness or disability, or is entitled to be so paid, will be taken 

into consideration. For any absence from work commencing on or after 

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October 1, 1985 by reason of pregnancy of the individual, childbirth, 

placement of a child related to an adoption, or for child care purposes 

immediately following such birth or placement or for any absence from 

work commencing on or after October 1, 1993 for which the employee is 

entitled to a leave under the Family and Medical Leave Act of 1993, the 

employee will be credited with the hours of work for which the employee 

otherwise would have been scheduled, or, if unable to determine such 

scheduled hours, 8 hours for each work day of such absence, not to 

exceed a total of 501 hours for any such absence. Such hours will be 

credited in the year in which the absence commences if necessary to 

prevent incurring a one-year break in service, otherwise such hours will be 

credited in the immediately following year. 

 (i) Notwithstanding any of the foregoing provisions of this Section 10, 

effective March 1, 1998, an employee will be credited with 95 hours of 

service for each semi-monthly pay period in which the employee works 

and is compensated at any time during each such semi-monthly pay 

period. Such service will be counted solely for eligibility for a deferred 

benefit as described in (a) immediately above. 

Section 11. Asbestos Service

 An employee with credited service who at retirement has over 10 years of 

credited service which was accrued while employed in certain salaried positions 

in specified asbestos operations as set forth in Appendix A will receive additional 

credited service for purposes of this Part A. Total credited service for any such 

employee will be the sum of (i) credited service otherwise credited to the 

employee, and (ii) any such additional credited service in accordance with the 

following table: 

Years of Credited Service Additional 

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Credited on Asbestos Jobs Credited Service 

 For years 1 through 10 

 For 10 years, 1 month through 25 

 For years over 25 

 0 

 33-1/3% 

 20% 

Such additional credited service will be accrued when earned and in no event will 

any such additional credited service be provided pursuant to this section which 

would result in duplication of such service. 

Section 12. Service of Employees Transferred From 

 Electronic Data Systems, 

 Hughes Electronics Corporation or 

 Domestic Subsidiaries Within the Delphi Control 

 Group 

 The service accrued at Electronic Data Systems, Hughes Electronics Corporation 

or domestic subsidiaries within the Delphi Control Group by an employee who 

has been transferred to Delphi from either subsidiary while either subsidiary was 

within the Delphi control group of companies, or a domestic subsidiary while such 

subsidiary was within the Delphi Control Group will be used as service in the 

determination of such employee’s eligibility to retire under this Program. The 

actual benefit payable to any such employee under this Program will be based 

solely on the credited service the employee has accrued under the previous 

sections of this Article II. 

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ARTICLE III 

RETENTION OF DEFERRED RETIREMENT BENEFIT IF SEPARATED

 (a) Any employee who loses accumulated credited service under the 

provisions of Article II of this Part A is eligible for a deferred retirement 

benefit under this Part A if such employee is not retired and eligible for 

benefits pursuant to Article I of this Part A, and provided the credited 

service of such employee at separation is at least 5 years, or such 

employee satisfies the service requirements of Section 10 of Article II of 

this Part A, or such employee has attained the Normal Retirement Age as 

defined in Section 1(f) of the General Provisions. 

(b) The monthly amount of any deferred retirement benefit will be a basic 

benefit for each year of credited service, determined by the employee's 

Benefit Class Code as set forth in Section 1(c) of Article I of this Part A 

when such employee lost credited service, as set forth in the table 

immediately following: 

Date of Loss 

of 

Credited Service 

Benefit 

Class 

Code 

Basic 

Benefit 

Rate 

October 1, 2004 

and After 

A 

B 

C 

D 

48.80 

49.05 

49.30 

49.55 

 (c) A former employee who is eligible for a deferred retirement benefit may at 

the election of such former employee receive either 

 (1) a monthly benefit commencing at age 65 in accordance with 

subsection (b) above, or 

 (2) a monthly benefit commencing after age 55 and prior to age 65 in 

accordance with subsection (b) above, multiplied by a percentage 

as set forth in the following table: 

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Age When 

Benefit Commences Percentage* 

55 

 

 42.8 

56 46.8 

57 51.2 

58 55.5 

59 59.6 

60 64.0 

61 71.2 

62 78.4 

63 85.6 

64 92.8 

65 100.0 

 * Prorated for intermediate ages computed on the basis 

of the number of complete calendar months by which 

the employee is under the age attained at the 

employee's next birthday. 

 (3) a monthly benefit commencing prior to age 55 in accordance with 

(b) above, multiplied by a percentage as set forth in the following 

table: 

Age When 

Benefit Commences Percentage* 

25 

 

 3.5 

30 5.1 

35 7.5 

40 11.0 

45 16.4 

50 24.8 

51 27.0 

52 29.4 

53 32.1 

54 35.0 

 * Actuarial reduction factors for ages not shown will be 

 calculated on the same basis as the factors shown. 

 (4) Notwithstanding the foregoing, the monthly deferred retirement 

benefit for a former employee who participated in a Corporation 

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approved Career Transition Program with 20 or more years’ 

credited service will be payable on an unreduced basis at or after 

age 60 upon application for such benefit at or after age 60. For any 

such former employee who elects to commence the monthly 

deferred retirement benefit between ages 55 and 60, the benefit will 

be calculated from the age 65 benefit in accordance with the table 

set forth in (c)(2) above and, if elected to commence prior to age 

55, the benefit will be calculated in accordance with the table set 

forth in (c)(3) immediately above. 

 (d) The deferred retirement benefit will be payable commencing the first day 

of the month coinciding with or next following the employee's attainment of 

age 65 or, if earlier, the first day of the month following the month in which 

the Corporation receives a request from such former employee with such 

benefit determined in accordance with subsections (c)(2) or (c)(3) of this 

Article III; provided that such request is valid and effective only if it is filed 

with the Corporation not more than 180 days and not less than 30 days 

prior to commencement of such benefit. For any such employee who 

broke credited service prior to October 1, 1976, the deferred retirement 

benefit shall not be payable at any time prior to the first of the month 

following the month in which the Corporation receives a request from such 

former employee to commence such benefit. 

 (e) The amount of any monthly retirement benefit otherwise payable to a 

former employee eligible for a deferred retirement benefit will be reduced 

by the value of any past and future benefits paid or payable to any 

alternate payee(s) under a QDRO. 

 The actuarial value will be used to determine any amount of benefits paid 

or payable to any such payee(s), if applicable, and the remaining benefit 

entitlement of the employee. 

PART B -- CONTRIBUTORY BENEFITS 

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The benefits described in this Part B are not applicable to credited service accrued on 

or after January 1, 2001 for any employee whose length of service date is after 

December 31, 2000. 

ARTICLE I 

PROVISIONS RELATING TO PRIMARY BENEFITS 

AND SUPPLEMENTARY BENEFITS

Section 1. Eligibility Requirements

 (a) For Primary Benefits

 Each salaried employee will be eligible to commence contributing under 

Part B on the first day of any month provided that at the time such 

employee commences to contribute all of the following conditions are met: 

 (1) Such employee has reached age 21; and 

 (2) Such employee has at least six months of continuous service; and 

 (3) Such employee's base salary rate is greater than $4,200, per 

month effective January 1, 2008. 

 For purposes of this Section if, after termination of employment, an 

employee is rehired, such employee will immediately be eligible to 

contribute if such employee had at least six months of continuous service 

prior to termination of employment and meets the current age and salary 

requirements. 

 (b) For Supplementary Benefits

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 (1) An employee who has 5 or more years of credited service as 

determined under Article II of Part A, or an employee who satisfies 

the "service" requirements of Section 10 of Article II of Part A, or an 

employee retired as a normal retirement on or after October 1, 

2004 and in any case is eligible to receive benefits under Part A, 

will be entitled to receive supplementary benefits under this Part B, 

if otherwise eligible based upon such employee's average monthly 

base salary, for the following periods: 

 (i) any period of credited service prior to October 1, 1950, 

provided that on and after October 1, 1950 the employee 

contributes at all times while eligible and does not withdraw 

contributions prior to termination of employment; 

 (ii) the continuous period of credited service during which the 

employee contributes under Part B at all times while eligible 

to do so and does not withdraw contributions prior to 

termination of employment; and 

 (iii) any period, not credited under (i) or (ii) immediately above, 

prior to the earliest date on which the employee was eligible 

to contribute or age 30, if later, provided that such period 

does not exceed the number of years and fractions credited 

under (ii) above. 

 (2) For the purpose of making the computation described in 

paragraph (1) immediately above, if the employee: 

 (i) failed to contribute (aa) while temporarily absent and 

receiving salary at a reduced rate, or (bb) for a period of 

absence during which contributions are permitted under 

Section 4 of Article II of this Part B, or (cc) while under 

age 30, such employee will not be considered to have 

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broken the continuous period during which such employee 

contributed while eligible; 

 (ii) withdrew contributions while on layoff which did not result in 

loss of credited service prior to such layoff, such employee 

will not be considered to have withdrawn contributions prior 

to termination of employment; and 

 (iii) withdrew contributions under this Program, or any other 

retirement plan maintained by a foreign subsidiary, while 

employed by any wholly-owned or substantially 

wholly-owned subsidiary whose employees are excluded 

from participation under this Program, the employee will 

forfeit any monthly Part B benefits for which such employee 

otherwise would have been eligible at retirement except as 

provided under Article II, Section 1(a)(2) of this Part B. 

Section 2. Retirement Benefits

 (a) Retirement At or After Age 65

 Retirement benefits, if any, under Part B for an employee who retires at or 

after age 65 will commence on the first day of the month coinciding with or 

next following the employee's first day of absence because of retirement. 

 (1) Primary Benefits

 The annual rate of primary retirement benefits payable after 

retirement under Part B at age 65 or after will be equal to the sum 

of: 

 (i) 60% of the total of the employee's own contributions made 

prior to July 1, 1977; 

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 (ii) 75% of the total of such contributions made on and after 

July 1, 1977 and prior to October 1, 1979; and 

 (iii) 100% of the total of such contributions made on and after 

October 1, 1979. 

 (2) Supplementary Benefits

 The monthly supplementary retirement benefits will be 1% of the 

employee's average monthly base salary in excess of the amount 

indicated below times the number of years and months of the 

employee's credited service, as determined under Article II of 

Part A, or as may be adjusted under Section 1(b) above: 

Retires With 

Benefits Payable 

Commencing 

Part B Supplementary Benefit 

Based on Average Monthly Base Salary

In Excess Of: 

 October 1, 2004 

 and After $4,745.00 

 (b) Retirement Between Ages 60 and 65

 (1) If an employee retires voluntarily at or after age 62 and prior to 

age 65, there will be payable any primary and supplementary 

benefits to which the employee may be entitled on account of 

service rendered up to the date of retirement commencing on the 

first day of the month coinciding with or next following the 

employee’s first day of absence because of retirement or the 

employee may elect to receive either the primary benefit or 

supplementary benefit, or both, on a reduced basis commencing on 

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the first day of any month coinciding with or following such 

employee's first day of absence because of retirement and prior to 

age 62, with such reduction as set forth in the table in Part A, 

Article I, Section 2(b)(2)(i). 

 (2) An employee discharged for cause at or after age 60 and prior to 

age 65 will be entitled to the benefits described in Section 2(b)(1) 

above. 

 (c) Retirement Prior to Age 60 Other Than for 

 Total and Permanent Disability

 (1) If an employee who has 10 or more years of credited service retires 

voluntarily (i) at or after age 55 and prior to age 60 and whose 

combined years of age and years of credited service (to the nearest 

1/12th in each case) at retirement total 85 or more, or (ii) prior to 

age 55 with 30 or more years of credited service, and in either case 

was hired prior to January 1, 1988, the employee will be entitled to 

primary and supplementary retirement benefits on account of 

service rendered up to the date of retirement commencing on the 

first day of the month coinciding with or next following the 

employee's attainment of age 62, or the employee may elect to 

receive either the primary benefit or supplementary benefit, or both, 

commencing on the first day of any month coinciding with or 

following such employee's first day of absence because of 

retirement and prior to age 62 in which case any benefits will be 

reduced from the amount that would otherwise be payable 

commencing at age 62 multiplied by a percentage as set forth in 

the table in Part A, Article I, Section 2(b)(2)(i). 

 (2) If an employee who has 10 or more years of credited service retires 

voluntarily at or after age 55 and prior to age 60 and (i) whose 

combined years of age and years of credited service (to the nearest 

1/12th in each case) at retirement total less than 85, or (ii) who was 

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hired on or after January 1, 1988, the employee will be entitled to 

primary and supplementary retirement benefits on account of 

service rendered up to the date of retirement commencing on the 

first day of the month coinciding with or next following such 

employee's attainment of age 65, or the employee may elect to 

receive either the primary benefit or supplementary benefit, or both, 

commencing on the first day of any month coinciding with or 

following such employee's first day of absence because of 

retirement and prior to age 65 in which case any benefits will be 

reduced from the amount that otherwise would be payable 

commencing at age 65 multiplied by a percentage as set forth in 

the table in Part A, Article I, Section 2(b)(2)(ii). 

 (3) An employee (i) who has 10 or more years of credited service and 

who is discharged for cause at or after age 55 and prior to age 60, 

or (ii) who has 30 or more years of credited service, was hired prior 

to January 1, 1988, and who is discharged for cause prior to 

age 55, will be entitled to the benefits described in Sections 2(c)(1) 

or 2(c)(2) above, whichever is applicable. 

 (d) Retirement Prior to Age 65 for Total and Permanent Disability

 If an employee is retired prior to age 65 for total and permanent disability 

and commences to receive total and permanent disability benefits under 

Part A, any supplementary benefits to which the employee may be entitled 

on account of service rendered up to the date of retirement which are 

payable at age 65 will be payable commencing at the same time as 

benefits payable under Part A without reduction in amount because of 

such earlier commencement. Any primary benefits to which the employee 

may be similarly entitled and which are payable at age 65 will be payable 

commencing on the first day of the month with respect to which the initial 

benefit payment is made under Part A without reduction in amount 

because of such earlier commencement. 

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 (e) Reemployment

 If a retired employee who is receiving retirement benefits is reemployed by 

the Corporation or one of its directly or indirectly wholly-owned or 

substantially wholly-owned domestic or foreign subsidiaries, payment of 

such retired employee's Part B benefits will cease and such retired 

employee will be treated for the purposes of this Program as though not 

previously retired, except that: 

 (1) for the purpose of (aa) the death benefit provisions of 

Section 5(c)(4) and 6(a)(1) of this Article I, and (bb) the provisions 

of Section 1(a)(2) of Article II of this Part B relating to the return of 

an employee's contributions, and solely with respect to the 

employee's contributions made prior to the date primary benefits 

commenced because of retirement, no interest will be credited on 

the employee's contributions for the period during which the 

employee received such primary benefits and upon reemployment 

the employee's contributions will be deemed to have been reduced 

by the amount of such primary benefits (but with such reduction not 

to exceed the amount of the employee's contributions plus interest); 

and 

 (2) the amount of any death benefit otherwise subsequently payable 

under Section 6(a)(2) of this Article I will be reduced by an amount 

equal to the amount of reduction specified in the preceding item (1). 

Section 3. Employee Contributions 

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 (a) Each employee participating in Part B for primary benefits will contribute 

1.25% of the amount of monthly base salary in excess of $4,200 effective 

January 1, 2008. 

 (b) An employee may accrue Part B primary benefits for no more than 

35 years under this Program and the GM SRP. However, an otherwise 

eligible employee who remains at work for Delphi after contributing for 

35 years, may continue to contribute, while otherwise eligible to do so, 

except that the employee's contributions made in the earliest months of 

Program participation, commencing with the first month of participation 

and continuing sequentially thereafter, will be used to reduce, on a 

dollar-for-dollar basis, the gross amount of each current monthly 

contribution that otherwise might be made, as determined by the 

employee's most recent monthly base salary. The full amount of all such 

prior contributions used in any such reduction will be used to determine 

the employee's monthly amount of Part B primary benefits, but at the 

updated Part B benefit accrual rate. The overall effect of this treatment is 

to limit to 35 years the period in which any employee may accrue Part B 

primary benefits, but to maximize the monthly Part B primary benefit 

generated by such contributions. 

 (c) An employee may continue to contribute from the date first eligible until 

such employee (1) ceases to be eligible, or (2) retires, any provisions of 

the preceding paragraph to the contrary notwithstanding. An employee 

may withdraw any or all of the employee’s Part B contributions at anytime 

and for any reason by submitting a form approval by the Corporation. 

 (d) If an employee withdraws contributions, such employee will not be entitled 

to any primary retirement benefits under Part B with respect to any period 

of service prior to the date of such withdrawal of contributions, except as 

otherwise provided in Sections 1(a)(1) and (2) and 2(c)(2) of Article II of 

this Part B, or in subsections (e) and (g) of this Section 3. 

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 (e) If an employee with 5 or more years of credited service, as determined 

under Article II of Part A, withdraws contributions, such employee will be 

entitled to receive future benefits in an amount not less than the benefits 

which are attributable to the Corporation's contributions made up to the 

time of such withdrawal of contributions. 

 (f) If an employee withdraws contributions, such employee will not be entitled 

to make any additional withdrawal of contributions for a period of 

two years from the date of such withdrawal of contributions. 

 (g) In the event an employee withdraws contributions such employee will not 

have any right to repay the amount withdrawn. Such employee, if vested, 

will be entitled to a Corporation provided benefit which will not be less than 

an amount determined under (i) Article III of Part A, and (ii) this Part B, 

less an amount attributable to the employee contributions withdrawn, as 

may be determined in accordance with applicable Treasury regulations. 

 (h) An employee who does not elect to make Part B contributions when first 

eligible and who subsequently elects to contribute may only make such 

contributions prospectively. 

Section 4. Optional Forms of Retirement Benefits 

 (a) Surviving Spouse Coverage

 In lieu of any primary or supplementary benefits payable an employee who 

retires or who loses credited service and is eligible for a deferred 

retirement benefit pursuant to the provisions of Articles II or III of this 

Part B, will be deemed to have elected automatically a reduced amount of 

primary and/or supplementary benefits to provide surviving spouse 

coverage in accordance with the provisions of Part A, Article I, 

Section 5(a) through (g). An employee may prevent this automatic 

election during the 180-day period prior to the effective date by executing 

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a specific written rejection of such election, which includes the written 

consent of the employee's spouse that acknowledges the effect of the 

rejection and that is witnessed by a notary public, on a form approved by 

the Corporation and filing it with the Corporation. An employee may 

revoke a written rejection of this automatic election, without the consent of 

the spouse, at any time prior to payment of benefits. 

 (b) Joint and Survivor Option

 Under this option, any person may be designated by the employee as the 

contingent annuitant. The amount of monthly benefits payable to such 

contingent annuitant if such contingent annuitant is living at the death of 

the employee will equal any designated percentage, up to a maximum of 

100%, of that portion of the employee's reduced monthly benefits (which 

are in lieu of benefits otherwise payable as primary benefits, 

supplementary benefits, or both, as the case may be) as to which the 

coverage is elected. Benefits will be provided in accordance with the 

provisions of Part A, Article I, Section 6. 

 (c) Employee Death prior to retirement 

 The surviving spouse of an employee who: 

 (1) dies on or after attaining age 55 with 10 or more years of credited 

service, or at any age with 30 or more years of credited service and 

the employee's date of hire was prior to January 1, 1988, but before 

the first day of the month coinciding with or next following the first 

day of absence because of retirement (or, if later, the 

commencement date of the monthly basic benefit in the case of an 

employee who defers the receipt of the monthly benefit under 

Part A, Article I, Section 2(b)(2)); and 

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 (2) if the employee had retired on the date of death, would have been 

eligible for the coverage under Part A, Article I, Section 5(a); and 

 (3) is not covered by this Article I, Section 5 will be entitled to 

any primary or supplementary benefits otherwise payable in 

accordance with the provisions of Part A, Article I, Section 5(h). 

Section 5. Benefits for Surviving Spouse In Event 

 of an Employee's Death Prior to Retirement 

 (a) Election of Coverage

 An employee who is participating for primary benefits under this Part B will 

be deemed to have automatically elected, subject to all the conditions 

thereof, to provide, in the event of an employee's death prior to retirement, 

a monthly benefit for the lifetime of the employee's designated surviving 

spouse. 

 (b) Benefits Payable

 (1) The monthly benefit payable to such spouse following the 

employee's death while this coverage is, or is assumed to be, in 

effect will be an amount equal to 65% of the employee's accrued 

primary and supplementary benefits under Part B for service 

rendered up to the date of death which would otherwise have been 

payable under this Part B upon retirement of the employee at 

age 65. The65% will be increased by one-quarter of one percent 

(1/4%) for each 12 months in excess of five (5) years that the 

spouse's age exceeds the employee's age or decreased by 

one-quarter of one percent (1/4%) for each 12 months in excess of 

five (5) years that the spouse's age is less than the employee's 

age. 

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 (c) General Provisions

 (1) Payment of the monthly benefit to the surviving spouse following an 

employee's death will be in lieu of any death benefits otherwise 

payable to such spouse under Part B. 

 (2) The benefit payable to an eligible surviving spouse under 

subsection (b) of this Section 5 will include a benefit related to the 

employee's accrued supplementary benefit even though the 

employee's credited service is less than 5 years on the date of 

death. 

 (3) Payment of the monthly benefit to the surviving spouse following 

the employee's death while this coverage is in effect will commence 

on the first day of the month following the month in which the death 

of the employee occurs and will continue during the lifetime of such 

surviving spouse. 

 (4) Upon the death of the designated surviving spouse following the 

employee's death while this coverage was in effect, there will be 

paid to the beneficiary designated by the employee (or, if the 

employee has designated no beneficiary, to the estate of such 

spouse) an amount equal to the excess, if any, of (i) all of the 

employee's contributions under Part B plus interest to the date of 

the employee's death over (ii) the total of any amounts paid to such 

spouse under this coverage. 

 (5) No additional contributions under Part B will be required of an 

employee by reason of this coverage. 

 (d) Effective Date of Coverage

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65 

 This coverage will be effective the first day of the month coinciding with 

the employee's commencement of participation in Part B, except that in 

the case of an employee who marries or remarries subsequent to age 21, 

the effective date of the coverage with respect to the spouse by such 

marriage or remarriage will be one-year anniversary of such marriage or 

remarriage. 

 (e) Duration of Coverage

 Once the coverage becomes effective, it will remain in effect (and benefits 

will become payable thereunder to the designated surviving spouse in the 

event of the employee's death) up to but excluding the earliest of the 

following dates: 

 (1) the date of the final dissolution of the employee's marriage other 

than by the employee's death, unless a QDRO provides to the 

contrary; 

 (2) the first day of the month coinciding with or next following the 

employee's first day of absence because of retirement, except that 

in the case of an employee who retires for total and permanent 

disability with less than 30 years of credited service, the coverage 

may remain in effect until the first day of the month coinciding with 

or next following the employee's attainment of age 55; or 

 (3) the first day of the month coinciding with or next following 

12 successive months from the effective date of layoff which 

occurred prior to June 1, 2001, special leave of absence without 

pay or transfer to the hourly rolls, except that in the case of an 

employee who has 10 or more years of credited service, the 

coverage may remain in effect until the first day of the month 

coinciding with or next following 24 successive months from such 

effective date. 

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 (f) Alternative Coverage

 In the event the coverage described in this Section 5 ceases to be 

effective, and the employee has 5 or more years of credited service, or 

satisfies the "service" requirements of Section 10 of Article II of Part A, 

survivor coverage as described in Part A, Article I, Section 5(j) is provided 

with respect to any accrued Part B benefits. 

Section 6. Death Benefits

 (a) Upon the death of the employee or, if later, the death of any contingent 

annuitant designated by the employee if either of the coverages provided 

under Section 4 of this Article I has become effective with respect to 

primary benefits otherwise payable under this Part B, an amount, if any, 

will be paid to the beneficiary designated by the employee or, if the 

employee has designated no beneficiary, to the estate of such employee, 

determined in accordance with the following items (1) or (2), whichever is 

applicable: 

 (1) Death of the Employee Prior to Retirement -- an amount equal to 

the excess of (i) all of the employee's contributions plus interest to 

the date of the employee's death over (ii) the sum of all payments, if 

any, made to the employee, to any such designated contingent 

annuitant of benefits under either of such coverages which are in 

lieu of primary benefits otherwise payable under this Part B, and to 

any alternate payee subject to a QDRO. 

 (2) Death of the Employee At or After Retirement -- an amount 

equal to the greater of: 

 (i) the total of 

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 (aa) 125% of the employee's contributions made prior to 

July 1, 1971 under Section 3 of Article I of this Part B 

(or, if greater, 30 times the amount of monthly primary 

retirement benefits accrued prior to July 1, 1971 that 

would have been payable under this Part B if neither 

of such coverages with respect to primary benefits 

otherwise payable under this Part B had become 

effective), and 

 (bb) 125% of the employee's contributions made on and 

after July 1, 1971 under Section 3 of Article I of this 

Part B (or, if greater, the total of such contributions 

plus interest to the date of the employee's retirement), 

or 

 (ii) all of the employee's contributions under Section 3 of 

Article I of this Part B plus interest to the date of the 

employee's retirement, 

 less the sum of all payments, if any, made to the employee and to 

any such designated contingent annuitant of primary benefits 

provided under this Part B, or of benefits under either of such 

coverages which are in lieu of primary benefits otherwise payable 

under this Part B, and to any alternate payee subject to a QDRO. 

 In the case of an employee whose death occurs while the coverage 

in Section 5 above is in effect this Section 6 is subject to and limited 

by the conditions of such coverage. 

 (b) Except as provided in Sections 4 and 5 of this Article I, which describe 

optional benefits that may be related to, or in lieu of, supplementary 

benefits under this Part B, no benefit related to an employee's accrued 

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supplementary benefit is payable following the death of an employee or 

retired employee. 

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ARTICLE II 

PROVISIONS RELATING SPECIFICALLY TO PRIMARY BENEFITS

Section 1. Separation From Service Prior to Age 60 

 (a) Except as otherwise provided under subsections (b) and (c) of this 

Section 1, an employee upon separating from service prior to age 60 for 

any reason except death or retirement must either: 

 (1) if the employee has contributed for at least five years or has five or 

more years of credited service as determined under Article II of 

Part A, leave contributions in Part B and receive, commencing on 

the first day of the month coinciding with or next following the 

employee's attainment of age 65 (or, on a reduced basis pursuant 

to paragraph (c)(2) or (c)(3) of Article III of Part A, on the first day of 

any month prior to the employee's attainment of age 65), the 

deferred primary retirement benefit which will have accrued under 

Part B by such employee's own contributions and the Corporation's 

contributions; or 

 (2) elect to have returned all of such employee's own contributions 

under Section 3 of Article I of this Part B plus interest to the date of 

such election and, if the employee has five or more years of 

credited service as determined under Article II of Part A, the 

employee will receive a deferred benefit related to the Corporation 

contributions made up to the time of such withdrawal of 

contributions, commencing on the first day of the month coinciding 

with or next following the employee's attainment of age 65 (or, on a 

reduced basis pursuant to paragraph (c)(2) or (c)(3) of Article III of 

Part A, on the first day of any month prior to the employee's 

attainment of age 65). Any return of contributions must include the 

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written consent of the employee's spouse that acknowledges the 

effect of the election and that is witnessed by a notary public, on a 

form approved by the Corporation and filing it with the Corporation. 

Upon any subsequent reemployment, the employee will be 

considered as a new employee for purposes of the provisions of 

this Part B relating to primary benefits except as otherwise provided 

in Section 2 of this Article II. 

 (b) An employee who is separated from service in a layoff classification prior 

to June 1, 2001 (1) at or after age 55 with 10 or more years of credited 

service, (2) prior to age 55 with 30 or more years of credited service and 

whose date of hire was prior to January 1, 1988, or (3) prior to age 55 with 

10 but less than 30 years of credited service at the time of such 

separation, provided that the employee's credited service at such time is 

sufficient so that the employee will retain credited service until age 55, will 

not be required to make either election described in (a) immediately 

above. 

 (c) An employee who is separated from service and who, as a consequence 

of such separation, elected to receive a deferred primary retirement 

benefit under Part B as described in subsection (a)(1) of this Section 1, 

may upon reemployment reinstate the primary retirement benefit accrued 

at the time such election was made provided that the employee 

(1) contributes under Part B from the date of such reemployment, and 

(2) returns to the Corporation any annuity notice or other certificate of 

entitlement related to such deferred primary retirement benefit. 

 (d) For purposes of Section 6 of Article I of this Part B, an employee to whom 

this Section 1 applies (other than such an employee who elects to have 

contributions returned with interest) will be considered to have retired on 

the date the payment of primary benefits commences under this Part B. 

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Section 2. Temporary Absence

 (a) Temporary Absence but Receiving Full Salary

 If an employee is temporarily absent from active duty but is receiving full 

salary, monthly contributions under Part B will be deducted in the usual 

way and retirement benefits will be accrued as if the employee were at 

work. 

 (b) Temporary Absence but Receiving Salary 

 at Reduced Rate or No Salary

 No contributions will be required from an employee who is temporarily 

absent and receiving salary at a reduced rate or no salary, and no primary 

retirement benefits will be accrued under this Part B for the period during 

which no contributions are made. This will not affect retirement benefits 

previously accrued. Contributions, if made, will be based upon the 

reduced salary except that contributions, if made, by an employee on 

Disability Leave of Absence will be based upon the employee's full 

monthly base salary rate. 

 (c) Layoffs and Certain Separations

This subsection(c) is applicable to employees laid off prior to June 1, 2001 

and employees separated on and after June 1, 2001 and eligible for 

benefits under the Separation Allowance Plan. 

 (1) No contributions will be permitted and no primary retirement 

benefits will be accrued under this Part B. 

 (2) Subject to General Provision 2(a)(2) an employee, may leave 

contributions in the Program, in which event the employee's primary 

retirement benefits previously accrued under this Part B will remain 

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to the employee's credit subject to the provisions of subsection (4) 

of this Section 2(c). If such an employee is reemployed within 

twelve months from the date of layoff or separation (24 months in 

the case of an employee who has 10 or more years of credited 

service), such employee will resume contributions under Part B. 

 (3) If an employee withdraws contributions and is reemployed within 

twelve months after the date of layoff or separation (24 months in 

the case of an employee with 10 or more years of credited service) 

and elects to contribute under Part B from the date of such 

reemployment, the employee may then, at the employee's election, 

return the amount which had been withdrawn and become eligible 

to receive the primary retirement benefits, covered by contributions 

made prior to the date of layoff or separation for which the 

employee would have been eligible if the employee had not 

withdrawn contributions. 

 (4) If an employee is not rehired within twelve months of the date of 

layoff or separation (24 months in the case of an employee who 

has 10 or more years of credited service), the employee will be 

treated as retired under the Program, or separated with the rights 

provided in the "Eligibility for Retirement" section of this Program or 

under Section 1 of this Article II, whichever is applicable. 

 (d) Military Leave of Absence

 (1) In the event an employee is rehired following qualified military 

service, as defined in the Uniformed Services Employment and 

Reemployment Rights Act of 1994, effective December 15, 1994, 

such employee will be entitled to make contributions under this 

Part B that will be attributable to the time period contributions were 

not allowable due to military service. 

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 (2) Additional contributions made under this subsection will be based 

on the monthly base salary that the employee would have received 

from the Corporation but for the military service, and such 

contributions will be subject to the Program's terms and conditions 

in effect during the applicable period of military service. Such 

contributions will be made during the period that begins upon 

reemployment and extends for the lesser of five years or the 

employee's period of military service multiplied by three. 

Section 3. Interest Credits

 Employee contributions will accrue interest at a rate of 120% of the annual 

federal mid-term rate in effect under Section 1274 of the Code for the first month 

of the plan year. 

Section 4. Treatment of Employees Returning From Leave of Absence 

 or Layoff In Connection with a National Emergency 

 (a) An employee who is granted a Military Leave of Absence, or other leave of 

absence in connection with a national emergency, or who is laid off prior 

to June 1, 2001 as a result of declining volume of business related to such 

emergency, may contribute and accrue primary retirement benefits under 

Part B for the period for which the employee would have been eligible if 

the employee had remained actively in the employ of the Corporation, or 

one of its subsidiaries, under such rules as the Named Fiduciary or its 

delegate may establish, provided: 

 (1) the employee returns to work following the termination of the 

employee's leave of absence or reenters the employ of the 

Corporation, or one of its subsidiaries, within such period and in 

accordance with the rules established by the Named Fiduciary or its 

delegate; and 

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 (2) the employee participates for primary benefits under Part B, if 

eligible, upon return to work following the termination of the 

employee's leave of absence or upon reemployment by the 

Corporation or one of its subsidiaries. 

 (b) The salary to be used in determining an employee's eligibility for 

contributions, and the amount of contribution, under this Section 4 will be 

the base salary of such employee at the time of the employee's leave of 

absence or layoff prior to June 1, 2001 from the Corporation, or one of its 

subsidiaries. 

 (c) The Named Fiduciary or its delegate may adopt rules to carry out the 

provisions of this Section in conformity with the objectives of this Program. 

 (d) Notwithstanding the provisions of Section 1(b) of Article I of this Part B, an 

employee who may have become eligible to make contributions in 

accordance with this Section 4 and who does not so elect will be eligible 

nevertheless for supplementary retirement benefits under Part B. 

Section 5. Treatment of Former Salaried Employees Who Retire Under 

The Delphi Hourly-Rate Employees Pension Plan 

 An hourly-rate employee who has contributions in Part B and who retires under 

the provisions of "The Delphi Hourly-Rate Employees Pension Plan", “Delphi 

HRP” will be eligible to receive primary benefits under this Part B based upon the 

amount of the employee’s contributions. Solely for the purpose of determining 

the basis upon which such primary benefits are payable, such employee will be 

treated as a retirement under this Program on the basis which most closely 

corresponds to the employee's retirement under the Delphi HRP. 

Section 6. Treatment of Former Salaried Employees Who Retire Under 

 the Electronic Data Systems (EDS) Pension Plan 

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 A salaried employee who has contributions in Part B, and who retires under the 

"EDS Pension Plan", will be eligible to receive primary benefits under this Part B 

based upon the employee’s contributions. Solely for the purpose of determining 

the basis upon which any such primary benefits may be payable to any salaried 

employee who transitioned to EDS from GM prior to September 1, 1985, or to 

those identified 43 salaried employees who transitioned to EDS shortly after 

September 1, 1985, and who were provided EDS stock grants in a manner 

identical to those employees who transitioned prior to September 1, 1985, 

retirements from EDS (i) prior to age 60 will be deemed to be voluntary, and 

(ii) at or after age 60 will be deemed to be as provided under Section 9(b) of the 

General Provisions. 

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ARTICLE III 

PROVISIONS RELATING SPECIFICALLY 

TO SUPPLEMENTARY BENEFITS

Section 1. Retention of Deferred Supplementary Retirement Benefits 

 if Separated

 An employee who loses accumulated credited service under Article II of Part A, 

who is not retired and who is eligible for a deferred retirement benefit under 

Article III of Part A will, subject to Section 1(b) of Article I of this Part B, be 

entitled to receive deferred supplementary benefits, with the payment of such 

benefits to commence at the same time and under the same provisions as 

applicable to the employee's deferred retirement benefit under Part A. 

Section 2. Treatment of Former Salaried Employees Who Retire Under 

 The Delphi Hourly-Rate Employees Pension Plan

 An hourly-rate employee with five or more years of credited service who has 

accrued supplementary benefits under Part B and who retires under the Delphi 

HRP will be eligible to receive supplementary benefits, if any, as determined in 

Article I, Section 2(a)(2) of this Part B, based upon the employee's credited 

service and average monthly base salary in effect immediately prior to the 

employee's transfer to the hourly payroll. Solely for the purpose of determining 

the basis upon which any supplementary benefits may be payable, such 

employee will be treated as retired under this Program on the basis which most 

closely corresponds to the employee's retirement under the Delphi HRP. 

Section 3. Treatment of Former Salaried Employees Who Retire Under 

 the EDS Pension Plan

 A salaried employee with 10 or more years of credited service who has 

contributed to this Program while eligible, does not withdraw such contributions 

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while employed by EDS and who retires under the provisions of the "EDS 

Pension Plan", will be eligible to receive any supplementary benefits for which 

the employee may be eligible under this Part B, using the employee's base salary 

at EDS and Delphi to determine "average monthly base salary". Solely for the 

purpose of determining the basis upon which any such supplementary benefits 

may be payable to any salaried employee who transitioned to EDS from GM prior 

to September 1, 1985, or to those identified 43 salaried employees who 

transitioned to EDS shortly after September 1, 1985 and who were provided EDS 

stock grants in a manner identical to those employees who transitioned prior to 

September 1, 1985, retirements from EDS (i) prior to age 60 will be deemed to 

be voluntary, and (ii) at or after age 60 will be deemed to be as provided under 

Section 9(b) of the General Provisions. 

 A salaried employee with less than 10 years of credited service at the date of the 

employee’s transition to EDS prior to September 1, 1985 will not be eligible to 

receive any supplementary benefits, since all of the assets and liabilities related 

to any and all supplementary benefits to which any such employee may have 

been entitled have been transferred from the Program trust to EDS in connection 

with the transition of certain GM employees to EDS. 

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PART C – RETIREMENT ACCUMULATION PLAN 

ARTCILE I 

ELIGIBILITY 

This Part C applies to all individuals who become salaried employees and have a length 

of service date on or after January 1, 2001. Notwithstanding any provision to the 

contrary, an individual will not participate in this Part C until the first day of the second 

month following the employee’s length of service date. 

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ARTICLE II 

ACCOUNT BALANCE 

Section 1. Establishment of Account Balance 

A notional account balance (“account balance”) under this Retirement 

Accumulation Plan of the Program will be established for each employee who is 

eligible under this Part C. The account balance equals the sum of the 

employee’s pay credits and interest credits, as described in the following 

Sections 2 and 3. 

Section 2. Pay Credits 

(a) An employee’s account balance will be credited with pay credits as of the 

end of each plan year during which the employee is paid a base salary; 

provided that, in the case of a flex service employee (as defined under the 

Corporation’s policies), the employee completes at least 750 hours of 

service under Section 10 of Article II of Part A during the calendar year. 

(b) Pay credits equal 4.7% of the base salary paid to an employee during the 

plan year. For this purpose, base salary shall be limited under Section 

401(a)(17) the Code, as adjusted for cost of living.

(c) Notwithstanding Section 2(a) of this Article II, during the calendar year in 

which an employee separates from service, the employee’s account 

balance will be credited with pay credits as of the date of separation from 

service instead of the end of such calendar year; provided that, in the case 

of a flex service employee (as defined under the Corporation’s policies), 

the employee has completed at least 750 hours of service under Section 

10 of Article II of Part A during such calendar year prior to such separation 

from service. 

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If such employee is rehired during such calendar year, whether or not 

such employee had accumulated 750 hours of service prior to separation, 

the employee’s account balance will be credited with pay credits as of the 

end of such calendar year; provided that, in the case of a flex service 

employee, the employee has completed at least 750 hours of service, in 

total, under Section 10 of Article II pf Part A during such calendar year. 

The pay credits will equal the pay credits that would have been credited if 

the employee did not separate from service during such calendar year 

minus the pay credits credited upon separation from service. 

(d) For purposes of this Section 2: 

(1) If an employee becomes totally disabled within the meaning of 

Article IV, Section 4.07(a) of the Delphi Life and Disability Benefits 

Program for Salaried Employees, the employee will be treated as 

receiving monthly base salary equal to the monthly base salary the 

employee received during the month preceding such disability for: 

(i) up to six months for a continuous period of total 

disability for any single cause, regardless of whether 

such disability is continuous; and 

(ii) up to six months for successive periods of total 

disability due to the same or related cause or causes 

(2) In no event will an eligible employee be credited with months of 

base salary for time worked plus total disability under this provision, 

equal to an amount in excess of 12 months of monthly base salary 

during any calendar year. In the event an employee’s continuous 

period of total disability or successive periods of total disability, set 

forth in (i) and (ii) above, occur in more than one calendar year, the 

pay credit for total disability for months of base salary in all 

calendar years may not exceed six months. 

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(3) If an employee receives workers’ compensation while on a 

compensable disability leave of absence within the meaning of 

Section 8 of Article II of Part A, the employee will be treated as 

receiving monthly base salary equal to the monthly base salary the 

employee received during the month preceding such compensable 

disability leave of absence until the earliest of the day before the 

employee’s Benefit Commencement Date, the end of the month 

during which such compensable disability leave of absence ends, 

or the date the employee otherwise ceases employment with 

Delphi. 

(4) If an employee has a Military Leave of Absence within the meaning 

of Section 2(a)(3) of Article II of Part A and the employee is 

reemployed during the period during which the employee has 

reemployment rights pursuant to federal law, the employee will be 

treated as receiving monthly base salary equal to the monthly base 

salary the employee received during the month preceding such 

Military Leave until the end of the period the employee would 

receive credited service under Section 2(a)(3) of Article II of Part A. 

(5) In no event will an employee be credited with an amount in excess 

of 12 months of monthly base salary during any calendar year 

Section 3. Interest Credits 

(a) An employee’s account balance will be credited with interest credits as of 

the end of each plan year, following the initial year of participation. 

(b) Interest credits equal the account balance as of the end of the previous 

calendar year times the annual interest rate. The account balance as of 

the end of the previous calendar year will be determined after any pay 

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credits and interest credits have been credited for the previous calendar 

year. 

(c) The annual interest rate is the annual interest rate on 30-year Treasury 

securities, or such other rate, as specified by the Commissioner of the 

Internal Revenue Service for the third full month of prior to the first day of 

the plan year during which interest credits are being credited. 

Section 4. Account Balance After Separation 

(a) The employee’s account balance will not be credited with pay credits after 

the end of the calendar year in which the employee, for any reason, 

separates from service. 

(b) If an employee’s account balance is vested at the time of the employee’s 

separation from service, the account balance will continue to be credited 

with interest credits until the end of the calendar year preceding the 

employee’s Benefit Commencement Date (or the Benefit Commencement 

Date of a surviving spouse, designated beneficiary, or estate in the case 

of a pre-retirement survivor benefit under Article V of this Part C). An 

employee’s account balance will be vested if the employee has at least 

five years of credited service (three years of credited service or ERISA 

service if separated on or after October 1, 2008) or satisfies the service 

requirements of Section 10 of Article II of Part A, or the employee ceases 

active service after attaining Normal Retirement Age, as that term is 

defined in General Provision 1(f). 

(c) If an employee’s account balance is not vested at the time of the 

employee’s separation from service, the account balance will be deemed, 

upon separation, to be zero. If such employee is reemployed before the 

employee has five consecutive one-year breaks in service under Section 

10 of Article II of Part A, the employee’s account balance will be restored 

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to the account balance on the date immediately preceding separation from 

service and will be credited with interest credits it would have received 

under Section 3 of this Article II of Part C for the period during which 

service was broken. 

(d) An employee’s account balance will equal zero on and after the 

employee’s Benefit Commencement Date (or the Benefit Commencement 

Date of a surviving spouse, designated beneficiary, or estate in the case 

of a pre-retirement survivor benefit under Article V of this Part C). 

(e) The account balance of an individual who ceases to be an employee but 

who has not separated from service: 

(1) will be credited with pay credits as of the date the individual ceases 

to be an employee with respect to Base Salary earned during the 

calendar year prior to the date the individual ceases to be an 

employee; provided that, in the case of a flex service employee (as 

defined under the Corporation’s policies), the employee has 

completed at least 750 hours of service under Section 10 of Article 

II of Part A during such calendar year prior to such separation from 

service; and 

(2) will continue to be credited with interest credits until the end of the 

calendar year preceding the Benefit Commencement Date if the 

account balance is vested, or until separation from service if the 

account balance is not vested 

ARTICLE III 

AMOUNT OF BENEFIT 

Section 1. Amount of Benefit 

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(a) An employee’s accrued benefit under the Retirement Accumulation Plan of 

the Program as of any given date shall equal the value of the employee’s 

account balance as of the such date (the date on which the account is 

valued), plus interest credits at the current interest crediting rate for the period 

(if any) from the such date to the participant’s Normal Retirement Age, 

expressed in the form of a single life annuity commencing at Normal 

Retirement Age with equivalent Actuarial Value. 

(b) An employee will be entitled to: 

 

(1) a monthly benefit beginning on the employee’s Benefit 

Commencement Date that has the same Actuarial Value as the 

employee’s vested accrued benefit as of such Benefit Commencement 

Date if the benefit is payable in the normal form of payment described 

in Section 1 of Article IV of this Part C or the optional form of payment 

described in Section 2(a) or (b) of Article IV of this Part C; or 

(2) a lump-sum payment payable as of the Benefit Commencement Date 

equal to the present value as the employee’s accrued benefit (i.e., the 

employee’s vested account balance) as of the Benefit Commencement 

Date if the benefit is payable in the optional form of payment described 

in Section 2(c) of Article IV of this Part C. 

(b) The amount of any benefit otherwise payable to an employee (or a 

designated beneficiary) will be reduced by the actuarial value of any past 

and future benefits paid or payable to any alternate payee(s) under a 

QDRO. The actuarial value will be used to determine any amount of 

benefits paid or to be payable to any payee(s), if applicable, and the 

remaining benefit entitlement of the employee. 

Section 2. Benefit Commencement Date 

(a) An employee’s Benefit Commencement Date is as follows: 

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(1) If the employee separates from service before Normal Retirement 

Age, the earlier of (i) the first day of the month coincident with or 

next following the employee’s attainment of Normal Retirement Age 

or, (ii) the first day of any month following separation from service 

and following the month in which the Corporation receives a 

request from the employee provided the request is filed on a form 

approved by the Corporation not more than 180 days and not less 

than 30 days prior to the Benefit Commencement Date; 

(2) if the employee separates from service at Normal Retirement Age, 

the first day of the month next following Normal Retirement Age; or 

(3) if the employee separates from service after Normal Retirement 

Age, the first day of the month next following the employee’s 

separation from service. 

(b) Notwithstanding Sections 1(a) and 2(a) of this Article III, if an employee’s 

vested account balance is $1,000 or less when the employee separates 

from service, the employee will receive a lump sum distribution of the 

employee’s vested account balance as soon as administratively 

practicable. 

ARTICLE IV 

FORMS OF PAYMENT 

Section 1. Normal Form of Payment 

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The normal form of payment will be a life annuity payable monthly for the life of the 

employee continuing through the month in which the employee dies, with the 

survivor benefit described in Section 4 of this Article IV. 

Section 2. Optional Forms of Payment [add 75 and 50%] 

Instead of the normal form of payment, an employee may elect to receive one of 

the following optional forms of payment, which will be calculated to have the 

same Actuarial Value as the employee’s vested accrued benefit: 

(a) If the employee is married on the employee’s Benefit Commencement 

Date, a joint and 100% surviving spouse annuity will be payable monthly 

for the life of the employee, with 100% of such monthly payments 

continuing after the employee’s death for the life of the employee’s spouse 

if such spouse survives the employee, with the survivor benefit described 

in Section 4 of this Article IV. Such a designated beneficiary must be an 

individual; 

(b) A joint and 100% surviving beneficiary annuity payable monthly for the life 

of the employee, with 100% of such monthly payments continuing after the 

employee’s death for the life of the employee’s individual designated 

beneficiary if such designated beneficiary survives the employee, with the 

survivor benefit described in Section 4 of this Article IV; or 

(c) A single lump-sum payment. 

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Section 3. Automatic Joint and Surviving Spouse Annuity 

An employee who is married on the employee’s Benefit Commencement Date will 

automatically receive the joint and 100% surviving spouse annuity described in 

Section 2(a) of this Article IV unless, during the 180-day period prior to the Benefit 

Commencement Date, the employee elects the normal form of payment or another 

optional form of payment and the employee’s spouse consents to such election. 

The spouse’s consent must be in writing, must acknowledge the effect of such 

consent, and must be witnessed by a notary public, on a form approved by the 

Corporation and filed with the Corporation. An employee may revoke a written 

election not to take the joint and 100% surviving spouse annuity, without the 

consent of the spouse, at any time prior to the Benefit Commencement Date. 

Within the time period set forth in Section 2(i) of the General Provisions, each 

employee will be provided a written explanation of: (i) the terms and conditions 

of the surviving spouse coverage; (ii) the employee’s right to make and the effect 

of an election to waive the surviving spouse coverage; (iii) the rights of the 

employee’s spouse; and (iv) the right to make and the effect of revocation of a 

previous selection to waive the surviving spouse coverage. 

Section 4. Survivor Benefit 

An employee covered under this Part C will be deemed to have automatically 

elected surviving spouse coverage. If an employee dies (in the case of the normal 

form of payment described in Section 1 of this Article IV), an employee and survivor 

spouse or employee and designated beneficiary die (in the case of the optional 

forms of payment described in Section 2(a) or (b) of this Article IV) before the sum 

of monthly payments equal the employee's vested account balance as of the benefit 

commencement date, a Survivor Benefit will be paid. The Survivor Benefit will 

equal a lump-sum payment equal to the employee's vested account balance as of 

the benefit commencement date minus the sum of monthly payments made to the 

employee, the employee and surviving spouse or the employee and the designated 

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beneficiary. The Survivor Benefit will be paid to the employee's designated 

beneficiary or designated beneficiaries of such Survivor Benefit, or if there is no 

surviving designated beneficiary, to the employee's estate. If payment under 

Section 2(c) is elected, the lump sum payment will be issued jointly to the employee 

and spouse. The designated beneficiary or designated beneficiaries or estate will 

receive a lump-sum payment as soon as practicable following the employee's date 

of death (in the case of the normal form of payment described in Section 1 of this 

Article IV) or the surviving spouse's or designated beneficiary's date of death (in the 

case of the optional form of payment described in Section 2(a) or (b) of this Article 

IV). 

An employee may reject the automatic election provided in this Section by 

executing a specific written rejection of such election which includes the written 

consent of the employee’s spouse that acknowledges the effect of the rejection, 

and is witnessed by a Notary Public, on a form approved by the Corporation and 

filing it with the Corporation. The form must be filed with the Corporation prior to 

the Benefit Commencement Date. 

If payment under Section 1 is selected and the participant dies before the sum of 

the monthly payments equal the vested account balance as of the Benefit 

Commencement Date, a Survivor Benefit will be paid. The survivor benefit will 

equal a lump sum payment equal to the participant’s vested account balance as 

of the Benefit Commencement Date minus the sum of monthly payments made 

to the participant if payment under Section 2(a) or 2(b) is selected and the 

participant and surviving spouse or surviving beneficiary in the case of Section 

2(b) both die before the sum of monthly payments equal the vested account 

balance as of the Benefit Commencement Date, the remaining balance will be 

paid to the designated beneficiary or designated beneficiaries, or if there is no 

surviving designated beneficiary, to the participant’s estate. The lump sum 

payment will equal the vested account balance as of the Benefit Commencement 

Date minus the sum of monthly payments made to the participant and the 

surviving spouse or surviving beneficiary in the case of Section 2(b). If payment 

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under Section 2(c) is selected, the lump sum payment will be issued jointly to the 

participant and spouse. 

An employee may reject the automatic election provided in this Section by 

executing a specific written rejection of such election which includes the written 

consent of the employee’s spouse that acknowledges the effect of the rejection, and 

is witnessed by a Notary Public, on a form approved by the Corporation and filing it 

with the Corporation. The form must be filled with the Corporation prior to the 

Benefit Commencement Date. 

Section 5. Account Balance Upon Death 

If benefits have not commenced, the vested account balance will equal the 

employee’s account balance as of the first day of the month following the 

employee’s date of death. If benefits have commenced, the account balance will 

equal the account balance at the Benefit Commencement Date minus the sum of 

monthly payments made to the employee and surviving spouse or surviving 

beneficiary. The account balance will be paid in a lump sum to the surviving 

spouse or if the surviving spouse option was rejected, to the beneficiary or 

beneficiaries or, if there is no surviving designated beneficiary, to the employee’s 

estate. The payment will be made as soon as practical following the employee’s 

date of death. 

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ARTICLE V 

PRE-RETIREMENT SURVIVOR BENEFITS 

Section 1. Eligibility 

If an employee dies prior to the employee’s Benefit Commencement Date but after 

the employee’s account balance is vested as described in Section 4(b) of Article II 

of this Part C, a pre-retirement survivor benefit will be paid. 

Section 2. Amount of Benefit 

(a) The pre-retirement survivor benefit will be paid to the employee’s surviving 

spouse provided the employee and the spouse have been married at least 

one year at the time of the employee’s death. The surviving spouse may 

elect to receive (i) a monthly benefit payable beginning as of the surviving 

spouse’s Benefit Commencement Date for the surviving spouse’s lifetime 

that has the same actuarial value as the employee’s vested account balance 

as of such Benefit Commencement Date, or (ii) a lump-sum payment 

payable as of the surviving spouse’s Benefit Commencement Date equal to 

the employee’s vested account balance as of such Benefit Commencement 

Date. The surviving spouse’s Benefit Commencement Date will be the first 

day of the month coincident with or next following the month the employee 

would have attained Normal Retirement Age (but not earlier than the first day 

of the month following the employee’s death) or, if earlier, the first day of the 

month following the employee’s death and following the month in which the 

Corporation receives a request from such surviving spouse; provided that 

such request will be valid and effective only if it is filed with the Corporation 

on a form approved by the Corporation not later than 180 days and not less 

than 30 days prior to the Benefit Commencement Date. Notwithstanding the 

preceding, if the employee’s vested account balance is $1,000 or less as of 

the first day of the month following the employee’s death, the employee’s 

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surviving spouse will receive a lump-sum payment equal to the employee’s 

vested account balance as of such date as soon as administratively 

practicable after such employee’s death. 

(b) If the employee does not have a surviving spouse at the employee’s date of 

death or the employee and the employee’s spouse have been married for 

less than one year at the time of the employee’s death, the pre-retirement 

survivor benefit will be paid to the employee’s designated beneficiary or 

designated beneficiaries or, if there is no surviving designated beneficiary, to 

the employee’s estate. The designated beneficiary or designated 

beneficiaries or estate will receive a lump-sum payment as soon as 

practicable following the employee’s date of death. The lump-sum payment 

equals the employee’s vested account balance as of the first day of the 

month following the employee’s date of death. 

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ARTICLE VI 

REEMPLOYMENT 

Section 1. Employee with Account Balance 

If a previously separated employee who has an account balance under this 

Part C is reemployed by the Corporation or one of its directly or indirectly whollyowned or substantially wholly-owned domestic subsidiaries before the employee’s 

Benefit Commencement Date, upon reemployment such employee will have an 

account balance equal to the employee’s account balance at the initial separation 

from service plus interest credits until the employee’s reemployment. 

Section 2. Employee with Prior Service under Part A or Part B 

(a) Vested Benefit: If an employee who has entitlement to a deferred retirement 

benefit under Part A or Part B of this Program is reemployed by the 

Corporation or one of its directly or indirectly wholly-owned or substantially 

wholly-owned domestic subsidiaries before the employee’s Benefit 

Commencement Date, upon reemployment with a length of service date on 

or after January 1, 2001, the employee will continue to have a retirement 

benefit under Part A or Part B of this Program and such employee will be 

treated as a newly hired employee, and will have an initial account balance 

of zero under this Part C. Such an employee will not be treated as earning 

credited service under Article II of Part A after such reemployment for 

purposes of eligibility for early retirement under Section 2(a)(2) or (b)(2)(i)(3) 

of Article I of Part A or early retirement under Section 2(c)(1)(ii) of Article I of 

Part B. 

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(b) Non-Vested Benefit: If an employee who has non-vested service under Part 

A or Part B is reemployed by the Corporation or one of its directly or 

indirectly wholly-owned or substantially wholly-owned domestic subsidiaries, 

upon reemployment with a length of service date or adjusted length of 

service date on or after January 1, 2001, the employee will be treated as a 

newly hired employee, and will have an initial account balance of zero under 

this Part C. The employee’s prior service will count toward vesting under this 

Program and upon becoming vested will be eligible for a benefit under Part 

A, B or C as applicable. The employee will not earn credited service under 

Article II of Part A after such re-employment for purposes of eligibility for 

early retirement under Section 2(a)(2) or (b)(2)(i)(3) of Article I of Part A or 

early retirement under Section 2(c)(1) of Article I of Part B. 

Section 3. Employee Who Has Received a Lump-Sum Payment 

If an employee who has received a lump-sum payment is subsequently reemployed 

by the Corporation or one of its directly or indirectly wholly-owned or substantially 

wholly-owned domestic subsidiaries, upon reemployment with a length of service 

date on or after January 1, 2001, such employee will be treated as a newly hired 

employee, and will have an account balance of zero. 

Section 4. Employee Receiving Monthly Benefits Under Part A 

 or Part B 

If a retired employee who is receiving monthly benefits from this Program is 

reemployed by the Corporation or one of its directly or indirectly wholly-owned or 

substantially wholly-owned domestic subsidiaries or any company or joint venture 

which has been divested from the Corporation, such employee will cease to receive 

such benefits during reemployment. 

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Upon reemployment with a length of service date on or after January 1, 2001, the 

employee will be treated as a newly hired employee, and will have an account 

balance equal to zero. Upon the employee’s subsequent separation from service, 

the monthly benefits the employee was previously receiving under Part A and/or 

Part B will recommence in accordance with the provisions of Part A and Part B 

without any actuarial adjustment. Additionally, the time and form of distribution of 

the employee’s new account balance will be governed by the provisions of this Part 

C. The employee will not earn credited service under Article II of Part A after such 

re-employment for purposes of eligibility for early retirement under Section 2(a)(2) 

or (b)(2)(i)(3) of Article I of Part A or early retirement under Section 2(c)(1)(ii) of 

Article I of Part B. 

Section 5. Employee Receiving Annuity Payments under Part C 

If a retired employee who is receiving annuity payments under Part C is reemployed by the Corporation or one of its directly or indirectly wholly-owned or 

substantially wholly-owned domestic subsidiaries or any Company or joint 

venture which has been divested from the Corporation (where termination of 

employment with the Corporation to work for such company or joint venture is not 

considered termination of employment for purposes of this Program), the 

employee will cease to receive such benefits during re-employment. Upon reemployment with a length or service date on or after January 1, 2001, the 

employee will be treated as a newly hired employee and will have an account 

balance equal to zero. Upon the employee’s subsequent separation from 

service, the annuity payments the employee was previously receiving under Part 

C will recommence and will be paid in the same amount and in the same form as 

they were prior to re-employment. The Benefit Commencement Date and form of 

distribution of the employee’s new account balance, formed during the period of 

re-employment, will be governed by the provisions of this Part C. 

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GENERAL PROVISIONS 

Section 1. Definition of Certain Terms Used in This Program

 (a) Employees

 (1) Unless the context indicates otherwise, the term "employees" as 

used in this Program means salaried employees of the Corporation 

and its directly or indirectly wholly-owned or substantially 

wholly-owned domestic subsidiaries in accordance Sections 414(b), 

(c), (m), (n), and (o) of the Code, including eligible employees of 

Delco Electronics Corporation, (i) who are working in the United 

States, or (ii) who are citizens of or domiciled in the United States 

and who are hired in the United States by the Corporation or its 

subsidiaries and who are sent out of the United States by the 

Corporation or its subsidiaries to work in foreign operations, and 

whose services, , would be discontinued by recalling such 

employees to the United States and terminating their services in the 

United States . Employees classified by the Corporation as (i) 

part-time employees, i.e. (employees who work one-half or more of 

the employing unit's work week), or (ii) "Flexible Service" 

employees (employees hired on an indefinite basis who are 

regularly scheduled to work between 50% and 80% of the 

employing unit's base work week) will be regarded as "employees", 

provided; however, that the provisions of Part A, Article II, 

Section 2(e) of this Program will apply to "Flexible Service" 

employees. 

 The term “employees” also includes represented salaried 

employees who are placed on an unpaid International Union Leave 

of Absence under Paragraph 71 of the Salaried Master Agreement 

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between the Corporation and the International Union, United 

Automobile, Aerospace and Agricultural Implement Workers of 

America. 

 (2) The term "employees" does not include employees who are (i) 

employees of any wholly owned or substantially wholly-owned 

subsidiary of the Corporation unless specifically approved by the 

Corporation’s Board of Directors (for example, the Board of 

Directors has specifically approved the inclusion of Delco 

Electronics Corporation) (ii) classified as "temporary employees", 

including per diem employees, or (iii) "part-time employees" -- less 

than half-time (employees who work less than one-half of the 

employing unit's work week) or (iv) assigned to operations in 

Canada after 1970 and before 1993. The above notwithstanding, 

the provisions of Part A, Article II, Section 10 will apply with respect 

to (ii) and (iii) above. 

 (3) The term "employees" does not include employees represented by 

a labor organization who are covered by a collective bargaining 

agreement which incorporates: 

 (i) this Program as amended by the collective bargaining 

agreement; 

 (ii) a program or plan similar in purpose to this Program; 

 (iii) some other plan or program acknowledged by the 

Corporation and the employees' bargaining agent to be a 

substitute for, benefits provided by this Program; or 

 (iv) an understanding that this Program will cease prospectively 

to be available, applicable, or operative with respect to each 

salaried employee covered by such agreement. 

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 Such employees will cease to be eligible for participation in this 

Program as of the effective date of, or at such other time as may be 

specified in, such collective bargaining agreement. If such 

collective bargaining agreement expires or is terminated, and the 

employee remains a represented employee, such employee will 

continue to be ineligible for participation in this Program during the 

period required to conclude a new collective bargaining agreement. 

 (4) The term "employees" does not include members of the 

Corporation’s Board of Directors, or its directly or indirectly 

wholly-owned or substantially wholly-owned subsidiaries, or of 

Committees appointed by any such Board of Directors, who are not 

officers or regular employees of the Corporation or its subsidiaries. 

 (5) The term "employees" does not include leased employees as 

defined under Section 414(n) of the Code. The term “leased 

employee” means any person who, pursuant to an agreement 

between the Corporation and any leasing organization, has 

performed services for the Corporation on a substantially full-time 

basis for a period of at least one year, and such services are 

performed under the primary direction or control of the Corporation. 

Contributions or benefits provided a leased employee by the 

leasing organization which are attributable to services performed 

for the Corporation will be treated as provided by the Corporation. 

A leased employee will not be considered an employee of the 

Corporation if such employee is covered by the safe harbor 

requirements of Section 414(n)(5) of the Code. 

 (6) The term “employees” does not include contract employees, 

bundled services employees, consultants, individuals who have 

represented themselves to be independent contractors, persons 

who the Corporation does not consider to be employees or other 

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similarly situated individuals, regardless of whether the individual is 

a common law employee of the Corporation. The purpose of this 

provision is to exclude from participation in the Program all persons 

who may actually be common law employees of the Corporation, 

but who are not paid as though they were employees of the 

Corporation regardless of whether that exclusion is correct. 

 (b) Base Salary

 (1) The term "base salary" as used in this Program means the salary 

paid for a month of work, exclusive of any other compensation. An 

employee's annual base salary is limited to $200,000 or as adjusted 

under Section 401(a)(17) of the Code 

 (2) An employee's base salary for purposes of determining benefits 

and contributions paid under this Program includes election 

deferrals pursuant to Section 401(k), Section 125 and Section 132 

(f)(4) of the Code. 

 (3) For employees who transferred to EDS prior to June 6, 1996 while 

EDS was a member of the GM controlled group, "base salary" as 

used in this Program includes the monthly base salary paid by EDS 

to any such employee preceding termination of employment. 

 (4) For employees who transferred to Hughes Electronics Corporation 

prior to December 18, 1997 while Hughes Electronics Corporation 

was a member of the GM controlled group, "base salary" as used in 

this Program includes the monthly base salary paid by Hughes 

Electronics Corporation to any such employee preceding 

termination of employment. 

 (c) Average Monthly Base Salary

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 (1) The term "average monthly base salary" as used in this Program 

means the monthly average of the employee's base salary for the 

highest 60 of the 120 months immediately preceding the 

employee's termination of employment or transfer to the hourly 

rolls. 

 (2) For purposes of determining "average monthly base salary" the 

following provisions apply: 

 (i) "Average monthly base salary" may include base salary 

recognized under the GM SRP for service within the 

120 months immediately preceding the employee's 

termination of employment or transfer to the hourly rolls. To 

be so recognized, an employee must have transferred 

directly from GM to Delphi pursuant to the procedure agreed 

to by Delphi and GM for such transfers prior to 

January 1, 2002. 

 (ii) Base salary as indicated in the table below will be used for 

any month, referred to in subsection (c)(1) above, preceding 

termination of employment, or transfer to the hourly rolls, for 

which the employee's full monthly base salary rate was less 

than the amounts shown below: 

Retires With 

Benefits Payable 

Commencing Base Salary 

 October 1, 2004 

 and After $4,955.00 

 (iii) For any month referred to in subsection (c)(1) above, 

preceding termination of employment, or transfer to the 

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hourly rolls, for which the employee received base salary at 

less than the employee's full monthly base salary rate, the 

employee's full monthly base salary rate last received 

preceding such month will be used for such month. 

(iv) For any month referred to in subsection (c)(1) above, 

preceding an employee's termination of employment, or 

transfer to the hourly rolls, during which the employee was 

on the hourly payroll and subsequent to which the employee 

commenced service as a salaried employee, the employee's 

monthly base salary rate immediately following the 

commencement of such service as a salaried employee will 

be used for such month. 

 

 (3) Notwithstanding the foregoing provisions of this subsection, the 

“average monthly base salary” for employees who participate in a 

Corporation approved Career Transition Program (CTP) with 20 or 

more years of credited service and who are not otherwise eligible to 

retire following expiration of the CTP leave of absence will be 

increased by 3% (non-compounded) for each full year following 

expiration of the CTP leave of absence to the earlier of age 60, 

commencement of monthly deferred retirement benefits under 

Article III of Part A and Article III, Section 1 of Part B, or death. The 

above does not apply to the 2002 Executive Separation Program 

(ESP). 

 (d) Continuous Service 

 (Applicable to Primary Benefits Under Part B)

 (1) The term "continuous service" as used in this Program shall include 

all employment, whether on salary or hourly-rate, with the 

Corporation and its directly or indirectly wholly-owned or 

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substantially wholly-owned domestic or foreign subsidiaries, as well 

as service with any company (including service with any directly or 

indirectly wholly-owned or substantially wholly-owned subsidiary of 

such company) of which substantially all the assets have been or 

are acquired by the Corporation or its subsidiaries. 

 (2) Any period during which an employee is absent from service under 

an approved leave of absence with pay, as well as any period not in 

excess of one month during which an employee is absent from 

service under such leave of absence without pay, will be included in 

the calculation of the amount of continuous service. In the case of 

any employee absent from service in excess of one month under 

an approved leave of absence without pay, the period during which 

the employee is absent from service under such leave will be 

excluded in the calculation of the amount of continuous service, but 

such employee's continuous service will not be broken. An 

employee who leaves the service of the Corporation without a 

Military Leave of Absence to enter the Armed Forces of the United 

States or of Canada or to accept employment with the Government 

of the United States or with the Government of Canada and who is 

rehired after termination of such military or governmental service 

within such period and under such rules as the Named Fiduciary or 

its delegate has or may establish, will be treated in the same 

manner as an employee who has received an approved leave of 

absence without pay. 

 (3) For the purposes of this Program if, after a quit or discharge, an 

employee is rehired, the employee's continuous service 

commences from the date of rehiring. 

 (4) In cases of employees who are released and who are not returned 

to work within 12 months from the date of such release, such 

employees will have the same status as if they had quit. 

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 (5) In cases of employees who were laid off prior to June 1, 2001 and 

who are not returned to work within five years (or, if less, a period 

equal to the employee's continuous service prior to such layoff) 

from the date of such layoff, such employees will have the same 

status as if they had quit. 

 (e) Social Security Benefit

 (1) A Social Security benefit for disability or an unreduced Social 

Security benefit for age means a benefit determined and payable 

under Title II of the Social Security Act, as amended, without any 

reduction based on the age of the recipient. 

 (2) Old age benefit payments or disability benefit payments, other than 

those payable on a basis of "need" or because of military service, 

under any future federal legislation amending, superseding, 

supplementing, or incorporating the Social Security Act, as 

amended, or benefits provided therein, will be considered as 

benefits for age or disability under the Social Security Act for 

purposes of this Program. 

 (3) If an employee is eligible for a Social Security benefit for disability 

or an unreduced Social Security benefit for age at the time of 

retirement or thereafter, such employee must advise the 

Corporation of the effective date of entitlement to such benefit. 

 (f) Normal Retirement Age

 The Normal Retirement Age for any employee is the later of age 65 or the 

fifth anniversary of the date the employee commenced participation in this 

Program. An employee who ceases active service after Normal 

Retirement Age will be entitled to receive a nonforfeitable retirement 

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benefit under Article III of Part A, Section 1 of Articles II and III of Part B 

and Article II, Section 4 of Part C, if applicable. 

 (g) Actuarial Value 

(1) Effective October 1, 2008, the actuarial value of any benefit as of any 

date shall be calculated based on the mortality table described in 

Revenue Ruling 2001-62 and the annual interest rate on 30-year 

Treasury securities as specified by the Commissioner for the third full 

month prior to the first day of the plan year preceding such date. 

(2) Notwithstanding subsection (1), effective on and after October 1, 2008, 

the present value of any benefit payable under the Plan shall be 

calculated based on the applicable mortality table prescribed by the 

Commissioner of the Internal Revenue Service under Section 417(e)(3) 

of the Code and the applicable interest rate prescribed under Section 

417(e)(3) of the Code for the third full month prior to the first day of the 

plan year. 

(3) Notwithstanding subsections (1) and (2), for participants who have a 

Benefit Commencement Date on or after October 1, 2008 and before 

October 1, 2010, the present value of any benefit payable under the Plan 

shall be the greater of the amounts calculated under subsections (1) and 

(2). 

(4) Notwithstanding any other provision of this Program, both the “Actuarial 

Value” and “present value” of an employee’s accrued benefit under the

Retirement Accumulation Plan of this Program as of any given date shall 

equal the value of the employee’s account balance. 

 (h) Length of Service Date 

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Length of service date means the date recognized under Delphi policy 

utilizing date of hire and periods of employment with the Corporation or its 

subsidiaries which are considered unbroken under Delphi Policies. 

Section 2. Payment of Retirement Benefits and Supplements

 (a) (1) Except as otherwise provided in subsection (g) of this Section 2, 

retirement benefits and supplements will be paid monthly and 

commence not sooner than 30 days following receipt of the 

required written explanations of distribution options, provided; 

however, an employee may affirmatively elect in writing to 

commence the retirement benefits and supplements in less than 

30 days (but not less than 7 days). This Section 2(a)(1) does not 

apply to Part C of this Program. 

 (2) Monthly payments of an employee's retirement benefits other than 

for total and permanent disability become payable with the 

employee's consent commencing on the first day of the month 

coinciding with or next following the employee's first day of absence 

because of retirement and the benefits will be payable monthly for 

the employee’s lifetime; however this provision does not apply to 

Part C of this Program. No consent is required where the present 

value of benefits is $1,000, or less, as determined in accordance 

with Section 411(a)(11) of the Code. 

 (3) (i) Total and permanent disability retirement benefits will be 

payable monthly during the continuance of total and 

permanent disability and while the retiree otherwise remains 

eligible for such benefits. Such payments begin the latest of: 

 (aa) the first day of the month which includes the date the 

required proof of disability is received by the 

Corporation; 

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 (bb) the first day of the month which includes the date the 

employee has been continuously and totally disabled 

for a period of five months; or 

 (cc) the first day of the third month following the date the 

required proof of disability is received by the 

Corporation. 

 This subsection (cc) does not apply (a) if the 

employee dies prior to such date, or (b) where net 

Extended Disability Benefits under the Delphi Life and 

Disability Benefits Program are less than the benefits 

payable under this Program. Successive periods of 

absence due to the same disability as that upon which 

claim for total and permanent disability retirement 

benefits is based and aggregating at least five months 

will be considered the same as one continuous 

absence provided that the aggregate will not include 

any absence which precedes the last day at work by 

more than one year. 

 (ii) The death of an otherwise eligible employee who has been 

on disability leave for at least one month but prior to being 

continuously and totally disabled for a period of five months, 

and whose death was directly or indirectly the result of the 

terminal condition which gave rise to the disability leave of 

absence (excluding death as a result of homicide, suicide, or 

accidental death), and who has applied for retirement under 

Section 5 of the Eligibility for Retirement section of this 

Program, except that, effective October 1, 1999, (a) in the 

case of an occupational injury or disease incurred in the 

course of employment with the Corporation resulting in 

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DELPHI RETIREMENT PROGRAM FOR SALARIED EMPLOYEES 

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death, neither the one-month period nor the leave of 

absence requirement shall apply, and (b) in the case of a 

terminal condition as such term is used and qualified in this 

paragraph, the one-month period does not apply and does 

not disqualify an otherwise eligible surviving spouse from 

receiving a benefit under Section 5 of Article I of Part A. 

This Section 2(a)(3) does not apply to Part C of this 

Program. 

 (4) Any supplement is payable as provided in Section 7 of Article I of 

Part A. This Section 2(a)(4) does not apply to Part C of this 

Program. 

 (5) Part A benefits and supplementary benefits under Part B are not 

payable for any period in which any layoff payments, salary 

payments, or any sickness and accident benefits are payable to the 

employee by the Corporation or under any plan to which the 

Corporation has contributed, including Separation Allowance Plan 

Payments. If any layoff payment, separation allowance payment, 

salary payment, or sickness and accident benefit payment during 

any month is payable for a period of less than a complete month, a 

proportionate amount of any monthly Part A benefits and 

supplementary benefits under Part B will be paid for that portion of 

the month for which the retiree receives no layoff payments, 

separation allowance payments, salary payments, or sickness and 

accident benefits. Any primary benefits payable under Section 2 of 

Article I of Part B will be payable commencing on the first day of the 

month a Part A benefit is payable. 

 (6) Where a benefit is payable under a QDRO: 

 (i) the form or duration of payment may not be changed once 

the benefit is in payment status; 

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 (ii) an Alternate Payee's entitlement to a benefit actuarially 

adjusted to be payable on the life of the Alternate Payee 

under the QDRO will not revert to the employee even if the 

Alternate Payee dies prior to commencement of the benefit. 

 (b) If a retired employee who is receiving retirement benefits is 

reemployed by the Corporation or one of its directly or indirectly 

wholly-owned or substantially wholly-owned domestic subsidiaries, 

or any company or joint venture which has been divested from the 

Corporation (where termination of employment with the Corporation 

to work for such company or joint venture is not considered 

termination of employment for purposes of this Program), such 

employee will cease to receive such benefits during reemployment. 

Such an employee, if otherwise entitled pursuant to the provisions 

of this Program, will accrue additional credited service under this 

Program or the Program of the subsidiary where the employee has 

been reemployed and, if otherwise eligible, will be permitted to 

make contributions. This Section 2(b) does not apply to Part C of 

this Program. 

 (c) If a retired employee receives a retroactive Social Security 

Disability Insurance Benefit (SSDIB) award resulting from a 

reconsideration or hearing before an administrative law judge, the 

amount of retirement benefits to be repaid will be reduced by an 

amount equal to any attorney fees, paid by the retired employee, 

associated with the award, provided the retiree makes such 

repayment within 30 days of the date of notification by the 

Corporation of the amount to be repaid. This reduction applies only 

to attorney fees associated with a successful appeal of a denial of 

SSDIB, and includes only that portion of such fees associated with 

the period of time the retired employee was entitled to receive 

 retirement benefits. Any reimbursement for any such fees may not 

exceed 25% of the amount of any overpayment as of the first of the 

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DELPHI RETIREMENT PROGRAM FOR SALARIED EMPLOYEES 

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month immediately following the month in which the retiree is 

notified by Social Security of the retiree's SSDIB award. Attorney 

fees incurred for services received prior to denial of the initial 

application for SSDIB will not reduce the amount of repayment due. 

 The above provision is to be coordinated with a similar provision in 

the Delphi Life and Disability Benefits Program to ensure the retired 

employee does not receive credit for more than the actual amount 

of eligible attorney fees incurred in securing the award, and any 

reduction, as specified above, first will be taken as a reduction to 

any overpayment due from the employee under the Delphi Life and 

Disability Benefits Program. This Section 2(c) does not apply to 

Part C of this Program. 

 (d) To retire under this Program, an employee must have unbroken 

credited service at the time of retirement, except that a person who 

is eligible for benefits under the Separation Allowance Plan and is 

not being paid retirement benefits under this Program or the Delphi 

HRP will not be precluded from retiring without return to 

employment, even though such person has incurred a break in 

credited service as a result of such separation from the 

Corporation. 

 (e) If any retiree, surviving spouse or contingent annuitant to whom a 

benefit is payable is unable to care for their affairs because of 

illness or accident, any monthly benefit payment and supplement or 

survivor benefit due (unless prior claim has been made by a duly 

qualified guardian or other legal representative) may be paid to the 

spouse, parent, brother, sister, or other person or party (including 

private or public institutions) deemed by the Corporation to have 

incurred expense for such retiree or survivor otherwise entitled to 

payment. Any such payment will be a payment for the account of 

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DELPHI RETIREMENT PROGRAM FOR SALARIED EMPLOYEES 

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the retiree or survivor and will be a complete discharge of any 

liability of the Program. 

 (f) (1) All distributions of benefits will be determined and made in 

accordance with section 401(a)(9) of the Code and the 

regulations thereunder. 

 (2) The required beginning date of a participant is the later of 

the April 1 of the calendar year following the calendar year in 

which the participant attains age 70-1/2 or retires except that 

benefit distributions to a 5-percent owner must commence 

by the April 1 of the calendar year following the calendar 

year in which the participant attains age 70-1/2. An 

employee attaining age 70-1/2 on or after January 1, 1999 

who is not a 5-percent owner will not commence monthly 

receipt of accrued benefits under this Program until such 

employee actually retires. The employee's accrued benefit 

at age 70-1/2 will be actuarially increased to take into 

account the period after age 70-1/2 in which such employee 

was not receiving benefits under this Program, such 

increase to be recognized as additional benefit accruals to 

the extent described in Code § 411(b)(1)(H)(iii)(II). However, 

there will be no actuarial increase taken into account under 

Part C of this Program. 

 (g) Notwithstanding any other provision of this Section 2, where the 

sum of the present value of a former employee's or surviving 

spouse's monthly deferred retirement benefit commencing at 

age 65 under Part A, when combined with the present value of any 

accrued monthly deferred retirement benefit commencing at age 65 

under Part B, is $1,000, or less, the total amount of any accrued 

monthly benefit otherwise payable to such former employee, or to 

the surviving spouse of such deceased former employee, will be 

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paid in a single sum as soon as administratively practicable. In the 

case of a former employee who is not vested in the retirement 

benefits described in the preceding sentence, such former 

employee will be deemed, upon termination of Program 

participation, to have constructively received the total amount of 

such nonvested benefit. Where the present value of such benefit is 

more than $1,000 an otherwise eligible former employee, or 

surviving spouse, will have an option to receive a single-sum 

payment, but only with spousal consent, where applicable. Any 

single-sum payment will be determined based on the actuarial 

value as set forth in General Provision 1(g), and will be in full 

satisfaction of any benefit entitlement under this Program, and is 

irrevocable when paid. 

 In the event any such former employee who receives a single-sum 

payment is subsequently reemployed by the Corporation, such 

former employee will be treated as a newly-hired employee, with no 

entitlement to the reinstatement of any previous credited service, in 

recognition of earlier receipt of a single-sum payment representing 

the present value of the lifetime monthly benefit otherwise related to 

all such prior years of service. Notwithstanding the preceding 

sentence, if any such former employee who if not vested at the time 

of the employee’s separation from service, and is subsequently 

reemployed before five consecutive one-year breaks in service 

under Section 10 of Article II of Part A, the employee’s previous 

credited service will be reinstated, upon application. 

 In lieu of a single-sum payment which has a present value of more 

than $1,000, a former employee or surviving spouse under age 55 

may elect to receive lifetime monthly benefits that are the actuarial 

equivalent of such former employee's or surviving spouse's monthly 

deferred retirement benefits under Part A and Part B, if any. 

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In the event a single-sum payment of $1,000, or less cannot be 

made because the identity or location of the former employee or 

surviving spouse cannot be determined after reasonable efforts to 

do so have been made, and the payment remains undeliverable for 

a period of one year from the date of mailing of such notification by 

certified mail or registered mail with return receipt requested to the 

last known address of the former employee, or an equivalent 

method, such payment will be forfeited and applied to reduce 

Corporation contributions to the Program; provided, however, in the 

event the identity or location of the former employee or surviving 

spouse is subsequently determined, such payment will be made in 

a single sum. 

 (h) Notwithstanding any other provision of this Section 2, the payment 

of retirement benefits under this Program to an employee or former 

employee who has accepted employment with a company, all as 

set forth in Section 10 or 11 of these General Provisions, cannot 

commence under this Program until such employee has terminated 

employment with such company . 

 (i) In the event an employee or former employee becomes eligible to 

receive benefits under this Program, such employee or former 

employee will be provided with a written explanation of the available 

payment options. This explanation will be provided not more than 

180 days and not less than 30 days prior to the annuity starting 

date. 

 (j) Notwithstanding any provision of the Program to the contrary, in the 

event the Program pays a participant an eligible rollover distribution 

(as defined by Section 402(c)(4) of the Code), the participant may 

elect at the time and in the manner prescribed by the Plan 

Administrator, to have any portion of an eligible rollover distribution 

paid directly to an eligible retirement plan (as defined by Section 

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DELPHI RETIREMENT PROGRAM FOR SALARIED EMPLOYEES 

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402(c)(8)(B) of the Code) specified by the distributee in a direct 

rollover. For purposes of this subsection (j) of Section 2 of the 

General Provisions, a participant includes a spousal and nonspousal beneficiary. In no event will this Program accept a direct 

rollover payment from a participant. 

 (k) Notwithstanding any other provision of this General Provision, the 

payment of retirement benefits under this Program to an employee 

or former employee who has accepted employment with a 

successor company through a sale, divestiture or joint venture 

transaction, cannot commence a benefit under this Program until 

such employee or former employee has terminated employment 

with the successor company. 

 (l) Retroactive Benefit Commencement. Under certain circumstances 

described below, payments under this Program may be made 

retroactively where the explanation described in Section 2(i) above 

is provided on or after the participant’s scheduled benefit 

commencement date, in which case the benefit commencement 

date will be called a “Retroactive Annuity Starting Date” subject to 

modified procedures and benefit calculations as described in (1) 

and (2) below. 

Benefit payments may also be made retroactively where the 

explanation described in Section 2(i) above is provided before the 

employee’s scheduled benefit commencement date. This may 

occur where actual benefit payments are delayed as a result of 

administrative or participant delay or error, but benefits are paid 

retroactively to the employee’s scheduled Benefit commencement 

date. The rules of this Section 2(l) will not apply in this case. 

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 (1) Procedures. 

(aa) Explanation and Election. The 180-day period 

described in Section 2(i) above will end on the 

employee’s Actual Payment Date, rather than the 

annuity starting date. 

(bb) Employee consent. Employee consent, in a manner 

prescribed by the Plan Administrator, is required for a 

Retroactive Annuity Starting Date. 

(cc) Spousal consent. Spousal consent is required for a 

Retroactive Annuity Starting Date, in accordance with 

the Program’s spousal consent rules above. For 

purposes of this subparagraph (cc), the spouse is 

determined as of the Actual Payment Date. 

(2) Benefit Calculations 

In general, benefits commencing on the Retroactive Annuity 

Starting Date will be calculated using the actuarial 

assumptions applicable for this date (rather than the Actual 

Payment Date) (i.e., determinations of Actuarial Equivalence 

are made as of the Retroactive Annuity Starting Date). See 

below for special rules. 

(aa) Actuarial Assumptions. A benefit payable in a form 

subject to Code section 417(e)(3) will be the greater 

of the amount calculated using the definition of 

Actuarial Equivalence applicable to the Actual 

Payment Date and the amount calculated using the 

definition of Actuarial Equivalence applicable to the 

Retroactive Annuity Starting Date. 

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(bb) Make-up Payments. Make-up payments will be 

provided for any missed payments due to the delay 

between the Retroactive Annuity Starting Date and 

the Actual Payment Date, with an adjustment for 

interest to the extent required. 

(cc) 415 Limits. In general, a benefit payable under this 

Section will be subject to the requirements of Section 

16 below (Code section 415 limits) as applicable for 

the year of the Retroactive Annuity Starting Date. 

However, the following benefits payable under this 

Section will be subject to the requirements of Section 

16 as applicable for the year of the Actual Payment 

Date (in lieu of the year of the Retroactive Annuity 

Starting Date): A benefit payable in a form subject to 

Code section 417(e)(3); or a benefit payable in any 

other form, where the Actual Payment Date is more 

than twelve months after the Retroactive Annuity 

Starting Date. 

(3) Definitions 

For purposes of this Section 2(l), the following definitions 

apply: 

(aa) A “Retroactive Annuity Starting Date” is an annuity 

starting date affirmatively elected by an employee that 

occurs on or before the date the written explanation 

described in Section 2(i) is provided, subject to the 

limitations in (3) above. In no event will a Retroactive 

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Annuity Starting Date be earlier than an employee’s 

termination of employment 

(bb) The “Actual Payment Date” is the date benefit 

payments actually commence. 

Section 3. Deductions for Workers Compensation

 In determining the monthly benefits payable under Part A, Part C, and any 

supplementary benefits payable under Part B of this Program, a deduction will be 

made, unless prohibited by law, equivalent to all or any part of workers 

compensation (including compromise or redemption settlements) payable to such 

employee by reason of any law of the United States, or any political subdivision 

thereof; provided, however, that the deductions may only be made if the workers 

compensation was provided by premiums, taxes, or other payments paid by or at 

the expense of the Corporation, except that no deduction will be made for the 

following: 

 (a) workers compensation payments specifically allocated for hospitalization 

or medical expense, fixed statutory payments for the loss of any bodily 

member, or 100% loss of use of any bodily member, or payments for loss 

of industrial vision; or 

 (b) compromise or redemption settlements payable prior to the date monthly 

retirement benefits first become payable. 

Section 4. Assignments and Loans

 (a) No right or interest of any participant or of any beneficiary of any 

participant under the Program is assignable or transferable, in whole or in 

part, either directly or by operation of law or otherwise, including, but not 

by way of limitation, execution, levy, garnishment, attachment, pledge, 

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DELPHI RETIREMENT PROGRAM FOR SALARIED EMPLOYEES 

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bankruptcy or in any other manner, but excluding devolution by death or 

mental incompetency, and no right or interest of any such participant or 

beneficiary will be liable for, or subject to, any obligation or liability of such 

participant or beneficiary except in accordance with provisions of a QDRO 

provided, however, that any retired employee or eligible survivor: 

 

 (1) who elects health care coverages or life insurance made available 

by the Corporation may, insofar as it is consistent with the 

regulations governing the plans providing such coverages, 

participate in such coverages and have deducted, pursuant to the 

retired employee's or survivor's authorization and direction 

acceptable to the Corporation, the required contribution for such 

coverages as it may be established from time to time; 

 (2) will have federal and state income tax withheld pursuant to federal 

and state statutes or regulations unless, only with respect to federal 

income tax, elected otherwise by submitting to the Corporation 

authorization and direction acceptable to the Corporation; or 

 (3) who submits to the Corporation written authorization and direction 

acceptable to the Corporation may have amounts of not less than 

$40.00 per month, but in no event more than 10% of the retired 

employee's monthly benefit, withheld to repay any outstanding 

overpayment owing to the Corporation or to any benefit plan of the 

Corporation. 

 (a) An employee may not borrow against employee 

contributions under this Program. 

Section 5. Corporation Contributions

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DELPHI RETIREMENT PROGRAM FOR SALARIED EMPLOYEES 

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 (a) While the Corporation does not guarantee to do so, it expects to provide, 

over such period as it may determine, the cost of the benefits described in 

Part A, Part C, and the primary benefits accrued after December 31, 1984 

described in Part B, to the extent not covered by employee contributions 

made after December 31, 1984, and the supplementary benefits described 

in Part B (including the optional benefits described in Sections 5, 6, and 8 

of Article I of Part A and in Sections 4 and 5 of Article I of Part B to the 

extent such optional benefits are in lieu of, or related to, such benefits), 

either through placing funds in a retirement trust or through a contract with 

one or more insurance companies, or both. Such funds will include 

employee contributions made after January 1, 1985. The Named 

Fiduciary may appoint an investment manager or managers, as defined 

under ERISA to manage any assets of the Program. 

 (b) Benefits under Part A, Part C, and primary benefits accrued after 

December 31, 1984 under Part B and supplementary benefits under 

Part B (including the aforementioned optional benefits) will be paid only to 

the extent that they are provided for by the assets of such retirement trust 

or under such contract with one or more insurance companies. 

 (d) The Corporation will comply with all funding requirements of ERISA and 

the Code as they apply to this Program. 

 (e) The Corporation may charge to the fund expenses necessary for the 

proper administration of the Program and investment of the funds, 

including, but not limited to, the direct cost of benefit administration 

performed by, or on behalf of, the Corporation for the Program, the cost of 

consultant and actuarial services, and Pension Benefit Guaranty 

Corporation (“PBGC”) premiums for participants. 

Section 6. Amendment, Modification, Suspension, or Termination, 

 Merger, Consolidation, or Transfer of Assets of Program 

 by Corporation

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 (a) The Corporation reserves the right, by and through its Board of Directors, 

to amend, modify, suspend, or terminate the Program in the future. 

Absent a written delegation of authority from the Board of Directors, no 

one has any authority whatsoever to commit to the provision of any 

retirement benefit, or benefit provision, not otherwise provided expressly 

under the written terms of this Program, or to change any eligibility criteria, 

or any other provision or criteria of this Program as constituted herein. 

 (b) (1) If the Corporation, in accordance with this Section 6, or the PBGC, 

partially or totally terminates the Program, the amount of the 

assets, which are available to provide benefits, and which are held 

by the trustees or insurance companies as of the termination date, 

will be allocated, after deducting expenses for administration or 

liquidation, in the following manner and order to the extent of the 

sufficiency of such assets, and in accordance with any regulations 

for such determinations as may be issued by the PBGC: 

 (aa) first, to that portion of each individual's accrued benefit which 

is derived from the participant's mandatory contributions. 

 (bb) second, in the case of benefits payable as an annuity : 

 (i) In the case of the benefit of a participant or 

beneficiary which was in pay status as of the 

beginning of the 3-year period ending on the 

termination date of the Program, to each such benefit, 

based on the provisions of the Program (as in effect 

during the 5-year period ending on such date) under 

which such benefit would be the least; and 

 (ii) In the case of a participant's or beneficiary's benefit 

(other than a benefit described in subparagraph 

(bb)(i) above) which would have been in pay status as 

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DELPHI RETIREMENT PROGRAM FOR SALARIED EMPLOYEES 

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of the beginning of such 3-year period if the 

participant had retired prior to the beginning of the 

3-year period and if benefits had commenced (in the 

normal form of annuity under the Program) as of the 

beginning of such period, to each such benefit based 

on the provisions of the Program (as in effect during 

the 5-year period ending on such date) under which 

such benefit would be the least. 

 For purposes of subparagraph (bb)(i) above, the lowest 

benefit in pay status during a 3-year period will be 

considered the benefit in pay status for such period: 

 (cc) third, to all other benefits (if any) of individuals under the 

Program which are guaranteed under the plan termination 

insurance provisions of ERISA determined without regard to 

Section 4022(B)(a); 

 (dd) fourth, to all other nonforfeitable benefits under the Program; 

and 

 (ee) fifth, to all other benefits under the Program. 

 (2) (aa) The amount allocated under any of the preceding 

paragraphs with respect to any benefit will be properly 

adjusted for any allocation of assets with respect to the 

benefit under a prior paragraph of this Section 7. 

 (bb) If the assets available for allocation under any of the 

preceding paragraphs (other than paragraphs (b)(1)(dd) and 

(b)(1)(ee)) are insufficient to satisfy in full the benefits of all 

individuals which are described in such paragraphs, the 

assets will be allocated pro rata among such individuals on 

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DELPHI RETIREMENT PROGRAM FOR SALARIED EMPLOYEES 

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the basis of the present value (as of the termination date) of 

their respective benefits described in such paragraphs. 

 (cc) If the assets available for allocation under 

paragraph (b)(1)(dd) are insufficient to satisfy in full the 

benefits of individuals described in that paragraph: 

 (i) Except as provided in subparagraph (b)(2)(cc)(ii) 

below, the assets will be allocated to the benefits of 

individuals described in subparagraph (b)(1)(dd) on 

the basis of the benefits of individuals which would 

have been described in such subparagraph (b)(1)(dd) 

under the Program as in effect at the beginning of the 

5-year period ending on the date of the Program's 

termination; and 

 (ii) If the assets available for allocation under 

subparagraph (b)(2)(cc)(i) above are sufficient to 

satisfy in full the benefits described in such 

subparagraph (without regard to this subparagraph), 

then for purposes of subparagraph (b)(2)(cc)(i), 

benefits of individuals described in such 

subparagraph will be determined on the basis of the 

Program as amended by the most recent Program 

amendment effective during such 5-year period under 

which the assets available for allocation are sufficient 

to satisfy in full the benefits of individuals described in 

subparagraph (b)(2)(cc)(i) and any assets remaining 

to be allocated under such subparagraph will be 

allocated under subparagraph (b)(2)(cc)(i) on the 

basis of the Program as amended by the next 

succeeding Program amendment effective during 

such period. 

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 (3) In the event of any termination or partial termination of the 

Program, the right of all affected employees to benefits accrued to 

the date of such termination or partial termination, to the extent 

funded as of such date, is nonforfeitable. 

 (4) If any assets of the Program attributable to employee contributions 

remain after all liabilities of the Program to participants and their 

beneficiaries have been satisfied, such assets will be equitably 

distributed to the employees who made such contributions (or their 

beneficiaries) in accordance with their rate of contributions. Any 

residual assets of the Program may be distributed to the 

Corporation if all liabilities of the Program to participants and their 

beneficiaries have been satisfied. 

 (5) For purposes of this Section 6(b), the term "mandatory 

contributions" means amounts contributed to the Program by a 

participant which are required as a condition of participation in the 

Program, or as a condition of obtaining benefits under the Program 

attributable to employer contributions. For this purpose, the total 

amount of mandatory contributions of a participant is the amount of 

such contributions reduced (but not below zero) by the sum of the 

amounts paid or distributed to the participant under the Program 

before its termination. 

 (6) If the Secretary of the Treasury determines that the allocation made 

pursuant to this Section 6 results in discrimination prohibited by 

Section 401(a)(4) of the Code, then, if required to prevent the 

disqualification of the Program (or any trust under the Program) 

under Section 401(a) or 403(a) of the Code, the assets will be 

reallocated to avoid such discrimination. 

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DELPHI RETIREMENT PROGRAM FOR SALARIED EMPLOYEES 

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 (c) In the event of any merger or consolidation with, or transfer of assets or 

liabilities to, any other plan or program, each participant in the Program 

would, if the Program then terminated, receive a benefit immediately after 

the merger, consolidation, or transfer which is at least equal to the benefit 

such participant would have been entitled to receive immediately before 

the merger, consolidation, or transfer, if the Program had then terminated. 

Section 8. Non-Duplication of Benefits

 Except as provided in Section 6 of Article II of Part A, no employee of the 

Corporation or its subsidiaries eligible to accrue benefits under this Program will 

be eligible to accrue benefits under any separate plan under the Delphi controlled 

group. Nor will any employee, while accruing benefits under any plan of the 

controlled group, be eligible to accrue benefits under any other retirement or 

pension plan of the controlled group. 

Section 9. Treatment of Certain Employees Under Limited Early 

 Retirement Provisions and Prior Program Provisions

 (a) Limited Early Retirement Provisions

 Pursuant to authority granted by the Corporation's Board of Directors, the 

Corporation may, from time-to-time and in its sole discretion, adopt limited 

early retirement provisions to provide retirements (i) during a specified 

period of time, (ii) at a specified level of benefits, and (iii) for identified 

salaried employees. Any such early retirement provisions that may be 

adopted by the Corporation in compliance with the authority granted 

earlier by its Board of Directors, are made a part of this Program as 

though set out fully herein. 

 (b) Provisions of Past Programs to Honor Prior Commitments

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DELPHI RETIREMENT PROGRAM FOR SALARIED EMPLOYEES 

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 To implement various commitments made, prior to October 1, 1987, by 

General Motors to certain otherwise eligible employees with respect to the 

availability to each of them of unreduced retirement benefits commencing 

as early as their attainment of age 55, Program provisions in effect at the 

time such commitments were made shall continue to apply to such 

employees. 

 The provision immediately above is limited in applicability solely to 

otherwise eligible employees from the following units, and any special 

conditions relevant to the commitment to each such group of employees 

are shown: 

 (1) Employees who were working at facilities which had been 

announced, as of August 31, 1987, to be closed or phased-out, as 

follows: 

Division/Unit Facilities 

Fisher Guide Elyria 

Fort Street 

Harrison Buffalo 

Inland Livonia 

Tecumseh 

New Departure-Hyatt Bristol 

 (2) Otherwise eligible employees who are absent at date of retirement 

from any unit due to layoff which commenced prior to October 1, 

1987, whose age plus credited service totaled 55 or more on the 

date of layoff. 

 (3) Otherwise eligible employees for whom credited service has been 

continued as a result of such things as (i) the sale of operations, 

(ii) a joint venture, or (iii) other similar-type transactions, such as 

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DELPHI RETIREMENT PROGRAM FOR SALARIED EMPLOYEES 

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acquisitions and mergers, as specifically set forth in Section 10 and 

11of General Provisions. 

Section 10. Treatment of Certain Employees 

 (a) Delco Electronics Division

 An employee who at the request of GM terminated employment with Delco 

Electronics Division to accept employment with Tau Laboratories will not 

be considered as having terminate demployment for purposes of this 

Program provided such employee (i) on such employee's last day worked 

for Delco Electronics Division had 10 or more years of credited service 

and age plus credited service totaled 55 or more, and (ii) such employee 

remained employed by Tau Laboratories through: 

 (1) December 31, 1987; or 

 (2) December 31, 1984, and is terminated by Tau Laboratories other 

than as a discharge (i.e., for cause). 

 For any month in which the employee is employed by Tau Laboratories, or 

any other employer, an employee to whom this Section 10 (a) applies who 

was under age 54 on the last day worked for Delco Electronics Division 

and who subsequently retires under this Program will not be entitled to 

receive the temporary benefit that otherwise may be payable under Part A 

of this Program. 

 (b) Saginaw Division's Actuator Products Group

 In connection with the sale of Saginaw Division's Actuator Products Group 

to Thomson Industries, Inc., termination of employment with GM, other 

than by death or retirement, will not be considered as having terminated 

employment for purposes of this Program, provided such employee 

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(i) who on April 30, 1987 had 10 or more years of credited service and 

whose years of age plus credited service totaled 55 or more, and 

(ii) whose termination of employment with GM occurs after such employee 

has been employed by Thomson Industries, Inc., through: 

 (1) April 30, 1990; or 

 (2) a date prior to April 30, 1990, and is terminated by Thomson 

Industries, Inc., other than as a discharge (i.e., for cause). 

 (c) AC Rochester Products Division

 In connection with the sale of the fuel injection business of the AC 

Rochester Products Division, Grand Rapids, to Penske Transportation, 

Inc., and Detroit Diesel Corporation, hereinafter referred to as Diesel 

Technology Corporation (DTC), an employee who accepted employment 

with DTC was placed on a special leave of absence for up to three years. 

During the three-year period which commenced November 1, 1988, any 

such employee will (i) participate in the DTC Pension Plan, (ii) will not be 

eligible to accrue credited service under Part A or continuous service 

under Part B, and (iii) will not be eligible to contribute under Part B. 

 All of the Program assets attributable to any Part A and Part B benefits 

accrued by any employee who accepted employment at DTC were 

transferred to DTC. As a result of such transfer of assets, all prior benefit 

entitlement, of whatever nature, ceased on the date of such transfer, and 

the total responsibility and liability was assumed by DTC, which has 

assumed concurrently the sole responsibility to provide entirely for any 

retirement benefit entitlement of any such employee. The sales 

agreement executed earlier between the parties provides that DTC will 

remain liable under its pension plan for any benefits attributable to such a 

rehired employee's service at DTC during any employment period at DTC. 

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 In view of the prior transfer of assets to DTC representing the full and fair 

value of any accrued benefit entitlement under this Program at date of 

such transfer, in the event that any such employee who accepts 

employment at DTC is reemployed by the Corporation after (i) expiration 

of the three year leave of absence period, or (ii) voluntarily terminated 

employment at DTC within the three year leave of absence period, such 

employee will be treated under this Program as a newly-hired employee, 

with no entitlement to any benefits or credited service related to all such 

prior participation . 

 (d) Delco Chassis Division’s Machine Control Systems Group

 In connection with the sale of the Delco Chassis Division’s Machine 

Control Systems Group to the Dayton-Phoenix Group, Inc., termination of 

employment with GM, other than by death or retirement, will not be 

considered as having terminated employment for purposes of this 

Program with respect to an employee (i) who on October 31, 1992 had 10 

or more years of credited service and whose years of age plus credited 

service totaled 55 or more, and (ii) whose termination of employment with 

GM occurs after such employee has been employed by the DaytonPhoenix Group, Inc., through October 31, 1995. 

 (e) Saginaw Division’s Final Drive and Forge Business Unit

 In connection with the sale, dated February 28, 1994, of the Saginaw 

Division's Final Drive and Forge Business Unit to American Axle and 

Manufacturing, Inc. (AAM), termination of employment with GM will not be 

considered as having terminated employment for purposes of this 

Program with respect to an employee who became an employee of AAM 

in accordance with the terms of the sales agreement between GM and 

AAM. 

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 Notwithstanding the above, the benefits payable under this Program to an 

employee who became an employee of AAM will be based on the 

provisions of this Program and the applicable terms and conditions of 

Article V, Section 5.4.1.(i) through 5.4.1.(vii) of the sales agreement which 

is incorporated by reference. 

 (f) Delco Chassis Division’s Motors and Actuators Business Unit

 In connection with the joint venture, dated March 31, 1994, between the 

Delco Chassis Division’s Motors and Actuators Business Unit and ITT 

Automotive Electrical Systems, Inc., (ESI – subsequently Valeo Inc.), 

termination of employment with GM will not be considered as having 

terminated employment for purposes of this Program with respect to an 

employee who became an employee of ESI in accordance with the terms 

of the sales agreement between GM and ESI. 

 Notwithstanding the above, the benefits payable under this Program to an 

employee who became an employee of ESI will be based on the 

provisions of this Program and the applicable terms and conditions of 

Article V, Section 5.6.1(i). through 5.6.1.(vii). of the sales agreement which 

is incorporated by reference. 

 (g) Delco Remy Division’s Starter Motor and Generator Business Units

 In connection with the sale, dated July 31, 1994, of the Delco Remy 

Division’s Starter Motor and Generator Business Units to Delco Remy 

America, Inc., (DRA), termination of employment with GM will not be 

considered as having terminated employment for purposes of this 

Program with respect to an employee who became an employee of DRA 

in accordance with the terms of the sales agreement between GM and 

DRA. 

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 Notwithstanding the above, the benefits payable under this Program to an 

employee who became an employee of DRA will be based on the 

provisions of this Program and the applicable terms and conditions of 

Article VII, Section 7.5.B. of the sales agreement which is incorporated by 

reference. 

 (h) Delphi Energy and Engine Management System Division’s 

 Magnequench Business Unit

 In connection with the sale, dated September 30, 1995, of the Delphi 

Energy and Engine Management System Division’s Magnequench 

Business Unit, to Magnequench International, Inc. (MQI), termination of 

employment with GM will not be considered as having terminated 

employment for purposes of this Program with respect to an employee 

who became an employee of MQI in accordance with the terms of the 

sales agreement between GM and MQI. 

 Notwithstanding the above, the benefits payable under this Program to an 

employee who becomes an employee of MQI will be based on the 

provisions of this Program and the applicable terms and conditions of 

Article 5, Section 5.5.2. of the Assets Purchase Agreement which is 

incorporated by reference. 

 (i) Delphi Interior and Lighting Systems' Flint and Livonia Plants

 In connection with the sale, dated December 31, 1996, of the Delphi 

Interior and Lighting Systems' Flint and Livonia Plants to Peregrine 

Incorporated (Peregrine), termination of employment with GM will not be 

considered as having terminated employment for purposes of this 

Program with respect to an employee who became an employee of 

Peregrine in accordance with the terms of the sales agreement between 

GM and Peregrine. 

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 Notwithstanding the above, the benefits payable under this Program to an 

employee who became an employee of Peregrine will be based on the 

provisions of this Program and the applicable terms and conditions of 

Article 5, Section 5.6.2. of the sales agreement which is incorporated by 

reference. 

 Additionally, the Delphi SRP will pay the pro-rata portion of the Early 

Retirement Supplement (ERS) that otherwise would have been payable 

under the Peregrine U.S., Inc. (Peregrine) Salaried Retirement Program 

for employees who transferred to Peregrine and who had 30 years of GM 

credited service on the date of the sale or who returned to Delphi and 

accrued 30 or more years of Delphi credited service and retired after 

January 1, 1999. This provision applies only to those employees hired by 

GM prior to January 1, 1988. The ERS payments would continue until the 

retiree reaches age 62 and one month. 

 (j) Delphi Chassis Systems – Livonia Plant

 In connection with the sale, dated August 31, 1998, of the Delphi Chassis 

Systems’ Livonia Plant to Chasco Systems, Inc. (Chasco), termination of 

employment with GM will not be considered as having terminated 

employment for purposes of this Program with respect to a GM employee 

who became an employee of Chasco in accordance with the terms of the 

sales agreement between GM and Chasco. 

 Notwithstanding the above, the benefits payable under this Program to a 

GM employee who became an employee of Chasco will be based on the 

provisions of this Program and the applicable terms and conditions of 

Article 5, Section 5.6.2 of the sales agreement which is incorporated by 

reference. 

 (k) Delphi Interior and Lighting Systems’ Auburn Hills and Grand Rapid 

Plants

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 In connection with the sale, dated August 31, 1998, of the Delphi Interior 

and Lighting Systems’ Auburn Hills and Grand Rapid Plants to Lear 

Corporation (Lear), termination of employment with GM will not be 

considered as having terminated employment for purposes of this 

Program with respect to a GM employee who became an employee of 

Lear in accordance with the terms of the sales agreement between GM 

and Lear. 

 Notwithstanding the above, the benefits payable under this Program to a 

GM employee who became an employee of Lear will be based on the 

provisions of this Program and the applicable terms and conditions of 

Article 5, Section 5.5.2 of the sales agreement which is incorporated by 

reference. 

 (l) Delphi Interior and Lighting Systems’ Anderson and Monroe Plants

 In connection with the sale dated September 29, 1998, of the Delphi 

Interior and Lighting Systems’ Anderson, Indiana and Monroe, Louisiana 

Plants to Light source Parent Corporation and PEP Guide, LLC, 

termination of employment with GM will not be considered as having 

terminated employment for purposes of this Program with respect to a GM 

employee who became an employee of PEP Guide, LLC in accordance 

with the terms of the sales agreement between GM and PEP Guide, LLC. 

 Notwithstanding the above, the benefits payable under this Program to a GM 

employee who became an employee of PEP Guide, LLC will be based on the 

provisions of this Program and the applicable terms and conditions of Article 6, 

Section 6.6.2 of the sales agreement which is incorporated by reference. 

(m) Divestiture of Inteva 

In connection with the “Master Sale and Purchase Agreement Among Delphi 

Corporation and Inteva Products, LLC” dated as of October 15, 2007,(“Inteva 

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DELPHI RETIREMENT PROGRAM FOR SALARIED EMPLOYEES 

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Sales Agreement”) of the Delphi Interior plants at Adrian MI, Cottondale, AL, and 

Gadsten, AL, termination of employment with Delphi will not be considered as 

having terminated employment for purposes of this Program with respect to a 

Delphi employee who became an employee of Inteva in accordance with the 

terms of the Inteva Sales Agreement. 

Notwithstanding the above, the benefits payable under this Program to a Delphi 

employee who became an employee of Inteva will be based on the provisions of 

this Program, are contingent upon Inteva’s reimbursement of certain costs in 

accordance with Section 6.6.4.E of the Inteva Sales Agreement, and the 

following terms and conditions: 

• Employees who are not vested under the Program as of the date of sale 

may become vested after the date of sale due to the coordination of 

service provisions. 

• Vesting and retirement eligibility under the Program will be determined by 

adding Part A and/or Part C credited service accrued under the Program 

as of the date of the sale to the credited service accrued at Inteva 

between the date of sale and the employee’s separation from Inteva. 

• Any salaried employee who becomes an Inteva employee and who is or 

becomes vested under the Program prior to separating their employment 

with Inteva, shall be entitled to payment from the Program. 

• The coordination provision will only apply while the participant is 

continuously employed at Inteva (or within the Inteva controlled group of 

companies). Any separation of employment from Inteva will cause the 

coordination of service to cease (regardless of a subsequent future re-hire 

by Inteva). A separation includes any involuntary and voluntary 

separation, retirement, death, or the sale of the business by Inteva to a 

successor company. 

• Employees who transfer to Inteva will not be eligible to commence or 

receive a Program benefit while working for Inteva in any capacity. If an 

employee separates from Inteva, commences a Delphi retirement benefit, 

and is subsequently reemployed by Inteva (or within the Inteva controlled 

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DELPHI RETIREMENT PROGRAM FOR SALARIED EMPLOYEES 

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group of companies) on a regular, contract, or other basis, the benefit will 

be suspended until the employee terminates his or her employment. If the 

rehire occurs more than one year after the initial separation, the Program 

benefit will not be suspended. 

• Participants in Part C, the Retirement Accumulation Plan (RAP), will be 

covered by these provisions, meaning that their service at Inteva will be 

recognized for purposes of vesting and eligibility. They may take a 

distribution in accordance with the terms of the RAP upon separation from 

Inteva. 

• Basic benefit rate, temporary benefit rates, interim supplement rates and 

early retirement supplement amount will be determined on the basis of the 

earlier of the date of the freeze of the Program or the employee’s 

separation date from Inteva. 

• Participants with service dates before January 1, 2001, who separate from 

Inteva and qualify for a normal, early voluntary or a total and permanent 

disability retirement under the Program on the basis of combined service 

will be eligible for Part A benefits. 

• Part A Basic benefits will be calculated using the SRP credited 

service accrued through the date of the sale. 

• Participants with a continuous service date before 1-1-1988, may 

qualify for a Part A Supplement. A Interim Supplement or a 

Temporary Benefit will be calculated using the credited service 

accrued through the earlier of the date of the sale. If eligible for a 

Voluntary Retirement with 30 or more years of combined Delphi 

and Inteva credited service, the Early Retirement Supplement will 

be payable in full, regardless of the actual years of credited service 

accrued under the SRP. 

• Participants who separate from Inteva and qualify for a normal, early 

voluntary or a total and permanent disability retirement under the Program 

and who were participating in Part B of the Program as of date of sale and 

whose contributions remain in the Program until their date of separation 

from Inteva (Note: a withdrawal of Part B contributions while employed 

with Inteva will be considered an in-service withdrawal) will receive; 

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• Part B Primary benefits based on contributions accrued as of the 

date of sale. 

• Part B Supplementary Benefits based on the average base salary 

and Part B credited service as of the date of the sale. 

• Participants who separate from Inteva and are vested on the basis of 

combined credited service retain all the payment options in accordance 

with the applicable Program provisions. 

• Survivor benefits are payable if as of the date of death the participant is 

vested on the basis of combined Delphi and Inteva credited service. The 

pre-retirement automatic survivor provisions will be based on the 

combined Delphi and Inteva credited service and the age of the participant 

on the date of death. 

(n) Divestiture of Saginaw Steering

In connection with the “Master Sale and Purchase Agreement Among Delphi 

Corporation, Buyer Parent, and the Other Sellers Party Hereto” (still undated as 

of this report) (“ Sales Agreement”) of the Delphi Steering plants in Athens AL, 

and Saginaw MI, termination of employment with Delphi will not be considered as 

being a separation of service for purposes of this Program with respect to a 

Delphi employee who became an employee of in accordance with the terms of 

the Sales Agreement. The Program will recognize the post-divestiture service 

of salaried employees, who are transferred to Platinum as part of the sale, for the 

purposes of vesting and retirement eligibility (which includes retirement type) but 

not benefit accrual. 

Notwithstanding the above, the benefits payable under this Program to a Delphi 

employee who became an employee of Platinum will be based on the provisions 

of this Program and the following terms and conditions: 

• Employees who are not vested under the Program as of the date of sale 

may become vested after the date of sale due to the combination of 

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DELPHI RETIREMENT PROGRAM FOR SALARIED EMPLOYEES 

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Program credited service and credited service earned at Platinum 

between the date of the sale and the employee’s separation from the 

buyer. 

• Vesting and retirement eligibility under the Program will be determined by 

adding Part A and/or Part C credited service accrued under the Program 

as of the date of the sale to the credited service earned at Platinum 

between the date of sale and the employee’s separation from Platinum. 

• Any salaried employee who transfers to Platinum as part of the sale and 

who is vested at the date of the sale or becomes vested under the 

Program based on combined credited service (credited service accrued 

prior to the date of the sale plus credited service granted for time worked 

at the Platinum) prior to separating their employment with Platinum, shall 

be entitled to future benefit under the Program. 

• The coordination provision will only apply while the participant is 

continuously employed at Platinum (or within the Platinum controlled 

group of companies). Any separation of employment from Platinum will 

cause the coordination of service to cease (regardless of a subsequent 

future re-hire by Platinum). A separation includes any involuntary and 

voluntary separation, retirement, death, or the sale of the business by 

Platinum to a successor employer. 

• Employees who transfer to Platinum will not be eligible to commence or 

receive a Program benefit until they separate their employment with 

Platinum. Furthermore, if a transferred employee separates from the 

Platinum, commences their bona fide retirement and then is subsequently 

employed by Platinum in any capacity within one year, Delphi will suspend 

the SRP benefit and recommence a recalculated SRP benefit when the 

term of employment ends. 

 

• SRP participants in Part C, the Retirement Accumulation Plan (RAP), will 

be covered by these provisions, meaning that their service at Platinum will 

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DELPHI RETIREMENT PROGRAM FOR SALARIED EMPLOYEES 

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be recognized for purposes of vesting and eligibility. They may take a 

distribution in accordance with the terms of the RAP upon separation from 

Platinum. 

• Basic benefit rate, temporary benefit rates, interim supplement rates and 

early retirement supplement amount will be determined on the basis of the 

earlier of the date of the freeze of the Program or the employee’s 

separation date from Platinum. 

• Participants with a continuous length of service dates before January 1, 

2001, who separate from Platinum and qualify for a normal, early 

voluntary or a total and permanent disability retirement under the Program 

on the basis of combined service will be eligible for Part A benefits. 

3⁄4 Part A Basic benefits will be calculated using the SRP credited 

service accrued through the date of the sale. 

3⁄4 Participants with a continuous service date before January 1, 1988, 

may qualify for a Part A Supplement. An Interim Supplement or a 

Temporary Benefit will be calculated using the credited service 

accrued through the date of the sale. If eligible for a Voluntary 

Retirement with 30 or more years of combined Delphi and Platinum 

credited service, the Early Retirement Supplement will be payable 

in full, regardless of the actual years of credited service accrued 

under the SRP. 

• Participants with a continuous length of service dates before January 1, 

2001 who separate from Platinum and qualify for a normal, early voluntary 

or a total and permanent disability retirement under the Program and who 

were participating in Part B of the Program as of date of sale and whose 

contributions remain in the Program until their date of separation from 

Platinum (Note: a withdrawal of Part B contributions while employed with 

Platinum will be considered an in-service withdrawal) will receive: 

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• Part B Primary benefits based on contributions accrued as of the 

date of sale. 

• Part B Supplementary Benefits based on the average base salary 

and Part B credited service as of the date of the sale. 

• Participants with a continuous length of service dates before January 1, 

2001, who transfer to Platinum as part of the sale, and who have 10 or 

more years of combined credited service are eligible to apply for a Total 

and Permanent Disability (T&PD) retirement. An application is valid only if 

it is made prior to the employee separating their employment from 

Platinum. 

• Participants who separate from Platinum and are vested on the basis of 

combined credited service retain all the payment options in accordance 

with the applicable Program provisions. 

• Survivor benefits are payable if, as of the date of death, the participant is 

vested on the basis of combined Delphi and Platinum credited service. 

The pre-retirement automatic survivor provisions will be based on the 

combined Delphi and Platinum credited service and the age of the 

participant on the date of death. 

Section 11. Treatment of Certain Employees 

(a) Electronic Data Systems (EDS) 

 (1) In connection with the transition of certain GM employees to EDS, 

the provisions of Part A, Article II, Section 3 which otherwise serve 

to break credited service under such circumstances, will not apply 

to any such transition employee who has 10 or more years of 

credited service on the last day worked prior to such transition. 

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However, no additional credited service will accrue under this 

Program for any such transitioning employee. 

 (2) Each transitioned employee who on the date of transfer to EDS had 

completed less than 30 years of credited service, or whose years of 

age and years of credited service totaled less than 85, and who 

thereafter retires (a) prior to age 62 and one month with 30 or more 

years of combined service with GM/Delphi and EDS, or (b) between 

ages 55 and 61 and the total of whose years of age and years of 

combined service with GM/Delphi and EDS equals or exceeds 85, 

shall be entitled to receive the following described benefits, while 

otherwise eligible: 

 (a) With respect to any monthly payment falling prior to age 62 

and one month, at which time any such benefit will cease to 

be payable, a monthly Subsidized Early Retirement Benefit, 

defined as and amount equal to the Part A normal retirement 

benefit, based upon credited service under this Program as 

of the earlier of the date of transfer or March 1, 1989, and 

the basic benefit rate in effect on March 1, 1989, actuarially 

reduced from age 62, in accordance with Part A, Article I, 

Section 2(b)(2)(i). Such Subsidized Early Retirement Benefit 

is reduced by the sum of the following monthly amounts, 

 each of which includes any post retirement increases 

granted on benefits accrued both prior to and subsequent to 

March 1, 1989: 

 (i) any Part A basic benefit determined without regard to 

this section, 

 (ii) any Part B benefits accrued after March 1, 1989, and 

 (iii) any benefit payable under the EDS Retirement Plan 

attributable to benefit accruals after March 1, 1989. 

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DELPHI RETIREMENT PROGRAM FOR SALARIED EMPLOYEES 

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 (b) Upon attainment of age 62 and one month, a monthly 

Minimum Guaranteed Benefit amount, determined by 

multiplying the credited service under this Program as of the 

earlier of the date of transfer or March 1, 1989 by the Part A 

basic benefit rate in effect on March 1, 1989, reduced by the 

sum of the following monthly amounts, each of which 

includes any post retirement increases granted on benefits 

accrued both prior to and subsequent to March 1, 1989: 

 (i) any Part A basic benefit determined without regard to 

this section, 

 (ii) any Part B benefits accrued after March 1, 1989, 

 (iii) any benefit payable under the EDS Retirement Plan 

attributable to benefit accruals after March 1, 1989, 

and 

 (iv) the total of retirement offsets described in subsections 

2(a)(i), (ii) and (iii) above for any month prior to age 

62 and one month, to the extent such offsets exceed 

the amount of the Subsidized Early 

Retirement Benefit. Any such excess will be 

expressed as a life annuity commencing at age 62 

and one month. 

 (3) Each transitioned employee who on the date of transfer to EDS had 

completed less than 30 years of credited service, and who thereafter 

retires prior to age 62 and one month with 30 years or more of combined 

service with GM/Delphi and EDS, is entitled to receive, if otherwise 

eligible, with respect to any monthly payment failing prior to age 62 and 

one month, at which time any such benefit will cease to be payable, a 

monthly Incremental Benefit, as defined hereafter. The Incremental 

Benefit is $1,400.00, multiplied by the Service Factor, as defined 

hereafter, and reduced by the sum of the following monthly amounts, 

subsections, (b) and (c) of which include any post retirement increases: 

(a) the Subsidized Early Retirement Benefit, 

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(b) the Part B supplementary benefit, and 

(c) the maximum primary Social Security Benefit payable unreduced 

because of age. 

 The Service Factor is a fraction, the numerator of which is years of 

credited service under this Program as of the earlier of the date of transfer 

to EDS, or March 1, 1989, and the denominator of which is 30. 

 (4) In determining the amount of any benefit payable under the EDS 

Retirement Plan attributable to benefit accruals after March 1, 1989, as 

may be necessary under subsection 2(a)(iii) and (2)(b)(iii) above, in the 

event the EDS Retirement Plan fails to provide such benefit entitlement, 

any such reduction in benefits will be deemed to reduce benefits accrued 

after March 1, 1989, before reducing the benefits accrued prior to such 

date. 

 (5) Payment under this section, if any, will be made without regard to whether 

an otherwise eligible transitioned employee retires before, on or after 

March 1, 1989. 

 (6) For purposes of determining any benefits payable under subsections 

2(a)(iii), 2(b)(iii), 2(b)(iv) and paragraph 3 of subsection (a), the basis for 

actuarial equivalence will be the 1984 Unisex Pension Mortality Table and 

eight percent interest. 

 (7) Notwithstanding the provisions of this Program defining Eligibility For 

Retirement, any separation from EDS prior to attainment of age 55, on or 

after February 1, 1990, by a transitioning employee with thirty or more 

years of combined service with GM/Delphi and EDS, will be considered a 

retirement under this Program, with benefits payable commencing the first 

of the month following the date of such separation. Any benefits that may 

be payable hereunder to such an employee will be based solely upon 

GM/Delphi credited service, and will be calculated in accordance with all of 

the applicable provisions of this Program. For an eligible transitioned 

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employee separated (i) from EDS prior to February 1, 1990, with thirty or 

more years of combined service with GM/Delphi and EDS, and (ii) prior to 

age 55, benefits will be payable commencing the first of the month 

following the date of such separation. In any such case, the monthly 

amount of Subsidized Early Retirement Benefit, the Minimum Guaranteed 

Benefit Amount, and the Incremental Benefit would be based upon benefit 

rates in effect at the earlier of (i) the date of separation, or (ii) March 1, 

1989.

(b) Of Any Domestic Subsidiary Within the Corporation Controlled 

Group

 In connection with the transfer of employees to any domestic 

subsidiary within the Corporation control group, the provisions of 

Part A, Article II, Section 3, which otherwise serve to break credited 

service under such circumstances, will not apply to any such 

transferring employee. Moreover, “base salary” as used in this 

Program includes the monthly base salary paid by the domestic 

subsidiary within the Corporation control group. However, no 

additional credited service will accrue under this Program for any 

such transferring employee for any period while an employee of 

any domestic subsidiary within the Corporation control group. 

(c) Who transferred from Hughes to GM and Now are

 Employed by Delphi 

 Employees who transferred from Hughes to GM under the GMHughes Transfer Procedure prior to May 28, 1999, who 

subsequently became Delphi employees under the terms of the 

May 28, 1999 GM spin-off of Delphi will continue to have: 

 (1) retirement eligibility and vesting based on combined Delphi 

and Hughes credited service; 

 (2) benefits under Part B, Article I, Section 2(a)(2) will be based 

on Delphi, GM and Hughes salary history; and 

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 (3) benefits will be based solely on Delphi credited service.

 If an employee is eligible to retire, and if Hughes or a successor company 

does not provide a retirement benefit based on time worked at Hughes in 

accordance with the provisions of the GM-Hughes Transfer Procedure 

(with the exception of a change that affects all participants in the Hughes 

Non-Bargaining Retirement Plan), the employee’s Hughes “benefit accrual 

service” will be combined with the Delphi credited service and the 

combined credited service will be used to determine eligibility and all 

benefits. Any retirement benefit from Hughes or a successor company will 

be handled in accordance with the provisions of Part A, Article II, 

Section 6. The amount used to reduce the Delphi retirement benefit will be 

the immediate retirement benefit payable under the Hughes or successor 

retirement plan as a single life annuity, regardless of the pay-out option 

selected. If after the reduction, the Delphi retirement benefit is less than 

what the benefit would be with only Delphi credited service used in the 

computation, then the Hughes credited service will not be used in 

computing the Delphi retirement benefit and there will be no reduction in 

the Delphi benefit. 

(d) Effective January 1, 2008, credited service at a successor employer in 

connection with the sale of certain Delphi business units will be recognized 

for purposes of eligibility and vesting. Such agreements are incorporated 

herein by reference. 

(e) In connection with the sale dated February 29, 2008 of Delphi’s interiors 

business, eligible transferred employees who, as of the effective date of the sale, 

have a continuous service date on or before December 31, 1992, will remain 

active participants in accordance with section (d) above until they separate from 

service with the successor employer. 

Section 12. Treatment of Certain Employees 

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 (a) Who Participate in the President's Executive Interchange Program

 Notwithstanding any other provision of this Program, an employee who is 

on an approved special leave of absence in order to participate in the 

President's Executive Interchange Program (or a program comparable in 

scope and effect as determined by the Corporation) will be eligible to 

participate in this Program during the period of such leave of absence. 

Such employee will be granted credited service under Part A and 

 continuous service under Part B of this Program for the period of such 

leave and will be eligible to contribute under Part B of this Program on the 

basis of such employee's base salary rate in effect on the last day of work 

preceding such absence. For purposes of determining "average monthly 

base salary", the monthly base salary rate in effect immediately preceding 

such leave of absence will be used for any month of such leave during the 

60 months immediately preceding termination of employment. 

 (b) Who Return to the Service of the Corporation 

 After Government Service

 Notwithstanding the provisions of the definition of "Continuous Service" in 

General Provision 1 and the credited service provisions of Article II of 

Part A, the continuous service or the credited service of an employee who 

left or leaves the service of the Corporation or one of its subsidiaries 

without an approved leave of absence to accept employment with the 

Government of the United States or with the Government of Canada, and 

who returned or returns to the service of the Corporation or one of its 

subsidiaries as the first employment following such government 

employment, will not be broken. In no event, however, will the period 

during which such employee is absent from service because of such 

government employment be included in the calculation of the amount of 

continuous service or credited service. 

 (c) Who are Employed By Foreign Business Entities in Which 

 the Corporation Has a Substantial Ownership Interest 

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 Notwithstanding any other provision of this Program, an employee who at 

the request of the Corporation accepts an assignment with a foreign 

business entity in which the Corporation has an ownership interest equal 

to or greater than 80% will be eligible to participate in this Program during 

the period of such assignment. The employee will be granted credited 

service under Part A and continuous service under Part B of this Program 

for the period of such assignment and will be eligible to contribute under 

Part B of this Program for the period of such assignment and will be 

eligible to contribute under Part B of this Program on the basis of the 

employee’s base salary rate that would otherwise be in effect in the 

absence of such assignment. Such salary also will be used for purposes 

of determining "average monthly base salary" for any month of such 

assignment during the 60 months immediately preceding termination of 

employment. 

Section 14. Named Fiduciary

 Except as set forth below, the Executive Committee of the Corporation's Board of 

Directors is the Named Fiduciary with respect to this Program. The Executive 

Committee may delegate authority to carry out such of its responsibilities as it 

deems appropriate in order to carry out the proper and effective administration of 

this Program to the extent permitted by ERISA. 

 General Motors Investment Management Corporation (GMIMCo) is the Named 

Fiduciary of this Program for purposes of investment of Program assets. The 

Named Fiduciary for purposes of investment of Program assets is authorized to: 

 (a) designate persons other than Named Fiduciaries to carry out 

fiduciary responsibilities (other than trustee responsibilities) under 

the Program; 

 (b) establish or amend the terms of one or more trusts for the purpose 

of investing Program assets; 

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 (c) designate, appoint, and remove the trustees of the trusts created 

with respect to the Program provided that the Named Fiduciary for 

purposes of investment of Program assets does not have the 

authority to establish trusts or appoint and terminate trustees with 

respect to trusts, the sole purpose of which is the administration of 

payment of plan benefits; 

 (d) appoint an investment manager or mangers to manage any assets 

of the Program 

 (e) make direct investments of any assets of the Program; and 

 (f) take such other actions as may be necessary to carry out its duties 

as Named Fiduciary for purposes of investment. 

 The Named Fiduciary may delegate authority to carry out such of 

its responsibilities as it deems proper to the extent permitted by 

ERISA 

 The Investment Policy Committee of the Corporation (IPC) may, acting as 

employer on behalf of the Corporation, remove the existing Named Fiduciary for 

purposes of investment of Program assets and appoint any person or entity, 

including the IPC, as the Named Fiduciary for the purpose of investment of 

Program assets. 

Section 15. Plan Administrator and Review Procedure 

 (a) The Corporation is the Plan Administrator and has full authority to 

construe, interpret, make factual determinations regarding the 

Program, and administer the Program. 

 (b) A claim for benefits under the Program must be presented in writing 

to the Plan Administrator. The Plan Administrator will provide 

adequate notice to the person making the claim (“Claimant”) in 

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writing granting or denying the claim no later than 90 days, 45 days 

in the case of a claim for total and permanent disability benefits, 

after the date on which the claim is made. If special circumstances 

require a longer period, the Claimant will be notified in writing, prior 

to the expiration of the 90-day period, 45 days in the case of a 

claim for total and permanent disability benefits, of the reasons for 

an extension of time; provided, however, that no extensions will be 

permitted beyond 90 days, 60 days in the case of a claim for total 

and permanent disability benefits, after expiration of the initial 90-

day period, 45 days in the case of a claim for total and permanent 

disability benefits. 

 (c) If the claim is granted, the appropriate modification will be made. 

 (d) If the claim is denied in whole or in part, the Plan Administrator will 

provide the Claimant with a dated and signed written notice of such 

denial signed by the Plan Administrator. The notice will set forth, in 

a manner calculated to be understood by the Claimant: 

(i) the specific reason or reasons for the denial; 

 (ii) specific reference to pertinent Program provisions on which 

the denial is based; 

(iii) a description of any additional material or information 

necessary for the Claimant to perfect the claim and an 

explanation of why such material or information is 

necessary; 

(iv) an explanation of the review procedure set forth below and a 

statement of Claimant’s right to bring a civil action under 

Section 502(a) of ERISA following an adverse benefit 

determination on review; and 

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(v) in the case of a claim for total and permanent disability 

benefits, the specific rule, guideline, protocol, or other similar 

criterion relied upon, if any, in making the adverse benefit 

determination or a statement that such rule, guideline, 

protocol, or other similar criterion was relied upon in making 

the adverse benefit determination and that a copy of such 

rule, guideline, protocol, or other similar criterion will be 

provided free of charge to the Claimant upon request. 

(e) If no written determination is furnished to the Claimant within the 90 

day period, 45 days in the case of a claim for total and permanent 

disability benefits, then the claim will be deemed denied and the 

review procedure described below will become available to the 

Claimant. 

 (f) A Claimant may obtain review of an adverse benefit determination 

by filing a written notice of appeal with the Employee Benefit Plans 

Committee (“EBPC”) within 60 days after the account determination 

date, 180 days in the case of a claim for total and permanent 

disability benefits, or, if later, within 60 days, 180 days in the case 

of a claim for total and permanent disability benefits, after the 

receipt of a written notice denying the claim. The Corporation’s 

Board of Directors has delegated to the EBPC the authority 

necessary to construe, interpret, and administer the Program, 

including the authority to consider and decide all questions (of fact 

or otherwise) in connection with claims arising under the Program. 

The EBPC will conduct a full and fair review, which will provide for 

the Claimant's rights to: 

 (i) be represented by an individual whom the Corporation 

determines has been properly authorized to act on 

Claimant’s behalf; 

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(ii) present written comments, documents, records, and 

any other information relating to the Claimant’s claim 

for benefits under the Plan; 

(iii) receive, upon request and free of charge, reasonable 

access to, and copies of, all documents, records, and 

other information relevant to the Claimant’s claim for 

benefits; and 

(iv) have all comments, documents, records, and other 

information submitted by the Claimant relating to the 

claim reviewed. 

 (g) The EBPC’s decision will be rendered no more than 60 days, 45 

days in the case of a claim for total and permanent disability 

benefits, after the request for review, except that such period may 

be extended for an additional 60 days, 45 days in the case of a 

claim for total and permanent disability benefits, if the EBPC 

determines that special circumstances require such extension. 

(h) If the claim is granted, the appropriate modification will be made. 

 (i) If the claim is denied in whole or in part, the EBPC, or its delegate, 

will promptly provide a Claimant with a written decision in a manner 

calculated to be understood by the Claimant setting forth: 

(i) the findings of fact; 

(ii) the specific reason or reasons for the denial; 

 (iii) specific reference to pertinent Program provisions on which 

the denial is based; 

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 (iv) a statement that the Claimant is entitled to receive, upon 

request and free of charge, reasonable access to, and 

copies of, all documents, records, and other information 

relevant to the Claimant’s claim for benefits; 

(v) a statement of the Claimant’s right to bring a civil action 

under Section 502(a) of ERISA; and, 

(vi) in the case of a claim for total and permanent disability 

benefits the specific rule, guideline, protocol, or other similar 

criterion relied upon, if any, in making the adverse benefit 

determination or a statement that such rule, guideline, 

protocol, or other similar criterion was relied upon in making 

the adverse benefit determination and that a copy of such 

rule, guideline, protocol, or other similar criterion will be 

provided free of charge to the Claimant upon request. 

 (j) A Claimant must follow the claims and review procedures described 

in this Section 15 before taking action in any other forum regarding 

a claim for benefits under the Program. Any suit or legal action 

initiated by a Claimant under the Program must be brought no later 

than one year following a final decision on the claim by the EBPC. 

This one-year limitation period on suits for benefits applies in any 

forum where a Claimant initiates such suit or legal action. 

Section 16. Certain Provisions Required to Comply 

 With Section 415 of the Internal Revenue Code 

 (a) Notwithstanding any provision of the Program to the contrary, the total 

annual benefit payable to any employee under this Program and all other 

qualified defined benefit plans maintained by the Corporation shall not 

exceed the limitations on benefits payable under Section 415 of the 

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Internal Revenue Code. The limitations and other provisions of Section 

415 of the Code with respect to benefits and annual additions, including 

any permissible grandfather and transition rules under the Code and 

Treasury regulations, hereby are incorporated by reference. 

 (b) For purposes of this section, the term "Limitation Year" means the 

calendar year. 

 (c) For purposes of this section, all defined benefit plans or programs of the 

Corporation will be treated as one defined benefit plan or program and all 

defined contributions plans. If the benefits under this Program are 

aggregated with benefits under another defined benefit plan for purposes 

of Section 415 of the Code, any reductions required by section 415 will be 

made first with respect to the plan in which the employee most recently 

accrued benefits. 

(d) For purposes of this section, the term "Compensation" means an 

employee's compensation as evidenced by the Internal Revenue Service 

Form W-2, or its equivalent, plus amounts not currently includable in 

income by reason of Sections 125, 132(f)(4) or 402(e)(3) of the Code; 

subject to the limitation imposed by Section 401(a)(17) of the Code. 

(e) An employee's annual benefit accrued under the Program (excluding any 

benefits attributable to employee contributions) during any 

Limitation Year will not exceed the lesser of the defined benefit 

dollar limitation in effect for such Limitation Year (as adjusted under 

Section 415(d) for cost of living increases) or the defined benefit 

Compensation limitation set forth in Section 415(b)(1)(B) of the 

Code, both adjusted where required in accordance with Section 

415 and Treasury regulations thereunder. In the case of an 

employee who had credited service prior to October 3, 1973, the 

limitation described in the preceding sentence will not be less than 

the employee's benefit (excluding any benefit attributable to 

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employee contributions) based on the terms of the Program as in 

effect on October 2, 1973 and based on the continuation of such 

employee's Compensation at the rate in effect on October 2, 1973. 

The limitation applicable to an employee who broke credited service 

before October 3, 1973 will be the deferred retirement benefit 

payable to the employee determined as of the date credited service 

was broken. In the case of an employee who was a participant in 

this Program prior to January 1, 1983 or January 1, 1987, the 

limitation will not be less than the employee's accrued benefit as of 

December 31, 1983 or December 31, 1987 respectively, under the 

terms and conditions of this Program as in effect on such date. 

Section 17. Certain Provisions Required to Comply 

 With Section 416 of the Internal Revenue Code 

In any Plan Year in which the Program is a "Top-Heavy Plan", as defined in 

Section 416 of the Code, the requirements of this section are applicable and 

must be satisfied. 

 (a) Definitions

 (1) "Cumulative Account" means the sum of an employee's accounts 

under a defined contribution plan (for an unaggregated plan), or 

under all defined contribution plans included in an aggregation 

group (for aggregated plans), determined as of the most recent 

plan valuation date within a 12-month period ending on the 

Determination Date, increased by any contributions due after such 

valuation date and before the Determination Date. 

 (2) "Cumulative Accrued Benefit" means the sum of benefits under a 

defined benefit plan (for an unaggregated plan) determined under 

the actuarial assumptions set forth in such plan, or the sum of 

benefits under all defined benefit plans included in an aggregation 

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group (for aggregated plans) determined under the same actuarial 

assumptions, calculated as of the most recent plan valuation date 

within a 12-month period ending on the Determination Date as if the 

employee voluntarily terminated service as of such valuation date. 

 (3) "Determination Date" means the last day of the preceding Plan 

Year. 

 (4) "Valuation Date" means the last day of a Plan Year as of which 

date participants' accounts will be valued at fair market value and 

as of which date the present value of accrued benefits will be 

valued. 

 (5) "Key Employee" means any employee described in Section 

416(i)(1) of the Code. 

 (6) "Top-Heavy Plan" means for any plan year beginning after 1983, 

this Program is top-heavy if any of the following conditions exist: 

 (a) if the top-heavy ratio for this Program exceeds 60%and this 

Program is not part of any required aggregation group or 

permissive aggregation group of plans; 

 (b) if this Program is a part of a required aggregation group of 

plans (but which is not part of a permissive aggregation 

group) and the top-heavy ratio for the group of plans 

exceeds 60%; or 

 (c) if this Program is a part of a required aggregation group of 

plans and part of a permissive aggregation group and the 

top-heavy ratio for the permissive aggregation group 

exceeds 60%. 

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 (7) Top-Heavy Ratio

 (a) If the Corporation maintains one or more defined benefit 

plans and the Corporation maintains one or more defined 

contribution plans which during the 12-month period ending 

on the Determination Date(s) has any account balances, the 

top-heavy ratio for any required or permissive aggregation 

group, as appropriate, is a fraction, the numerator of which is 

the sum of the present value of accrued benefits determined 

in accordance with (b) below, and the sum of account 

balances under the aggregated defined contribution plan or 

plans for all key employees as of the Determination Date(s), 

and the denominator of which is the sum of the present 

values of accrued benefits under the aggregated defined 

benefit plan or plans, determined in accordance with (b) 

below, for all participants and the sum of the account 

balances under the aggregated defined contribution plan or 

plans for all participants as of the Determination Date(s), all 

determined in accordance with Section 416 of the Code . 

The account balances under a defined contribution plan in 

both the numerator and denominator of the top-heavy ratio 

are adjusted to include any distribution of an account 

balance made in the 12-month period ending on the 

Determination Date. 

 (b) For purposes of (a) above, the value of account balances 

and the present value of accrued benefits will be determined 

as of the most recent valuation date that falls within or ends 

with the 12-month period ending on the Determination Date. 

The account balances and accrued benefits of a participant 

 (i) who is not a Key Employee but who was a Key 

Employee in a prior year, or 

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(ii) who has not received any compensation from any 

employer maintaining the plan at any time during the 

12-month period ending on the Determination Date 

will be disregarded. The calculations of the top-heavy 

ratio, and the extent to which distributions, rollovers, 

and transfers are taken into account will be made in 

accordance with Section 416 of the Code. Deductible 

employee contributions will not be taken into account 

for purposes of computing the top-heavy ratio. When 

aggregating plans, the value of account balances and 

accrued benefits will be calculated with reference to 

the Determination Dates that fall within the same 

calendar year. 

 The accrued benefit of a participant other than a Key 

Employee will be determined under (aa) the method, if any, 

that uniformly applies for accrual purposes under all defined 

benefit plans maintained by the employer, or (bb) if there is 

no such method, as if such benefit accrued not more rapidly 

than the slowest accrual rate permitted under the fractional 

rule of Section 411(b)(1)(C) of the Code. 

 (8) "Permissive Aggregation Group" means the required aggregation 

group of plans plus any other plan or plans of the Corporation 

which, when considered as a group with the required aggregation 

group, would continue to satisfy the requirements of 

Sections 401(a)(4) and 410 of the Code. 

 (9) "Required Aggregation Group" means: (i) each qualified plan of the 

Corporation in which at least one key employee participates or 

participated any time during the determination period and (ii) any 

other qualified plan of the Corporation which enables a plan 

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described in (i) to meet the requirements of Sections 401(a)(4) or 

410 of the Code. 

 (b) Minimum Accrued Benefit

 (1) Notwithstanding any other provision in this Program except (3) and 

(4) below, for any Plan Year in which this Program is top-heavy, 

each participant who is not a Key Employee and has completed 

1,000 hours of service will accrue a benefit (to be provided solely 

by employer contributions and expressed as a life annuity 

commencing at Normal Retirement Age) of not less than 2% of the 

highest average Compensation for the five consecutive years for 

which the participant had the highest Compensation. The minimum 

accrual is determined without regard to any Social Security 

contribution. The minimum accrual applies even though under 

other Program provisions the participant would not otherwise be 

entitled to receive an accrual, or would have received a lesser 

accrual for the year because (i) the non-Key Employee fails to 

make contributions under Part B of the Program, (ii) the non-Key 

Employee's Compensation is less than a stated amount, (iii) the 

non-Key Employee is not employed on the last day of the accrual 

computation period, or (iv) the Program is integrated with Social 

Security. 

 (2) For purposes of computing the minimum accrued benefit, 

Compensation will include all Compensation, as that term is defined 

for Section 415 of the Code and limited by Section 401(a)(17) of the 

Code. 

 (3) No additional benefit accruals will be provided pursuant to (1) 

above to the extent that the total accruals on behalf of the 

participant attributable to employer contributions will provide a 

benefit expressed as a life annuity commencing at Normal 

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Retirement Age that equals or exceeds 20% of the participant's 

highest average Compensation for the five consecutive years for 

which the participant had the highest Compensation. 

 (4) All accruals of an employer derived benefit, whether or not 

attributable to years for which the Program is top-heavy, may be 

used in computing whether the minimum accruals requirements of 

paragraph (3) above are satisfied. 

 (c) Maximum Compensation

 Annual Compensation of any employee will not be taken into account 

under the Program in excess of $200,000 or as adjusted under Section 

401(a)(17) of the Code. 

 (d) Minimum Vesting

 (1) For any plan year in which this Program is top-heavy, the following 

minimum vesting schedule will automatically apply: 

 (a) 20% vesting after 2 years of service; 

 (b) 40% vesting after 3 years of service; 

 (c) 60% vesting after 4 years of service; 

 (d) 80% vesting after 5 years of service; and 

 (e) 100% vesting after 6 years of service. 

 The minimum vesting schedule applies to all accrued benefits 

within the meaning of Section 411(a)(7) of the Code except those 

attributable to employee contributions. Further, no reduction in 

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vested benefits may occur in the event the Program's status as 

top-heavy changes for any plan year. However, this section does 

not apply to the accrued benefits of any employee who does not 

have an hour of service after the Program has initially become 

top-heavy and such employee's accrued account balance 

attributable to employer contributions and forfeitures will be 

determined without regard to this section. 

 (2) The minimum accrued benefit required (to the extent required to be 

nonforfeitable under Section 416(b) of the Code) may not be 

forfeited under Sections 411(a)(3)(B) or 411(a)(3)(D) of the Code. 

 (e) Distributions for Certain Key Employees

 Notwithstanding any other provision of this Program, if a Key Employee is 

a 5% owner (as defined in Section 416 of the Code) in the plan year in 

which the employee attains age 70-1/2, benefit distributions will 

commence no later than April 1 of the following plan year (whether or not 

the employee has retired). 

 (f) Determination of Super Top Heaviness

 The Program will be super top-heavy if it would be a top-heavy plan under 

the provisions of (a)(6), but substituting "90%" for "60%" in such 

provisions. 

 (g) Adjustments in Section 415 Limits

 For any plan year in which the Program is top-heavy, for purposes of the 

limitations on contributions and benefits under Section 415 of the Code in 

effect before January 1, 2002, the dollar limitations in the defined benefit 

plan fraction and the defined contribution plan fraction will be multiplied by 

1.0 rather than 1.25. 

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 (h) Account Balances and Accrued Benefits

 Account balances and accrued benefits will be calculated to include all 

amounts attributable to both Corporation and employee contributions. 

Section 18. Funding-Based Limits on Benefits and Benefit Accruals 

Notwithstanding any provision of the Program to the contrary, effective October 

1, 2008, the Program shall comply with the limits set forth in Section 436 of the 

Code and final regulations thereunder. 

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APPENDIX A

For the sole purpose of Part A, Article II, Section 11 of this Program, the following 

salaried positions are designated asbestos jobs in each listed plant location under the 

conditions specifically set forth herein. No other salaried position is designated as an 

asbestos job. 

 As of April 1, 1991, no Delphi unit or salaried position is involved in the 

blending and processing of raw asbestos. 

 Prior to April 1, 1991, the plant records at the Delphi E/C WisconsinNeedmore plant will determine the positions that are subject to the 

provisions of Part A, Article II, Section 11. 

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