exv10wxey



 







Exhibit 10 (e)




IUE-CWA-GM-DELPHI

SPECIAL ATTRITION PROGRAM



Due to the extraordinary circumstances in the domestic auto industry and the Delphi bankruptcy, the
parties agree to the following special one-time program (“The Program”):





	1)	 	Delphi and the IUE-CWA agree on the following Special Attrition Program for Delphi employees
who are participants in the Delphi Hourly-Rate Employees Pension Plan (“Delphi HRP”):






	 	a)	 	An attrition program will be run for Delphi employees as follows:






	 	i)	 	$35,000 for normal or early voluntary retirement retroactive to
October 1, 2005.
	 
	 	ii)	 	50 & 10 Mutually Satisfactory Retirement (MSR).






Provisions l.ai and l.aii will apply to employees who are eligible to retire by
or on January 1, 2007. Employees will be allowed to retire when their services
are no longer required but in any event no later than January 1, 2007.




	 	b)	 	Any employee with at least 26 and less than 30 years of credited service
regardless of age will be eligible for special voluntary placement in a pre-retirement
program under the following terms:






	 	i)	 	Employees electing this pre-retirement program must be eligible no
later than July 1, 2006.
	 
	 	ii)	 	Employees will retire without additional incentives when they first
accrue 30 years of credited service under the provisions of the Delphi HRP.
	 
	 	iii)	 	The gross monthly wages while in the program will be:






	 	(1)	 	29 years credited service $2,900
	 
	 	(2)	 	28 years credited service $2,850
	 
	 	(3)	 	27 years credited service $2,800
	 
	 	(4)	 	26 years credited service $2,750






Wages will be paid weekly on an hourly basis (2,080 hours per year) and will
remain at that rate until 30 years of credited service is accrued. Employees
electing this program will be treated the same as protected status employees with
the following exceptions: (1) not eligible for Cost of Living Allowance (COLA);
and (2) not eligible for vacation pay except as was earned and unpaid prior to
the commencement of this Pre-Retirement Program. For purposes of pension
benefits, the Benefit Class Code will be determined using the twenty-four month
look back period as specified in Appendix A of the Delphi HRP, with said period
starting from the last day worked prior to the commencement of the pre-retirement
program. For purposes of life insurance, the amount of life insurance will be
based on the base rate as of the last day worked prior to the commencement of the
pre-retirement program.




	 	iv)	 	Within ten (10) business days after the first date on which any
employees are eligible to receive wage payments in accordance with Paragraph 1
 .b.iii above, Delphi will establish a segregated payment account (the “Account”)
in the amount of $12 million (the “Ceiling Amount”). The funds in the Account
will be available to reimburse Delphi for the payment of weekly wage payments
(which will be paid through Delphi’s normal payroll process) under Paragraph
1.b.iii. above or for direct wage payments to employees entitled to receive such
payments, as described in this Paragraph.




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	 	1.	 	Delphi shall not draw funds from the Account for purposes
of this Paragraph until a date (the “Permitted Draw Down Date”), which shall
be the later of the Final Election Date or the Adequate Funding Date (see
definitions below). Prior to the Permitted Draw Down Date, payments to
satisfy the obligations to employee participants pursuant to this Paragraph
will be drawn from Delphi’s available cash.
	 
	 	2.	 	If, on the Permitted Draw Down Date, the Anticipated
Liability is less than the Ceiling Amount, Delphi shall be permitted to draw
such funds out of the Account so that the balance remaining in the Account
is equal to the Anticipated Liability.






The Final Election Date shall be the first of the month following the
last day on which employees at any IUE-CWA-Delphi facility can make an
election to participate in the pre-retirement program described in
Paragraph l.b., or sooner if determined by the IUE-CWA-Delphi National
Parties.




The Adequate Funding Date shall be the date on which the Ceiling Amount
is greater than or equal to the Anticipated Liability.




The Anticipated Liability shall be an amount, calculated after the Final
Election Date, sufficient to pay all of the remaining liabilities under
Paragraph l.b.iii. for all employees who have elected to participate in
such program for the full remaining duration of such program. The
Anticipated Liability shall be calculated based on the number of eligible
employees, the remaining duration of the wage payments, and the
applicable pay rates.




	 	3.	 	The funds in the Account shall be available to satisfy
the obligations of this Paragraph and for no other purpose. The Bankruptcy
Court order approving the Program shall specifically provide that under no
circumstances (including but not limited to conversion of Delphi’s Chapter
11 cases to Chapter 7 proceedings) shall the assets in the Account be
available to satisfy the claims of any party other than the employees. This
Program is, in its entirety, contingent on entry of an order which, to the
satisfaction of the IUE-CWA and Delphi National Parties provides the
protections described in this Paragraph.






	 	c)	 	Delphi employees who are active or on leave status will be offered lump sum
buyouts to sever all ties with Delphi and GM except vested pension benefits (exclusive
of supplements) on a date no later than January 1, 2007. Employees (except employees at
the Gadsden, Alabama operations) with 10 or more years of seniority or credited service,
whichever is greater, are eligible for $140,000; employees with three (3) but less than
10 years seniority or credited service, whichever is greater, are eligible for $70,000;
and employees with one (1) but less than three (3) years of seniority or credited
service, whichever is greater, are eligible for $40,000 (the “Buyout Payments”), paid in
lump sum, less withholdings. Delphi and GM will each pay one-half of the Buyout Payments
due under this paragraph 1.c. Notwithstanding paragraph 3 below, GM will receive an
allowed prepetition general unsecured claim in the aggregate amount of all Buyout
Payments actually paid by GM pursuant to the Program.
	 
	 	d)	 	The application period, timing of retirements and buyouts, release dates, and
number of sign-up dates will be determined by Delphi based upon staffing considerations.
These dates may vary by location. In no event will the application period extend beyond
45 days from the agreed upon roll-out date for the Program unless mutually agreed by the
Delphi-IUE-CWA National Parties.




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	 	e)	 	All participants will be required to sign a release of all claims against Delphi
and GM, except workers’ compensation claims.
	 
	 	f)	 	An employee may only select one of the options described in subparagraphs l.a.i,
1.a.ii., 1.b and 1.c hereof.






	 	2)	 	GM, the IUE-CWA and Delphi agree that any employee electing to retire under option l.a.i ,
l.a.ii., or 1.b. above or under the New Brunswick Special Attrition Program dated May 25, 2006
(the “New Brunswick SAP”) will be permitted to either retire from Delphi or, provided they
“check the box”, transition to GM for purposes of retirement and receive other post-retirement
benefits (i.e., health care coverage and life insurance benefits) from GM as any other GM
IUE-CWA retiree; provided, however that any health care coverage from GM will be as amended
pursuant to the Health Care Discussions Agreement dated April 10, 2006 between GM and the
IUE-CWA (the “Health Care Discussions Agreement”); provided further that employees who retire
under option 1.a.i prior to entry of the order described in subparagraphs l.b.iv.3 and 3.a
hereof will not be permitted to “check the box.” Any employee choosing option l.b. above will
be considered a Delphi employee until they retire. Employees checking the box who have 100% of
his/her credited service in the Delphi HRP will receive 100% of their pension benefit from the
Delphi HRP. Notwithstanding paragraph 3 below, any obligations assumed by GM under the “check
the box” provisions of this paragraph shall be conclusively deemed to be comprehended by,
included within, and shall constitute a prepetition, general unsecured claim assertable by GM
against the estate of Delphi Corporation under Delphi’s general indemnity of GM under the
Master Separation Agreement. Neither Delphi Corporation nor any of its debtor affiliates may
object on any grounds to the allowance of such claim; provided, however, that Delphi
Corporation and any of its debtor affiliates reserve the right to object to the economic value
of such claim (in the nature of assumptions such as discount rate, health care trend rates,
mortality, other withdrawal rates and current and future expected benefit plan design
changes). This limited objection waiver applies to Delphi, only, and not for other parties in
interest, for which all rights are expressly reserved to object to the allowance of such claim
under any grounds other than it was not assertable under the Master Separation Agreement.
	 
	 	3)	 	The parties acknowledge the following matters regarding the Special Attrition Program:






	 	a)	 	Delphi’s participation in this Program is subject to the approval of the U.S.
Bankruptcy Court; which approval Delphi will seek promptly at the June 29, 2006 omnibus
hearing should this Program be finalized in time for Delphi to file a motion on ten days
notice without objection from the Creditors Committee or as otherwise permitted by the
Case Management Order in Delphi’s Chapter 11 cases. In the event such participation is
not allowed by the Bankruptcy Court, no party will have any obligations under this
Program. GM’s obligations in respect of the Program are subject to approval of the
Program by the U.S. Bankruptcy Court pursuant to entry of an order that provides for the
allowance and/or treatment of GM’s claims as described in this Program and is otherwise
reasonably satisfactory to GM, Delphi and the IUE-CWA based on the prior special
attrition program order approved in Delphi’s chapter 11 cases.
	 
	 	b)	 	For the avoidance of doubt, any obligations assumed by GM under this Program with
respect to OPEB under Paragraph 2 above or active health care and life insurance under
3.d below shall be conclusively deemed to be comprehended by, included within, and shall
constitute a prepetition, general unsecured claim assertable by GM against the estate of
Delphi Corporation under Delphi’s general indemnity of GM under the Master Separation
Agreement. GM agrees to pay the amounts due under Paragraph 1.a.i above and to pay 50%
of the aggregate amounts due under Paragraph 1.c above (except for any payments made to
participants who are employed at




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or retired from Delphi New Brunswick Operations), as well as to assume and pay OPEB
payments to Delphi employees who “check the box” for purposes of retirement.




	 	c)	 	This Program shall not be subject to abrogation, modification or rejection
without the mutual consent of the IUE-CWA, GM and Delphi and the order obtained in the
Bankruptcy Court by Delphi approving this Program shall so provide. The parties further
agree (and the Bankruptcy Court order shall also provide) that this Program is without
prejudice to any party-in-interest (including the parties to this Program and the
official statutory committees appointed Delphi’s chapter 11 cases) in all other aspects
of Delphi’s Chapter 11 cases, including by illustration, Delphi’s and GM’s respective
positions in all commercial discussions and claims matters between them, all collective
bargaining matters involving the parties, in any proceedings under Sections 1113 and/or
1114 of the Bankruptcy Code with respect to the IUE-CWA and under Section 365 of the
Bankruptcy Code with respect to GM’s contracts with Delphi, in any pension termination
proceeding under ERISA and/or the Bankruptcy Code, and all claims administration and
allowance matters.
	 
	 	d)	 	Nothing in this Program, the Bankruptcy Court’s approval of such Program, or the
performance of any obligation hereunder, shall limit or otherwise modify (a) Delphi’s
rights under Section 4041 of ERISA, or (b) Delphi’s rights under Section 1113 and/or 11
14 of the Bankruptcy Code with regard to any obligations which pre-existed this Program
(including pre-existing obligations referenced within this agreement), such as (by way
of illustration only) the obligation to maintain the hourly pension plan or provide
retirees or active employees (including employees/retirees participating in the
attrition programs contained in this Program) with levels of healthcare or other
benefits as specified in pre-existing labor agreements. Under no circumstances shall
Delphi freeze its pension plan covering IUE-CWA represented employees in a manner that
prevents employees in the pre-retirement program described in paragraph 1.b. above or in
the New Brunswick SAP from receiving on-going credited service sufficient to reach 30
years of credited service. Delphi shall provide the same healthcare and life insurance
coverage to employees participating in paragraph l.b. or in the New Brunswick SAP that
it provides to its other active IUE-CWA employees; provided, however, that if Delphi
reduces or eliminates such coverage provided to its active IUE-CWA employees, GM shall
subsidize such coverage provided to employees participating in paragraph l.b. above or
in the New Brunswick SAP up to the level provided to GM-IUE-CWA active employees as
provided in the GM-IUE-CWA Health Care Discussions Agreement. Except as otherwise
expressly provided herein, nothing in this Program shall limit, expand or otherwise
modify the rights or obligations of any party under the Benefit Guarantee between GM and
the IUE-CWA.




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	 	e)	 	Nothing contained herein, in the Bankruptcy Court’s approval of this Program, or the
performance of any obligation hereunder, shall constitute an assumption of any
agreement described herein, including, without limitation (a) any collective
bargaining agreement between the IUE-CWA and Delphi or (b) any agreement between GM
and Delphi, nor shall anything herein, in the Bankruptcy Court’s approval of this
Program, or the performance of any obligation hereunder, be deemed to create or give
rise to an administrative or priority claim with respect to, in favor of, or for the
benefit of GM or convert a prepetition claim into a postpetition claim or an
administrative expense with respect to any party.










Date: June 16, 2006





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