Master Restructuring Agreement Dated September 6, 2007

EXHIBIT 10.4 EXECUTION COPY MASTER RESTRUCTURING AGREEMENT BETWEEN DELPHI CORPORATION AND GENERAL MOTORS CORPORATION DATED SEPTEMBER 6, 2007


TABLE OF CONTENTS Page ARTICLE I
DEFINITIONS
Section 1.01 " 401K Matching" 3 Section 1.02 " Active Basic Life Insurance" 3 Section 1.03 " Actual Adjustment" 3 Section 1.04 " Actual Applicable Labor Reimbursement Percentage" 3 Section 1.05 " Actual Pre-Effective Date Subsidy" 3 Section 1.06 " Adjusted Sale Proceeds" 3 Section 1.07 " Adjustment Determination Date" 3 Section 1.08 " Adjustment Payment Calculation" 4 Section 1.09 " Adjustment Payment Date" 4 Section 1.10 " Administrative Costs National Benefit Center" 4 Section 1.11 " Adrian Facility" 4 Section 1.12 " Affiliates" 4 Section 1.13 " Agreement" 4 Section 1.14 " Anaheim Facility" 4 Section 1.15 " Anderson Facility" 4 Section 1.16 " Applicable Hours" 4 Section 1.17 " Applicable Labor Reimbursement Percentage" 4 Section 1.18 " Applicable Production Cash Burn Percentage" 4 Section 1.19 " Applicable Workers' Compensation" 5 Section 1.20 " Approved Annual Amount" 5 Section 1.21 " Article III Dispute" 5 Section 1.22 " Assignment and Assumption Agreement Industrial Revenue Bonds" 5 Section 1.23 " Assumed Liabilities" 5 Section 1.24 " Athens Facility" 5 Section 1.25 " Bankruptcy Code" 5 Section 1.26 " Bankruptcy Court" 5 Section 1.27 " Bankruptcy Rules" 5 Section 1.28 " Base Monthly Warranty Level" 5 Section 1.29 " Bereavement Leave" 6 Section 1.30 " Booked Business" 6 Section 1.31 " Business Closing Date" 6 Section 1.32 " Business Optionee" 6 Section 1.33 " Business Optionees" 6 Section 1.34 " Business Optionor" 6 Section 1.35 " Business Outside Date" 6 Section 1.36 " Business Transaction" 6 Section 1.37 " Brookhaven Facility" 6

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Section 1.38 " BTAB Process" 6 Section 1.39 " Cancellation Claims" 6 Section 1.40 " Capital Procurement Agreement" 6 Section 1.41 " Capital Procurement Payment" 6 Section 1.42 " Chapter 11 Cases" 6 Section 1.43 " Clinton Facility" 6 Section 1.44 " Closing Date" 7 Section 1.45 " COLA" 7 Section 1.46 " Columbus Facility" 7 Section 1.47 " Component Parts" 7 Section 1.48 " Confirmation Order" 7 Section 1.49 " Contract Term" 7 Section 1.50 " Contractual Savings" 7 Section 1.51 " Contribution Date" 7 Section 1.52 " Coopersville Facility" 7 Section 1.53 " DAS" 7 Section 1.54 " Debtors" 7 Section 1.55 " Delphi" 7 Section 1.56 " Delphi Assets" 7 Section 1.57 " Delphi Automotive Systems Business" 7 Section 1.58 " Delphi Material Impact" 8 Section 1.59 " Delphi Guaranty Parties" 8 Section 1.60 " Delphi Notice" 8 Section 1.61 " Delphi Parties" 8 Section 1.62 " Delphi Products" 8 Section 1.63 " Delphi-Related Parties" 8 Section 1.64 " Delphi Retained Employment Liabilities" 8 Section 1.65 " Delphi Supplier Cancellation Claims" 8 Section 1.66 " Delphi Suppliers" 8 Section 1.67 " Disability/Sickness & Accident" 8 Section 1.68 " Dispute Resolution Termination Date" 8 Section 1.69 " DTI" 9 Section 1.70 " Effective Date" 9 Section 1.71 " Employer Taxes" 9 Section 1.72 " Employment Outside Date" 9 Section 1.73 " Employment Party" 9 Section 1.74 " Employment Transfer" 9 Section 1.75 " Employment Transfer Facility" 9 Section 1.76 " Encumbrance" 9 Section 1.77 " Environmental Matters Agreement" 9 Section 1.78 " Estimated Payment Amount" 9 Section 1.79 " Excess Interiors Proceeds" 9 Section 1.80 " Excess Labor Costs" 9 Section 1.81 " Excess Sandusky Proceeds" 10 Section 1.82 " Excess Steering Proceeds" 10 Section 1.83 " Existing Agreements" 10

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Section 1.84 " Financial Services Supply Agreement" 10 Section 1.85 " Fitzgerald Facility" 10 Section 1.86 " Flint East Facility" 10 Section 1.87 " Flint West Facility" 10 Section 1.88 " Footprint Facilities" 10 Section 1.89 " Global Interiors & Closures Business" 10 Section 1.90 " Global Sourcing" 11 Section 1.91 " Global Steering Business" 11 Section 1.92 " GM GPSC" 12 Section 1.93 " GM Parties" 12 Section 1.94 " GM Purchase Order" 12 Section 1.95 " GM-Related Parties" 12 Section 1.96 " GM Suppliers" 12 Section 1.97 " Grand Rapids Facility" 12 Section 1.98 " Guaranteed Agreements" 12 Section 1.99 " Holiday" 13 Section 1.100 " Home Avenue Facility" 13 Section 1.101 " IAM MOU" 13 Section 1.102 " IBEW MOUs" 13 Section 1.103 " Including" or " including" 13 Section 1.104 " Income Tax Allocation Agreement" 13 Section 1.105 " Independence Week" 13 Section 1.106 " Information" 13 Section 1.107 " Initial Payment Date" 13 Section 1.108 " Initial Sale Proceeds" 13 Section 1.109 " Intellectual Property Contracts Transfer Agreement" 13 Section 1.110 " Intellectual Property License Agreement" 13 Section 1.111 " Intellectual Property Transfer Agreement" 14 Section 1.112 " Interiors Advance" 14 Section 1.113 " Invoice Delivery Date" 14 Section 1.114 " IP License" 14 Section 1.115 " IUE-CWA" 14 Section 1.116 " IUE-CWA Business" 14 Section 1.117 " IUE-CWA Keep Facilities" 14 Section 1.118 " IUE-CWA MOU" 14 Section 1.119 " IUOE MOUs" 14 Section 1.120 " Jury Duty" 14 Section 1.121 " Kettering Facility" 14 Section 1.122 " Kokomo Facility" 14 Section 1.123 " Labor Cost Amount" 15 Section 1.124 " Labor Cost Line Items" 15 Section 1.125 " Labor MOUs" 16 Section 1.126 " Laurel Facility" 16 Section 1.127 " Lockport Facility" 16 Section 1.128 " Master Separation Agreement" 16 Section 1.129 " Military Leave" 16

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Section 1.130 " Milwaukee E&C Facility" 16 Section 1.131 " Milwaukee E&S Facility" 16 Section 1.132 " MNS-2 Payment" 16 Section 1.133 " Moraine Facility" 16 Section 1.134 " Needmore Road Facility" 16 Section 1.135 " Net Working Capital" 16 Section 1.136 " Night Shift Premium" 16 Section 1.137 " Non-GM Business" 17 Section 1.138 " Non-Income Tax Indemnification Agreement" 17 Section 1.139 " OE" 17 Section 1.140 " OE Parts" 17 Section 1.141 " Olathe Facility" 17 Section 1.142 " Option Designee" 17 Section 1.143 " Outstanding GM Purchase Order" 17 Section 1.144 " Overtime Premium" 17 Section 1.145 " Paid Pre-Effective Date Subsidy" 17 Section 1.146 " Party" or " Parties" 17 Section 1.147 " PAYGO Health Care" 17 Section 1.148 " Performance Bonus" 17 Section 1.149 " Permitted Encumbrance" 17 Section 1.150 " Person" 18 Section 1.151 " Petition Date" 18 Section 1.152 " Plan" 18 Section 1.153 " Possessor" 18 Section 1.154 " Pre-Effective Date Subsidy Statement" 18 Section 1.155 " Price Down Arrangements" 18 Section 1.156 " Prior Relationship" 18 Section 1.157 " Production Cash Burn" 18 Section 1.158 " Profit Sharing" 19 Section 1.159 " Proposed Purchaser" 19 Section 1.160 " PRP Employees" 19 Section 1.161 " Red Circle Period" 19 Section 1.162 " Reimbursement Adjustment Amount" 19 Section 1.163 " Related Parties" 19 Section 1.164 " Requestor" 19 Section 1.165 " Restructuring Dispute" 19 Section 1.166 " Retained Liabilities" 20 Section 1.167 " Retention Period" 20 Section 1.168 " Rochester Facility" 20 Section 1.169 " Saginaw E&C Assets" 20 Section 1.170 " Saginaw E&C Facility" 20 Section 1.171 " Saginaw Steering Facility" 20 Section 1.172 " Sale Businesses" 20 Section 1.173 " Sale Facility" 20 Section 1.174 " Sale Proceeds" 20 Section 1.175 " Sandusky Advance" 20

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Section 1.176 " Sandusky Business" 20 Section 1.177 " Sandusky Facility" 21 Section 1.178 " Separation Costs" 21 Section 1.179 " SEPO" 21 Section 1.180 " Settlement Agreement" 21 Section 1.181 " Severance" 22 Section 1.182 " Standard GM Terms" 22 Section 1.183 " Straight Time" 22 Section 1.184 " Steering Advance" 22 Section 1.185 " Suggestion Awards" 22 Section 1.186 " Supplemental Unemployment Benefits" 22 Section 1.187 " Support End Date" 22 Section 1.188 " Support Facilities" 22 Section 1.189 " Support Period" 22 Section 1.190 " Tooling" 23 Section 1.191 " Trademark and Trade Name Agreement" 23 Section 1.192 " Training and Legal" 23 Section 1.193 " Transformation Plan" 23 Section 1.194 " UAW" 23 Section 1.195 " UAW Footprint Facilities" 23 Section 1.196 " UAW Keep Business" 23 Section 1.197 " UAW Keep Facilities" 23 Section 1.198 " UAW MOU" 23 Section 1.199 " UAW Sale Business" 23 Section 1.200 " UAW Wind-down Facilities" 23 Section 1.201 " Unrecovered Separation Costs" 23 Section 1.202 " Unsold Business" 24 Section 1.203 " USW" 24 Section 1.204 " USW MOUs" 24 Section 1.205 " Vacation" 24 Section 1.206 " Vandalia Facility" 24 Section 1.207 " Warranty Settlement Agreement" 24 Section 1.208 " Warren Facility" 24 Section 1.209 " Wichita Falls Facility" 24 Section 1.210 " Wind-down Facilities" 24 ARTICLE IICERTAIN EXHIBITS TO BE FILED UNDER SEAL Section 2.01 Identification of Exhibits to the Filed Under Seal 25 ARTICLE IIIREVENUE PLAN Section 3.01 Existing Agreements 26

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Section 3.02 Contract Extensions 27 Section 3.03 Price Down Arrangements 27 Section 3.04 New Business Awards at UAW Facilities 29 Section 3.05 New Business Awards at IUE-CWA Facilities 29 Section 3.06 Reserved 29 Section 3.07 Other New Business Awards 29 Section 3.08 First Opportunity Process 30 Section 3.09 Pricing and Other Business Terms for New Business Awards 30 Section 3.10 Dispute Resolution 30 Section 3.11 Limitations on Global Sourcing 30 Section 3.12 Bidding Opportunities 31 ARTICLE IV FACILITIES PORTFOLIO Section 4.01 Labor Reimbursement 32 Section 4.02 Production Cash Burn Breakeven 34 Section 4.03 Sunset Requirements 38 Section 4.04 GM Working Capital Backstop for Sale Facilities 39 Section 4.05 Additional Terms Regarding Sale Facilities 45 Section 4.06 Treatment of Unsold Businesses and the Transfer of Certain Employees 46 Section 4.07 Additional Terms Regarding Wind-Down Facilities 54 Section 4.08 Additional Terms Regarding Footprint Facilities 54 Section 4.09 Additional Terms Regarding UAW Keep Facilities 55 ARTICLE VTREATMENT OF LEGACY AGREEMENTS; ORDINARY COURSE MATTERS;
INDEMNIFICATION Section 5.01 Disposition of Agreements with GM 55 Section 5.02 Limitation of Existing Indemnification Obligations 60 Section 5.03 Reserved 60 Section 5.04 Reserved 60 Section 5.05 Reserved 60 Section 5.06 Access to Information 60 Section 5.07 Record Retention 61 Section 5.08 Reimbursement 63 Section 5.09 Product Liability Claims 63 Section 5.10 Cooperation 65 Section 5.11 Continuation of Limited Employee Related Matters 65

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ARTICLE VIEFFECTIVENESS Section 6.01 Effectiveness 66 ARTICLE VIIMISCELLANEOUS Section 7.01 On-Going Setoff Provisions 66 Section 7.02 Termination Provisions 66 Section 7.03 Guaranty by Delphi 67 Section 7.04 Continued Ownership of DAS 68 Section 7.05 Reserved 68 Section 7.06 Cancellation Claims 68 Section 7.07 Tooling Acknowledgment 69 Section 7.08 Reserved 69 Section 7.09 No Undisclosed Agreements or Commitments 69 Section 7.10 Governing Law; Jurisdiction; Venue 70 Section 7.11 Dispute Resolution 70 Section 7.12 No Solicitation 70 Section 7.13 Negotiations Not Admissible 70 Section 7.14 Specific Performance 71 Section 7.15 Representations and Warranties of Delphi and GM 71 Section 7.16 Waiver; Modification; Amendment 71 Section 7.17 Binding Effect; Assignments 71 Section 7.18 Third Party Beneficiaries 72 Section 7.19 Notices 72 Section 7.20 Waiver of Right to Trial by Jury 73 Section 7.21 Service of Process 73 Section 7.22 Interpretation 73 Section 7.23 Expenses 74 Section 7.24 Entire Agreement; Parties' Intentions; Construction 74 Section 7.25 Severability 74 Section 7.26 Headings 74 Section 7.27 Counterparts 75

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EXHIBITS Exhibit 1.23 Assumed Liabilities Exhibit 1.166 Retained Liabilities Exhibit 1.169 Excluded Saginaw Assets Exhibit 1.178 Separation Costs Exhibit 3.01(a) Price Down Arrangements and Related Matters Exhibit 3.01(a) (i) Outstanding GM Purchase Orders Exhibit 3.01(b) Recently Awarded Business Exhibit 3.02 Contract Extensions Exhibit 3.03(c) Changes in Manufacturing Location Exhibit 3.07 New Business Awards Exhibit 3.08(a) FOP Programs Exhibit 3.08(b) First Opportunity Process Exhibit 3.12 Sites Providing Product Identified in Exhibit 3.01(a) That Are on New Business Hold As of August 29, 2007 Exhibit 4.01(a) Form of Monthly Invoice for Excess Labor Costs Exhibit 4.02(b) Form of Monthly Invoice for the Aggregate Amount of the Applicable Cash Burn Percentage of Production Cash Burn Incurred at all Support Facilities Exhibit 4.02(i) Letter from Bill Hurles, of GM, to Jeff Paprocki, of Delphi, dated February 1, 2007 Exhibit 4.06(a)(xiv) Proposed Purchaser Exhibit 5.01(a)(i) Environmental Matters Agreement between Delphi Automotive Systems Corporation (n/k/a Delphi) and GM, dated as of " October 1998" Exhibit 5.01(a)(iii) Financial Services Supply Agreement dated as of December 18, 1998 between DAS and GM Exhibit 5.01(a)(iv) Amended and Restated Agreement for the Allocation of United States Federal, State and Local Income Taxes dated as of December 16, 1998 between Delphi Automotive Systems Corporation (n/k/a Delphi) and GM Exhibit 5.01(a)(v) Agreement for Indemnification of United States Federal, State and Local Non-Income Taxes dated as of December 16, 1998 between Delphi Automotive Systems Corporation (n/k/a Delphi) and GM Exhibit 5.01(a)(vi) Assignment and Assumption Agreement


Industrial Development Bonds dated as of January 1, 1999 between DAS and GM Exhibit 5.01(a)(vii)(i) Lease Agreement dated as of May 1, 2000 between Delphi Canada Inc. and General Motors of Canada Limited, as amended August 1, 2002 Exhibit 5.01(a)(vii)(ii) Oshawa Labour & Management Agreement between Delphi Canada, Inc. and General Motors Canada Limited dated as of May 1, 2000. Exhibit 5.01(a)(vii)(iii) Administrative Services Agreement between Delphi Canada, Inc. and General Motors Canada Limited dated as of May 1, 2000. Exhibit 5.01(a)(viii) Trademark and Trade Name Agreement dated as of January 1, 1999 between Delphi Automotive Systems Corporation (n/k/a Delphi), DAS, and GM Exhibit 5.01(a)(ix) Intellectual Property Contracts Transfer Agreement dated as of December 4, 1998, between DTI and GM, as amended October 31, 2001 Exhibit 5.01(a)(x) Intellectual Property License Agreement dated as of December 4, 1998, between DTI and GM Exhibit 5.01(a)(xi) Intellectual Property Transfer Agreement dated as of December 4, 1998 between DTI and GM Exhibit 5.01(a)(xiv) Real Estate Assignment and Assumption Agreements Exhibit 5.01(b)(i) UAW GM Delphi Memorandum of Understanding Regarding Benefit Plan Treatment between UAW, GM, and Delphi Automotive Systems Corporation (n/k/a Delphi) dated September 30, 1999 Exhibit 5.01(b)(ii) Letter agreement dated March 4, 1999 between Delphi and GM concerning certain asbestos liability, as supplemented by letter agreement dated May 10, 1999 between Delphi and GM Exhibit 5.01(b)(iii) Investment Tax Credit Transfer Agreement dated December 8, 2000 between Delphi Automotive Systems Corporation (n/k/a Delphi) and GM Exhibit 5.01(b)(iv) Management Services Agreement dated September 19, 2002, as amended, among Delphi Corporation and General Motors

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Management Corporation, Delphi Mechatronic Systems, Inc., Packard-Hughes Interconnect Company and ASEC Manufacturing Exhibit 5.01(b)(v) Battery Facilitation Agreement Transaction Summary dated as of March 21, 2005 between Delphi and GM Exhibit 5.01(b)(vi) Agreement dated as of June 3, 2005 between Delphi and GM concerning certain matters related to Collins & Aikman Corporation Exhibit 5.11(c) Certain Employment Related Claims

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MASTER RESTRUCTURING AGREEMENT This Master Restructuring Agreement (the " Agreement" ) is entered into as of September 6, 2007, by and between Delphi Corporation (" Delphi" ) and General Motors Corporation (" GM" ). Each of Delphi and GM is referred to herein individually as a " Party ," and collectively, as the " Parties ." As used herein, the phrases " this Agreement," " hereto," " hereunder," and phrases of like import shall mean this Agreement. RECITALS WHEREAS, on October 8, 2005 and October 14, 2005, the Debtors commenced the Chapter 11 Cases in the Bankruptcy Court for the purpose of restructuring their businesses and related financial obligations pursuant to an overall transformation strategy (the " Transformation Plan" ) that would incorporate the following structural components: (i) Modification of Delphi' s labor agreements; (ii) Allocation of responsibilities between Delphi and GM concerning (a) certain legacy obligations, including various pension and other post-employment benefit obligations; (b) costs associated with the transformation of the Debtors' business (including the provision of financial and other forms of support by GM in connection with certain businesses that Delphi shall retain and certain businesses that Delphi intends to sell or wind down); (c) the restructuring of ongoing contractual relationships; and (d) the amount and treatment of GM' s claims in the Chapter 11 Cases; (iii) Streamlining of Delphi' s product portfolio to capitalize on its world-class technology and market strengths and making the necessary manufacturing alignment with Delphi' s new focus; (iv) Transformation of Delphi' s salaried work force in keeping with a sustainable cost structure and streamlined product portfolio; and (v) Resolution of Delphi' s pension issues. WHEREAS, the Parties have an extensive commercial relationship and an intertwined corporate and organizational history which has given rise to certain alleged claims and causes of action. Prior to 1999, GM operated Delphi' s businesses through various divisions and subsidiaries. Delphi was incorporated as a wholly owned subsidiary of GM in 1998. Effective January 1, 1999, GM transferred the assets and liabilities of certain divisions and subsidiaries to Delphi in accordance with the terms of a Master Separation Agreement between Delphi and GM. GM remains Delphi' s single largest customer, and Delphi is GM' s single largest supplier. Accordingly, resolution of the issues identified in clause (ii) of the first Recital is critical to the success of Delphi' s restructuring and vitally important to GM.


WHEREAS, pursuant to the Plan and the Confirmation Order, and subject to the requirements of Bankruptcy Rule 9019, the Parties have determined to settle various disputes and compromise certain claims as provided by two principal agreements: (i) the Settlement Agreement and (ii) this Agreement. Together, the Settlement Agreement and this Agreement provide that the Parties shall perform the obligations set forth therein, financial or otherwise, in exchange for, among other things, the mutual releases of the Parties, their subsidiaries and Affiliates, and various third parties from all claims and causes of action other than as specified in the Settlement Agreement. WHEREAS, the Settlement Agreement addresses primarily those matters for which the Parties have agreed upon resolutions that can be implemented in the short term. Accordingly, most obligations set forth in the Settlement Agreement are to be performed upon, or as soon as reasonably practicable after, the occurrence of the Effective Date. By contrast, resolution of most of the matters addressed in this Agreement shall require a significantly longer period that shall extend for a number of years after confirmation of the Plan. Performance of the obligations set forth in this Agreement is critical to the successful implementation of the Debtors' Transformation Plan and is also vitally important to GM. WHEREAS, GM will work cooperatively with Delphi in good faith to address issues relating to competitiveness at the UAW Keep Facilities after the expiration of the current collective bargaining agreements referenced in the applicable Labor MOUs. WHEREAS, the effectiveness of this Agreement is conditioned on the approval of the Bankruptcy Court and the satisfaction of other conditions set forth herein. WHEREAS, as set forth in the Plan and the Confirmation Order, the Settlement Agreement and this Agreement are incorporated by reference in their entirety into the Plan and form integral parts thereof. NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which the Parties acknowledge, and subject to the terms and conditions hereof, the Parties, intending to be legally bound, hereby agree as follows:

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ARTICLE I DEFINITIONS Section 1.01 " 401K Matching" shall mean cash paid by Delphi related to company match of employee contributions to employee retirement accounts pursuant to the applicable collective bargaining agreement, to hourly employees during the time period included in calculating the Labor Cost Amount. Section 1.02 " Active Basic Life Insurance" shall mean Basic Life Insurance, as defined in the applicable collective bargaining agreement, expenses accrued by Delphi to fund cash reserves maintained by METLife (or any other basic life insurance provider used by Delphi), with respect to hourly employees during the time period included in calculating the Labor Cost Amount. Section 1.03 " Actual Adjustment" shall have the meaning ascribed to such term in section 3.03(a)(ii) of this Agreement. Section 1.04 " Actual Applicable Labor Reimbursement Percentage" shall be calculated (i) for the calendar years 2008 through 2014, by (x) subtracting from the aggregate net sales across all the UAW Keep Facilities for a given calendar year the greater of zero or the excess, if any, of the Non-GM Business during such calendar year over the Approved Annual Amount, (y) dividing the remainder by the aggregate net sales across the UAW Keep Facilities for such calendar year, and (z) multiplying the quotient by 100 (i.e., (annual net sales - (the greater of zero or (Non-GM Business minus Approved Annual Amount))/ annual net sales) x 100); and (ii) for the calendar year 2015, by (x) subtracting from the aggregate net sales across all the UAW Keep Facilities from January 1, 2015 through September 14, 2015 the greater of zero or the excess, if any, of the Non-GM Business during such period over the Approved Annual Amount, (y) dividing the remainder by the aggregate net sales across the UAW Keep Facilities from January 1, 2015 through September 14, 2015, and (z) multiplying the quotient by 100. Section 1.05 " Actual Pre-Effective Date Subsidy" shall have the meaning ascribed to such term in section 4.01(b)(i) of this Agreement. Section 1.06 " Adjusted Sale Proceeds" shall mean the amount of the Sale Proceeds from the sale of any of the Sale Businesses following and taking into account any post-closing adjustments related to Net Working Capital, future gainsharing mechanisms or any other adjustments provided for in any purchase agreement between Delphi and the buyer; provided that Delphi shall use commercially reasonable efforts to mitigate any unfavorable post-closing adjustments. Section 1.07 " Adjustment Determination Date" shall mean(a) the date or dates determination of any post-closing adjustments to the Sale Proceeds, including payments relating

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to any gainsharing mechanism, should be known or can be determined, or (b) 30 days after any measurement or reassessment date of Net Working Capital. Section 1.08 " Adjustment Payment Calculation" shall have the meaning given in Section 4.04(i). Section 1.09 " Adjustment Payment Date" shall mean the date that is 30 days after Delphi' s delivery of an Adjustment Payment Calculation. Section 1.10 " Administrative Costs - National Benefit Center" shall mean accruals to fund a reserve to make cash payments by Delphi for administrative services provided for hourly employee benefit plans as applied to employees by the National Benefit Center for the period to which the calculation of the Labor Cost Amount applies. Section 1.11 " Adrian Facility" shall mean the facility located at 1450 East Beecher Street, Adrian, Michigan 49221. Section 1.12 " Affiliates" shall mean, with respect to any entity, any other entity directly or indirectly, controlling, controlled by or under direct or indirect common control with such entity. Section 1.13 " Agreement" shall have the meaning ascribed to such term in the Preamble of this Agreement. Section 1.14 " Anaheim Facility" shall mean the facility located at 1201 North Magnolia Avenue, Anaheim, California 92801. Section 1.15 " Anderson Facility" shall mean the facility located at 2620 East 38th Street, Anderson, Indiana 46016. Section 1.16 " Applicable Hours" shall mean the actual hours worked and estimated month end hours accrued consistent with current payroll processes for all active hourly employees (including straight time and overtime temporary employees, but excluding PRP Employees and employees in JOBs banks or on layoff or leaves) of Delphi at all Delphi Facilities for which Delphi is eligible to receive the labor reimbursement pursuant to section 4.01 hereof during any period referred to in section 4.01(c) hereof; provided , however , that hours worked by hourly employees of Delphi the cash expenditures in respect of which are not included in the definition of Labor Cost Amount shall not be Applicable Hours. Section 1.17 " Applicable Labor Reimbursement Percentage" shall mean (a) for any calendar month during the calendar year 2008, 100%; and (b) for any calendar month during the calendar years 2009 through 2015, the Actual Applicable Labor Reimbursement Percentage for the immediately preceding calendar year. Section 1.18 " Applicable Production Cash Burn Percentage" shall mean (x) for any month during which net sales to GM and GM' s direct and indirect tiered suppliers for GM production are 95% or more of such Support Facility' s total net sales, 100%; (y) for any month during which net sales to GM and GM' s direct and indirect tiered suppliers for GM production

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are less than 95% of such Support Facility' s total net sales and such Support Facility has net sales to any other customer, the GM Percentage (as defined below); and (z) for any month in which a Support Facility has no net sales to any customer, the percentage that applied to the last month in which such Support Facility had net sales to any customer. " GM Percentage" shall mean the percentage of a Support Facility' s total net sales comprised by net sales to GM and GM' s direct and indirect tiered suppliers for GM production; provided , however , that for the last two (2) months of GM production at any Support Facility, the GM Percentage shall be the Applicable Production Cash Burn Percentage applicable to the month immediately preceding the last two months of GM production at such Support Facility. Section 1.19 " Applicable Workers' Compensation" shall mean accrued expenses by Delphi for workers' compensation claims related to workers' compensation claims based on work performed on or after January 1, 2006, by hourly employees for the time period included in calculating the Labor Cost Amount. Section 1.20 " Approved Annual Amount" shall mean (i) for calendar years 2008 through 2014, $240 million, unless GM and Delphi have otherwise agreed in writing, and (ii) for the period commencing on January 1, 2015 and ending on September 14, 2015, $170 million, unless GM and Delphi have otherwise agreed in writing. Section 1.21 " Article III Dispute" shall have the meaning ascribed to such term in section 3.10 of this Agreement. Section 1.22 " Assignment and Assumption Agreement - Industrial Revenue Bonds" shall have the meaning ascribed to such term in section 5.01(a)(vi). Section 1.23 " Assumed Liabilities" shall have the meaning ascribed to such term on Exhibit 1.23 to this Agreement. Section 1.24 " Athens Facility" shall mean the facilities consisting of two buildings located on U.S. Highway 31 South, Athens, Alabama 35611. Section 1.25 " Bankruptcy Code" shall mean the Bankruptcy Reform Act of 1978, as amended and codified in title 11 of the United States Code, 11 U.S.C. a7a7 101-1330, as in effect on the Petition Date. Section 1.26 " Bankruptcy Court" shall mean the United States Bankruptcy Court for the Southern District of New York or such other court as may have jurisdiction over the Chapter 11 Cases. Section 1.27 " Bankruptcy Rules" shall mean the Federal Rules of Bankruptcy Procedure. Section 1.28 " Base Monthly Warranty Level" shall have the meaning ascribed to such term in section 4.02(e) of this Agreement.

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Section 1.29 " Bereavement Leave" shall mean cash paid by Delphi for paid time off for specified bereavement periods, pursuant to the applicable collective bargaining agreement, to hourly employees for the time period included in calculating the Labor Cost Amount. Section 1.30 " Booked Business" shall have the meaning ascribed to such term in section 3.01(b) of this Agreement. Section 1.31 " Business Closing Date" shall have the meaning set forth in section 4.06(a)(ii) of this Agreement. Section 1.32 " Business Optionee" shall have the meaning set for ...