DELPHI AUTOMOTIVE SYSTEMS CORPORATION

CHANGE IN CONTROL AGREEMENT

      THIS CHANGE IN CONTROL AGREEMENT, dated as of February ____, 2000, is entered into between Delphi Automotive Systems Corporation, a Delaware corporation (the Company), and [________________________] (the Executive).

      The Company and the Executive, intending to be legally bound hereby, hereby agree as follows:

      SECTION 1. Change in Control. As used in this Agreement, a Change in Control shall be deemed to have occurred if:

(a) any person or group of persons (within the meaning of Section 13(d) of the Securities Exchange Act of 1934 as amended (the Act)), other than the Company or a subsidiary of the Company or an employee benefit plan sponsored by the Company or a subsidiary of the Company, acquires beneficial ownership (as defined in Section 13(d) (directly or indirectly) of (i) 25 percent or more of the outstanding securities of the Company entitled to vote in the election of directors (or securities or rights convertible into or exchangeable for such securities) (Stock) of the Company, or (ii) Stock having a total number of votes that may be cast and elect a majority of the directors of the Company;

(b) members of the Incumbent Board (as defined below) cease for any reason to constitute a majority of the Board of Directors of the Company (the Board); for this purpose, the Incumbent Board shall consist of the individuals who, as of the date of this Agreement, constitute the entire Board and any new director whose election by the Board or nomination for election by the stockholders of the Company was approved by a vote of at least 2/3rds of the directors then still in office who either were directors as of the date of this Agreement or whose election or nomination for election was previously so approved, but excluding for all purposes any director (i) designated or nominated by, or affiliated with, a person who has entered into an agreement with the Company to effect a transaction described in subsection (a) above, or (ii) who initially assumed office as a result of either an actual or threatened Election Contest (as described in Rule 14a-11 under the Act) or other actual or threatened solicitation of proxies or contests by or on behalf of a person other than the Board (a Proxy Contest), including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest, or (iii) who was designated or

	renominated by any such person (or by any person designated or renominated by any such person);

	(c) the stockholders of the Company shall approve (i) any consolidation, merger, or other reorganization of the Company in which the Company is not the continuing or surviving corporation or pursuant to which shares of Stock would be converted into cash, securities, or other property, other than a merger of the Company in which holders of Stock immediately prior to the merger have either the same proportionate ownership of common stock of the surviving corporation immediately after the merger as immediately before or have more than 75 percent of the ownership of voting common stock of the surviving corporation immediately after the merger, or (ii) any sale, lease, exchange, or other transfer in one transaction or a series of related transactions of 50 percent or more of the assets of the Company; or
	(d) there shall occur a liquidation or dissolution of the Company.

      SECTION 2. Term of Agreement. This Agreement shall commence on the date first set forth above and shall remain in effect until the third anniversary of a Change in Control. However, the Companys obligations under Sections 4, 5 and 6, as well as the provisions of Sections 8 through 13 which govern administration of the Agreement, shall remain in effect after the end of the term of the Agreement to the extent they arose before, or relate to events occurring before, the end of such term.

      SECTION 3. Termination of Employment

      (a) Entitlement. The Executive shall be entitled to the payments and benefits provided under Section 5 if, during the three-year period following a Change in Control, the Executive ceases to be employed by the Company or its successor in any of the following situations:

	(1) Except as provided in subsection (b) below, the Company terminates the Executives employment; or
	(2) The Executive terminates his or her employment after one or more of the following events occur without the Executives express written consent:

	(A) the Executives annual base salary and/or annual bonus is reduced or any other material compensation or benefits arrangement for the Executive is reduced (and such reduction is unrelated to Company or individual performance);

	(B) the Executives duties or responsibilities are negatively and materially changed in a manner inconsistent with the Executives position (including status, offices, titles, and reporting requirements) or authority;

	(C) the Company requires the Executives work location or residence to be relocated more than 25 miles from its location as of the Change in Control; or

	(D) the Company or its successor fails to offer the Executive a comparable position after the Change in Control; or

	(3) at any time during the one-month period after the first anniversary of the Change in Control, the Executive ceases to be employed by the Company or its successors for any reason, including by reason of resignation, death, or disability.

 

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