First Amendment To The Master Restructuring Agreement Dated As of October 29, 2007

EXHIBIT 10.4AEXECUTION COPY FIRST AMENDMENT TO THE MASTER RESTRUCTURING AGREEMENT THIS FIRST AMENDMENT TO THE MASTER RESTRUCTURING AGREEMENT (this " Amendment" ), is dated as of October 29, 2007, by and between Delphi Corporation (" Delphi" ) and General Motors Corporation (" GM" ). Capitalized terms not defined herein shall have the meaning ascribed to such terms in the Agreement. WHEREAS, the Debtors commenced jointly administered cases under the United States Bankruptcy Code, 11 U.S.C. a7a7 101-1330, as amended and in effect on October 8, 2005, in the United States Bankruptcy Court for the Southern District of New York (the " Bankruptcy Court" ); WHEREAS, Delphi and GM have entered into a Master Restructuring Agreement dated as of September 6, 2007 (the " Agreement" ); and WHEREAS, Delphi and GM have agreed to amend the Agreement pursuant to this Amendment. NOW, THEREFORE, in consideration of the mutual promises, agreements, representations, warranties and covenants contained herein, each of the parties hereto hereby agrees as follows: 1. Section 1.64 " Delphi Retained Employment Liabilities" . The words " Employment Transfer Date" in the last sentence of the definition of " Delphi Retained Employment Liabilities" are hereby deleted and replaced with the words " the date the Employment Transfer takes place" . 2. Section 1.82 " Excess Steering Proceeds" . In the fourth line of the definition of " Excess Steering Proceeds" , the words " Steering Business" are hereby deleted and replaced with the words " Global Steering Business" . 3. New Section 1.119(a) " JOBs" . The following Section 1.119(a) shall be added to the Agreement after Section 1.119 thereof: "" JOBs banks" shall mean the Job Opportunity Bank Security Program as defined in the applicable Labor MOU." 4. Section 1.123 " Labor Cost Amount" . In the two instances in which they appear in the definition of " Labor Cost Amount" , the words " UAW Keep Sites" are hereby deleted and replaced with the words " UAW Keep Facilities" . 5. Section 1.152 " Plan" . Section 1.152 is amended by adding the words " and amended as per the amended terms filed with the Bankruptcy Court on October 29, 2007" after the words " September 6, 2007" .


6. Section 1.180 " Settlement Agreement" . Section 1.180 is hereby re ...