X0304 4 2011-11-22 0 0001521332 Delphi Automotive PLC DLPH 0001180458 MACDONALD J RANDALL 5725 DELPHI DRIVE TROY MI 48098 1 0 0 0 Ordinary Shares 2011-11-22 4 A 0 161521 A 161521 D Ordinary Shares 2011-11-22 4 A 0 3958 A 165479 D Represents the issuance of ordinary shares of the Issuer in connection with the exchange of the Reporting Person's E-1 Membership Interests in Delphi Automotive LLP. These Membership Interests were granted pursuant to the First Amended and Restated Delphi Automotive LLP Board of Managers 2010 Class E-1 Interest Incentive Plan (the "E-1 Plan") and are 60% vested. The remaining 40% will vest pursuant to the terms of the E-1 Plan. The Reporting Person has received restricted stock units that each represent a right to receive one ordinary share of the Issuer pursuant to the Issuer's Long Term Incentive Plan and will vest in full on June 13, 2012. /s/ David M. Sherbin, Attorney-in-fact for J. Randall MacDonald 2011-11-22