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Delphi Automotive PLC

Nominating and Governance Committee Charter

August 17, 2011


TABLE OF CONTENTS

I. Purpose of the Committee
           
II. Authority and Delegation
   
III. Membership
   
IV. General Operating Procedures
   
V. Duties and Responsibilities


NOMINATING AND GOVERNANCE COMMITTEE CHARTER

I.     Purpose of the Committee

The Nominating and Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of Delphi Automotive PLC (the “Company”) shall assist the Board in matters relating to service on the Board, and shall also:

 
a.
      review and evaluate the size, composition, function and duties of the Board, consistent with its needs;
     
   
 
b.
  recommend criteria for the selection of candidates to the Board and its committees, and identify individuals qualified to become Board members consistent with such criteria, including the consideration of nominees submitted by shareholders;
 
   
 
c.
  recommend to the Board nominees for Director for election at the next annual or special meeting of shareholders at which Directors are to be elected or to fill any vacancies or newly created directorships that may occur between such meetings;
 
   
  d.   recommend Directors for appointment to Board committees;
       
  e.   make recommendations to the Board as to determinations of Director independence;
       
  f.   develop and recommend to the Board a set of corporate governance guidelines applicable to the Company and oversee compliance with such guidelines;
       
  g.   oversee the evaluation of the Board;
       
  h.   oversee the process for establishing compensation for the Directors and recommend a compensation plan to the Board for its review and approval; and
       
 
i.
  play a leadership role in shaping the Company’s corporate governance.

II.     Authority and Delegation

The Committee shall have such other powers and perform such other duties as the Board may from time to time delegate to it. The Committee also has authority to take appropriate actions necessary to discharge its responsibilities. Such authority includes but is not limited to the power to:

 
a.
      Retain outside counsel, accountants, outside advisors, consultants, or others to assist in the conduct of an investigation or as it determines appropriate to advise or assist in the performance of the Committee’s functions.
     
   
 
b.
  Retain and terminate, solely at the Committee’s discretion, any search firm to be used to identify Director candidates and sole authority to approve such search firm’s fees and other retention terms.
 
   
 
c.
  Seek any information it requires from employees or external parties (employees and external parties will be directed to cooperate and comply with the Committee’s requests).

The Committee may delegate its authority to subcommittees or the Chair of the Committee when it deems appropriate and in the best interests of the Company.

III.     Membership

The Committee shall consist of at least three members, comprised solely of Directors deemed by the Board to be independent and who meet the independence requirements of the New York Stock Exchange. The members of the Committee, in consultation with its Chair, will recommend to the Board changes to the membership of the Committee and appointments to fill vacancies. Committee members shall be appointed by the Board and may be removed by the Board at any time. The Committee shall recommend to the Board, and the Board shall designate, the Chair of the Committee.

IV.     General Operating Procedures

 
1.
      The Committee shall review the adequacy of this Charter on periodic basis.
     
   
 
2.
  The Committee shall assess annually the Committee’s performance of the duties specified in this Charter, and report its findings to the Board
 
   
 
3.
  The Committee shall perform such other functions within the purposes, duties and responsibilities of the Committee as may be directed by the Board.
 
   
 
4.
  The Committee shall keep minutes of its meetings and make such minutes available to the Board.
 
   
 
5.
  Two members of the Committee shall constitute a quorum.  When more than two members are present, the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the Committee, and when only two members are present, the unanimous vote of the two members shall constitute the act of the Committee.
 
   
 
6.
  The Committee shall meet as often as may be deemed necessary or appropriate in its judgment, either in person or telephonically, and at such times and places as the Committee shall determine.  The Committee shall make regular reports to the Board with respect to its activities.

V.     Duties and Responsibilities

Among its specific responsibilities, the Committee is responsible for the following matters:

Board Nominees

 
1.
      The Committee shall oversee searches and identify qualified individuals for membership on the Board.
     
       
 
2.
  The Committee shall recommend to the Board criteria for the Board and shall recommend individuals for membership on the Board. In making its recommendations for Board membership, the Committee shall:
 
           
     
a.
  periodically review the composition of the Board and its committees in light of the current challenges and needs of the Board, the Company and each committee;
     
   
     
b.
  review candidates’ qualifications for membership on the Board (including making a specific determination as to the independence of each candidate) based on the criteria approved by the Board;
     
   
     
c.
  in evaluating current Directors for re-nomination to the Board, assess the performance of such Directors; and
     
   
     
d.
  consider any other factors that are set forth in the Company’s corporate governance guidelines or are deemed appropriate by the Committee or the Board.

Committee Membership

 
1.
      The Committee shall advise the Board of directors with respect to charters, structure and operations of the various Committees of the Board of Directors and qualification for membership thereon.
     
   
 
2.
  The Committee shall make recommendations to the Board of Directors regarding which Directors should serve on the various Committees of the Board.
 
   
 
3.
  The Committee shall also consider rotation of committee members and committee Chairs, as appropriate.

Corporate Governance Matters

 
1.
      The Committee shall develop and recommend to the Board corporate governance guidelines for the Company. The Committee shall annually review the Company’s corporate governance processes and its governance guidelines, including such issues as the structure and frequency of Board meetings, and recommend any proposed changes to the Board.
     
   
 
2.
  The Committee shall oversee compliance with the Company’s corporate governance guidelines and code of ethical business conduct and report on such compliance to the Board. The Committee shall also review and consider any requests for waivers of the Company’s corporate governance guidelines and code of ethical business conduct for the Company’s Directors, executive officers and other senior financial officers, and shall make a recommendation to the Board with respect to such request for a waiver, which waiver shall be granted only on an exceptional basis after careful consideration by the Committee.
 
   
 
3.
  The Committee shall consider questions of possible conflicts of interest of Board members and senior executives, and, in collaboration with the Audit Committee, initiate appropriate action to address any such conflicts, including whether such Director or Directors may vote on any issue as to which there may be a conflict.
 
   
 
4.
  The Committee shall oversee the orientation and continuing education of Directors.
 
   
 
5.
  The Committee shall review, and if appropriate, approve related party transactions in accordance with the Company’s related person transaction policy.

Evaluating the Board and Its Committees

The Committee shall monitor the functions of the Board and its committees, as set forth in their respective charters, and coordinate and oversee annual self-assessments of the Board’s and each committee’s performance and procedures. In particular, the self-assessment will solicit feedback from the Directors about:

        Overall effectiveness
           
    Composition and structure
       
    Culture
       
    Focus
       
    Information and resources
       
    Process

The Chair of the Board, in consultation with all other Board members, will conduct a periodic assessment of individual Directors. Feedback from this process will be provided to Directors, as appropriate.

Oversight of Environmental, Health & Safety Management Program

The Committee shall oversee the Company’s Environmental, Health & Safety (“EH&S”) management program, including reviewing and monitoring (i) existing and proposed regulatory requirements and legislation that may have a material impact on the Company’s business and operations; and (ii) any material litigation, regulatory or other compliance issues related to EH&S.

Director Compensation

The Committee shall, with the assistance of the Compensation and Human Resources Committee, review and propose to the Board, for its approval, a compensation plan for the Company’s Directors.

Committee Members
ChairpersonJohn  A. Krol
Committee MemberMark  P. Frissora
Committee MemberJ. Randall  MacDonald
Nominating and Governance Committee
As of August 2011