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Exhibit 4(a)




AMENDMENT NO. 3 TO RIGHTS AGREEMENT




     AMENDMENT NO. 3 TO RIGHTS AGREEMENT, dated as of August 2, 2007 (this “Amendment”), to
the Rights Agreement, dated as of February 1, 1999, as amended on May 11, 2005 and January 18, 2007
(the “Rights Agreement”), by and between Delphi Corporation, formerly known as Delphi
Automotive Systems Corporation (the “Company”) and The Bank of New York, as successor in
interest to EquiServe Trust Company, N.A., as successor in interest to BankBoston, N.A., as Rights
Agent (the “Rights Agent”). Capitalized terms used herein and not otherwise defined shall
have the respective meanings ascribed to such terms in the Rights Agreement.



     WHEREAS, the Company and the Rights Agent have heretofore executed and entered into the Rights
Agreement dated as of February 1, 1999, as amended on May 11, 2005 and January 18, 2007;



     WHEREAS, pursuant to Section 26 of the Rights Agreement, the Company may from time to time
supplement or amend the Rights Agreement in accordance with the provisions of such Section 26; and



     WHEREAS, the Company has determined to amend the Rights Agreement to provide that none of A-D
Acquisition Holdings, LLC, a limited liability company formed under the laws of the State of
Delaware (“Appaloosa”), Harbinger Del-Auto Investment Company, Ltd., an exempted company
incorporated under in the Cayman Islands (“Harbinger”), Merrill Lynch, Pierce, Fenner &
Smith, Incorporated, a Delaware corporation (“Merrill”) and UBS Securities LLC, a Delaware
limited liability company (“UBS”), Goldman, Sachs & Co., a New York limited liability
company (“GS”) and Pardus DPH Holding LLC, a Delaware limited liability company
(“Pardus”) (such parties and/or their respective affiliates, as applicable, collectively,
the “Investors”) will be deemed to be an “Acquiring Person” under the Rights
Agreement, and to further amend the Rights Agreement as set forth herein.



     NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration,
the receipt and sufficiency of which the parties hereby acknowledge, the Company and the Rights
Agent hereby amend the Rights Agreement as follows:



     Section 1. The definition of “Acquiring Person” set forth in Section 1(a) of the
Rights Agreement is hereby modified and amended to delete the following before the last sentence of
Section 1(a):


“Notwithstanding anything to the contrary in this Agreement, none of A-D Acquisition Holdings, LLC,
a limited liability company formed under the laws of the State of Delaware (“Appaloosa”),
Harbinger Del-Auto Investment Company, Ltd., an exempted company incorporated under in the Cayman
Islands (“Harbinger”), Dolce Investments, LLC (“Cerberus”), a limited liability
company formed under the laws of the State of Delaware, Merrill Lynch, Pierce, Fenner & Smith,
Incorporated, a Delaware corporation (“Merrill”) and UBS Securities LLC, a Delaware limited
liability company (“UBS”) (such parties and/or their respective affiliates, as applicable,




 









 







collectively, the “Investors”) or any ultimate purchaser or related purchasers in
accordance with the ECPA, shall be deemed to be an “Acquiring Person” solely as a result of
(i) entering into the Plan Framework Support Agreement (the “PFSA”), attached hereto as
Annex A, as it may be amended from time to time, or consummating the transactions
contemplated thereby, (ii) entering into the Equity Purchase and Commitment Agreement (the
“EPCA”), as it may be amended from time to time, or consummating the transactions
contemplated thereby, (iii) entering into additional agreements (including, without limitation, any
agreement to resell any shares of Delphi Corporation purchased pursuant to the EPCA to any ultimate
purchaser or related parties in accordance with the EPCA or to otherwise cause such entities to
acquire such shares in accordance with the ECPA) reflecting the transactions contemplated by the
PFSA, the EPCA and the Summary of Terms of Preferred Stock (the “Term Sheet”), as they may
be amended from time to time, and consummating the transactions contemplated thereby, or (iv) any
agreement, arrangement or understanding among any of the Investors or among one or more Investors
and Delphi Corporation or its subsidiaries in furtherance of or pursuant to the PFSA, the EPCA or
the Term Sheet, as they may be amended from time to time, and the transactions contemplated thereby
(each of (i), (ii) and (iii) being a “Permitted Event”).”



and add the following before the last sentence of Section 1(a):



“Notwithstanding anything to the contrary in this Agreement, none of A-D Acquisition Holdings, LLC,
a limited liability company formed under the laws of the State of Delaware (“Appaloosa”),
Harbinger Del-Auto Investment Company, Ltd., an exempted company incorporated under in the Cayman
Islands (“Harbinger”), Merrill Lynch, Pierce, Fenner & Smith, Incorporated, a Delaware
corporation (“Merrill”) and UBS Securities LLC, a Delaware limited liability company
(“UBS”) Goldman, Sachs & Co., a New York limited liability company and Pardus DPH Holding
LLC, a Delaware limited liability company (such parties and/or their respective affiliates, as
applicable, collectively, the “Investors”) or any ultimate purchaser or related purchasers
in accordance with the ECPA, shall be deemed to be an “Acquiring Person” solely as a result
of (i) entering into the Equity Purchase and Commitment Agreement (the “EPCA”) attached
hereto as Annex A, as it may be amended from time to time, or consummating the transactions
contemplated thereby, (ii) entering into additional agreements (including, without limitation, any
agreement to resell any shares of Delphi Corporation purchased pursuant to the EPCA to any ultimate
purchaser or related parties in accordance with the EPCA or to otherwise cause such entities to
acquire such shares in accordance with the ECPA) reflecting the transactions contemplated by the
EPCA and the Summary of Terms of Preferred Stock (the “Term Sheet”) attached hereto as
Annex B as they may be amended from time to time, and consummating the transactions
contemplated thereby, or (iii) any agreement, arrangement or understanding among any of the
Investors or among one or more Investors and Delphi Corporation or its subsidiaries in furtherance
of or pursuant to the EPCA or the Term Sheet, as they may be amended from time to time, and the
transactions contemplated thereby (each of (i), (ii), (iii) and (iv) being a “Permitted
Event”).”




     Section 2. Exhibit B to the Rights Agreement, being the form of Rights Certificate, is hereby
amended and supplemented by inserting in the fifth line of the first paragraph following the words
“as further amended as of January 18, 2007” the words “and August 2, 2007”.



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     This Amendment shall be deemed to be a contract made under the laws of the State of Delaware
and for all purposes shall be governed by and construed in accordance with the laws of such State
applicable to contracts made and to be performed entirely within such State.



     Except as specifically amended by this Amendment, all other terms and conditions of the Rights
Agreement shall remain in full force and effect and are hereby ratified and confirmed.



[Signature page follows]




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     IN WITNESS WHEREOF, the Company and the Rights Agent as of the day and year first written
above have duly executed this Amendment.



	 	 	 	 	 
	 	DELPHI CORPORATION

 	 
	 	By:  	/s/ DAVID M. SHERBIN
 	 
	 	 	Name:  	David M. Sherbin 	 
	 	 	Title:  	Vice President, General Counsel, and

Chief Compliance Officer 	 
	 



	 	 	 	 	 
	 	THE BANK OF NEW YORK

 	 
	 	By:  	/s/ JOHN I. SIVERTSEN
 	 
	 	 	Name:  	John I. Sivertsen 	 
	 	 	Title:  	Vice President 	 
	 




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