ex4-1



Exhibit 4.1



Terms of the Securities



DELPHI AUTOMOTIVE SYSTEMS CORPORATION




May 31, 2001




6.55% Notes due 2006



      A new series of Securities is hereby established pursuant to Section 2.01
of the Indenture dated April 28, 1999 (the “Indenture”) between Delphi
Automotive Systems Corporation (the “Corporation”) and Bank One Trust Company,
N.A., as successor in interest to The First National Bank of Chicago (the
“Trustee”), as follows:


      1. Each capitalized term used but not defined herein shall have the
meaning assigned to such term in the Indenture.


      2. The designation of the 6.55% Notes due 2006 shall be the “6.55% Notes
due 2006” (the “Notes due 2006” or the “Designated Securities”).


      3. The limit upon the aggregate principal amount of the Notes due 2006
that may be authenticated and delivered under the Indenture (except for
Designated Securities authenticated and delivered upon registration of transfer
of, or in exchange for, or in lieu of, other Designated Securities of the
series pursuant to Section 2.05, 2.06, 2.07, 3.02 or 10.04 of the Indenture) is
$500,000,000.


      4. The date on which the principal of the Notes due 2006 shall be payable
shall be June 15, 2006.


      5. The rate at which the Notes due 2006 shall bear interest shall be 6.55%
per annum. Interest shall be computed on the basis of a 360-day year of twelve
30-day months. The date from which interest shall accrue for the Notes due 2006
shall be June 5, 2001 or the most recent Interest Payment Date to which
interest has been paid or duly provided for, as the case may be. The Interest
Payment Dates on which such interest shall be payable shall be June 15 and
December 15 of each year, commencing December 15, 2001. The record dates for
the interest payable on the Notes due 2006 on any Interest Payment Date shall
be June 1 and December 1, as the case may be, next preceding such Interest
Payment Date.


      6. The form of Security for each of the Notes due 2006, hereto shall be as
set forth on Attachment A-1.


      7. The place or places where the principal of (and premium, if any) and
interest and Additional Amounts on the Designated Securities shall be payable
shall be the office or agency



 









of the Corporation maintained for that purpose in
the Borough of Manhattan, the City of New York; provided,
however, that at the
option of the Corporation, payment of interest may be made by check mailed to
the address of the Holder entitled thereto as such address shall appear in the
Security Register or by wire transfer of immediately available funds if the
Holder holds U.S. $10,000,000 or more in aggregate principal amount and sends
wire transfer instructions to the Trustee as required in the Indenture.


      8. The Securities are subject to redemption, in whole at
any time or in part from time to time, at the option of the Corporation, at a
redemption price equal to the greater of (1) 100% of the principal amount of
the Securities to be redeemed, and (2) the sum of the present values of the
remaining scheduled payments of principal and interest on such Securities,
discounted to the date of redemption on a semi-annual basis (assuming a 360-day
year consisting of twelve 30-day months) at the applicable Treasury Rate plus
25 basis points
plus accrued and unpaid interest on the
principal amount being redeemed to the redemption date.



		
	 	“Treasury Rate” means, with respect to any redemption date, (1) the
yield, under the heading which represents the average for the immediately
preceding week, appearing in the most recently published statistical
release designated “H.15(519)” or any successor publication which is
published weekly by the Board of Governors of the Federal Reserve System
and which establishes yields on actively traded United States Treasury
securities adjusted to constant maturity under the caption “Treasury
Constant Maturities,” for the maturity corresponding to the Comparable
Treasury Issue (if no maturity is within three months before or after the
Remaining Life, yields for the two published maturities most closely
corresponding to the Comparable Treasury Issue will be determined and the
Treasury Rate will be interpolated or extrapolated from such yields on a
straight line basis, rounding to the nearest month) or (2) if such
release (or any successor release) is not published during the week
preceding the calculation date or does not contain such yields, the rate
per annum equal to the semi-annual equivalent yield-to-maturity of the
Comparable Treasury Issue calculated using a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount) equal
to the Comparable Treasury Price of such redemption date. The Treasury
Rate will be calculated on the third Business Day preceding the
redemption date.
	 
	 	“Business Day” means any calendar day that is not a Saturday, Sunday or
legal holiday in New York, New York and on which commercial banks are
open for business in New York, New York.
	 
	 	“Comparable Treasury Issue” means the United States Treasury security
selected by an Independent Investment Banker as having a maturity
comparable to the remaining term (“Remaining Life”) of the Designated
Securities to be redeemed that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing
new issues of corporate debt securities of comparable maturity to the
remaining term of such Designated Securities.



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	 	“Independent Investment Banker” means either Bear, Stearns & Co. Inc. or
Credit Suisse First Boston Corporation, and their respective successors,
or, if both firms are unwilling or unable to select the Comparable
Treasury Issue, an independent investment banking institution of national
standing appointed by the Trustee after consultation with the
Corporation.
	 
	 	“Comparable Treasury Price” means (1) the average of five Reference
Treasury Dealer Quotations for such redemption date, after excluding the
highest and lowest Reference Treasury Dealer Quotations, or (2) if the
Independent Investment Banker obtains fewer than five such Reference
Treasury Dealer Quotations, the average of all such quotations.
	 
	 	“Reference Treasury Dealer” means (1) Bear, Stearns & Co. Inc. and Credit
Suisse First Boston Corporation, and their respective successors,
provided, however, that if any of the foregoing shall cease to be a
primary U.S. government securities dealer in New York City (a “Primary
Treasury Dealer”), the Corporation will substitute for such underwriter
another Primary Treasury Dealer and (2) any other Primary Treasury Dealer
selected by the Independent Investment Banker after consultation with the
Corporation.
	 
	 	“The Reference Treasury Dealer Quotations” means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as
determined by the Independent Investment Banker, of the bid and asked
prices for the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) quoted in writing to the Independent
Investment Banker at 5:00 p.m., New York City time, on the third Business
Day preceding such redemption date.



      9. If (1) as a result of any change in, or amendment to, the laws (or any
regulations or rulings promulgated thereunder) of the United States (or any
political subdivision or taxing authority thereof or therein), or any change
in, or amendments to, the official position regarding the application or
interpretation of such laws, regulations or rulings, which change or amendment
is announced or becomes effective on or after the date hereof, the Corporation
becomes or will become obligated to pay Additional Amounts or (2) any act is
taken by a taxing authority of the United States on or after the date hereof,
whether or not such act is taken with respect to the Corporation or any
affiliate, that results in a substantial probability that the Corporation will
or may be required to pay such Additional Amounts, then the Corporation may, at
its option, redeem, in whole, but not in part, the
Designated Securities on not less than 30 nor more than 60 days’ prior notice,
at a redemption price equal to 100% of the principal amount of the relevant
Designated Securities, together with interest accrued but unpaid thereon to the
date fixed for redemption; provided that the Corporation determines, in its
business judgment, that the obligation to pay such Additional Amounts cannot be
avoided by the use of reasonable measures available to it, not including
substitution of the obligor under the Designated Securities. No redemption
pursuant to (2) above may be made unless the Corporation shall have received an
opinion of independent counsel to the effect that an act taken by a taxing
authority of the United States results in a substantial probability that it
will or may be required to pay Additional Amounts and the Corporation shall
have delivered to the Trustee a certificate, signed by a duly authorized
officer, stating that based on such opinion the Corporation is entitled to
redeem the Designated Securities pursuant to their terms.




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      10. The Corporation shall have no obligation to redeem, purchase or repay
the Designated Securities pursuant to any sinking fund or analogous provision
or at the option of the Holder thereof.


      11. The Designated Securities shall be issued in the form of one or more
definitive Global Securities in registered form and deposited with, or on
behalf of, the Depository Trust Company, New York (“DTC”), and registered in
the name of DTC’s nominee, provided that they will be issued in definitive form
only under certain circumstances. If any of Euroclear Bank, S.A./N.V., as
operator of the Euroclear System (“Euroclear”), Clearstream Banking Luxembourg
(“Clearstream”) or DTC notifies the Corporation that it is unwilling or unable
to continue as a clearing system in connection with the Global Securities or,
in the case of DTC only, DTC ceases to be a clearing agency registered under
the Securities Exchange Act of 1934, as amended, and in each case a successor
clearing system is not appointed by the Corporation within 90 days after
receiving such notice from Euroclear, Clearstream or DTC or on becoming aware
that DTC is no longer so registered, the Corporation will issue or cause to be
issued individual certificates in registered form on registration of transfer
of, or in exchange for, book-entry interests in the Designated Securities
represented by such Global Securities upon delivery of such Global Securities
for cancellation. In the event definitive Designated Securities are issued,
the Corporation will appoint a paying agent and transfer agent in Luxembourg.
The Corporation will publish the name of the Luxembourg paying agent and
transfer agent in Luxembourg. In the event definitive Designated Securities
are issued, the Holders thereof will be able to receive payments on the
Designated Securities and effect transfers of the Designated Securities at the
offices of the Luxembourg paying agent and transfer agent.


      12. The Corporation will, subject to the exceptions and limitations set
forth below, pay as additional interest on the Designated Securities such
Additional Amounts as are necessary in order that the net payment by the
Corporation or a paying agent of the principal of and interest on the
Designated Securities to a Holder who is a non-United States person (as defined
below), after deduction for any present or future tax, assessment or
governmental charge of the United States or a political subdivision or taxing
authority thereof or therein, imposed by withholding with respect to the
payment, will not be less than the amount provided in the Designated Securities
to be then due and payable; provided, however, that the foregoing obligation to
pay Additional Amounts shall not apply:



	 	(1)	 	to a tax, assessment or governmental charge that is imposed
or withheld solely by reason of the Holder, or a fiduciary, settlor,
beneficiary, member or shareholder of the Holder if the Holder is an
estate, trust, partnership or corporation, or a person holding a
power over an estate or trust administered by a fiduciary Holder,
being considered as:




			
	 	(a)	being or having been present or engaged in trade
or business in the United States or having or having had a
permanent establishment in the United States;



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	 	(b)	having a current or former relationship with the
United States, including a relationship as a citizen or
resident thereof;
	 
	 	(c)	being or having been a foreign or domestic
personal holding company, a passive foreign investment company
or a controlled foreign corporation with respect to the United
States or a corporation that has accumulated earnings to avoid
United States federal income tax; 
	 
	 	(d)	being or having been a “10-percent shareholder”
of the Corporation as defined in section 871 (h) (3) of the
United States Internal Revenue Code of 1986, as amended (the
“Code”), or any successor provision; or
	 
	 	(e)	being or having been a bank that acquired the Notes in
consideration of an extension of credit to the Corporation made
pursuant to a loan agreement entered into in the ordinary course of
business;




	 	(2)	 	to any Holder that is not the sole beneficial owner of the
Designated Securities, or a portion thereof, or that is a fiduciary
or partnership, but only to the extent that a beneficiary or settlor
with respect to the fiduciary or a beneficial owner or member of the
partnership would not have been entitled to the payment of an
Additional Amount had the beneficiary, settlor, beneficial owner or
member received directly its beneficial or distributive share of the
payment;
	 
	 	(3)	 	to a tax, assessment or governmental charge that is imposed
or withheld solely by reason of the failure of the Holder or any
other person to comply with certification, identification or
information reporting requirements concerning the nationality,
residence, identity or connection with the United States of the
Holder or beneficial owner of such Designated Securities, if
compliance is required by statute, by regulation of the United
States Treasury Department or by an applicable income tax treaty to
which the United States is a party as a precondition to exemption
from, or reduction of, such tax, assessment or other governmental
charge;
	 
	 	(4)	 	to a tax, assessment or governmental charge that is imposed
otherwise than by withholding by the Corporation or a paying agent
from the payment;
	 
	 	(5)	 	to a tax, assessment or governmental charge that is imposed
or withheld solely by reason of a change in law, regulation, or
administrative or judicial interpretation that becomes effective
more than 15 days after the payment becomes due or is duly provided
for, whichever occurs later;
	 
	 	(6)	 	to an estate, inheritance, gift, sales, excise, transfer,
wealth or personal property tax or a similar tax, assessment or
governmental charge;
	 
	 	(7)	 	to any tax, assessment or other governmental charge required
to be withheld by any paying agent from any payment of principal of
or interest on any Offered Security, if such payment can be made
without such withholding by any other paying agent; or



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	 	(8)	 	in the case of any combination of items (1), (2), (3), (4), (5), (6)
or (7) above.



      The Designated Securities are subject in all cases to any tax, fiscal or
other law or regulation or administrative or judicial interpretation applicable
thereto. Except as herein specifically provided, the Corporation will not be
required to make any payment with respect to any tax, assessment or
governmental charge imposed by any government or a political subdivision or
taxing authority thereof or therein.


      As used herein, the term “United States” means the United States of
America (including the States and the District of Columbia) and its
territories, its possessions and other areas subject to its jurisdiction.
“United States person” means (1) any individual who is a citizen or resident of
the United States, (2) a corporation, partnership or other entity created or
organized in or under the laws of the United States, (3) any estate the income
of which is subject to United States federal income taxation regardless of its
source or (4) any trust if a court within the United States is able to exercise
primary supervision over the administration of the trust and one or more United
States persons have the authority to control all substantial decisions of the
trust. Notwithstanding the preceding clause (4), to the extent
provided in the regulations, certain trusts in existence on August
20, 1996 are treated as United States persons prior to such date that
elect to continue to be so treated also shall be considered United
States persons.  As used herein, the term "non-United States person"
means a person who is not a United States person.


      13. The provisions of Article Twelve of the Indenture relating to
defeasance of Securities shall apply to the Designated Securities.


      14. The Corporation’s Luxembourg Stock Exchange listing agent shall be
Dexia Banque Internationale à Luxembourg société anonyme, 69 route d’Esch,
L-1470 Luxembourg. The Paying Agent and Transfer Agent for the Designated
Securities, in definitive form, shall be Dexia Banque Internationale à
Luxembourg société anonyme. In addition, so long as the Securities of any
series are listed on the Luxembourg Stock Exchange, the Corporation shall
maintain a Paying Agent and Transfer Agent for the Securities of such series in
Luxembourg.


      15. The Notes due 2006 shall be offered at an initial public offering
price equal to 99.875% of their principal amount, and in payment for the Notes
due 2006 the Corporation shall receive 99.525% of their principal amount
(99.875% of their principal amount less an underwriting discount of .350% to be
paid to the underwriters pursuant to the Underwriting Agreement).



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Attachment A-1

Unless and until it is exchanged in whole or in part for Securities in
definitive form, this Note may not be transferred except as a whole by (i) the
Depositary to a nominee of the Depositary, (ii) a nominee of the Depositary to
the Depositary or another nominee of the Depositary or (iii) the Depositary or
any such nominee to a successor Depositary or a nominee of such successor
Depositary. The Depositary Trust Company, a New York corporation (“DTC”),
shall act as the Depositary until a successor shall be appointed by the
Corporation and the Registrar. Unless this certificate is presented by an
authorized representative of DTC to the Corporation or its agent for
registration of transfer, exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or such other name as is requested by an
authorized representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an
interest herein.



DELPHI AUTOMOTIVE SYSTEMS CORPORATION




6.55% Notes Due 2006 CUSIP 247 126 AD 7



      DELPHI AUTOMOTIVE SYSTEMS CORPORATION, a Delaware corporation (the
“Corporation”), for value received, hereby promises to pay to Cede & Co., or
registered assigns, the principal sum of Five Hundred Million Dollars
($500,000,000) at the office or agency of the Corporation for such purpose in
the Borough of Manhattan, the City of New York, on June 5, 2006, in such coin
or currency of the United States of America as at the time of payment shall be
legal tender for the payment of public and private debts, and to pay interest
on said principal sum at the rate of 6.55% per annum at the office or agency of
the Corporation in the Borough of Manhattan, the City of New York, in like coin
or currency from the fifteenth day of June or December, as the case may be, to
which interest on the 6.55% Notes Due June 15, 2006 (the “Notes”) has been paid
preceding the date hereof (unless the date hereof is June 15 or December 15 to
which interest has been paid, in which case from the date hereof, or unless no
interest has been paid on the Notes since the original issuance of the Notes,
in which case from June 5, 2001), semi-annually on June 15 and December 15,
until payment of said principal sum has been made or duly provided for.
Notwithstanding the foregoing, if the date hereof is after June 1 or December
1, as the case may be, and before the following June 15 or December 15, and if
no default in the payment of interest on this Note shall have occurred and be
continuing on the date of this Note, this Note shall bear interest from such
June 15 or December 15, provided, however, that if the Corporation shall
default in the payment of interest due on such June 15 or December 15, then
this Note shall bear interest from the next preceding June 15 or December 15,
to which interest has been paid. The interest so payable on any June 15 or
December 15 will, subject to certain exceptions provided in the Indenture
referred to below, be paid to the person in whose name this Note is registered
at the close of business on the first day of the calendar month in
which such payment date occurs at the office or agency of the Corporation
maintained for



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that purpose in the Borough of Manhattan, the City of New York;
at the option of the Corporation, interest may be paid by check to the
registered holder hereof entitled thereto at his, her or its last address as it
appears on the registry books, or by wire transfer of immediately available
funds if the registered Holder hereof holds U.S. $10,000,000 or more in
aggregate principal amount and sends wire transfer instructions to the Trustee
as required in the Indenture, and principal may be paid by check to the
registered Holder hereof or other person entitled thereto against surrender of
this Note.


This is one of two Global Notes, which together, represent all of the Corporation’s 6.55% Notes Due  2006
limited in aggregate principal amount to $500,000,000, and is one of a duly
authorized issue of debentures, notes, bonds or other evidences of indebtedness
of the Corporation (the “Securities”), all issued or to be issued under and
pursuant to an Indenture dated as of April 28, 1999 (the “Indenture”), duly
executed and delivered by the Corporation to Bank One Trust Company, N.A., as
successor in interest to The First National Bank of Chicago, Trustee (the
“Trustee”), to which the Indenture and any indentures supplemental thereto
reference is hereby made for a description of the rights, limitations of
rights, obligations, duties and immunities thereunder of the Trustee, the
Corporation and the Holders of the Securities. The Securities may be issued in
one or more series, which different series may be issued in various aggregate
principal amounts, may mature at different times, may bear interest (if any) at
different rates, may be subject to different redemption provisions (if any),
and may otherwise vary as provided in the Indenture. The terms of the Notes
due 2006 are set forth in a set of resolutions of the Debt Finance Committee of
the Board of Directors of the Corporation dated May 31, 2001 (the
“Resolutions”).


Initially, the Trustee will act as Paying Agent and Registrar.


The Corporation will, subject to the exceptions and limitations set forth
below, pay as additional interest on this Note such Additional Amounts as are
necessary in order that the net payment by the Corporation or a paying agent of
the principal of and interest on this Note to a Holder who is a non-United
States person (as defined below), after deduction for any present or future
tax, assessment or governmental charge of the United States or a political
subdivision or taxing authority thereof or therein, imposed by withholding with
respect to the payment, will not be less than the amount provided in this Note
to be then due and payable; provided, however, that the foregoing obligation to
pay Additional Amounts shall not apply:



	 	(1)	 	to a tax, assessment or governmental charge that is imposed
or withheld solely by reason of the Holder, or a fiduciary, settlor,
beneficiary, member or shareholder of the Holder if the Holder is an
estate, trust, partnership or corporation, or a person holding a
power over an estate or trust administered by a fiduciary Holder,
being considered as:




			
	 	(a)	being or having been present or engaged in trade
or business in the United States or having or having had a
permanent establishment in the United States;




			
	 	(b)	having a current or former relationship with the
United States, including a relationship as a citizen or
resident thereof;



-8-











			
	 	(c)	being or having been a foreign or domestic
personal holding company, a passive foreign investment company
or a controlled foreign corporation with respect to the United
States or a corporation that has accumulated earnings to avoid
United States federal income tax; 




			
	 	(d)	being or having been a “10-percent shareholder”
of the Corporation as defined in section 871 (h) (3) of the
United States Internal Revenue Code of 1986, as amended (the
“Code”), or any successor provision; or





			
	 	(e)	being or having been a bank that acquired the Notes in consideration
of an extension of credit to the Corporation made pursuant to a loan agreement
entered into in the ordinary course of business;
















	 	(2)	 	to any Holder that is not the sole beneficial owner of this
Note, or a portion hereof, or that is a fiduciary or partnership,
but only to the extent that a beneficiary or settlor with respect to
the fiduciary or a beneficial owner or member of the partnership
would not have been entitled to the payment of an Additional Amount
had the beneficiary, settlor, beneficial owner or member received
directly its beneficial or distributive share of the payment;
	 
	 	(3)	 	to a tax, assessment or governmental charge that is imposed
or withheld solely by reason of the failure of the Holder or any
other person to comply with certification, identification or
information reporting requirements concerning the nationality,
residence, identity or connection with the United States of the
Holder or beneficial owner of this Note, if compliance is required
by statute, by regulation of the United States Treasury Department
or by an applicable income tax treaty to which the United States is
a party as a precondition to exemption from, or reduction of, such
tax, assessment or other governmental charge;
	 
	 	(4)	 	to a tax, assessment or governmental charge that is imposed
otherwise than by withholding by the Corporation or a paying agent
from the payment;
	 
	 	(5)	 	to a tax, assessment or governmental charge that is imposed
or withheld solely by reason of a change in law, regulation, or
administrative or judicial interpretation that becomes effective
more than 15 days after the payment becomes due or is duly provided
for, whichever occurs later;
	 
	 	(6)	 	to an estate, inheritance, gift, sales, excise, transfer,
wealth or personal property tax or a similar tax, assessment or
governmental charge;
	 
	 	(7)	 	to any tax, assessment or other governmental charge required
to be withheld by any paying agent from any payment of principal of
or interest on the Notes, if such payment can be made without such
withholding by any other paying agent; or
	 
	 	(8)	 	in the case of any combination of items (1), (2), (3), (4), (5), (6)
or (7) above.



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      This Note is subject in all cases to any tax, fiscal or other law or
regulation or administrative or judicial interpretation applicable thereto.
Except as herein specifically provided, the Corporation will not be required to
make any payment with respect to any tax, assessment or governmental charge
imposed by any government or a political subdivision or taxing authority
thereof or therein.


      As used herein, the term “United States” means the United States of
America (including the States and the District of Columbia) and its
territories, its possessions and other areas subject to its jurisdiction.
“United States person” means (1) any individual who is a citizen or resident of
the United States, (2) a corporation, partnership or other entity created or
organized in or under the laws of the United States, (3) any estate the income
of which is subject to United States federal income taxation regardless of its
source or (4) any trust if a court within the United States is able to exercise
primary supervision over the administration of the trust and one or more United
States persons have the authority to control all substantial decisions of the
trust. Notwithstanding the preceding clause (4), to the extent provided in the
regulations, certain trusts in existence on August 20, 1996 are treated as United States
persons prior to such date that elect to continue to be so treated also shall be
considered United States Persons. As used herein, the term “non-United States person”
means a person who is not a United States person.


In case an Event of Default, as defined in the Indenture, with respect to the
Notes shall have occurred and be continuing, the principal hereof may be
declared, and upon such declaration shall become, due and payable in the
manner, with the effect and subject to the conditions provided in the
Indenture.


The Indenture contains provisions permitting the Corporation and the Trustee to
execute a supplemental indenture to add any provisions to, change in any manner
or eliminate any provisions of, the Indenture or any existing supplemental
indenture, or to modity the rights of the Holders of the Securities issued
under either such Indenture or existing supplemental indenture, with the
consent of the Holders of not less than a majority in principal amount of the
Securities of all series at the time Outstanding that are affected by the
supplemental indenture to be executed (voting as one class) if the supplemental
Indenture to be executed does not:



		
	 	(i) (a) change the fixed maturity of any Securities, (b) reduce their
principal amount or premium, if any, (c) reduce the rate or extend the
time of payment of interest or any additional amounts payable on the debt
securities, (d) reduce the amount due and payable upon acceleration of
the maturity of the Securities or the amount provable in bankruptcy or
(e) make the principal of, or any interest, premium or additional amounts
on, any Security payable in a coin or currency different from that
provided in the Security,
	 
	 	(ii) impair the right to initiate suit for the enforcement of any such
payment on or after the stated maturity of the Securities, or
	 
	 	(iii) reduce the requirement, stated above, for the consent of the
Holders of the Securities to any modification described above, or the
percentage required for the consent of the Holders to waive defaults,
without the consent of the Holder of each Security so affected.



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The Indenture also contains provisions permitting the Corporation and the
Trustee to execute supplemental indentures without the consent of the Holders
of the Securities to (a) evidence the assumption by a successor corporation of
the obligations of the Corporation, (b) add covenants for the protection of the
Holders of the Securities, (c) add or change any of the provisions of the
Indenture to permit or facilitate the issuance of Securities of any series in
bearer form and to provide for the exchange of Securities in bearer form with
registered Securities, (d) cure any ambiguity or correct any inconsistency in
the Indenture or in a supplemental indenture, (e) transfer, assign, mortgage or
pledge any property to or with the Trustee, (f) establish the form or terms of
Securities of any series as permitted by the terms of the Indenture, (g)
evidence the acceptance of appointment by a successor trustee and (h) change or
eliminate provisions of the Indenture where the changes or eliminations do not
apply to any Security outstanding and become effective only when there is no
Security outstanding of a series created before the execution of the
supplemental indenture that is entitled to the benefit of the provision being
changed or eliminated.


No reference herein to the Indenture and no provision of this Note or of the
Indenture shall alter or impair the obligation of the Corporation, which is
absolute and unconditional, to pay the principal of and interest on this Note
at the place, at the respective times, at the rate, and in the coin or
currency, herein prescribed.


The Notes may be redeemed in whole at any time or in part from time to time, at
the option of the Corporation, at a redemption price equal to the greater of
(1) 100% of the principal amount of the Notes to be redeemed, and (2) the sum
of the present values of the remaining scheduled payments of principal and
interest thereon discounted to the date of redemption on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the applicable
Treasury Rate plus 25 basis points, plus accrued and unpaid interest thereon
to the redemption date.



		
	 	“Treasury Rate” means, with respect to any redemption date, (1) the
yield, under the heading which represents the average for the immediately
preceding week, appearing in the most recently published statistical
release designated “H.15(519)” or any successor publication which is
published weekly by the Board of Governors of the Federal Reserve System
and which establishes yields on actively traded United States Treasury
securities adjusted to constant maturity under the caption “Treasury
Constant Maturities,” for the maturity corresponding to the Comparable
Treasury Issue (if no maturity is within three months before or after the
Remaining Life, yields for the two published maturities most closely
corresponding to the Comparable Treasury Issue will be determined and the
Treasury Rate will be interpolated or extrapolated from such yields on a
straight line basis, rounding to the nearest month) or (2) if such
release (or any successor release) is not published during the week
preceding the calculation date or does not contain such yields, the rate
per annum equal to the semi-annual equivalent yield-to-maturity of the
Comparable Treasury Issue, calculated using a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount) equal
to the Comparable Treasury Price of such redemption date. The Treasury
Rate will be calculated on the third Business Day preceding the
redemption date.



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	 	“Business Day” means any calendar day that is not a Saturday, Sunday or
legal holiday in New York, New York and on which commercial banks are
open for business in New York, New York.
	 
	 	“Comparable Treasury Issue” means the United States Treasury security
selected by an Independent Investment Banker as having a maturity
comparable to the remaining term (“Remaining Life”) of the Notes to be
redeemed that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the remaining term of
such Notes.
	 
	 	“Independent Investment Banker” means either Bear, Stearns & Co. Inc. or
Credit Suisse First Boston Corporation, and their respective successors,
or, if both firms are unwilling or unable to select the Comparable
Treasury Issue, an independent investment banking institution of national
standing appointed by the Trustee after consultation with the
Corporation.
	 
	 	“Comparable Treasury Price” means (1) the average of five Reference
Treasury Dealer Quotations for such redemption date, after excluding the
highest and lowest Reference Treasury Dealer Quotations, or (2) if the
Independent Investment Banker obtains fewer than five such Reference
Treasury Dealer Quotations, the average of all such quotations.
	 
	 	“Reference Treasury Dealer” means (1) Bear, Stearns & Co. Inc. and Credit
Suisse First Boston Corporation, and their respective successors,
provided, however, that if any of the foregoing shall cease to be a
primary U.S. government securities dealer in New York City (a “Primary
Treasury Dealer”), the Corporation will substitute for such underwriter
another Primary Treasury Dealer and (2) any other Primary Treasury Dealer
selected by the Independent Investment Banker after consultation with the
Corporation.
	 
	 	“The Reference Treasury Dealer Quotations” means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as
determined by the Independent Investment Banker, of the bid and asked
prices for the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) quoted in writing to the Independent
Investment Banker at 5:00 p.m., New York City time, on the third Business
Day preceding such redemption date.



      If (1) as a result of any change in, or amendment to, the laws (or any
regulations or rulings promulgated thereunder) of the United States (or any
political subdivision or taxing authority thereof or therein), or any change
in, or amendments to, the official position regarding the application or
interpretation of such laws, regulations or rulings, which change or amendment
is announced or becomes effective on or after the date of the Resolutions, the
Corporation becomes or will become obligated to pay Additional Amounts or (2)
any act is taken by a taxing authority of the United States on or after the
date of the Resolutions, whether or not such act is taken with respect to the
Corporation or any affiliate, that results in a substantial probability that
the Corporation will or may be required to pay such Additional Amounts, then
the Corporation may, at its option, redeem, in whole, but not in part, the
Notes on not less than 30 nor more than 60 days’ prior notice, at a redemption
price equal to 100% of their principal amount, together


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with interest accrued
but unpaid thereon to the date fixed for redemption; provided that the
Corporation determines, in its business judgment, that the obligation to pay
such additional amounts cannot be avoided by the use of reasonable measures
available to it, not including substitution of the obligor under the Notes. No
redemption pursuant to (2) above may be made unless the Corporation shall have
received an opinion of independent counsel to the effect that an act taken by a
taxing authority of the United States results in a substantial probability that
it will or may be required to pay Additional Amounts and the Corporation shall
have delivered to the Trustee a certificate, signed by a duly authorized
officer, stating that based on such opinion the Corporation is entitled to
redeem the Notes pursuant to their terms.


Upon due presentment for registration of transfer of this Note at the office or
agency designated and maintained by the Corporation for such purpose in the
Borough of Manhattan, The City of New York, pursuant to the provisions of the
Indenture, a new Note for an equal aggregate principal amount will be issued to
the transferee in exchange therefor, subject to the limitations provided in the
Indenture, without charge except for any tax or other governmental charge
imposed in connection therewith.


The Corporation, the Trustee and any authorized agent of the Corporation or the
Trustee may deem and treat the Holder in whose name this Note is registered as
the absolute owner of this Note (whether or not this Note shall be overdue) for
the purpose of receiving payment of, or on account of, the principal hereof and
premium, if any, and subject to the provisions contained herein, interest
hereon, and for all other purposes, and neither the Corporation nor the Trustee
nor any authorized agent of the Corporation or the Trustee shall be affected by
any notice to the contrary. Notes so issued in definitive form will be issued
as registered Notes without coupons in denominations of $1,000 and integral
multiples of $1,000.


No recourse under or upon any obligation, covenant or agreement of the
Corporation in the Indenture or any indenture supplemental thereto or in any
Note, or because of the creation of any indebtedness represented thereby, shall
be had against any past, present or future incorporator, stockholder, officer
or director, as such, of the Corporation or of any successor entity, either
directly or through the Corporation or any successor entity, under any rule of
law, statute or constitutional provision or by the enforcement of any
assessment or by any legal or equitable proceeding or otherwise, all such
liability being expressly waived and released by the acceptance hereof and as
part of the consideration for the issue hereof.


The Corporation shall have no obligation to redeem, purchase or repay this Note
pursuant to any sinking fund or analogous provision or at the option of the
Holder hereof.


At the option of the Corporation and upon satisfaction of certain conditions
specified in the Indenture, either (a) the Corporation shall be deemed to have
paid and discharged the entire indebtedness on the Notes or (b) the Corporation
shall cease to be under any obligation to comply with any term, provision,
condition or covenant contained in the Indenture, in each case upon the deposit
by the Corporation with the Trustee in trust for the Holders of the Notes of an
amount of funds or obligations issued or guaranteed by the United States of
America sufficient to pay and discharge upon the stated maturity thereof the
entire indebtedness evidenced by the Notes, all as provided in the Indenture.



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Pursuant to a recommendation promulgated by the Committee on Uniform Security
Identification Procedures, the Corporation has caused a CUSIP number to be
printed on this Note as a convenience to the Holders of this Note. No
representation is made as to the accuracy of such number as printed on this
Note and reliance may be placed only on the other identification numbers
printed hereon.


Terms used herein which are defined in the Indenture shall have the respective
meanings assigned thereto in the Indenture.


This Note shall not be valid or become obligatory for any purpose until the
certificate of authentication hereon shall have been signed by the Trustee in
accordance with the Indenture.


WITNESS THE SEAL OF THE CORPORATION AND THE SIGNATURES OF ITS DULY AUTHORIZED
OFFICERS.



	 	 	 
	
		DELPHI AUTOMOTIVE SYSTEMS CORPORATION

	
	
	
	

	
	
	
	

	
	
	
	

	
	
	
	

	
	
	
	



	Dated: June 5, 2001
		

By:

     Name: John G. Blahnik

     Title: Vice President and Treasurer

	
	
	
	

	
	
	
	

	
	
	
	

	[SEAL]
		
By:

     Name: Diane L. Kaye

     Title: Secretary




TRUSTEE’S CERTIFICATE OF AUTHENTICATION


THIS IS ONE OF THE SECURITIES OF THE

SERIES DESIGNATED THEREIN REFERRED TO

IN THE WITHIN-MENTIONED INDENTURE.


BANK ONE TRUST COMPANY, N.A., AS SUCCESSOR

IN INTEREST TO THE FIRST NATIONAL BANK OF CHICAGO,

AS TRUSTEE


By:


      Authorized Signatory


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FOR VALUE RECEIVED the undersigned hereby sells,

assigns and transfers unto




PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE



Please print or typewrite name and address including postal zip code of
assignee


the within Note of DELPHI AUTOMOTIVE SYSTEMS CORPORATION and hereby irrevocably
constitutes and appoints


                  attorney to transfer said Note on the books of the within-named
Corporation, with full power of substitution in the premises.


Dated:



SIGN HERE




	 	 
		NOTICE: THE SIGNATURE OF THIS ASSIGNMENT

MUST CORRESPOND WITH THE NAME AS WRITTEN

UPON THE FACE OF THE WITHIN INSTRUMENT IN

EVERY PARTICULAR WITHOUT ALTERATION OR

ENLARGEMENT OR ANY CHANGE WHATEVER
	 
		SIGNATURE GUARANTEED





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