Years of ServiceDays Vacation1 but less than 310 days3 but less than 512.5 days5 but less than 1015 days10 but less than 1517.5 days15 or more20 days

Base Salary: Your base salary will initially be $423,000.00 annually and will be increased, effective November 1, 2009 by half of the car allowance you are currently eligible to receive from Old Delphi (as described below). As of November 1, 2009, your new base salary will be $434,100.00 annually.

Target Annual Incentive: For the 2010 calendar year, your target annual incentive compensation will be $487,000.00. This target annual incentive compensation is an increase of $20,000 above your salaried incentive target at Old Delphi. This increase will offset certain benefits that will not be offered. It also has been increased to equal the base pay reductions you accepted during Old Delphi's bankruptcy. What you actually receive will, of course, be subject to the performance of New Delphi relative to the performance targets established by New Delphi's Board of Managers (the “Board”), as well as your individual performance. The Board has the ability to modify the program in consultation with Delphi U.S. management.

LTIP: New Delphi will implement a Long-Term Incentive Program. The grants under that program will be the responsibility of the Board. As with other long-term incentive programs, awards under the program and the value of those awards will depend on the success of New Delphi as a company and upon achieving a meaningful increase in the value of New Delphi, as well as other potential factors such as the occurrence of an IPO or other liquidity event for shareholders. Investors of New Delphi who have the right to designate a majority of the members of the Board will recommend that all Delphi U.S. executives be eligible to participate and that an award pool with a total potential value of $135,000,000 be available for grant over the first three years of the program, contingent on New

Severance: Under the New Delphi 1, LLC Separation Allowance Plan (SAP), should you be separated from Delphi U.S., and subject to the election described below, you will be eligible to receive the same severance pay, if any, as you would have received from Old Delphi in accordance with the terms of Old Delphi's Separation Allowance Plan, as in effect on May 1, 2009. We note that, like the Old Delphi plan, severance pay will not be payable in the event you are terminated due to a “Discharge” (as defined in the SAP) or if you quit. The Board will set severance policy and may amend the SAP after two years.

Frozen SERP Benefit: Under the New Delphi 1, LLC Supplemental Executive Retirement Program (SERP) which is, and will continue to be, frozen, you will be eligible to receive a benefit amount based on the benefit that would have been payable pursuant to the terms of Old Delphi's Supplemental Executive Retirement Plan but modified in two ways: (a) the benefit under the Old Delphi plan will be calculated based on earnings and service up to December 31, 2006, and (b) an additional 10% reduction of such frozen benefit amount will apply. In order to receive the SERP benefit, you must remain employed by Delphi U.S. for at least two (2) years following your employment commencement date with Delphi U.S. This requirement will not apply if (1) your employment is terminated by Delphi U.S., not you, and for reasons other than “Cause,” as defined in the SERP, (2) you die or (3) you reach age 60.

Temporary Lay Offs (TLO): In 2010, consistent with current policy, you will be required to take at least two (2) weeks of TLO per quarter until New Delphi is globally cash flow positive. These weeks will be paid at 50% of your base salary (the same policy as was in effect at Old Delphi).

Car Allowance: Delphi U.S. is not offering a car stipend. Instead, an amount equal to 50% of the monthly car stipend that you were eligible to receive from Old Delphi will be rolled into your base salary, effective November 1, 2009. The amount of the monthly car stipend that is rolled into your base salary will not count toward your SAP benefit.

Qualified Retirement Plan - 401(k): Delphi U.S. will assume the Old Delphi 401(k) plan, and you will retain your 401(k) account. Delphi U.S. currently intends to make contributions to your 401(k) account equal to 4% of your base salary, assuming eligibility. Once New Delphi has been globally cash flow positive for each of three consecutive months, Delphi U.S. intends to make profit sharing matching contributions equal to 50% of your contributions, up to a maximum of 3.5%. Thus if you

Nonqualified 401(k): Delphi U.S. will adopt the New Delphi 1, LLC Salaried Retirement Equalization Savings Program (the “SRESP”), a non-qualified defined contribution plan that operates in a manner similar to a 401(k) plan with respect to compensation above the IRS annual compensation limit. Delphi U.S. currently intends to make contributions to your 401(k) account equal to 4% of your base salary, assuming eligibility. As with the qualified 401(k) plan, once New Delphi is globally cash flow positive for each of three consecutive months, Delphi U.S. intends also to match 50% of your contributions on the same basis up to a maximum of 3.5%. Similarly, the decision to make any matching contributions is subject to the availability of Delphi U.S.'s earnings and cash to contribute to this plan, as determined by the Board.

Health Care: Your group health insurance policy at Delphi U.S. will initially offer the same benefits and provisions as were provided by Old Delphi. Employee contribution costs, including co-pays and deductibles, are expected to increase in 2010. The specific impact upon eligible employees will be determined based in part upon you and your dependent's eligibility for certain healthy behavior factors that will impact the amount of your monthly premium. Also, beginning in January, 2010, if your spouse has coverage from another source, your spouse will be covered by that source rather than by Delphi U.S. These changes should become effective January 1, 2010, with the details to be provided in the benefit options enrollment package which you will receive later this year.

Life Insurance: Delphi U.S. intends to provide you with a term-life insurance policy with a face amount equal to 1.5 times your base salary. The premiums for this policy will be paid by Delphi U.S. while you remain employed by Delphi U.S.

Holidays: You will initially be entitled to 9 standard holidays and 2 floating holidays. In 2010, Delphi U.S.'s holidays will be:

Vacation Schedule: In accordance with Delphi U.S.'s vacation policy, vacation days will be based upon length of service, in the table shown below, but will cap at 20 days for employees with more than 15 years of service.

Designated Time Off Days: In addition to vacation, you will accrue additional paid days off based upon length of service up to a maximum of 5 days per year, as shown below. These days are generally expected to be used for personal appointments, individual sick days, funerals, etc.

Short- and Long-Term Disability: You will be eligible to participate in Delphi U.S.'s short- and long-term disability plans on the same basis as similarly situated employees. The short-term program generally provide for a total of 26 weeks, with the first week at 100% of base pay and the remaining 25 weeks at 60% of base pay. The long-term program will provide for 40% of your pay for any illness that extends beyond the short term sickness and accident leave. You will be able to purchase coverage for up to an additional 20% of pay.