DATED 8TH MARCH 2001 THE DELPHI DIESEL SYSTEMS PENSION SCHEME. DEFINITIVE TRUST DEED AND RULES as amended by a Deed dated 25th March, 2008

DATED 8TH MARCH 2001 THE DELPHI DIESEL SYSTEMS PENSION SCHEME DEFINITIVE TRUST DEED AND RULES as amended by a Deed dated 25th March, 2008 CMS Cameron McKenna Mitre House 160 Aldersgate Street London EC1A 4DD T +44(020) 7367 3000 F +44(020) 7367 2000

THIS DEFINITIVE DEED 1 is made the 8th day of March 2001 BETWEEN:- (1) DELPHI DIESEL SYSTEMS LIMITED whose registered office is at Mitre House, 160 Aldersgate Street, London EC1A 4DD (the Principal Employer ) and (2) DELPHI DIESEL SYSTEMS PENSION TRUSTEES LIMITED whose registered office is at Mitre House, 160 Aldersgate Street, London EC1A 4DD (the Trustees ) WHEREAS:- This Deed is supplemental to an interim trust deed (the Interim Deed ) dated 7 January 2000 made between the Principal Employer and the Trustees (c) (d) This Deed is the Definitive Deed referred to in the Interim Deed The words defined in Rule 1.1 (Interpretation) of the Rules adopted by this Deed shall have the same meaning in this Deed The Actuary to the Scheme has provided a certificate confirming that he is satisfied that the Scheme will continue to satisfy the statutory standard in accordance with Section 12A of the Pension Schemes Act 1993 after the alteration is made. This certificate is contained in Appendix 3. NOW THIS DEED WITNESSES as follows:- 1. The Trustees declare that they hold the assets of the Scheme and all contributions and other moneys paid to them in accordance with the Rules on trust to provide relevant benefits (as defined in Section 393B of the Income Tax (Earnings and Pensions) Act 2003) 2 in accordance with the Rules. 2. Pursuant to the covenant in the Interim Deed the Principal Employer and the Trustees declare that the provisions of this Deed and of the Rules contained in the Schedule shall comprise the provisions of the Scheme and this Deed and the Rules shall be deemed to have come into operation as from the Prescribed Date. 3. Anything done by the Trustees before the date of this Deed which would have been valid if this Deed had then been in force shall be deemed to have been properly done 1 As amended by a Deed dated 25th March, 2008. NOTE: There is a numbering error in Clause 2 of the Deed dated 25th March, 2008. This Composite Deed assumes that this error is corrected. 2 As amended by a Deed dated 25th March, 2008 with effect from 1st February, 2008. This amendment applies to Existing Deferred Members and Existing Pensioners, as defined in the Deed dated 25th March, 2008.

2 by the Trustees and they shall be indemnified out of the Fund.

THE SCHEDULE RULES of THE DELPHI DIESEL SYSTEMS PENSION SCHEME SECTION 1 9 1. INTRODUCTION 9 1.1 Interpretation 9 1.2 Commencement 16 1.3 Constitution of the Fund 16 1.4 Declaration of trust 16 1.5 Participation by employers 17 1.6 Special provisions on first participation 17 1.7 Employer ceasing to participate 17 SECTION 2 18 2. ELIGIBILITY AND MEMBERSHIP 18 2.1 Eligibility 18 2.2 Waiver of eligibility conditions 18 2.3 Automatic membership 18 2.4 Employment with an overseas company 18 SECTION 3 19 3. CALCULATION OF PENSIONABLE SERVICE 19 3.1 Pensionable Service 19 3.2 Transfers 19 3.3 Additional Pensionable Service in special cases 20 3.4 Pensionable Service in cases of ill-health 20 3.5 Pensionable Service in other cases of absence including secondment 20 3.6 Part-time Service 21 3.7 Maternity and family leave 22 3.8 Pension Sharing Order 23 SECTION 4 24 4. MEMBERS CONTRIBUTIONS 24 4.1 Ordinary contributions 24 4.2 Duration of contributions 24 4.3 Voluntary contributions to buy additional benefits 24 4.4 Deduction of contributions 25

4 SECTION 5 26 5. EMPLOYERS' CONTRIBUTIONS 26 5.1 Employer contributions 26 5.2 Reduction or suspension of contributions 26 SECTION 6 27 6. BENEFITS ON RETIREMENT 27 6.1 Entitlement to benefit 27 6.2 Retirement at or after Normal Retirement Date 27 6.3 Early retirement on the grounds of ill-health 27 6.4 Immediate pension on early retirement in other cases 28 6.5 Lump sum benefits on retirement 28 3 6.7 Additional benefits 29 6.8 General provisions for early retirement 29 6.9 Temporary Pension 29 6.10 Flexible retirement 4 29 SECTION 7 31 7. BENEFITS ON DEATH 31 7.1 Lump sum benefits on death in Pensionable Service 31 7.2 Lump sum benefits on death after retirement 31 7.3 Spouse's pension on death in Pensionable Service 31 7.4 Spouse's pension on death of a Pensioner 32 7.5 Provisions applicable to all spouses' pensions 32 7.6 Pension for Dependant 32 7.7 Reduction in spouse's pension 33 7.8 Children's benefits 33 7.9 Payment of children's pensions 33 7.10 Meaning of Eligible Child 33 7.11 Medical report 34 7.12 Death of Former Spouse before implementation of Pension Sharing Order 34 7.13 Exchanging pension for lump sum 5 34 3 As deleted by a Deed dated 25th March, 2008 with effect from 1st February, 2008. 4 As inserted by a Deed dated 25th March, 2008 with effect from 1st February, 2008. 5 As inserted by a Deed dated 25th March, 2008 with effect from 1st February, 2008.

5 SECTION 8 36 8. ALLOCATION 36 8.1 Right to make an Allocation 36 8.2 Restriction on right to allocate 36 8.3 Type of pension 36 8.4 Amount of Allocation and pension 36 8.5 Restrictions on amount of Allocation 36 8.6 Number of Allocations 36 8.7 Death of Beneficiary 37 8.8 Medical report 37 8.9 Administrative arrangements 37 SECTION 9 38 9. PRESERVATION OF BENEFITS ON LEAVING PENSIONABLE SERVICE 38 9.1 Application of this Section 38 9.2 Entitlement to Short Service Benefits 38 9.3 Amount of Short Service Benefits 38 9.4 Additional benefits and credits 38 9.5 Time of payment 39 9.6 Allocation 39 9.7 Increases in Short Service Benefits 39 9.8 Death before Short Service Benefits come into payment 39 9.9 Discretionary powers for Trustees to bring Short Service Benefits into payment 40 9.10 Refunds of contributions 41 9.11 Additional bought benefits 42 9.12 Transfer payments 42 9.13 Transfers to a Transfer Scheme 43 9.14 Buying out Short Service Benefits 43 9.15 General provisions relating to transfers 43 9.16 Guaranteed statement of entitlement 44 SECTION 10 45 10. PENSION INCREASES 45 10.1 Increases in current pensions 45 10.2 Increases in deferred benefits 46 10.3 Augmentation of benefits 46 SECTION 11 47 11. FORFEITURE, COMMUTATION AND ALIENATION 47 11.1 Charges, lien and set-off 47 11.2 Forfeiture - crime, negligence or fraud 47 11.3 Restrictions on alienation and forfeiture 48 11.4 Total commutation- trivial pensions 48 11.5 Total commutation - serious ill-health 49 11.6 Unclaimed benefits 50

6 SECTION 12 51 12. UNDERTAKINGS AND TAXATION 51 12.1 Undertakings 51 12.2 Taxation deductions 51 SECTION 13 52 13. ADMINISTRATION 52 13.1 Appointment and removal of Trustees 52 13.2 Remuneration of Trustees 52 13.3 How Trustees may act 52 13.4 Secretary 53 13.5 Scheme advisers 53 13.6 Administrator 53 13.7 Actuarial investigation 53 13.8 Expenses of administration 54 13.9 Books of account 54 13.10 Investment 54 13.11 Power to delegate 57 13.12 Power to borrow and to insure 57 13.13 Notices 58 13.14 Members to give personal details 58 13.15 Exoneration and indemnity 58 13.16 Payment of pensions 60 13.17 Claims only in accordance with Rules 60 13.18 Termination of employment 60 13.19 Annuity in satisfaction of Member's rights 61 13.20 Effect of mis-statements 61 13.21 Information to be available 61 13.22 Powers of Employer 61 13.23 Internal dispute resolution procedure 62 SECTION 14 63 14. AMENDMENTS 63 14.1 Power of alteration 63 14.2 Effect on existing benefits 63 14.3 Alterations not to affect main purpose of the Scheme 63 14.4 Contracted-out salary related schemes 63 SECTION 15 64 15. TERMINATION AND WINDING UP 64 15.1 Power of determination 64 15.2 Withdrawal of an individual Employer 64 15.3 Total winding up of the Scheme 65 15.4 Entitlement to benefit 65 15.5 Application of Fund on a winding up 65

7 15.6 Securing benefits on winding up 66 15.7 Merger 67 SECTION 16 68 16. OVERRIDING PROVISIONS 68 16.1 Inland Revenue limits 68 6 16.2 GMP Rules 68 16.3 Contracted-out employment after 5 April 1997 68 16.4 Safeguarded Rights 69 16.5 Registered Pension Scheme requirements 7 69 SECTION 17 70 17. THE CLOSED STAFF SECTION 70 17.1 Application of Section 17 70 17.2 Definitions 70 17.3 Admission and re-admission to Membership 71 17.4 Members' contributions 71 17.5 Retirement at or after Normal Retirement Date 72 17.6 Retirement before Normal Retirement Date 72 17.7 Early Retirement Allowance 72 17.8 Termination of Pensionable Service 73 17.9 Cash Sum 73 17.10 Death of a Member - lump sum 74 17.11 Equivalent pension benefits 74 17.12 Election for main Rules to apply 74 17.13 Guarantee 74 17.14 Simms and Lucas UK previous membership on an hourly paid basis 75 SECTION 18 76 18. THE CLOSED STAFF SECTION - PRE 12TH NOVEMBER 1991 BASIS 76 18.1 Application of Section 18 76 18.2 Definitions 76 18.3 Re-admission to Membership 76 18.4 Members' contributions 77 18.5 Retirement at or after Normal Retirement Date 77 18.6 Retirement before Normal Retirement Date 77 18.7 Termination of Pensionable Service 77 18.8 Temporary Pension Allowance 78 6 As deleted and replaced by a Deed dated 25th March, 2008 with effect from 1st February, 2008. 7 As inserted by a Deed dated 25th March, 2008 with effect from 1st February, 2008.

8 18.9 Cash Sum 78 18.10 Equivalent pension benefits 78 18.11 Election for main Rules to apply 79 SECTION 19 80 19. THE CLOSED WORKS SECTION 80 19.1 Application of Section 19 80 19.2 Definitions 82 19.3 Re-admission to Membership 82 19.4 Members' contributions 83 19.5 Retirement at or after Normal Retirement Date 83 19.6 Retirement before Normal Retirement Date 83 19.7 Early Retirement Allowance 84 19.8 Termination of Pensionable Service 84 19.9 Cash Sum 85 19.10 Equivalent pension benefits 85 19.11 Election for main Rules to apply 85 19.12 Guarantee 85 19.13 Simms and Lucas UK - previous membership on a staff basis 85 SECTION 20 86 20. THE LUCAS SENIOR RETIREMENT BENEFITS SECTION 86 20.1 Application of Section 20 86 20.2 Definitions 86 20.3 Category of Membership 87 20.4 Re-admission to Membership 87 20.5 Members* contributions 88 20.6 Retirement at or after Normal Retirement Date 88 20.7 Retirement before Normal Retirement Date 89 20.8 Early Retirement Allowance 90 20.9 Termination of Pensionable Service 90 20.10 Pension Increases 91 20.11 Equivalent pension benefits 91 20.12 Election for main Rules to apply 91 SECTION 21 92 21. THE CLOSED LUCAS SENIOR RETIREMENT BENEFITS SECTION PRE-12TH NOVEMBER 1991 BASIS 92 21.1 Application of Section 21 92 21.2 Definitions 92 21.3 Category of Membership 93 21.4 Re-admission to Membership 93 21.5 Members' contributions 93 21.6 Retirement at or after Normal Retirement Date 94 21.7 Retirement before Normal Retirement Date.,.. 94 21.8 Termination of Pensionable Service 95 21.9 Temporary Pension Allowance 95

9 21.10 Pension Increases 96 21.11 Equivalent pension benefits 96 21.12 Election for main Rules to apply 96 SECTION 22 97 22. APPLICATION OF SERVICE CREDITS AND PAID-UP PENSIONS 97 22.1 Application of Section 22 97 APPENDIX 1 - MODEL RULES FOR HM REVENUE & CUSTOMS LIMITS 99 APPENDIX 2 - GMP RULES 116 APPENDIX 3 - CERTIFICATE FROM ACTUARY 129 APPENDIX 4 - REGISTERED PENSION SCHEME REQUIREMENTS 8 131 8 This Appendix 4 is inserted in its entirety by a Deed dated 25th March, 2008 with effect from 1st February, 2008. This amendment applies to Members of the Scheme in Pensionable Service on the effective date of this amendment and persons who become Members of the Scheme after that date.

10 SECTION 1 1. INTRODUCTION 1.1 Interpretation Unless the context otherwise requires, words importing the singular shall include the plural, and vice versa, and words importing the masculine, feminine or neuter gender shall include either or both of the others, and words importing persons shall include corporations. References to an enactment, or any regulation made under it, which applies to part only of the United Kingdom shall include any corresponding legislation applying to any other part of the United Kingdom and shall include a reference to any statutory modification or re-enactment of it, but this does not include a reference to a definition contained in the enactment or regulation. These Rules are not intended to confer on any person benefits under the Scheme which are greater than would be available under the provisions of the Lucas Scheme in force on 6 January 2000 and to the extent that any provision in these Rules would in the opinion of the Actuary to the Scheme provide a greater benefit, that provision shall (unless the Principal Employer directs otherwise) be ineffective and be deemed for all purposes to be replaced by a provision which provides a benefit which in the opinion of the Actuary is substantially the same as the benefit which would have been available under the provisions of the Lucas Scheme in force on 6 January 2000. In these Rules the following words shall, unless the context otherwise requires, have the following meanings:- ACCOUNTING DATE means 31 December in each year (or such other date as the Trustees may decide) ACTUARIAL ADVICE means advice given by an Actuary ACTUARY means a Fellow of the Institute of Actuaries or a Fellow of the Faculty of Actuaries ADMINISTRATOR means the person appointed to act as Administrator of the Scheme CIVIL PARTNER means a person who is the registered civil partner of a Member or Pensioner in accordance with the Civil Partnership Act 2004. References in the Rules to "spouse" shall be amended to read "spouse or Civil Partner" in accordance with the following provisions. Subject to paragraphs (c) and (d) below, a Civil Partner shall not receive any benefits in respect of a Member's rights accrued under the Scheme prior to 5 December 2005.

11 The Member's pre 5 December 2005 accrued rights shall be calculated as follows: (i) (ii) (iii) (iv) in respect of any pension calculated using the formula stated in Rule 6.2 (Retirement at Normal Retirement Date) the Member's pre 5 December rights shall be that fraction of his total pension calculated by dividing the part of the pension accrued in respect of Pensionable Service prior to 5 December 2005 by his total pension, but ignoring any prospective Service after the date of leaving Pensionable Service which might be included in the calculation of any benefits under these Rules; in relation to benefits from voluntary contributions paid by the Member the Member's pre 5 December 2005 accrued rights shall be that part of the benefit which the Trustees determine arises from contributions paid prior to 5 December 2005; in relation to benefits from any transfer into the Scheme where that transfer was made prior to 5 December 2005, all the benefits relating to that transfer shall be treated as rights accrued prior to that date; and in relation to benefits from any transfer into the Scheme, where the transfer was made on or after 5 December 2005, all the benefits relating to that transfer shall be treated as rights accrued on or after 5 December 2005. (c) (d) Notwithstanding paragraph, a Civil Partner must receive any minimum payments which the Scheme is required to pay to him to comply with the requirements of Part III of the Pension Schemes Act 1993, including in relation to the Member's rights accrued prior to 5 December 2005. The provisions of this Rule overrides any contrary provision in Rule 16.2 (GMP Rules) or Appendix 2 (Overriding Appendix of GMP Rules). A Civil Partner who is entitled to benefits under this Rule may nonetheless be treated as a Dependant of the Member or Pensioner for the purposes of Rule 7.6 (Pension for Dependant) to the extent that additional benefits may be payable under that Rule. 9 9 As inserted by a Deed dated 25th March, 2008 with effect from 1st February, 2008. This amendment applies to Existing Deferred Members and Existing Pensioners, as defined in the Deed dated 25th March, 2008.

12 DEPENDANT means any individual aged 18 or over who was financially dependent on the Member or Pensioner for the ordinary necessities of life at the time of the Member's or Pensioner's death but who was not the deceased's spouse DISCRETIONARY TRUSTS means that in relation to any sum held on such trusts - (c) (d) the Trustees may pay or apply all or any part of that sum to or for the benefit of any Relatives, personal representatives, nominated beneficiaries of the deceased Member or Pensioner, or any natural persons who were completely or partly maintained or financially assisted by him or any natural persons entitled to any interest in his estate under any valid testamentary disposition made by him or upon his intestacy in such shares as the Trustees decide; the Trustees may establish separate trusts for the benefit of any beneficiary mentioned in above so long as they do not infringe the rule against perpetuities; if the Trustees have not exercised these powers within two years of the death of the Member or Pensioner, they shall hold the sum on trust for the personal representatives of the deceased Member or Pensioner or, if there are none, his statutory next of kin the Trustees may have regard to any document signed by the Member or Pensioner expressing his wishes for the disposal of the sum, and any natural person named in the document will be a nominated beneficiary EARNINGS CAP means for the year beginning 6 April 2007 112,800; and for each following year beginning on a 6 April the amount applicable at the immediately preceding 6 April increased (but not, where applicable, reduced) in line with the increase in the Retail Prices Index for the twelve months up to the immediately preceding September and rounded up to the nearest multiple of 600. 10 ELIGIBLE CHILD has the meaning given in Rule 7.10 (Meaning of Eligible Child) 10 As inserted by a Deed dated 25th March, 2008 with effect from 1st February, 2008. This amendment applies to Members of the Scheme in Pensionable Service on the effective date of this amendment and persons who become Members of the Scheme after that date. This amendment does not apply to Existing Deferred Members nor Existing Pensioners, as defined in the Deed dated 25th March, 2008, including for the purpose of calculating any maximum benefit payable to an individual under the Scheme.

13 EMPLOYEE means an employee of an Employer who is eligible for membership of the Scheme EMPLOYER means the Principal Employer or any other employer which is participating in the Scheme and which in relation to a Member is his employer 11 FINAL PENSIONABLE PAY is calculated as at the date Pensionable Service ends. It is the Member's Pensionable Pay for the Scheme Year ending in the calendar year: in which his Pensionable Service ends if that occurs on or after 1 July in any calendar year; or before the calendar year in which his Pensionable Service ends if that occurs before 1 July in any calendar year increased in respect of the number of complete calendar months in the period from and including the day after the end of that Scheme Year up to and including the day before his Pensionable Service ends by the change in the Retail Prices Index over the number of complete calendar months in a period (equal to that period) ending four months before the beginning of the month in which Pensionable Service ends. However, in relation to a Member who is or was at any material time a part-time Member his Final Pensionable Pay shall be calculated as if his contractual hours of work per week were equal to the hours per week which he would have worked had he been a full-time Employee during that period in order to arrive at the Final Pensionable Pay applicable to that part-time Member FORMER SPOUSE means an individual to whom a Pension Credit has been allocated in relation to the Scheme FUND means the pension fund constituted under the Rules INSURANCE COMPANY has the meaning given to it by Section 275 of the Finance Act 2004. 12 LONG SERVICE BENEFITS has the meaning given in Rule 9.2 (Entitlement to Short Service Benefits) 11 As deleted by a Deed dated 25th March, 2008 with effect from 1st February, 2008. This amendment applies to Existing Deferred Members and Existing Pensioners, as defined in the Deed dated 25th March, 2008. 12 As deleted and replaced by a Deed dated 25th March, 2008 with effect from 1st February, 2008. This amendment applies to Existing Deferred Members and Existing Pensioners, as defined in the Deed dated 25th March, 2008.

14 LUCAS SCHEME means the scheme established by a trust deed dated 30 June 1928 as amended from time to time including by the definitive trust deed dated 30 March 1993 and known on 7 January 2000 as The Lucas Pension Scheme MEMBER means an Employee who has joined the Scheme and who is currently in Pensionable Service and, where appropriate, an employee or a former employee who is entitled to Short Service Benefits MINIMUM PENSION AGE means: Prior to 6 April 2010, age 50; On or after 6 April 2010: (i) in the case of any Member who retains a right to retire at age 50 in accordance with paragraph 22 of Schedule 36 to the Finance Act 2004 age 50; or (ii) in the case of any other Member, age 55. 13 NORMAL RETIREMENT DATE means the date on which a Member attains the age of 65 PENSION CREDIT means a credit under Section 29(1) of the Welfare Reform and Pensions Act 1999 PENSION CREDIT BENEFIT means the benefits payable under the Scheme to or in respect of a person by virtue of rights under a scheme attributable (directly or indirectly) to a Pension Credit PENSION SHARING ORDER means any order, provision or agreement as referred to in Section 28(1) of the Welfare Reform and Pensions Act 1999 PENSIONABLE PAY means the Member's Salary (which in the case of a Post 89 Member shall be subject to the Earnings Cap). 14 13 As deleted and replaced by a Deed dated 25th March, 2008 with effect from 1st February, 2008. This amendment applies to Members of the Scheme in Pensionable Service on the effective date of this amendment and persons who become Members of the Scheme after that date. This amendment also applies to Existing Deferred Members, as defined in the Deed dated 25th March, 2008. 14 As deleted and replaced by a Deed dated 25th March, 2008 with effect from 1st February, 2008. This amendment applies to Members of the Scheme in Pensionable Service on the effective date of this amendment and persons who become Members of the Scheme after that date. This amendment does not apply to Existing Deferred Members nor

15 PENSIONABLE SERVICE means the period of Service which is credited to the Member under these Rules for the purpose of calculating his benefits. It is calculated in years and complete months, each month being counted as one-twelfth of a year. A period of fifteen days or more is treated as a complete month PENSIONER means a person who is receiving a pension out of the Fund by virtue of his previous membership of the Scheme or by reason of transfer credits PRESCRIBED DATE means 7 January 2000 PRINCIPAL EMPLOYER means Delphi Diesel Systems Limited and includes any other company, firm or person which shall have assumed, whether expressly or by implication, the obligations of the Principal Employer under the Scheme QUALIFYING SERVICE means the total of (c) (d) actual Service whilst a Member of the Scheme and any additional periods which count as Pensionable Service and which do not fall within paragraphs and (c) below. Qualifying Service shall not be interrupted if there is a break in Service due to pregnancy or confinement in exercise of the right under Section 79 of the Employment Rights Act 1996 (Right to return to work) and the Member returns to Pensionable Service within one month of returning to work or the break corresponds to the Member's absence from Service in furtherance of a trade dispute (as defined in Section 35 of the Jobseekers Act 1995) any previous period of at least two years' Qualifying Service whilst a Member of the Scheme in respect of which a Member remains entitled to Short Service Benefits actual periods of service in any previous employment during which the Member was a member of a Transfer Scheme from which the Trustees have received a transfer payment such other period as the Trustees, with the consent of the Employer, may allow REGISTERED PENSION SCHEME means a scheme or arrangement which is registered with HM Revenue & Customs under Chapter 2 of Part 4 of the Finance Act 2004 (Registration of Pension Schemes). 15 Existing Pensioners, as defined in the Deed dated 25th March, 2008, including for the purpose of calculating any maximum benefit payable to an individual under the Scheme. 15 As inserted by a Deed dated 25th March, 2008 with effect from 1st February, 2008. This amendment applies to Existing Deferred Members and Existing Pensioners, as defined in the Deed dated 25th March, 2008.

16 RELATIVES means in relation to any deceased Member or Pensioner (c) his spouse his and his spouse's lawful or adoptive parents and grandparents such parents' and grandparents' widows, widowers, children (which includes legitimate, adoptive and stepchildren and any other children to whom the Trustees believe the Member or Pensioner stood in loco parentis) and their descendants and their spouses REVENUE LIMITS means the limits on benefits specified in Appendix 1 to these Rules or such other limits as HM Revenue & Customs 16 may from time to time require in relation to Registered Pension Schemes 17 RULES means the current rules of the Scheme SALARY means the total basic salary or wages of a Member including any London weighting allowance but shall not include shift pay, directors' fees, commission and, unless the Principal Employer in any particular case so decides, overtime, bonus or other fluctuating emoluments SCHEME means the Scheme governed by these Rules and known as the Delphi Diesel Systems Pension Scheme SCHEME YEAR means a period of twelve months ending on 31 March each year SERVICE means Service with any of the Employers and Service shall be deemed continuous although performed with more than one of the Employers, so long as any break in such employment does not exceed one month SHORT SERVICE BENEFITS has the meaning given in Rule 9.2 (Entitlement to Short Service Benefits) TAXES ACT means the Income and Corporation Taxes Act 1988 TRANSFER SCHEME means a registered pension scheme or a qualifying recognised overseas pension scheme (as those terms are defined in Section 150 16 As amended by a Deed dated 25th March, 2008 with effect from 1st February, 2008. This amendment applies to Existing Deferred Members and Existing Pensioners, as defined in the Deed dated 25th March, 2008. 17 As amended by a Deed dated 25th March, 2008 with effect from 1st February, 2008. This amendment applies to Existing Deferred Members and Existing Pensioners, as defined in the Deed dated 25th March, 2008.

17 of the Finance Act 2004) or any other scheme from which legislation will permit the Scheme to accept a transfer payment. 18 TRUSTEES means the trustees or trustee for the time being of the Scheme VALUE FOR MONEY ACCOUNT means in respect of a Member an amount equal to twice his contributions (except voluntary contributions) together with interest which is added at the end of each Scheme Year on the balance of the Value for Money Account as at the end of the previous Scheme Year. The rate of interest in respect of a Scheme Year or part thereof is the rate of investment return which the Trustees decide after consulting the Actuary has been earned by the Fund during the Scheme Year (or that part of the Scheme Year). That rate can be a nil or negative figure YEAR shall include a fraction of a year calculated by reference to the number of complete months in any incomplete year which shall represent twelfths of a year. 1.2 Commencement The Scheme came into operation on the Prescribed Date and these Rules shall be deemed to have come into operation on that date. 1.3 Constitution of the Fund The investments, cash and other assets held by the Trustees for the purposes of the Scheme constitute the Fund and shall include - (c) (d) (e) investments, cash and other assets transferred by the trustees of any fund all contributions by Members all amounts paid by the Employers to the Trustees any donations, legacies or other exceptional receipt the interest, dividends and income of the Fund. 1.4 Declaration of trust The Trustees shall hold the Fund upon trust to provide benefits for Members and other beneficiaries becoming eligible in accordance with the Rules. 18 As deleted and replaced by a Deed dated 25th March, 2008 with effect from 1st February, 2008. This amendment applies to Existing Deferred Members and Existing Pensioners, as defined in the Deed dated 25th March, 2008.

18 1.5 Participation by employers Every employer which is a subsidiary company of the Principal Employer or whose participation in the Scheme would not prejudice its approval by HM Revenue & Customs 19 and which has employees eligible for membership and which is invited by the Principal Employer to participate in the Scheme shall (subject to the approval of HM Revenue & Customs 20 ) participate on entering into a deed of covenant to comply with the Rules so far as they relate to it and to its Employees who become Members. 1.6 Special provisions on first participation An Employer on participating in the Scheme may by deed and with the consent of the Principal Employer - exclude from eligibility for membership any class of Employee whether on the grounds of age, status, type of employment or otherwise in relation to Employees then in its Service who are eligible for membership exclude, vary or modify any of the Rules and substitute or add any other provision to the Rules. The Trustees may in such circumstances accept a transfer payment from the trustees of any scheme in which such Employer has participated. 1.7 Employer ceasing to participate An Employer shall withdraw from the Scheme if it goes into liquidation, provisional liquidation, administration, receivership, administrative receivership or a voluntary arrangement or ceases to trade, or, where it was a subsidiary of or associated with the Principal Employer when it joined the Scheme, if it ceases to be a subsidiary of or associated with the Principal Employer. The Principal Employer may however permit such an Employer to continue to participate in the Scheme for a period on such terms as it may decide. In addition the Principal Employer may declare that any Employer which has been participating in the Scheme shall cease to participate. If an Employer ceases to participate in the Scheme and it still has Employees who are Members, the provisions of Rule 15.2 19 As amended by a Deed dated 25th March, 2008 with effect from 1st February, 2008. This amendment applies to Existing Deferred Members and Existing Pensioners, as defined in the Deed dated 25th March, 2008. 20 As amended by a Deed dated 25th March, 2008 with effect from 1st February, 2008. This amendment applies to Existing Deferred Members and Existing Pensioners, as defined in the Deed dated 25th March, 2008.

19 (Withdrawal of an individual Employer) shall come into operation. 21 21 As deleted and replaced by a Deed dated 25th March, 2008 with effect from 1st February, 2008. This amendment applies to Members of the Scheme in Pensionable Service on the effective date of this amendment and persons who become Members of the Scheme after that date.

20 SECTION 2 2. ELIGIBILITY AND MEMBERSHIP 2.1 Eligibility Employees who are eligible for membership are all permanent employees who have not reached Normal Retirement Date. Membership of the Scheme shall be optional. Employees who do not join the Scheme when first eligible to do so or who leave Pensionable Service but remain in Service shall only be permitted to join or rejoin with the consent of the Trustees and the Principal Employer which may be given or withheld at their discretion, and if given such consent may be subject to such conditions (including the production of medical evidence and restrictions on benefits) as the Trustees and the Principal Employer may impose. 2.2 Waiver of eligibility conditions The Principal Employer with the consent of the Trustees may admit to membership any employee who is not otherwise eligible. 2.3 Automatic membership Every Employee shall be deemed to have joined as soon as he became eligible, unless he opts out of the Scheme by giving one months' written notice to the Trustees in such form as they require. 2.4 Employment with an overseas company Employees of Employers that are not resident in the United Kingdom may join the Scheme on such terms and subject to such conditions as the Principal Employer considers appropriate. Membership of such Employees shall also be subject to the requirements of any applicable legislation. 22 22 As deleted and replaced by a Deed dated 25th March, 2008 with effect from 1st February, 2008. This amendment applies to Existing Deferred Members and Existing Pensioners, as defined in the Deed dated 25th March, 2008.

21 SECTION 3 3. CALCULATION OF PENSIONABLE SERVICE 3.1 Pensionable Service The following periods shall be treated as periods of Pensionable Service- the last or only period of continuous Service from the date of joining the Scheme up to the date of actual retirement or ceasing to accrue benefits under the Scheme as the case may be such further period as shall be credited to the Member in accordance with the following Rules of this Section. 3.2 Transfers If any Member or any former Member either (i) was previously a member of a Transfer Scheme or (ii) has had his rights under any previous Transfer Scheme bought out, then the Trustees may receive from the trustees of the Transfer Scheme, or from the Insurance Company concerned, such amount as may be payable under the rules of the Transfer Scheme, or an assignment of or the surrender value of the policy concerned, and credit the Member with such additional benefits as the Trustees, acting on Actuarial Advice, shall consider appropriate, and the following provisions shall apply- 23 the Trustees shall be required to obtain a certificate from the administrator or trustees of the Transfer Scheme or the Insurance Company concerned of the amount in respect of the Member's contributions and interest included in the transfer payment and the amount so certified shall be treated as Member's contributions to the Fund 24 (c) 25 the Trustees shall be required to obtain a certificate from the trustees of the Transfer Scheme or the Insurance Company concerned stating the maximum 23 This paragraph shall, by virtue of a Deed dated 25th March, 2008, with effect from 1st February, 2008, not apply where the Trustees deem appropriate. 24 As deleted by a Deed dated 25th March, 2008 with effect from 1st February, 2008. This amendment applies to Existing Deferred Members and Existing Pensioners, as defined in the Deed dated 25th March, 2008. 25 This paragraph shall, by virtue of a Deed dated 25th March, 2008, with effect from 1st February, 2008, not apply where the Trustees deem appropriate.

22 amount which can be paid out in lump sum form (d) where a Member has benefits in a Transfer Scheme which relate to a Pension Credit, the Trustees may at the request of the Member accept a transfer of those benefits from the Transfer Scheme. Unless the Trustees with the consent of the Member decide otherwise, any such transfer and the benefits relating to it shall be provided in the Scheme in addition to and entirely separately from the benefits to which the Member is otherwise entitled to receive under the provisions of the Scheme. Where the benefits are kept separate, the benefits relating to such transfer shall not be included in the calculation of the maximum benefits of the Member in accordance with Appendix 1 (Model Rules for HM Revenue & Customs 26 Limits). 3.3 Additional Pensionable Service in special cases The Principal Employer may credit a Member with additional Pensionable Service in such manner and upon such terms as the Trustees, acting on Actuarial Advice, may decide, including provisions for the additional Pensionable Service to accrue over the period of the Member's membership. 3.4 Pensionable Service in cases of ill-health If a Member is away from work because of illness or any other incapacity - (c) so long as the Employer continues to pay him, he must go on paying contributions under Rule 4.1 (Ordinary contributions) calculated by reference to his Pensionable Pay before his absence (or, if the Principal Employer requires, by reference to any salary scale applicable to the Member or by reference to any increased Salary paid to Employees of the same position) and his Pensionable Service shall continue after the Member stops being paid by the Employer, he will cease to accrue Pensionable Service until he is again paying contributions to the Fund even though his Pensionable Service has ended, he will be treated for the purposes of entitlement to benefits under Sections 7 (Benefits on death) and 9 (Preservation of benefits on leaving Pensionable Service) as still being in Pensionable Service until he either dies, leaves the Scheme or leaves his Employer's Service; if he dies the benefits payable shall be calculated by reference to his Salary or Pensionable Pay (as appropriate) before his absence 26 As amended by a Deed dated 25th March, 2008 with effect from 1st February, 2008. This amendment applies to Existing Deferred Members and Existing Pensioners, as defined in the Deed dated 25th March, 2008.

23 started. 3.5 Pensionable Service in other cases of absence including secondment In the event of the absence of an Employee from Service for any of the reasons specified in paragraph below, the absence shall not be treated as a withdrawal from Service qualifying for benefits in accordance with Section 9 (Preservation of benefits on leaving Pensionable Service), with the result that the Member shall retain his membership for the periods specified in paragraph below and such periods will count as Pensionable Service if contributions are paid in accordance with paragraph (c) below periods of absence, which must first be approved by the Employer, are - (i) (ii) (iii) to take up work of national importance to take a course of study or training leave of absence or secondment to another employer (c) (d) absence shall not exceed ten years, or such longer period as the Employer, with the consent of HM Revenue & Customs 27, may agree the Employer may arrange to continue the Member's contributions (if any) and shall pay the Employer's contributions, but contributions shall not be payable if the Member becomes a member of another pension scheme during a period of absence, in which event his membership of this Scheme shall cease in the event of the death of any Member who is absent from Service for any of the reasons specified in paragraph above, the benefits payable on his death shall be calculated by reference to his Salary or Pensionable Pay (as the case may be) before his absence, but if he dies more than one year (or such other period as may be decided by the Principal Employer) after his absence commenced but during such absence and while no contributions were paid in respect of him, the Member shall be treated as having left Service on the day before his death and benefits shall be payable in accordance with Section 9 (Preservation of benefits on leaving Pensionable Service). 27 As amended by a Deed dated 25th March, 2008 with effect from 1st February, 2008. This amendment applies to Existing Deferred Members and Existing Pensioners, as defined in the Deed dated 25th March, 2008.

24 3.6 Part-time Service Where a Member has a period of Service which includes or consists of part-time Service his Pensionable Service in respect of such part-time Service shall for the purpose of calculating the amount of benefits, but not for the purpose of calculating the number of Years of Pensionable Service to be completed before he becomes entitled to benefits, be calculated by multiplying the number of years of such part-time Service by that fraction which his contractual hours of work per week bears to the hours per week which he would have worked had he been a full-time Employee during that period, which fraction shall be decided by the Employer in its discretion. If the fraction of parttime Service changes, a separate calculation shall be made of the Pensionable Service in respect of each period when the part-time fraction is constant. Where any benefits are based on prospective periods of Pensionable Service, the fraction applying on the last day of actual Pensionable Service shall apply to the period of prospective Pensionable Service. 3.7 Maternity and family leave Paid maternity absence (i) (ii) (iii) Any paid maternity absence shall be treated as Pensionable Service and as if it is a period throughout which the Member works normally and receives the remuneration likely to be paid for doing so. Paid maternity absence is any period throughout which a Member is absent from work due to pregnancy or confinement and for which the Employer pays any contractual remuneration or statutory maternity pay. During paid maternity absence a Member shall only be required to pay contributions on the amount of contractual remuneration or statutory maternity pay actually paid for that period. Protected unpaid maternity leave (i) (ii) Any protected unpaid maternity leave shall be treated as Pensionable Service and as if it is a period throughout which the Member works normally and receives the remuneration likely to be paid for doing so, so long as she pays contributions based on that remuneration. Protected unpaid maternity leave is any period throughout which a Member is absent from work due to pregnancy or confinement, for which the Employer does not pay any contractual remuneration or statutory maternity pay but during which the Member exercises her right to maternity leave under Section 71 of the Employment Rights Act 1996 (General right to maternity leave). (c) Family leave

25 (i) (ii) (iii) Any paid family leave shall be treated as Pensionable Service and as if it is a period throughout which the Member works normally but only receives the remuneration in fact paid for that period. Paid family leave is any period throughout which a Member is absent from work for family reasons and for which the Employer pays any contractual remuneration. During paid family leave a Member shall only be required to pay contributions on the amount of contractual remuneration actually paid for that period. (d) General A Member to whom this Rule applies:- (i) (ii) shall not be treated as remaining in Pensionable Service if they have failed to pay the necessary Member contributions, but the Trustees and Principal Employer may agree that the Member remains in Pensionable Service for the purpose of Section 7 (Benefits on death) only who fails to return to work in accordance with the conditions of any legal right shall be treated as having left Pensionable Service on the date when any remuneration or maternity pay stops being payable and the end of her protected unpaid maternity leave and Section 9 (Preservation of benefits on leaving Pensionable Service) shall then apply. 3.8 Pension Sharing Order Where the benefits of a Member or Pensioner are subject to the provisions of a Pension Sharing Order the following shall apply - The benefits payable to the Member or Pensioner in accordance with these Rules shall be reduced by the debit applicable in accordance with Section 29(1) of the Welfare Reform and Pensions Act 1999. Any Pension Credit or Pension Credit Benefit may be discharged in any manner consistent with the Welfare Reform and Pensions Act 1999, as determined by the Trustees. Any benefits consequently provided under the Scheme shall be treated as provided separately from any benefits provided under the Scheme for the same individual as an Employee or as a spouse or Dependant of an Employee. The Former Spouse shall be regarded as a Member or a Pensioner for the purposes of the Rules to the extent considered appropriate by the Trustees (provided that for the purposes of Rule 15.5 they shall be regarded as a Member if their pension is not in payment upon the winding up of the Scheme and a Pensioner if it is then in payment).

26 SECTION 4 4. MEMBERS' CONTRIBUTIONS 4.1 Ordinary contributions Each Member shall contribute to the Fund at the rate of 3% of Pensionable Pay. 4.2 Duration of contributions Contributions commence with the first payment of Salary after becoming a Member and stop on leaving Pensionable Service. 4.3 Voluntary contributions to buy additional benefits If a Member wishes to buy added benefits, he may make voluntary contributions to the Fund. Any retirement benefits so secured must be in the form of non-commutable pension for himself or his Dependants, except to the extent that the Rules allow commutation of trivial pensions or on the grounds of serious ill-health. The following provisions shall apply - (c) (d) the voluntary contributions can be in the form of a lump sum or periodic contributions in any tax year, a Member may not make voluntary contributions to the extent that when added to his ordinary contributions paid under Rule 4.1, the Member s total contributions to the Scheme exceed his relevant UK earnings (as defined in section 189 of the Finance Act 2004); 28 the benefits secured by voluntary contributions shall be additional to all other benefits payable under the Rules, and shall be in such form as may be agreed between the Trustees and the Member either at the time when the contributions commence or afterwards but subject to the provisions of Appendix 1 (HM Revenue & Customs 29 limits). Such contributions shall be used for the purpose only of providing the additional benefits the benefits secured by voluntary contributions shall be reasonable having 28 As deleted and replaced by a Deed dated 25th March, 2008 with effect from 1st February, 2008. This amendment applies to Members of the Scheme in Pensionable Service on the effective date of this amendment and persons who become Members of the Scheme after that date. 29 As amended by a Deed dated 25th March, 2008 with effect from 1st February, 2008. This amendment applies to Existing Deferred Members and Existing Pensioners, as defined in the Deed dated 25th March, 2008.

27 regard to the amount of the contributions and, except in the case of money purchase benefits, to the value of the other benefits within the Scheme (e) voluntary contributions may be started, varied or terminated at any time, and if a Member remains in Service after Normal Retirement Date, may be continued to fund the additional benefits allowed by HM Revenue & Customs 30 on late retirement. 4.4 Deduction of contributions Periodic contributions shall be deducted by the Employer from the Member's earnings and shall be paid immediately to the Trustees. 30 As amended by a Deed dated 25th March, 2008 with effect from 1st February, 2008. This amendment applies to Existing Deferred Members and Existing Pensioners, as defined in the Deed dated 25th March, 2008.

28 SECTION 5 5. EMPLOYERS' CONTRIBUTIONS 5.1 Employer contributions Before a schedule of contributions is prepared by the Trustees under Section 58 of the Pensions Act 1995 (Schedules of contributions) each of the Employers shall contribute such amounts to the Fund as may be decided by the Principal Employer on Actuarial Advice, after consultation with the Trustees. Otherwise each of the Employers shall contribute to the Fund in accordance with such schedule of contributions. Where contributions are not paid in accordance with the schedule of contributions by the due date, the Trustees must give notice to the Occupational Pensions Regulatory Authority within 30 days of the due date and to the Members and Pensioners within 90 days of the due date. However, no notice need be given to:- the Occupational Pensions Regulatory Authority if the relevant contribution is paid within 10 days of the due date and the default in payment is only the first or second such default within a period of 12 months up to and including the due date Members or Pensioners if the relevant contribution is paid within 60 days of the due date. 5.2 Reduction or suspension of contributions Subject to Section 58 of the Pensions Act 1995 the Principal Employer may give notice to the Trustees to reduce or suspend the contributions due under Rule 5.1 (Employer contributions) and the Employer concerned shall then not be bound to pay any such contributions, or more than the reduced contribution.

29 SECTION 6 6. BENEFITS ON RETIREMENT 6.1 Entitlement to benefit A Member who retires from Pensionable Service on or after Normal Retirement Date and a Member retiring early in accordance with Rules 6.3 (Early retirement on the grounds of ill-health) or 6.4 (Early retirement in other cases), shall be entitled to an annual pension for life commencing from actual retirement, in accordance with this Section. 6.2 Retirement at or after Normal Retirement Date The pension payable to a Member on his retirement at or after Normal Retirement Date shall be the greater of: 1/80th of his Final Pensionable Pay at the date of retirement for each Year of Pensionable Service plus any flat rate pension to which he is entitled; and the pension which the Trustees decide, after consulting the Actuary, can be provided for the Member from his Value for Money Account after taking into account the value of contingent pensions attaching to that pension. 6.3 Early retirement on the grounds of ill-health Subject to Rule 6.8 any Member who has become in the opinion of the Principal Employer and the Trustees permanently unable to follow his normal occupation by reason of ill-health or whose earning ability has been permanently and seriously impaired by reason of ill-health, and who retires from Service in consequence, shall be entitled to an immediate pension and lump sum calculated as set out in Rule 6.2 (Retirement at Normal Retirement Date) and Rule 6.5 (Lump sum benefits on retirement) but his Pensionable Service shall be enhanced by one half of the additional period of Pensionable Service which would have accrued if he had remained in Pensionable Service until Normal Retirement Date or, if the Trustees decide that the Member's ill health or incapacity render him permanently unfit for any paid employment or self-employment, the whole of the period. The Trustees may (on a basis certified as reasonable by the Actuary) withdraw, suspend or reduce such pension if there is an improvement in the Member's health but, in the case of a Pensioner whose Service (for the purposes of the Lucas Scheme) started before 9th October 1987, not, unless he has consented otherwise, below the level of his pension entitlement calculated using half of the Pensionable Service he would have completed up to Normal Retirement Date. On the Member reaching Normal Retirement Date, the pension payable shall not be less than his Long Service Benefits, or as the case may be, his Short Service Benefits revalued in accordance with Rule 10.2 (Increases in deferred benefits).