1. © Grant Thornton LLP. All rights reserved. 2010 Meeting with Management and Those Charged with Governance Communications Related to the Audit of Delphi Salaried Retirees Association Benefit Trust This communication is intended solely for the information and use of management and those charged with governance and is not intended to be and should not be used by anyone other than these specified parties.

2. © Grant Thornton LLP. All rights reserved. Communications Related to the Audit Responsibilities

3. © Grant Thornton LLP. All rights reserved. Perform full scope audit –Express opinion, by auditing form and content of the information included in Plan's Form 5500 filings that the financial statements and supplemental schedules are presented in compliance with DOL rules and regulations under ERISA –Form and express an opinion on the financial statements and supplemental schedules taken as a whole –Form and express an opinion about whether internal control over financial reporting is effective Communicate specific matters to you An audit does not relieve you or management of your responsibilities. Grant Thornton’s responsibilities

4. © Grant Thornton LLP. All rights reserved. Management's responsibilities Preparing and fairly presenting the financial statements Establishing and maintaining effective internal control over financial reporting Providing Grant Thornton with written representation –A copy of the representation was provided to you

5. © Grant Thornton LLP. All rights reserved. Communications Related to the Audit Audit Approach

6. © Grant Thornton LLP. All rights reserved. Grant Thornton’s audit approach Understand your Plan and the environment your Plan operates in Use that knowledge and understanding to analyze your financial statements Determine materiality Identify areas more likely to be materially misstated Focus audit attention and effort on those areas

7. © Grant Thornton LLP. All rights reserved. Materiality Magnitude of an omission or misstatement that likely influences a reasonable person's judgment Based on relevant financial statement benchmark –We believe total assets is the appropriate benchmark for your Plan. Financial statement items > materiality are in scope Other areas < materiality may be in scope if qualitative factors are present (e.g., compliance considerations, related party transactions, fraud risk)

8. © Grant Thornton LLP. All rights reserved. Areas of Audit Focus Investments Participant data and eligibility Contributions Premiums paid and hardship claims Consideration of Plan's compliance with applicable IRC requirements for tax-exempt status

9. © Grant Thornton LLP. All rights reserved. Accounting policies Consistency and appropriateness of accounting policies and their application. –The significant accounting policies used by the Plan are described in the notes to the financial statements. –We noted no significant unusual transactions, or other significant transactions in controversial or emerging areas for which there is a lack of authoritative accounting guidance or consensus.

10. © Grant Thornton LLP. All rights reserved. Accounting policies, continued Initial selection of, and changes in, significant accounting policies, including: –The application of new accounting pronouncements Financial Accounting Standards Board Statement ASC 855, Subsequent Events, was effective for the Plan this year. Additional disclosures related to the subsequent events evaluation were required. Financial Accounting Standards Board Statement ASC 820, Fair Value Measurements and Disclosures, was effective for the Plan this year.

11. © Grant Thornton LLP. All rights reserved. Communications Related to the Audit Misstatements identified during our audit

12. © Grant Thornton LLP. All rights reserved. Material, corrected misstatements There were no misstatements identified during audit procedures.

13. © Grant Thornton LLP. All rights reserved. Summary of Uncorrected Misstatements During the audit, the client passed on the following adjusting journal entry proposed by Grant Thornton. - Adjustment of $4.5K to reconcile premiums reported by Marsh to premiums reported by Carriers.

14. © Grant Thornton LLP. All rights reserved. Communications Related to the Audit Other significant findings from the audit

15. © Grant Thornton LLP. All rights reserved. Internal Control Matters We identified the following internal control deficiency during the audit: -There is a lack of formal policy to determine and approve eligible administrative expenses. Since there are no details provided in the Plan documents, we recommend that a formal policy be in place to allow for eligible administrative expenses to be recorded by the Plan. This will also allow for prevention of prohibited transactions as required by DOL. We identified the following observation during the audit: - Hardship process could be reviewed to evaluate benefit coverage.

16. © Grant Thornton LLP. All rights reserved. Internal Control Matters We identified the following internal control significant deficiency during the audit: -A reconciliation is not completed between the amounts reported by Marsh as contributions received through HCTC and retirees and premiums paid to the insurance carriers.

17. © Grant Thornton LLP. All rights reserved. Significant difficulties encountered during the audit There were no significant difficulties encountered in dealing with management related to the audit.

18. © Grant Thornton LLP. All rights reserved. Disagreements with management There were no disagreements with management, whether or not satisfactorily resolved, about matters that individually or in the aggregate could be significant to the Plan’s financial statements or the auditor’s report.