**Exhibit 4(a)****AMENDMENT NO. 3 TO RIGHTS AGREEMENT**     AMENDMENT NO. 3 TO RIGHTS AGREEMENT, dated as of August 2, 2007 (this “Amendment”), tothe 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 DelphiAutomotive Systems Corporation (the “Company”) and The Bank of New York, as successor ininterest to EquiServe Trust Company, N.A., as successor in interest to BankBoston, N.A., as RightsAgent (the “Rights Agent”). Capitalized terms used herein and not otherwise defined shallhave 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 RightsAgreement 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 timesupplement 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-DAcquisition Holdings, LLC, a limited liability company formed under the laws of the State ofDelaware (“Appaloosa”), Harbinger Del-Auto Investment Company, Ltd., an exempted companyincorporated under in the Cayman Islands (“Harbinger”), Merrill Lynch, Pierce, Fenner &Smith, Incorporated, a Delaware corporation (“Merrill”) and UBS Securities LLC, a Delawarelimited liability company (“UBS”), Goldman, Sachs & Co., a New York limited liabilitycompany (“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 RightsAgreement, 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 RightsAgent hereby amend the Rights Agreement as follows:     Section 1. The definition of “Acquiring Person” set forth in Section 1(a) of theRights Agreement is hereby modified and amended to delete the following before the last sentence ofSection 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 CaymanIslands (“Harbinger”), Dolce Investments, LLC (“Cerberus”), a limited liabilitycompany 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 limitedliability company (“UBS”) (such parties and/or their respective affiliates, as applicable,
 

 
collectively, the “Investors”) or any ultimate purchaser or related purchasers inaccordance 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 asAnnex A, as it may be amended from time to time, or consummating the transactionscontemplated thereby, (ii) entering into the Equity Purchase and Commitment Agreement (the“EPCA”), as it may be amended from time to time, or consummating the transactionscontemplated thereby, (iii) entering into additional agreements (including, without limitation, anyagreement to resell any shares of Delphi Corporation purchased pursuant to the EPCA to any ultimatepurchaser or related parties in accordance with the EPCA or to otherwise cause such entities toacquire such shares in accordance with the ECPA) reflecting the transactions contemplated by thePFSA, the EPCA and the Summary of Terms of Preferred Stock (the “Term Sheet”), as they maybe amended from time to time, and consummating the transactions contemplated thereby, or (iv) anyagreement, arrangement or understanding among any of the Investors or among one or more Investorsand Delphi Corporation or its subsidiaries in furtherance of or pursuant to the PFSA, the EPCA orthe 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 CaymanIslands (“Harbinger”), Merrill Lynch, Pierce, Fenner & Smith, Incorporated, a Delawarecorporation (“Merrill”) and UBS Securities LLC, a Delaware limited liability company(“UBS”) Goldman, Sachs & Co., a New York limited liability company and Pardus DPH HoldingLLC, a Delaware limited liability company (such parties and/or their respective affiliates, asapplicable, collectively, the “Investors”) or any ultimate purchaser or related purchasersin accordance with the ECPA, shall be deemed to be an “Acquiring Person” solely as a resultof (i) entering into the Equity Purchase and Commitment Agreement (the “EPCA”) attachedhereto as Annex A, as it may be amended from time to time, or consummating the transactionscontemplated thereby, (ii) entering into additional agreements (including, without limitation, anyagreement to resell any shares of Delphi Corporation purchased pursuant to the EPCA to any ultimatepurchaser or related parties in accordance with the EPCA or to otherwise cause such entities toacquire such shares in accordance with the ECPA) reflecting the transactions contemplated by theEPCA and the Summary of Terms of Preferred Stock (the “Term Sheet”) attached hereto asAnnex B as they may be amended from time to time, and consummating the transactionscontemplated thereby, or (iii) any agreement, arrangement or understanding among any of theInvestors or among one or more Investors and Delphi Corporation or its subsidiaries in furtheranceof or pursuant to the EPCA or the Term Sheet, as they may be amended from time to time, and thetransactions contemplated thereby (each of (i), (ii), (iii) and (iv) being a “PermittedEvent”).”     Section 2. Exhibit B to the Rights Agreement, being the form of Rights Certificate, is herebyamended 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 Delawareand for all purposes shall be governed by and construed in accordance with the laws of such Stateapplicable 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 RightsAgreement 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 writtenabove have duly executed this Amendment.      DELPHI CORPORATION