Attachment A-1 Saginaw Steering Product

~ntegrai

Program Name R&P Gear Gears Pumps

Future Production Booked Business

GMNA Cars

NA Delta ~

NA Epsi~on II X

Zeta: GMX511/521/551

GMX553/556

X

X

X

X

X

X

C3xx X X X

GMT915

Next Gen GMT355

X X

X

Hydraulic

and EPS

X

X

FrtX, RRX

X

2011 2012

(2/2)

Family A Steering Pump X

Case 2:09-cv-13616-AJT-MKM Document 164-7 Filed 12/20/10 Page 1 of 35
Attachment A-I

Saginaw

NA Glloba~ Epsi~on

NA G~oba~ Del~ta GMXO01

NA G~oba~ Delta G~T001

Theta

G~Tg00 Sys 5&6 HD, H2

TE 5+2

G~T721~722

TE G~T166~168

Manufacturin

Rotors Knuckles

Frt-Rear

Frt-Rear Frt

FR Frt

Frt-Rear Frt-Rear

FR

FR FR

Fr~-Rear

Frt

Frt-Rear

Newco

Corners

Frt-Rear

Frt

Frt

Frt-Rear

Produ~

Sys 6

Extender 2009 2010 2011 2012

Case 2:09-cv-13616-AJT-MKM Document 164-7 Filed 12/20/10 Page 2 of 35
Attachment A-1 Flint-East Product Plan

~ew Work Awards

Unitizing

Trucking

C3XX C~uste rs

2007 2008 2009 2010

Case 2:09-cv-13616-AJT-MKM Document 164-7 Filed 12/20/10 Page 3 of 35
Attachment A-1 Needmore Rd. Product Plan

Current Product

Bra ke Corn pone nts

New Work Awards

Trucking

Warehousing

~PC ~ CKD

2007 2008 2009 2010 2011 2012

Case 2:09-cv-13616-AJT-MKM Document 164-7 Filed 12/20/10 Page 4 of 35
4OO

350

300

250

200

150

5O

325 318 317

====~====Brown Line = Booked + Contract Extensions

Dashed Green Line = Total Site Revenue With Identified Projects

317

02

Average Headcount

(Brown Line Rev) 235 233 233 233 82 0

Average Headcount

(Green Line Rev) 235 233 233 233 TBD TBD

CY 2007 2008 200g 2010 201~ 2012

Case 2:09-cv-13616-AJT-MKM Document 164-7 Filed 12/20/10 Page 5 of 35
CY

Brown Line

(Booked + Contract Extensions)

$ Millions Revenue

2007 2008 2009 2010 2011

324.7 317.5 317.3 317.3 101.5

New Product Program Opportunities

W166 Cockpit

X166 Cockpit

W251 NG Cockpit

Sub Tota~ New Programs

184.3

31.5

215.8

Total Site Revenue 324,7 317,5 317,3 317,3 317,3

2012

0.0

189.3

88.0

63.0

340.3

340,3

Case 2:09-cv-13616-AJT-MKM Document 164-7 Filed 12/20/10 Page 6 of 35
Delphi Proposal

2~2

Case 2:09-cv-13616-AJT-MKM Document 164-7 Filed 12/20/10 Page 7 of 35
ATTACHMENT B

Term Sheet - Delphi Pension Freeze and Cessation of OPEB a~n~nd

GM Consensual Tri~ of Benefit Guarantee

1) This Term Sheet sets fo~:th the agreement of General Motors Corporation ("GM"),

Delphi Corporation, or any successor to Delphi as a result of the acquisition of

substantially all the stock or assets of Delphi Corporation or a merger of Delphi

Corporation, or a~hi Hour!y=l~.ate Emp!~ion

Plan ("Delphi"), and the International Union, United Automobile, Aerospace and

Agricultural Implement Workers of America and its applicable Local Unions

("UAW") regarding the freeze of the 2003 Delphi Hourly-Rate Employees Pension

Plan ("Delphi HRP"), Delphi’s cessation of post-retirement health care benefits and

employer-paid post-retirement life insurance benefits (hereinafter referred to as

"OPEB"), and the terms of a consensual triggering and application of the Benefit

Guarantee agreement between GM and the UAW, dated September 30, 1999

("Benefit Guarantee"). For purposes of this Term Sheet, the term "Covered

Employee" will have the same meaning as in the Benefit Guarantee and the term

Trigger Date means January 1, 2007. Except as otherwise expressly stated herein,

the terms of the respective Delphi and GM employee benefit plans and programs

will govern. This Term Sheet does not, and is not intended to, constitute an

employee benefit plan under the meaning of ERISA.

2) The parties acknowledge that this Term Sheet will become effective (the "Effective

Date") when all of the following events have occurred and as of the date when the

last of such events shall have occurred: (a) the entry of an approval order by the

Bankruptcy Court in Delphi’s chapter 11 cases approving UAW-Delphi-GM

Memorandum of Understanding-Delphi Restructuring which incorporates (among

other subject matters) this Term Sheet and approves modifications to the existing

collective bargaining agreements between Delphi and the UAW resolving any

Section 1113 and 1114 motions pending in the Bankruptcy Court as between Delphi

and the UAW; (b) successful ratification by the UAW membership of such of the

agreements referred to in the preceding clause as are determined by the UAW to

require such ratification; (c) execution by Delphi and GM of a comprehensive

settlement agreement resolving the financial, commercial, and other matters between

them; and (d) the substantial consummation of a plan of reorganization proposed by

Delphi in its chapter 11 cases (the "Plan") and confirmed by the Bankruptcy Court

which incorporates, approves and is consistent with all of the terms of this Term

Sheet and the comprehensive settlement agreement between Delphi and GM.

Pensions

3) Pursuant to the Plan and this Term Sheet; Delphi will as of the first of the month

next following the Effective Date or as soon as practicable thereafter in accordance

with applicable law (the "Freeze Date"), amend the Delphi HRP so as to freeze

benefit accruals for future credited service in the Delphi HRP, except as set forth in

Case 2:09-cv-13616-AJT-MKM Document 164-7 Filed 12/20/10 Page 8 of 35
paragraph 4.b. of this Term Sheet. This freeze does not apply to the Individual

Retirement Plan provisions of the Delphi HRP.

4) With regard to such amendment and freeze of the Delphi HRP, Delphi will cause the

frozen Delphi HRP to pay benefits in accordance with the terms of the Delphi HRP

and applicable law. In this regard, the parties agree as follows:

Covered Employees, who are retired as of the Freeze Date, will continue to be

eligible for and receive from the Delphi HRP all benefits, including but not

limited to any applicable supplements and benefit redetermination provided for in

the Delphi HRP as of the date immediately preceding the Effective Date.

b) Delphi employees (without regard to whether they are also "Covered

Employees") who are participants in the UAW-GM-Delphi Special Attrition

Program, the Supplement to UAW Special Attrition Program, or the Special

Attrition Program-Transformation provided for in Attachment C of the UAWDelphi-GM Memorandum of Understanding-Delphi Restructuring (collectively

the "SAP"), and who are not retired or separated from service under the SAP as of

the Freeze Date, will receive credited service in the Delphi HRP for all purposes,

including but not limited to eligibility, vesting and future benefit accruals, as if

there were no freeze, until the earlier of their retirement or separation from service

under the terms of the SAP. For the avoidance of doubt, the Delphi HRP is solely

responsible for all credited service for accrual, vesting and eligibility purposes for

all Delphi participants in the SAP, including but not limited to participants in the

pre-retirement program option. Further, all Delphi SAP participants will be

eligible for and will receive full Delphi HRP benefits upon their retirement under

the terms of the SAP, including but not limited to any applicable supplements and

benefit redetermination provided for in the Delphi HRP as of the date

immediately preceding the Effective Date. Delphi SAP participants are not

eligible to participate in the Individual Retirement Plan provisions of the Delphi

HRP and are not eligible to receive Delphi matching contributions under the

Delphi Personal Savings Plan.

c) Covered Employees (other than those referred to in paragraph 4.b. of this Term

Sheet) who are eligible to retire as of the Freeze Date will, upon their retirement,

receive from the frozen Delphi HRP all benefits provided for in the Delphi HRP

under the terms in effect as of the date immediately preceding the Effective Date,

including but not limited to any applicable supplements and benefit

redetermination provided for in the Delphi HRP.

d) Covered Employees (other than those referred to in paragraph 4.b. of this Term

Sheet) who become eligible to retire after the Freeze Date, when taking into

account Delphi credited service, their age at retirement, any GM credited service

provided for under paragraph 8. of this Term Sheet, and any other applicable

credited service (including credited service as recognized by the Delphi HRP in

accordance with paragraph 5 of this Term Sheet), will upon their retirement

2

Case 2:09-cv-13616-AJT-MKM Document 164-7 Filed 12/20/10 Page 9 of 35
receive from the Delphi HRP all benefits provided for in the Delphi HRP,

including but not limited to any applicable supplements and benefit

redetermination provided for in the Delphi HRP under the terms in effect as of the

date immediately preceding the Effective Date.

e) For the avoidance of doubt, Covered Employees referred to in paragraphs 4.c. and

4.d. of this Term Sheet, will, upon retirement, receive from the Delphi HRP in

addition to any other applicable Delphi HRP benefits the:

full amount of the 30 & out benefit (except as specified in paragraph 9. of

this Term Sheet for Covered Employees who flowed back or flowback to

GM) through age 62 and one month, or the 80% date for those born on or

before September 14, 1945, including, but not limited to, the full Early

Retirement Supplement, in effect as of the date immediately preceding the

Effective Date;

ii. portion of the Interim Supplement (which is applicable in both 85 point

and 60 & 10 retirements) in effect under the Delphi HRP based on the

credited service accrued as of the date immediately preceding the Freeze

Date and age at the time of retirement; and

iii. portion of the Temporary Benefit (T&PD and mutual retirements) in effect

under the Delphi HRP based on the credited service accrued as of the date

immediately preceding the Freeze Date, not to exceed 30 years.

For the avoidance of doubt, no Delphi HRP participants, including the Covered

Employees referred to in paragraphs 4.a. through 4.d. of this Term Sheet, will

receive lump sum payments or any increase in benefits above the level of those

provided for in the Delphi HRP as of January 1, 2007, except as may be mutually

agreed by the UAW and Delphi after the term of the extended 2003 UAW-Delphi

National Agreement, i.e. after September 14, 2011. Additionally, no new

participants will be allowed to join the frozen Delphi HRP.

g) Until the Freeze Date, Covered Employees who buydown, pursuant to the UAWDelphi-GM Memorandum of Understanding-Delphi Restructuring, to the UAWDelphi Supplemental Agreement dated April 29, 2004, as amended, will continue

to receive credited service in the Delphi HRP for all purposes, including but not

lilnited to, eligibility, vesting, and future benefit accruals under the same terms

and conditions in the Delphi HRP as prior to the buydown. During this period,

such Covered Employees will not be eligible for the Individual Retirement Plan

provisions of the Delphi HRP or matching contributions under the Delphi

Personal Savings Plan.

h) Covered Employees who continue to be employed by Delphi after the period of

time they are eligible to accrue credited service in the GM HRP under paragraph

8.a. of this Term Sheet will become eligible to participate in the Individual

Case 2:09-cv-13616-AJT-MKM Document 164-7 Filed 12/20/10 Page 10 of 35
5)

6)

7)

8)

Retirement Plan provisions of the Delphi HRP and be eligible to receive matching

contributions under the Delphi Personal Savings Plan following the expiration of

such period.

After the Freeze Date, all Delphi HRP participants (other than those referred to in

paragraph 4.b. of this Term Sheet), including, but not limited to, Covered

Employees who are employed at a Delphi operation divested after October 8, 2005,

who had not retired or separated from service as of the Freeze Date will, subject to

the other terms of the Delphi HRP in effect as of the date immediately preceding the

Effective Date, be treated in the-Delphi HRP as active participants for all purposes,

other than future benefit accruals based on additional credited service, for all periods

of time on or after the Freeze Date and prior to retirement or separation from service

from Delphi, GM, or any Delphi operation divested after October 8, 2005; provided,

however, that for any Delphi operation divested after October 8, 2005 and prior to

the Effective Date such active participant treatment is subject to paragraph 6 of this

Term Sheet. Treatment of employees who flowback under the UAW-GM-Delphi

Flowback Agreement is addressed in paragraph 9 of this Term Sheet. Moreover,

Delphi HRP participants who are separated from Delphi as part of a divestiture of a

Delphi operation will not be eligible to participate in the Individual Retirement Plan

provisions of the Delphi HRP following such separation.

The Delphi HRP’s ability to treat separated employees who are employed at a

Delphi operation divested after October 8, 2005 and prior to the Effective Date, as

active participants for all purposes other than future benefit accruals based on

additional credited service in accordance with paragraph 5 of this Term Sheet is

contingent upon Delphi obtaining all required governmental approvals (which

Delphi is seeking). If Delphi does not obtain such governmental approvals, Delphi

will provide an alternative to enable such participants to continue to accrue credited

service for purposes of vesting and eligibility to retire the same as other similar

active Delphi HRP participants. Such alternatives include, but are not limited to,

temporarily leasing the employees to a successor employer or amending the frozen

Delphi HRP on a retroactive basis (i.e., after the Effective Date) to recognize

credited service with a successor employer for purposes of vesting and eligibility

(but not benefit accrual).

In furtherance of the Plan, the parties agree that Delphi’s action to freeze the Delphi

HRP as set forth in paragraph 3. of this Term Sheet will trigger sections b. and e. of

the Benefit Guarantee for Covered Employees as of the Freeze Date.

In accordance with GM’s obligations under section b. of the Benefit Guarantee, GM

and the UAW agree that as of the Freeze Date the General Motors Hourly-Rate

Employee Pension Plan ("GM HRP") will be amended to provide the following:

a) Covered Employees, who are Delphi employees as of the Freeze Date or Covered

Employees who are employed at a Delphi operation divested after October 8,

2005 and prior to the Freeze Date (other than those referred to in paragraph 4.b. of

Case 2:09-cv-13616-AJT-MKM Document 164-7 Filed 12/20/10 Page 11 of 35
this Term Sheet), will be eligible to accrue credited service under the GM HRP

for all purposes, including but not limited to eligibility, vesting, and future benefit

accruals for the seven (7) year period commencing on the Freeze Date. Any such

benefits provided by the GM HRP shall be at the level and scope in effect at

Delphi on the day immediately preceding the Effective Date and shall be

secondary to benefits provided by Delphi, the Delphi HRP, any of their

subsidiaries, affiliates or successors or associated pension plans, and/or .the

PBGC. In no event shall the GM HRP provide pension benefits on such credited

service at a level and scope that exceeds that being provided to hourly retirees of

GM. The amount of such credited service accrued will equal:

i. the amount of credited service that, but solely for the Freeze, would have

been earned after the Freeze Date under Article III of the Delphi HRP in

effect as of the date immediately preceding the Effective Date; and

ii. to the extent not taken into account in paragraph 8.a.(i) of this Term Sheet,

the amount of credited service that, but solely for the Freeze and

divestiture, would have been earned while working after the Freeze Date

at any Delphi operation divested after October 8, 2005.

Nothing in this Term Sheet shall be deemed to require GM to grant credited

service beyond that described in this section 8.a. Employees shall be provided

only the amount of credited service earned as described in this section 8.a, and

shall not receive credited service otherwise.

b) In regard to the credited service accrued in the GM HRP under paragraph 8.a. of

this Term Sheet, the GM HRP will recognize Delphi HRP credited service

accrued prior to the Freeze Date for purposes of vesting and eligibility to retire

for any Covered Employee. No other Delphi HRP credited service will be

recognized by the GM HRP.

c) The GM HRP benefit payable to a Covered Employee, who retires as a normal

retirement under Article II, section 1. of the Delphi HRP and GM I-IRP, will be a

Basic Benefit based on GM HRP credited service accrued under paragraph 8.a. of

this Term Sheet and the rates in effect under the Delphi HRP as of the Effective

Date.

The GM HRP benefit payable to a Covered Employee, who retires under Article

II, section 2(a)(3) of the Delphi HRP and GM HRP with 30 or more years of

credited service prior to age 62 and one month, will be a Basic Benefit payable

beginning at age 62 and one month based on the number of years of credited

service accrued under the GM HRP under paragraph 8.a. of this Term Sheet and

the rates in effect under the Delphi HRP as of the Effective Date.

e) The GM HRP benefit payable to a Covered Employee, who retires under the

Delphi HRP and GM HRP prior to age 65 with 85 Points or age at least 60 with

Case 2:09-cv-13616-AJT-MKM Document 164-7 Filed 12/20/10 Page 12 of 35
10 or more years of credited service, under Article II, section 2(a)(1) or 2(a)(2) of

the Delphi HRP and GM HRP or as a Total and Permanent Disability retirement

under Article II, section 3 of the Delphi HRP approved both by Delphi pursuant to

the procedures applicable to the Delphi HRP as of the date immediately preceding

the Effective Date and approved by GM under the procedures applicable to the

GM HRP, or as a retirement under mutually satisfactory conditions pursuant to

Article II, section 2(b) of the Delphi HRP for the plants identified in section B.4

(excluding Athens) of the UAW-Delphi-GM Memorandum of UnderstandingDelphi Restructuring, will consist of the following:

the Basic Benefit based on the number of years of credited service accrued

under the GM HRP under paragraph 8.a. of this Term Sheet, age at time of

retirement, and the rates in effect under the Delphi HRP as of the Effective

Date. Such benefits from the GM HRP are payable beginning upon the

date of retirement and will be redetermined, if applicable at age 62 and

one month, under the terms of the Delphi HRP in effect as of the date

immediately preceding the Effective Date; and

ii. if applicable, an interim supplement based on the rates in effect under the

Delphi HRP as of the date immediately preceding the Effective Date for

the number of years of credited service accrued under the GM HRP under

paragraph 8.a. of this Term Sheet and age at time of retirement. The

duration of such interim supplement is modified as set forth in the letter in

the Delphi HRP entitled Social Security.

if applicable, a temporary benefit based on the rates in effect under the

Delphi HRP as of the date immediately preceding the Effective Date for

the number of years of credited service accrued under the GM HRP under

paragraph 8.a. of this Term Sheet. Provided, however, that such number

of years of credited service when added to the number of years of credited

service in the Delphi HRP will not exceed 30. The duration of such

temporary benefit is modified as set forth in the letter in the Delphi HRP

entitled Social Security.

Any Covered Employee who, after considering: i) the credited service accrued in

the GM HRP under paragraph 8.a. of this Term Sheet; ii) the Delphi HRP credited

service recognized in the GM HRP for eligibility to retire under paragraph 8.b. of

this Term Sheet; and iii) age at retirement or separation from service from Delphi,

or any Delphi operation divested after October 8, 2005, is not eligible for

retirement under the GM HRP as described in paragraph 8.c., 8.d., or 8.e. of this

Term Sheet, will receive only a deferred vested l~enefit from the GM HRP based

on the years of credited service accrued under the GM HRP under paragraph 8.a.

of this Term Sheet. The Basic Benefit will be based on the number of years of

credited service accrued under the GM HRP under paragraph 8.a. of this Term

Sheet, age at time of benefit commencement, and the rates in effect under the

Delphi HRP as of the date immediately preceding the Effective Date.

Case 2:09-cv-13616-AJT-MKM Document 164-7 Filed 12/20/10 Page 13 of 35
g)

h)

9)

Additionally, if Delphi does not obtain all required government approvals

referenced in paragraph 5 of this Term Sheet and does not otherwise treat a

participant as an active participant as described in paragraph 5 of this Term Sheet,

such participant will receive only a deferred vested benefit fi’om the GM HRP

based on the years of credited service accrued under the GM HRP under

paragraph 8.a. of this Term Sheet. The Basic Benefit will be based on the number

of years of credited service accrued under the GM HRP under paragraph 8.a. of

this Term Sheet, age at time of benefit commencement, and the rates in effect

under the Delphi HRP as of the date immediately preceding Effective Date.

Neither GM, or the GM HRP, will have any obligation to supplement the deferred

vested amounts set forth above.

Provided that Delphi complies with its obligations set forth in sections 3, 4, and 5

of this Term Sheet, GM’s adherence to the provisions of sections 8.a through 8.f

of this Term Sheet shall constitute full compliance with its obligations under

section b. of the Benefit Guarantee.

For the avoidance of doubt, for the purposes of paragraph 8 of this Term Sheet for

Covered Employees who have not retired or separated from service from Delphi,

GM, or any Delphi operation divested after October 8, 2005, the GM HRP will

continue to recognize the growth in age of such Covered Employees during the

period they are considered an active participant in the Delphi HRP pursuant to

paragraph 5 of this Term Sheet. For purposes of such recognition of growth in age

in the GM HRP, such Covered Employees will not be considered by the GM HRP

to have separated from service from GM on a "time for time" basis during the

period they are considered an active participant in the Delphi HRP pursuant to

paragraph 5 of this Term Sheet.

The parties agree that the pension benefits payable to employees who flowed back

or flowback to GM pursuant to the UAW-GM-Delphi Flowback Agreement as

amended (the "Flow Back Employees"), will be as provided for in the UAW-GMDelphi Memorandum of Understanding Benefit Plan Treatment dated September 30,

1999, as amended ("Benefit MOU"). Such treatment includes, but is not limited to,

the combining of credited service for pension vesting, eligibility to retire, and

benefit accrual (including without limitation pro rating the 30 & out supplement

payable between the Delphi HRP and the GM HRP). Additionally, the parties

recognize that the Benefit MOU is not inconsistent with paragraph 4.f. of this Term

Sheet, and that in the absence of mutual agreement otherwise between the UAW and

Delphi after the term of the extended 2003 UAW-Delphi National Agreement, i.e.,

after September 14, 2011, Delphi will have no obligation after December 2006 to

pay lump sum payments or any portion thereof and GM’s responsibility regarding

lump sum payments will be the pro rata amount as set forth in the September 18,

2003 amendment to the UAW-GM-Delphi Memorandum of Understanding Benefit

Plan Treatment dated September 30, 1999. Unless GM and the UAW otherwise

agree in future bargaining, the benefit rate applicable to any service accrued in the

GM HRP under paragraph 8.a. of this Term Sheet will be the rate in effect in the

Case 2:09-cv-13616-AJT-MKM Document 164-7 Filed 12/20/10 Page 14 of 35
Delphi HRP on the Effective Date. The benefit rate applicable to service accrued in

the Delphi HRP will be the rate in effect under the Delphi HRP on the date

immediately preceding the Effective Date. Non-Covered Employees who flowback

to GM following any employment under the terms and conditions of the UAWDelphi Supplemental Agreement dated April 29, 2004, as amended will remain

eligible for any benefits earned under the Individual Retirement Plan provisions of

the Delphi HRP prior to the flowback that become vested but will be ineligible for

any RMA (defined in paragraph 18) or other OPEB from Delphi.

10) In regard to the triggering of section e. of the Benefit Guarantee as of the Freeze

Date, no benefits will be paid pursuant to section e. of the Benefit Guarantee unless

Delphi or the Delphi HRP fail to pay pension benefits to Covered Employees as set

forth in this Term Sheet. Any benefits provided pursuant to section e. of the Benefit

Guarantee will when combined with any pension benefits received (x) from a

pension plan sponsored by Delphi, any of its subsidiaries or affiliates or any of their

successor company(ies), (y) from the PBGC, and/or (z) from a pension plan

sponsored by GM, result in the retired Covered Employees receiving pension

benefits equal to those called for in the UAW-Delphi agreement applicable as of the

date immediately preceding the Freeze Date.

1 l)In the event that anytime after the Freeze Date, the Delphi HRP is terminated or

Delphi further amends the Delphi HRP in a manner that diminishes the benefits

from the Delphi HRP to a level below those required by this Term Sheet, sections b.

and e. of the Benefit Guarantee will continue in full force and effect with respect to

such subsequent termination and/or amendment, regardless of whether such

subsequent termination and/or amendment occurs before or after the eighth

anniversary of the effective date of the 1999-2003 GM-UAW National Agreement.

12) For purposes of determining Base Hourly Rate in the Delphi HRP and the GM HRP

for all Covered Employees who are SAP participants, the highest straight time

hourly rate plus any cost-of-living allowance in effect during the last 13 consecutive

pay periods the Covered Employee actually worked will be utilized. For all other

Covered Employees, Base Hourly Rate for purposes of then Delphi HRP and GM

HRP will be the higher of Base Hourly Rate calculated (a) on the day preceding the

date they transition to employment under the terms and conditions of the UAWDelphi Supplemental Agreement dated April 29, 2004, as may be amended, or (b)

on the date of retirement. The Delphi HRP and GM HRP benefit class code applied

to a Covered Employee who becomes covered by the terms of the UAW-Delphi

Supplemental Agreement dated April 29, 2004, as amended will be no lower than

the benefit class code in effect for such employee on the date immediately preceding

their becoming covered by such agreement.

13) The parties agree that, except as otherwise mutually agreed by the UAW and Delphi

after the term of the extended 2003 UAW-Delphi National Agreement, i.e. after

September 14, 2011, Delphi will not amend the frozen Delphi HRP or successor

plan to allow for lump sum distributions, to provide a more lucrative benefit

Case 2:09-cv-13616-AJT-MKM Document 164-7 Filed 12/20/10 Page 15 of 35
formula, or to provide for an expansion of credited service provisions or benefits.

Additionally, at no time shall Delphi take such actions at levels exceeding those

provided for in the GM HRP as the GM HRP may be amended from time to time,

unless all GM and GM HRP obligations under sections b. and e. of the Benefit

Guarantee are extinguished. Except as otherwise mutually agreed by the UAW and

Delphi after the term of the extended 2003 UAW-Delphi National Agreement, i.e.,

after September 14, 2011, the Delphi HRP will not be required to. recognize any

extra grants of age or credited service, or other acceleration of retirement eligibility

not provided for under the terms of the GM HRP as of the date immediately

preceding the Effective Date, given to past or future Delphi flowbacks (including

Covered Employees) by GM and/or the GM HRP or successor plan,.

OPEB

14)Pursuant to the Plan and this Term Sheet, as of the Effective Date or as soon as

practicable thereafter in accordance with applicable law and administrative

requirements (the "Cessation Date"), Delphi will cease to provide, offer, or have any

liability for OPEB to its UAW represented hourly employees and retirees and their

spouses, surviving spouses, dependents or other beneficiaries. The cessation will be

administered on a "claims incurred" basis, and Delphi will therefore retain

responsibility for all claims incurred but either unfiled or unpaid as of the Cessation

Date. This cessation will include elimination of the Special Benefit relating to

Medicare Part B. This cessation does not include the cessation of OPEB provided to

Delphi employees or retirees subject to the terms of the UAW-Delphi Supplemental

Agreement dated April 29, 2004, as amended, except as provided in paragraph 18 of

this Term Sheet.

15) In furtherance of the Plan and this Term Sheet, the parties agree that Delphi’s action

to cease providing or offering OPEB on the basis referred to in paragraph 14 of this

Term Sheet will trigger sections c. and d. of the Benefit Guarantee as of the

Cessation Date as set forth herein. The parties further agree that the scope or

manner in which GM satisfies its obligations under sections c. and d. of the Benefit

Guarantee and this Term Sheet will not result in OPEB liability to Delphi. The

parties further agree that GM will not satisfy its obligations under the Benefit

Guarantee and this Term Sheet by reimbursing employees for COBRA continuation

premiums.

16) The parties agree to fully cooperate with the efficient transfer of administrative

responsibilities from Delphi to GM so that the Cessation Date will be the Effective

Date or as soon as possible after the Effective Date, but in no case later than 3

months after the Effective Date (unless mutually agreed to by the parties). The

parties further agree that there may be differing Cessation Dates for different

portions of post-retirement medical plan benefits depending on the benefit and how

quickly administrative responsibilities can be transferred. The parties further agree

that the Cessation Date shall not occur unless and until GM is prepared to assume

Case 2:09-cv-13616-AJT-MKM Document 164-7 Filed 12/20/10 Page 16 of 35
responsibility for all covered claims incurred on and after the Cessation Date, in

order to assure a smooth transition of the obligation.

17)In full satisfaction of the GM’s obligations under sections c. and d. of the Benefit

Guarantee, GM agrees to provide post-retirement medical and employer paid postretirement life insurance to eligible Covered Employees as described herein. The

parties further agree that the Special Benefit described in Article 5 of the UAWDelphi health care agreement is a post-retirement medical benefit as defined in

paragraph c.2 of the Benefit Guarantee, and is therefore covered by the Benefit

Guarantee and the obligations set forth in the preceding sentence. The parties further

agree as follows:

A. This triggering of sections c. and d. of the Benefit Guarantee shall apply

only to Covered Employees :

i. who as of the Effective Date are retired from Delphi with

eligibility for OPEB under the terms of the 1999 or 2003 DelphiUAW National Agreements;

ii. who as of the Effective Date are eligible to retire from Delphi on a

normal retirement basis under Article II, section 1 of the Delphi

HRP (i.e., age 65) or an early retirement basis under Article II,

sections 2(a)(1), 2(a)(2) or 2(a)(3) of the Delphi HRP (i.e., 60 &

10, 85 Point or 30 & Out ) or as a retirement under mutually

satisfactory conditions pursuant to Article II, section 2(b) of the

Delphi HRP for the plants identified in section B.4 (excluding

Athens) of the UAW-Delphi-GM Memorandum of Understanding

Delphi Restructuring, with OPEB under the terms of the 2003

Delphi-UAW National Agreement in effect on the date

immediately preceding the Effective Date; or

iii. who when considering all Delphi HRP credited service accrued

prior to the Freeze Date and GM HRP credited service obtained

pursuant to paragraph 8.a. of this Term Sheet, become eligible to

retire on a normal retirement basis under Article II, section 1 of the

Delphi HRP (i.e., age 65) or an early retirement basis under Article

II, sections 2(a)(1), 2(a)(2) or 2(a)(3) of the Delphi HRP (i.e., 60 &

10, 85 Point or 30 & Out) or as a retirement under mutually

satisfactory conditions pursuant to Article II, section 2(b) of the

Delphi HRP for the plants identified in section B.4 (excluding

Athens) of the UAW-Delphi-GM Memorandum of Understanding

Delphi Restructuring or as a Total and Permanent Disability

retirement under Article iI, section 3 of the Delphi HRP approved

both by Delphi pursuant to the procedures applicable to the Delphi

HRP as of the date immediately preceding the Effective Date and

10

Case 2:09-cv-13616-AJT-MKM Document 164-7 Filed 12/20/10 Page 17 of 35
approved by GM under the procedures applicable to the GM HRP,

within 7 years of the Effective Date.

No The parties agree that there is no triggering of sections c, and d. of the

Benefit Guarantee for any Covered Employees other than those

specifically identified in sub-paragraph A. of this paragraph of the Term

Sheet. Additionally there is no triggering of sections c. and d. of the

Benefit Guarantee for any Covered Employee who does not meet the

conditions of paragraph 17 A. i., 17 A. ii, or 17 A iii. of this Term Sheet

and is treated as deferred vested in the GM HRP or under the provisions

of 8.f. of this Term Sheet.

Co All post-retirement medical benefits provided with respect to Covered

Employees by GM will be in accordance with all the ongoing terms,

conditions and eligibility requirements of the GM Health Care Program

for Hourly Employees. As such, GM will provide the applicable

unmitigated level of post retirement medical benefits consistent with the

terms of the Modified Plan, as defined in the Settlement Agreement, on

the same basis as such benefits are provided to GM-UAW hourly

employees who retired from GM with eligibility to participate in the GM

Health Care Program. All Delphi UAW represented employees who

participated in the March 22, 2006 SAP and who elected an SAP option

that permitted them to "check the box" and Delphi represented employees

who retire meeting the conditions of 17. A. ii or 17.A. iii of this Term

Sheet will for purposes of OPEB flowback to GM and will be treated for

such purposes as a "check the box" retiree.. With regard to Mitigation as

defined in the Settlement Agreement, for Covered Employees who retired

from Delphi prior to October 1, 2005 with eligibility for corporate

contributions under the Delphi Health Care Program for Hourly

Employees (the "Delphi Retired Covered Employees"), the GM Health

Care Program will also provide, during the term of the settlement

agreement (the "Settlement Agreement") approved by the court in the case

of Int’l Union, UAW, et. Al. v. General Motors Corp., CiviI Action No. 05-

73991, the same level (including dental) of post-retirement medical benefit

Mitigation as that provided by the DC VEBA in place for GM-UAW

retirees under the Settlement Agreement. Notwithstanding the above the

parties agree that: (a) with regard to dental benefits for Delphi Retired

Covered Employees, benefits and coverages will not exceed those outlined

in Appendix C of the GM Health Care Program and benefits and

coverages will be reduced to the extent the DC VEBA reduces dental

benefits and coverages; and (b) with regard to other health care benefits

the Mitigation provided by the GM Health Care Program will not exceed

the initial level of Mitigation’ as of the Implementation Date specified in

paragraph 14. A. of the Settlement Agreement. It is, otherwise, the intent

of the parties that the eligibility of Covered Employees for post-retirement

11

Case 2:09-cv-13616-AJT-MKM Document 164-7 Filed 12/20/10 Page 18 of 35
medical benefits and the eligibility of Delphi Retired Covered Employees

for Mitigation will be according to the same terms and conditions that

such benefits are provided to GM-UAW retirees, including future changes

or modifications, if any, to either unmitigated or mitigated coverage or the

establishment of a new health care program covering GM-UAW retirees.

This Agreement does not waive any rights, except as provided for in

paragraph 21 of this Term Sheet, that GM, the UAW or the retirees have

under either the GM Health Care Program or the terms of the Settlement

Agreement. In addition the exercise by GM or the UAW of their rights

under either the GM Health Care Program or the terms of the Settlement

Agreement will have the same effect or consequence to Covered

Employees and Delphi Retired Covered Employees that it has on GMUAW hourly retirees.

Do All employer-paid post-retirement Basic Life Insurance benefits provided

with respect to Covered Employees by GM will be in accordance with all

the ongoing terms, conditions and eligibility requirements of the GM Life

and Disability Benefits Program for Hourly Employees and will be at the

level provided for Delphi UAW retirees on the date immediately

preceding the Effective Date, provided however that in no event shall GM

be required to provide benefits to Covered Employees at a level and scope

that exceeds that being provided for UAW-represented hourly retirees of

GM.

Eo The parties also agree that, if any Covered Employee other than those

specifically identified in sub-paragraph A of this paragraph of the Term

Sheet does not flowback to GM under the terms of the UAW-GM-Delphi

Flowback Agreement or per the SAP, he or she will be deemed ineligible

for OPEB from GM, or Delphi except in regard to Delphi as may be

provided by Delphi under the UAW-Delphi Supplemental Agreement

dated April 29, 2004, as amended. Provided however, that if a Covered

Employee meets all of the following conditions: (a) is on an approved

Extended Disability Leave of Absence from Delphi as of the Effective

Date; (b) cannot become eligible to retire with GM post-retirement

medical and employer paid post-retirement life insurance pursuant to

paragraph 17. A. of this Term Sheet; (c) has applied for a Total and

Permanent Disability retirement under Article II, Section 3 of the Delphi

HRP within 7 years of the Effective Date and if approved retires; (d)

meets the requirements to retire with GM provided post-retirement

medical and employer paid post-retirement life insurance under the

provisions of paragraph 17 of this Term Sheet without regard to the

reference to "within 7 years of the Effective Date" contained in paragraph

17.A. iii. of this Term Sheet; and (e) has unbroken seniority with Delphi

when they retire; such Covered Employee will be treated as a flowback to

GM "check the box" only for purposes of post-retirement medical and

12

Case 2:09-cv-13616-AJT-MKM Document 164-7 Filed 12/20/10 Page 19 of 35
employer paid post-retirement life insurance. This provision addressing

Covered Employees on Extended Disability Leave from Delphi will not

apply to any other leave of absence, paid or unpaid, and does not impact

any pension provision in this Term Sheet.

General Provisions

18) It is the intent of the parties that, except as specifically required by this Term Sheet,

no employee covered by this Term Sheet can simultaneously receive, earn or accrue

credited service, pension contributions, OPEB contributions or eligibility in more

than one pension or OPEB plan sponsored or funded by GM, Delphi, a successor

company and/or any Delphi operation divested after October 8, 2005, i.e. no "double

dip". As a result, the parties agree as follows:

During the period of time a Covered Employee is eligible to accrue credited

service in the GM HRP under paragraph 8.a. of this Term Sheet, such Covered

Employee will not be eligible to participate in the Individual Retirement Plan

provisions of the Delphi HRP or receive matching contributions under the Delphi

Personal Savings Plan as provided for in the UAW-Delphi Supplemental

Agreement dated April 29, 2004, as amended, or receive accruals in or

contributions to any other defined benefit or defined contribution pension plan

that is established or maintained by Delphi, a successor company or any Delphi

operation divested after October 8, 2005;

Neither Delphi, a successor company, nor any Delphi operation divested after

October 8, 2005 will provide any payments, contributions or accruals relating to

OPEB including, but not limited to payments, contributions or accruals in the

Retiree Medical Account (the "RMA") as provided for in the UAW-Delphi

Supplemental Agreement dated April 29, 2004, as amended, to any Covered

Employee who can attain eligibility to receive OPEB from GM pursuant to

paragraph 17 of this Term Sheet; and

Neither Delphi, a successor company, nor any Delphi operation divested after

October 8, 2005 will provide any payments, contributions or accruals relating to

OPEB including, but not limited to payments, contributions or accruals in the

RMA, to any Covered Employee or other employee who attains eligibility for GM

provided or GM funded OPEB through any means.

19)

20)

Delphi, GM, and the UAW agree to make all collective bargaining agreement,

pension, and benefit plan amendments and modifications necessary to implement

and comply with the terms contained herein.

Covered Employees electing a Buy Down under the UAW-Delphi-GM

Memorandum of Understanding Delphi Restructuring will retain eligibility for

OPEB and pension benefit treatment under this Term Sheet without regard to such

election.

13

Case 2:09-cv-13616-AJT-MKM Document 164-7 Filed 12/20/10 Page 20 of 35
21)This Term Sheet shall not be effective unless the confirmation order approving the

Plan incorporates and approves all of the terms of this Term Sheet (including the

releases provided for herein), does not include terms that are inconsistent with this

Term Sheet, and provides that on the Effective Date, the UAW, all employees and

former employees of Delphi represented or formerly represented by the UAW, and

all persons or entities with claims derived from or related to any relationship with

such empl__~oyees or former emplo~’ees of Delphi, waive and be deemed to have

waived any and all claims of any nature, whether liquidated, un-liquidated,

contingent, non-contingent, asserted, unasserted, existing and/or arising in the future

against Delphi, the Delphi HRP, the Delphi Health Care Program for Hourly

Employees and the Delphi Life and Disability Benefits Program for Hourly

Employees, GM, the GM HRP, the GM Health Care Program for Hourly Employees

and the GM Life and Disability Benefits Program for Hourly Employees, and the

officers, directors, employees, fiduciaries, and agents of each, arising from or

related to any obligations of Delphi, GM and/or such employee benefits plans to

provide OPEB or pension benefits, or related in any way to the amendment and

freeze of the Delphi HRP, the cessation of Delphi OPEB and the triggering of the

Benefit Guarantee; provided however, that claims for benefits provided for under the

provisions of this Term Sheet or ordinary course claims by participants and

beneficiaries of the GM HRP, the GM Health Care Program for Hourly Employees,

the GM Life and Disability Benefits Program for Hourly Employees, Delphi HRP,

the Delphi Health Care Program for Hourly Employees and the Delphi Life and

Disability Benefits Program for Hourly Employees, arising after the Effective Date

based on the denial or miscalculation of benefits under such plans are not waived.

The parties acknowledge that Delphi and/or GM may seek additional waivers of

other claims, other than ordinary course grievances and workers’ compensation

claims, in connection with the resolution of its current labor negotiations with the

UAW. The parties also acknowledge that (i) the consideration provided by GM in

this Term Sheet constitutes a substantial contribution to the Plan, (ii) this

contribution is necessary to the success of the Plan, and (iii) GM would not have

made this contribution without obtaining the releases provided for herein. The

Parties further acknowledge that nothing in the preceding sentence shall give rise to

or entitle GM to seek or be allowed any claim against or consideration fi’om any

entity, including Delphi, other than as specifically approved by the Bankruptcy

Court as agreed to by Delphi and GM in a comprehensive settlement agreement

resolving the financial, commercial, and other matters between them.

22) Delphi and GM will cause a transfer of pension assets and liabilities from the Delphi

HRP to the GM HRP. This transfer is part of the overall Delphi restructuring and is

designed to improve the funding level of the Delphi HRP. The transfer will have no

effect on accrued pension benefits for employees who either remain in the Delphi

HRP or are transferred to the GM HRP. Such transfer will be in an amount agreed to

between GM and Delphi and will be conducted in accordance with Section 414(1) of

the Internal Revenue Code of 1986, as amended, and Section 208 of the Employee

Retirement Income Security Act of 1974, as amended.

14

Case 2:09-cv-13616-AJT-MKM Document 164-7 Filed 12/20/10 Page 21 of 35
a) Any such transfer will be subject to the Internal Revenue Service ("IRS") ruling

issued to Delphi and GM on May 29, 2007 related to the transfer, as may be

amended from time to time.

The participants and their corresponding assets and liabilities to be included in the

transfer will proceed in the following order to the extent necessary to achieve the

amount of the transfer agreed upon by GM and Delphi.

0 All UAW-represented employees who, before the date of the transfer ("the

Transfer Date"), have flowed back to GM from Delphi (retired and active) or

IUE-CWA represented employees who return to GM under a flowback or

preferential hiring agreement.

ii) Participants on a proportionate basis by union in any pre-retirement program

("PRP") option offered and selected as part of the UAW-GM-Delphi Special

Attrition Program, the IUE-CWA-GM-Delphi Special Attrition Program, any

such Delphi PRP option included in any special attrition program negotiated

with the USWA, and any other PRP option in a special attrition program

implemented prior to the Transfer Date. Within a given union, retired

participants will be selected prior to active participants.

iii) Participants on a proportionate basis by union in the MSR option offered by

Delphi to Delphi employees (the "Delphi MSR") in the UAW-GM-Delphi

Special Attrition Program, the IUE-CWA-GM-Delphi Special Attrition

Program, any such Delphi MSR option included in any special attrition

program negotiated with the USWA, and any other MSR option in a special

attrition program implemented prior to the Transfer Date.

iv) The selection of retired or active PRP participants will be based on the highest

seniority with Delphi as of the participant’s retirement date for retired PRP

participants, or the Transfer Date for active PRP participants. The selection of

Delphi MSR participants will be based on the highest seniority with Delphi as

of the participant’s retirement date.

Except as otherwise agreed in future bargaining, the benefit payable by the GM

HRP relating to the liability transferred to the GM HRP for a participant whose

assets and liabilities were transferred wi’ll be based on the Delphi HRP rate in

effect as of the Transfer Date. To the extent assets and liabilities associated with

active flowbacks and PRP participants are included in the transfer, GM will

assume the responsibility for recognizing all past and future benefit service for

this population under the GM HRP, including but not limited to the payment of

any early retirement supplement.

d) After the transfer, the Delphi HRP will not retain any obligations for or relating to

the pension liabilities transferred.

23) Nothing in this Term Sheet shall be deemed to prevent the UAW and Delphi, after

the term of the extended 2003 National Agreement, i.e., after September 14, 2011,

15

Case 2:09-cv-13616-AJT-MKM Document 164-7 Filed 12/20/10 Page 22 of 35
from negotiating future changes in pension or other benefits payable to any Covered

Employee.

24) The parties have developed a series of exfimples (the "Examples"), attached hereto

as Appendix 1, to show the operation of the provisions of this Term Sheet. The

Examples are incorporated herein and made part of this Term Sheet. For the

Examples which include individuals whose assets and liabilities are transferred in

the 414(1) transfer, the pension benefit amount to be paid from the Delphi HRP will

be payable from the GM HRP.

25) In the event a situation involving the pension benefits of a Covered Employee arises

that is not addressed by the terms of this Term Sheet or the examples that are a part

of this Term Sheet, the intent of the parties is as follows. The pension benefits

provided under paragraph 8 of this Term Sheet when combined with pension

benefits payable by Delphi plans and the PBGC will in the aggregate equal the

benefits that would have been provided under the terms of the Delphi HRP in effect

on the date immediately preceding the Effective Date, assuming the Delphi HRP

was not frozen until expiration of a period of 7 years from the Freeze Date. In

applying this paragraph all conditions set forth in this Term Sheet continue to apply.

Except as otherwise provided in this Term Sheet, neither GM nor the GM HRP will

recognize Mutual Retirements from the Delphi HRP or any extra grants of age or

credited service, or other acceleration of retirement eligibility by Delphi or the

Delphi HRP, unless specifically agreed to in writing by GM in its sole discretion.

Nothing in this paragraph shall expand any obligation under paragraph 8 of this

Term Sheet or require GM or the GM HRP to provide more years of credited service

to a Covered Employee than are provided for under paragraph 8.a. i and ii of this

Term Sheet.

16

Case 2:09-cv-13616-AJT-MKM Document 164-7 Filed 12/20/10 Page 23 of 35
Girl Consensual Tri~ of Benefit Guarantee

Assumes Effective Date, Cessation Date and Delphi Plan Freeze Date is 7/1/2007

Employee’s Credited Service as of 6/30/2007 = 26.5 years

Employee continues to work at Delphi for another 7 years

30&Out Retirement

Retirement effective 7/1/2014 with 33.5 years of credited service

Age 58 at retirement

Employee’s Wage as of 6/30/2007 is $26.85/hr

Employee’s Wage reduced to $18.84/hr on 7/1/2007 and remains the same until date of

retirement (example assumes no future increases)

Assumes utilization of the 2003 Delphi Life and Disability Benefits Program schedule Art. II, 1

Assumes the Ultimate Amount calculation is based on the credited service accrued under the

Delphi HRP prior to the Freeze Date and the credited service accrued under the GM HRP

Calculation of Basic Life CoveragLe~

[] At date of retirement, life insurance coverage is reinstated by GM and equals $61,000 (based

on $26.85 wage level)

[] Upon attainment of age 65 in 2021, the $61,000 amount begins to reduce by 2% per month

over approximately 25 months until reaching the Ultimate Amount

Ultimate Amount equals $30,653 (33.5 years of credited service x 1.5% = 50.25%; Eligible

for 50.25% of $61,000)

Note: In no event will a Delphi retiree’s Basic Life insurance benefit exceed that of a similarly

situated GM retiree.

Page 1

6/21/2007

Case 2:09-cv-13616-AJT-MKM Document 164-7 Filed 12/20/10 Page 24 of 35
E×ample #2= "30 and Out" Retirement within 7 .years of the Effective Date But

Assumes Effective Date, Cessation Date and Delphi Plan Freeze Date is 7/1/2007

Employee’s Credited Service as of 6/30/2007 = 26.5 years

Employee continues to work at Delphi for another 8.5 years

30&Out Retirement

Retirement effective 1/1/2016 with 35 years of service

Age 58 at retirement

Employee’s Wage as of 6/30/2007 is $26.85/hr

Employee’s Wage reduced to $18.84/hr on 7/1/2007 and remains the same until date of

retirement (example assumes no future increases)

Assumes utilization of the 2003 Delphi Life and Disability Benefits Program schedule Art. II, 1

Assumes the Ultimate Amount calculation is based on the credited service accrued under the

Delphi HRP prior to the Freeze Date and the credited service accrued under the GM HRP

Calculation of Basic Life Coverage:

[] At date of retirement, life insurance coverage is reinstated by GM and equals $61,000 (based

on $26.85 wage level)

[] Upon attainment of age 65 in 2023, the $61,000 amount begins to reduce by 2% per month

over approximately 25 months until reaching the Ultimate Amount

[] Ultimate Amount equals $30,653 (33.5 years of credited service x 1.5% = 50.25%; Eligible

for 50.25% of $61,000)

Note: In no event will a Delphi retiree’s Basic Life insurance benefit exceed that of a similarly

situated GM retiree.

Page 2

6/21/2007

Case 2:09-cv-13616-AJT-MKM Document 164-7 Filed 12/20/10 Page 25 of 35
Example #3= "85 Point" Retirement within 7 ~vears of the Effective Date

Assumes Effective Date, Cessation Date and Delphi Plan Freeze Date is 7/1/2007

Employee’s Credited Service as of 6/30/2007 = 24 years

Employee continues to work at Delphi for another 3 years

85 Point Retirement

Retirement effective 7/1/2010 with 27 years of credited service

Age 58 at retirement

Employee’s Wage as of 6/30/2007 is $26.85/hr

Employee’s Wage reduced to $18.84/hr on 7/1/2007 and remains the same until date of

retirement (example assumes no future increases)

Assumes utilization of the 2003 Delphi Life and Disability Benefits Program schedule Art. II, 1

Assumes the Ultimate Amount calculation is based on the credited service accrued under the

Delphi HRP prior to the Freeze Date and the credited service accrued under the GM HRP

Calculation of Basic Life Covera.~.

[] At date of retirement, life insurance coverage is reinstated by GM and equals $61,000 (based

on $26.85 wage level)

[] Upon attainment of age 65 in 2017, the $61,000 amount begins to reduce by 2% per month

over approximately 30 months until reaching the Ultimate Amount

[] Ultimate Amount equals $24,705 (27 years of credited service x 1.5% = 40.50%; Eligible for

40.50% of $61,000)

Note: In no event’will a Delphi retiree’s Basic Life insurance benefit exceed that of a similarly

situated GM retiree.

Page 3

6/21/2007

Case 2:09-cv-13616-AJT-MKM Document 164-7 Filed 12/20/10 Page 26 of 35
Assumes Effective Date, Cessation Date and Delphi Plan Freeze Date is 7/1/2007

Employee’s Credited Service as of 6/30/2007 = 17 years

Employee continues to work at Delphi for another 2 years

60 & 10 Retirement

Retirement effective 7/1/2010 with 19 years of credited service

Age 60 at retirement

Employee’s Wage as of 6/30/2007 is $26.85/hr

Employee’s Wage reduced to $18.84/hr on 7/1/2007 and remains the same until date of

retirement (example assumes no future increases)

Assumes utilization of the 2003 Delphi Life and Disability Benefits Program schedule Art. II, 1

Assumes the Ultimate Amount calculation is based on the credited service accrued under the

Delphi HRP prior to the Freeze Date and the credited service accrued under the GM HRP

Calculation of Basic Life Covera,qe:

[] At date of retirement, life insurance coverage is reinstated by GM and equals $61,000 (based

on $26.85 wage level)

[] Upon attainment of age 65 in 2015, the $61,000 amount begins to reduce by 2% per month

over approximately 36 months until reaching the Ultimate Amount

[] Ultimate Amount equals $17,385 (19 years of credited service x 1.5% = 28.50%; Eligible for

28.50% of the $61,000)

Note: In no event will a Delphi retiree’s Basic Life insurance benefit exceed that of a similarly

situated GM retiree.

Page 4

6/21/2 OO7

Case 2:09-cv-13616-AJT-MKM Document 164-7 Filed 12/20/10 Page 27 of 35
Assumes Effective Date, Cessation Date and Delphi Plan Freeze Date is 7/1/2007

Employee’s Credited Service as of 6/30/2007 = 15 years

Employee continues to work at Delphi for another 15 years

30&Out Retirement

Retirement effective 7/1/2022 with 30 years of service

Age 58 at retirement

Employee had a total oT22 years-Sf credited service as of-the 7 year anniversary o~reeze

Date

Employee’s Wage as of 6/30/2007 is $26.85/hr

Employee’s Wage reduced to $18.84/hr on 7/1/2007 and remains the same until date of

retirement (example assumes no future increases)

This example employee would not be eligible for OPEB in retirement from GM. Employee did not

reach retirement eligibility within 7 years of the Effective Date. As of July 1, 2014, employee was

age 50 with 22 years of credited service. As such, this employee is not eligible for Basic Life

coverage from GM in retirement.

Note: Under the Delphi-UAW Supplemental Agreement, this employee can receive Basic Life

Insurance in retirement provided that they meet the eligibility requirements.

Page 5

6/21/2007

Case 2:09-cv-13616-AJT-MKM Document 164-7 Filed 12/20/10 Page 28 of 35
Term Sheet- Delphi Pension Freeze and Cessation o~ OPEB~ a~nd

Pension E×amples = June 21, 2007

In no event shall any employee be credited with more than one year of credited service in any

calendar year between the Delphi Hourly-Rate Employees Pension Plan and any credited service

provided under the Benefit Guarantee.

Examp~e#1oEm~ee IF~ows Back to GM -nor o ep I an reeze

Employee flows back to GM 1/1/2005

Employee’s Credited Service as of 12/31/2004 = 26.5 years

Assume Effective Date and Delphi Plan Freeze Date is 7/1/2007

30&Out Retirement

Retirement effective 7/1/2011 with 33 years of credited service

Single -Age 58 at retirement

Benefit Class Code C

Assumes the benefit rate levels in effect under the 2003 Hourly-Rate Employees Pension Plan

Calculation of Benefit:

Total Benefit prior to age 62 and one month:

Delphi Share:

Basic Benefit: $51.40 x 26.5 = $1,362.10 x .752 (due to age reduction)

Early Retirement Supplement:

Girl Share: (GM Credited Service)

Basic Benefit: $51.40 x 6.5 = $334.10 x .752 (due to age reduction)

Early Retirement Supplement:

$1,024.30

$1,400.85

$2,425.15

$ 251.24

$ 343.61

$ 594.85

Total to Retiree: $3,020.00

Tota~ Benefit at age 62 and one month:

~e=~phi Share:,

Basic Benefit: $51.40 x 26.5 =

GM Share: (Gl~l Credited Service)

Basic Benefit: $51.40 x 6.5 =

Total to Retiree:

$1,362.10

~ 334.t0

$1,696.20

Note: This example retiree would be eligible for OPEB in retirement from GM.

Page 1

6/21/2007

Case 2:09-cv-13616-AJT-MKM Document 164-7 Filed 12/20/10 Page 29 of 35
Assume Effective Date and Delphi Plan Freeze Date is 7/1/2007

Employee’s Credited Service as of 6/30/2007 = 26.5 years

Employee continues to work at Delphi for another 1.5 years and then flows back to GM 1/1/2009

30&Out Retirement

Retirement effective 1/1/2014 with 33 years of credited service

Single - Age 58 at retirement

Benefit Class Code C

A n

Calculation of Benefit:

Total Benefit prior to age 62 and one month:

Delphi Share:

Basic Benefit: $51.40 x 26.5 = $1,362.10 x .752 (dueto age reduction) =

Early Retirement Supplement:

GM Share:

Basic Benefit: $51.40 x 6.5 = $334.10 x .752 (due to age reduction)

Early Retirement Supplement:

$1,024.30

$1,400.85

$2,425.15

$ 251.24

$ 343.61

$ 594.85

(1.5 yrs of BG CS;

5yrs of GM C8)

(1.5 yrs of BG C8;

5 yrs of GM C8)

Tota~ to Retiree: $3,020.00

Total Benefit at aqe 62 and one month:

Delphi Share:

Basic Benefit: $51.40 x 26.5 =

GM Share:

Basic Benefit: $51.40 x 6.5 =

$1,362.10

334.10

Tota~ to Retiree: $1,696.20

(1.5 yrs of BG Credited Service;

5 yrs of GM Credited Service)

Note: This example retiree would be eligible for OPEB in retirement from GNI.

Page 2

6/21/2007

Case 2:09-cv-13616-AJT-MKM Document 164-7 Filed 12/20/10 Page 30 of 35
~ees Who Continue To Work At Delp_~hi

Example #3° EmCee Has Less Than 30 Years of Credited Service as of

_Plan.Freeze Date Retires of Credited Service

ib~e for OPEB Within 7 Years of the Effective Date

Assume Effective Date and Delphi Plan Freeze Date is 7/1/2007

Employee’s Credited Service as of 6/30/2007 = 26.5 years

Employee continues to work at Delphi for another 7 years

30&Out Retirement

Retirement effective 7/1/2014 with 33.5 years of credited service

Single -Age 58 at retirement

Benefit Class Code C

Assumes the benefit rate levels in effect under the 2003 Hourly-Rate Employees Pension Plan

Calculation of Benefit:

Tota~ Benefit prior to aqe 62 and one month:

De~phi Share:

Basic Benefit: $51.40 x 26.5 = $1,362.10 x .752 (due to age reduction)

Early Retirement Supplement:

GNI Share:

Total to Retiree:

$1,024.30

$1,995.70

$3,020.00

$ 0

$3,020.00

Total Benefit at aqe 62 and one month:

Delphi Share:

Basic Benefit: $51.40 x 26.5 =

GI~ Share: (BG Credited Service)

Basic Benefit: $51.40 x 7 =

$1,362.1

359.80

Tota~ to Retiree: $t ,721.90

Note: This example retiree wou~d be eligible for OPEB in retirement from GM. Employee

reached retirement eligibility within 7 years of the Effective Date.

Page 3

6/21/2007

Case 2:09-cv-13616-AJT-MKM Document 164-7 Filed 12/20/10 Page 31 of 35
_~.!phi P~ar~ Freeze Date

Assume Effective Date and Delphi Plan Freeze Date is 7/1/2007

Employee’s Credited Service as of 6/30/2007 = 30 years

Employee continues to work at Delphi for another 7 years

30&Out Retirement

Retirement effective 7/1/2014 with 37 years of credited service

Single - Age 58 at retirement

Assumes the benefit rate levels in effect under the 2003 Hourly-Rate Employees Pension Plan

Ca~culatior~ of Benefit:

Total Benefit prior to a eg#_~62 and one month:

De~phi Share:

Basic Benefit: $51.40 x 30 = $1,542 x .752 (due to age reduction)

Early Retirement Supplement:

$1,159.58

$3,020.00

GM Share: $ 0

Tota~ to Retiree: $3,020.00

Total Benefit at age 62 and one month:

Delphi Share:

Basic Benefit: $51.40 x 30 =

GNI Share: (BG Credited Service)

Basic Benefit: $51.40 x 7 =

Total to Retiree:

$1,542.00

Note: This e×ampie retiree wou~d be eligible for OPEB in retirement from G~I. Employee was

a~ready retirement e~igib~e as of the Effective Date.

Page 4

6/21/2007

Case 2:09-cv-13616-AJT-MKM Document 164-7 Filed 12/20/10 Page 32 of 35
E~(arnple #5Ao En~o=~v. ee Has 15 Years o~ Credited Service as o~ Delphi Plan

Freeze Date 8, Retires with 30 Years of Service

Assume Effective Date and Delphi Plan Freeze Date is 7/1/2007

Employee’s Credited Service as of 6/30/2007 = 15 years

Employee continues to work at Delphi for another 15 years

30&Out Retirement

Retirement effective 7/1/2022 with 30 years of service

Single - Age 58 at retirement

Employee had a total of 22 years of credited service as of the 7 year anniversary of the Freeze Date

Benefit Class Code C

Assumes the benefit rate levels in effect under the 2003 Hourly-Rate Employees Pension Plan

Calculation of Benefit:

Total Benefit ~rior to a~qe 62 and one month:

Delphi Share:

Basic Benefit: $51.40 x 15 = $771 x .752 (due to age reduction)

Early Retirement Supplement:

GIrl Share:

Total:

$ 579.79

$3,020.00

$ 0

$3,020.00

Total Benefit at age 62 and one month:

Delphi Share:

Basic Benefit: $51.40 x 15 =

(Note: At age 62 and one month, the Basic Benefit is redetermined, An age reduction

factor is no longer applied, since the employee retired with at least 30 years of service

for retirement eligibility purposes),

GIrl Share: (BG Credited Service),

Deferred Vested Basic Benefit: $51.40 x 7 x .79 (due to age reduction) =

(Note: A deferred vested age reduction factor is applied to the benefit, since the

employee is age 58 at the time of retirement but only had 22 years of credited

service as of the 7 year anniversary of the Freeze Date. Employee is not considered

retirement eligible by GM The age reduction factor that is applied is based on

commencing the deferred vested pension benefit at age 62 and one month versus age 65).

$ 771.00

284.24

Total: $1,055.24

Note: This e×ample employee would not be eligible for OPEB in retirement from GNi. Employee did not

reach retirement e~igibility within 7 years of the Effective Date. As of Ju~y ’i, 20’14, employee was age

50 with 22 years of credited service.

Page 5

6/21/2007

Case 2:09-cv-13616-AJT-MKM Document 164-7 Filed 12/20/10 Page 33 of 35
Hxarnple #SE~o Hmpl~yee Has 15 Years of Credited Service as of De~phi Plan

Freeze Date & Retires with 30 Years of Service

Assume Effective Date and Delphi Plan Freeze Date is 7/1/2007

Employee’s Credited Service as of 6/30/2007 = 15 years

Employee continues to work at Delphi for another 15 years

30&Out Retirement

Retirement effective 7/1/2022 with 30 years of service

Single - Age 60 at retirement

Employee had a total of 22 years of credited service as of the 7 year anniversary of the Freeze Date

Benefit Class Code C

Assumes the benefit rate levels in effect under the 2003 H ourly-Rate Employees Pension Plan

Calculation of Benefit:

Total Benefit prior to age 62 and one month:

Delphi Share:

Basic Benefit: $51.40 x 15 = $771 x .867 (due to age reduction)

Early Retirement Supplement:

GNi Share:

Total:

$ 668.46

$2,351.54

$3,020.00

$ 0

$3,020.00

Total Benefit at age 62 and one month:

Delphi Share:

Basic Benefit: $51.40 x 15 =

(Note: At age 62 and one month, the Basic Benefit is redetermined.

An age reduction factor is no longer applied, since the employee retired

with at least 30 years of service for retirement eligibility purposes).

Girt Share: (BG Credited Service).

Basic Benefit: $51.40 x 7 x .867 (due to age reduction)

(Note: Since the employee was age 60 at the time of retirement and

had 22 years of credited service as of the 7 year anniversary of the

Freeze Date, GM recognizes this is a 60 & 10 retirement for pension

purposes. Since the employee does not have 85 points, an age

reduction factor is applied to the GM portion of the Basic Benefit).

$ 771.00

311.95

Total: $1,082.95

Note: This example employee would not be eligible for OPEB in retirement from GNi. Employee did

not reach retirement e~igibility within 7 years of the Effective Date. As of July 1, 2014, employee was

age 52 with 22 years of credited service.

Page 6

6/21/2007

Case 2:09-cv-13616-AJT-MKM Document 164-7 Filed 12/20/10 Page 34 of 35
#5Co Hmp__lo~vee Has 20 Years of Credited Service as of

Freeze Date & Retires with at least 30 Years of Service

Assume Effective Date and Delphi Plan Freeze Date is 7/1/2007

Employee’s Credited Service as of 6/30/2007 = 20 years

Employee continues to work at Delphi for another 15 years

30&Out Retirement

Retirement effective 7/1/2022 with 35 years of service

Single -Age 58 at retirement

Employee had a total of 27 years of credited service as of the 7 year anniversary of the Freeze Date

Benef~

Assumes the benefit rate levels in effect under the 2003 Hourly-Rate Employees Pension Plan

Calculation of Benefit:

Total Benefit prior to ag_e_ 62 and one month:

Delphi Share:

Basic Benefit: $51.40 x 20 = $1,028 x .752 (due to age reduction)

Early Retirement Supplement:

GNi Share:

Total:

$ 773.06

$3,020.00

$ 0

$3,020.00

Total Benefit at age 62 and one month:

Delphi Share:

Basic Benefit: $51.40 x 20 =

(Note: At age 62 and one month, the Basic Benefit is redetermined.

An age reduction factor is no longer applied, since the employee

retired with at least 30 years of service for retirement

eligibility purposes).

Gh/i Share: (BG Credited Service).

Basic Benefit: $51.40 x 7 =

(Note: No age reduction factor is applied to the benefit since the

employee is age 58 at the time of retirement and had 27 years of

credited service as of the 7 year anniversary of the Freeze Date.

GM recognizes this is an 85 point retirement for pension purposes).

,028.00

Total: $1,387.80

Note: This example employee would not be eligible for OPEB in retirement from Gi~l. Employee did

not reach retirement eligibility within 7 years of the Effective Date. /ks of July 1, 2014, employee was

age 50 with 27 years of credited service.

Page 7

6/21/2007

Case 2:09-cv-13616-AJT-MKM Document 164-7 Filed 12/20/10 Page 35 of 35