DELPHI CORPORATION DELPHI VICTORY LANE “VICTORY LAP” INSTANT WIN GAME OFFICIAL RULES NO PURCHASE NECESSARY TO ENTER OR WIN. PURCHASE DOES NOT INCREASE CHANCE OF WINNING. VOID IN PUERTO RICO AND WHERE PROHIBITED. INTERNET ACCESS & VALID EMAIL ADDRESS NECESSARY TO PARTICIPATE. 1. ELIGIBILITY: Delphi’s Victory Lane “Victory Lap” Instant Win Promotion, (the “Promotion”) is open only to legal residents of the 50 U.S. states, the District of Columbia or the provinces of Canada, who are 21 years of age or older at time of entry and are professionals employed in an independent automotive repair business located in the continental United States, Hawaii and Alaska and Canada. Participants are limited to independent automotive repair business owners, shop managers, parts managers, head technicians and technicians. Employees and directors of Delphi Corporation (“Sponsor”), and CMS, Inc. (individually and collectively the “Sweepstakes Entities”), those responsible for the development, promotion, distribution and implementation of this Promotion, their respective parents, affiliates, subsidiaries, advertising and promotion agencies, and printing suppliers for this Promotion, and the immediate family members (parents, siblings, children & spouse), regardless of where they live, or persons living in the same household, whether related or not, of such employers and directors are ineligible. By participating you agree to these Official Rules and the decisions of CMS, Inc. (“CMS”), the Promotion Administrator and/or Sponsor, which are final and binding in all respects. Void in Puerto Rico and where prohibited. 2. PROMOTIONAL PERIOD: Promotional Period begins on Friday, 10/16/09 at 12:00:01 a.m. Eastern Time (“ET”), and ends on 2/1/10 at 11:59:59 p.m. (ET) ("Promotional Period"). A day shall be defined as beginning 12:00:01 a.m. Eastern Time (ET) and ending at 11:59:59 p.m. ET the same day. 3. HOW TO PLAY: Log on to www.Delphi.com/VictoryLane (“Web site”) and register for the Promotion by entering your first and last name, complete address including city, state and zip code/postal code for Canada, your email address and check box to confirm that you are a technician/installer. You will also be prompted to create a password. You are solely responsible for the security of your email address and password. You should take appropriate precautions to maintain the privacy of your password to prevent its unauthorized use. Neither Sponsor nor any other person or entity will be responsible or liable for any losses, damages or any consequences you may suffer due to careless or unauthorized use of your password. Once complete, click the “submit” button to see if you are a potential instant winner. Each time you return to the Web site or if you are already a Victory Lane participant, you need only enter your email address and password to determine if you are a potential instant winner. Once you click submit, either a winning or non-winning message will be revealed. See Rule #5 if you have received a winning message. Whether or not a particular play wins a prize will be determined by random selection at the time the play is received and recorded by the Promotion computer. Sponsor may from time to time make registration and participation available at trade and trade related events as solely determined by Sponsor. The Promotion computer is the Official Clock for the Promotion. Limit one Instant Win play per person/email address per day. 4. PRIZES/VALUES/ODDS OF WINNING: For each of the 112 Instant-Win prizes available to be won, a randomly selected date and time during the Promotion Period will be pre-selected, and the eligible participant whose Instant Win play is the first valid play which is received and recorded by the Promotion computer at such date and time (or closest thereafter) will be deemed the winner of that Instant-Win Prize (subject to verification and compliance with these Official Rules). For the purpose of the random allocation process to provide that more prizes are available during the times when most play takes place the winning times have been weighted approximately 74.4% between 10am (EST) and 11pm (EST), and approximately 25.6% between11:01pm (EST) and 9:59am (EST). If you have won a prize, you will receive a message. See Rule 5 below for procedure. The particular prize for any week will be randomly determined by Sponsor. Limit 1 prize per person. Instant-Win Prizes Available are: TOTAL: 112 instant win prizes; one per day. (35) Delphi Stadium seats; (42) Delphi Duffle Bags; (20) Delphi insulated six-pack coolers; and (5) Delphi Shop Stools; (10) $20 BassPro Shops gift cards. The Approximate Retail Value of any prize will be US$10-US$40. Odds for winning an Instant-Win prize are dependent on the number of participants, the random times selected for prizes and the time any particular participant’s play is received and recorded by the Promotion computer. INSTANT-WIN PRIZES THAT ARE NOT CLAIMED OR ARE FORFEITED WILL BE AWARDED IN A SECOND CHANCE DRAWING. For All Prizes: Prizes cannot be substituted, assigned, transferred or redeemed for cash, but Sponsor, in its sole discretion may substitute a prize or prize component of equal or greater value if prize or prize component becomes unavailable for any reason. If winner cannot accept prize as stated the prize will be forfeited in its entirety and an alternate winner will be selected. Prizes will be awarded in conformity with the winner’s employer’s policy regarding participating and accepting prizes in trade promotions. All Federal, State, Provincial and local taxes are the sole responsibility of winner. For potential Canadian winners: If a potential winner is a resident of Canada, in order to be declared a winner and receive the prize, the potential winner must first correctly answer a four function mathematical skill-testing question within five minutes without assistance of any kind, whether mechanical or otherwise. The skill testing question will be administered either by phone or email. If the potential winner cannot be contacted and the skill testing question administered within three business days of receipt of the Affidavit of Eligibility and Release or the skill testing question is incorrectly answered, the prize will be forfeited and awarded to an alternate winner. 5. HOW TO REDEEM WINNING INSTANT WIN MESSAGE: If you receive a winning message on the Web Site, you will receive a confirmation email containing a confirmation number and a CMS representative will contact you via email within three (3) business days to provide you with information on how to claim your prize. Instant Win prizes must be claimed by 1/15/10 or the prize may be forfeited, in which case the prize will be awarded to an alternate winner. 6. VERIFICATION: All winning Instant Win messages are subject to verification by CMS and the award of Instant Win prize is contingent upon the prize winner’s compliance with these Official Rules. Potential winner may be requested to provide a print out of the screen containing the Instant Win winning game message or the confirmation email including confirmation number. Sole liability, if any, for an irregular Instant Win play is limited to replacement with another randomly selected Instant Win play (as solely determined by Sponsor) while supplies last. If because of seeding, digital, programming or any other error or for any other reason, there are more Instant Win prize claims in any prize category than Instant Win prizes offered in that category as stated in these Official Rules, a random drawing will be held among all eligible claimants in that category to award such prizes in that category. Only the number of prizes stated in these Official Rules are available to be won in the Promotion and will be awarded. Any attempt to forge screens containing Instant Win winning Promotion messages or the confirmation emails or otherwise defraud Sponsor in any way, or failure to comply with any request made in accordance with this Rule, will result in disqualification of participant; and, such participant may be prosecuted to the fullest extent of the law. Please allow 6-8 weeks after winner verification for shipment of prize. 7. SECOND CHANCE DRAWING FOR INSTANT WIN PRIZES: If any Instant Win prizes are unclaimed or forfeited, they will be awarded in a Second Chance random drawing to be held under the supervision of CMS, Inc. on or about 1/22/10. All those who have entered the promotion will be automatically entered in the second chance drawing. Odds of winning a particular prize depend on number of that prize that remains unclaimed or is forfeited, and the number of eligible entries received. Limit one entry per person, per household. 8. GENERAL CONDITIONS: Potential Prize Winners may be required to complete, execute and return an Affidavit of Eligibility, a Liability Release and, where lawful, a Publicity Release within seven (7) days of notification. Failure to return documents timely, or if any prize notification or prize is returned as non-deliverable, or if any winner is found to be ineligible or otherwise not in compliance with these Official Rules, winner may be disqualified, the prize forfeited, and an alternate winner selected. Where permitted by law, winners grant to Sponsor (which grant will be confirmed in writing on request of Sponsor) and those acting pursuant to its authority, the right to print, publish, broadcast and use, worldwide in any media now known or hereafter developed, including but not limited to the World Wide Web, at any time or times, the winner's name, portrait, picture, voice, likeness and biographical information for advertising, trade and promotional purposes without additional consideration, except where prohibited by law, and without notice, review and approval. By participating, participants release and agree to hold harmless the Sponsor, CMS, their respective parents, subsidiaries, related companies, and advertising and promotional agencies, and all of their directors, officers, employees, representatives and agents (individually and collectively “Releasees”) from any and all liability for any injuries, loss or damage of any kind (whether due to negligence or otherwise,) to person(s), including death, and property damage, arising in whole or in part, directly or indirectly, from acceptance, possession, use or misuse of a prize, or participation in this Promotion. CMS and/or Sponsor reserve the right, at their sole discretion, to disqualify any individual found, in their sole discretion, to be (a) tampering with the entry process or the operation of the Promotion or Web site; (b) in violation of the Terms of Service of the Web site; (c) acting in violation of the Official Rules; or (d) acting in a non-sportsmanlike or disruptive manner, or with intent to annoy, abuse, threaten or harass any other person. Any use of robotic, automatic, macro, programmed, third party, or like entry methods will void all such entries, and any participant using any such method will be disqualified. In the event of a dispute as to entries submitted by multiple users having the same email account, the authorized subscriber of the email account used to enter the Promotion at the actual time of entry will be deemed to be the participant and must comply with these rules. Authorized account subscriber is deemed to be the natural person who is assigned an email address by an Internet access provider, on-line service provider or other organization which is responsible for assigning email addresses or the domain associated with the submitted email address. CMS and/or Sponsor may prosecute any fraudulent activities to the full extent of the law. 9. LIMITATIONS OF LIABILITY: Releasees are not responsible for lost, late, misdirected, incomplete, email or entries, or for any incorrect or inaccurate information, whether caused by Web site users, or tampering or hacking, or by any of the equipment or programming associated with or utilized in the Promotion and, further, are not responsible for any error, omission, interruption, deletion, defect, delay in operation or transmission, jumbled, scrambled or misdirected transmissions, traffic congestion, communications line failure, theft or destruction or unauthorized access to the Web site, Internet or Web site access or availability, or for any hardware or software or program/programming malfunctions whether due to technical errors or failures or unauthorized human intervention, or for the failure to capture, or loss of, any entry or other information. Releasees are not responsible for injury or damage to participants' or to any other person's computer related to or resulting from participating in this Promotion or downloading materials from or use of the Web site. If, for any reason, this Promotion, or any part thereof, as solely determined by Sponsor and/or CMS, is not capable of running as planned by reason of infection by computer virus, worms, bugs, tampering, unauthorized intervention, fraud, technical failure, or any other causes which, in the sole opinion of CMS and/or Sponsor, could corrupt or affect the administration, security, fairness, integrity or proper conduct of this Promotion, CMS and/or Sponsor reserve the right at their sole discretion to cancel, terminate, modify or suspend the Promotion and/or select the winners from entries received prior to the action taken or in such other manner as deemed fair and appropriate by CMS and/or Sponsor. In such event you may be advised on the Promotion page to forward your confirmation email to an email address specified by CMS and/or Sponsor or mail your entire original Promotion message print out to an address specified by CMS and/or Sponsor for decoding. Specific instructions will appear on said page. CMS or Sponsor, however, reserve the right, in their sole discretion, to address an Internet raised or related issue in any manner they deem fair and appropriate. IN NO EVENT WILL RELEASEES BE RESPONSIBLE OR LIABLE FOR ANY DAMAGES OR LOSSES OF ANY KIND, INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF YOUR ACCESS TO AND USE OF THE WEB SITE OR DOWNLOADING FROM AND/OR PRINTING MATERIAL DOWNLOADED FROM SAID WEB SITE. WITHOUT LIMITING THE FOREGOING, EVERYTHING ON THIS WEB SITE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. SOME JURISDICTIONS MAY NOT ALLOW LIMITATIONS OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OR EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. CHECK YOUR LOCAL LAWS FOR ANY RESTRICTIONS OR LIMITATIONS REGARDING THESE LIMITATIONS OR EXCLUSIONS. 10. DISPUTE RESOLUTION/CHOICE OF LAW: Except where prohibited by law, the Promotion is governed by the laws of the State of Michigan, without regard to conflict of law doctrine of any jurisdiction, with venue in the County of Oakland, and all claims must be resolved in the courts of competent jurisdiction of Michigan. For residents of Quebec, Canada only: Any litigation respecting the conduct or organization of the Promotion may be submitted to the Regie’ des alcools, des courses et des jeux for a ruling. Any litigation respecting the awarding of a prize may be submitted to the Regie’ only for the purpose of helping the parties reach a settlement. 11. LANGUAGE DISCREPANCY: Should these Rules or any other Promotion information be published in a language other than English and there be a conflict of meaning or interpretation between the English version and the version in any other language, any such conflict of meaning or interpretation shall be resolved in favor of the English language version. 12. PRIVACY POLICY: The entry information provided is subject to the Privacy Policy found on the above stated Web site. To read that Policy, access the Web site and then access the Privacy Policy. 13. WINNERS' LIST: For names of winners send a self-addressed stamped envelope for receipt by 1/31/10 to: Delphi Victory Lane “Victory Lap” Instant Win Game - Winners List, PO Box 2850, Winston-Salem, NC 27102-2850. For a copy of these Official Rules mail a self-addressed stamped envelope to the above address marked "OFFICIAL RULES" for receipt by 1/8/10. Canadian residents may omit return postage. The names of winners may also be posted at www.Delphi.com/VictoryLane. SPONSOR: This promotion is sponsored Delphi Corporation, 5820 Delphi Drive, Troy, MI, USA 48098.