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                                                                    EXHIBIT 10.5



                              AMENDED AND RESTATED
                            SERIES A PREFERRED STOCK
                               EXCHANGE AGREEMENT



         THIS AMENDED AND RESTATED EXCHANGE AGREEMENT (this "Agreement") is
entered into as of July 22, 2003, between DELPHI PROPERTIES, INC., a Maryland
corporation (the "Issuer") and DELPHI CORPORATION, a Delaware corporation
("Delphi").


                                    RECITALS


         A. The Issuer intends to sell to the public up to 12,000,000 shares of
the Issuer's Series A non-cumulative redeemable exchangeable preferred stock,
$25.00 liquidation preference per share (the "Series A preferred stock").



         B. The Series A preferred stock will be automatically exchangeable into
a like number of Series AA non-cumulative redeemable preferred stock of Delphi,
$25.00 liquidation preference per share (the "Exchange Stock"), under certain
circumstances described below.


         C. The parties hereto desire to ensure that, in the event of the
occurrence of circumstances requiring the automatic exchange of Series A
preferred stock into Exchange Stock, holders of Series A preferred stock will be
deemed to have tendered their shares of Series A preferred stock to Delphi, and
Delphi will be deemed to have exchanged Exchange Stock for Series A preferred
stock on a share-for-share basis.

                                    AGREEMENT

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby expressly acknowledged, the parties hereto,
intending to be legally bound, hereby agree as follows:

         1. Exchange of the Series A Preferred Stock. If at any time after the
issuance and sale of the Series A preferred stock:


         (i)      the Issuer fails to declare dividends on the Series A
                  preferred stock for any two quarterly dividend periods;



         (ii)     the mortgage notes due 2033, to be issued by Delphi to the
                  Issuer in connection with the public offering of the Series A
                  preferred stock (the "Mortgage Notes") mature or are prepaid
                  or the Issuer transfers (other than to Delphi Properties
                  Holdings, LLC) or liquidates any assets with respect to which
                  Delphi is the primary obligor or guarantor, and Delphi fails
                  to refinance such matured or prepaid Mortgage Notes or to
                  contribute or sell to the Issuer, within 90 days.


                  (a)      other mortgage notes;


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                  (b)      residential mortgage loans or commercial mortgage
                           loans, including participation interests in
                           residential or commercial mortgage loans;

                  (c)      mortgage-backed securities eligible to be held by
                           real estate investment trusts ("REITs"), as defined
                           in the U.S. Internal Revenue Code;

                  (d)      cash, cash items (which includes receivables) and
                           government securities, or

                  (e)      other real estate assets;


                  that will, in the judgment of the Issuer's Board of Directors,
                  yield investment income substantially similar to the matured
                  or prepaid Mortgage Notes or the transferred or liquidated
                  assets, as applicable, such that in all cases the Issuer's
                  aggregate investment income is expected, in the judgment of
                  the Issuer's Board of Directors, to be sufficient to enable us
                  to pay full dividends and meet all of our other payment
                  obligations on the Series A preferred stock, plus pay
                  reasonably anticipated expenses;


         (iv)     there is an event of default in respect of any of the Mortgage
                  Notes, as defined in the applicable Mortgage Note or any
                  assets for which Delphi is the primary obligor or guarantor;

         (v)      Delphi fails to remain at all times the primary obligor or
                  guarantor in respect of investments accounting for at least
                  two-thirds of the Issuer's investment income;

         (vi)     Delphi fails to maintain its long-term senior unsecured debt
                  ratings at or above "Ba2" from Moody's Investors Service Inc.
                  (or any successor thereto) and "BB" from Standard & Poor's
                  Ratings Services (or any successor thereto);

         (vii)    there is an acceleration of any debt of Delphi in a principal
                  amount in excess of $50 million;

         (viii)   (A) Delphi's board of directors passes a resolution
                  authorizing Delphi to (I) commence a voluntary case under any
                  applicable bankruptcy, insolvency or other similar law now or
                  hereafter in effect, or consents to the entry of an order for
                  relief in an involuntary case under any such law, (II) consent
                  to the appointment of or taking possession by a receiver,
                  liquidator, assignee, custodian, trustee, sequestrator or
                  similar official of Delphi for all or substantially all of the
                  property and assets of Delphi or (III) effect any general
                  assignment for the benefit of creditors; or (B) (I) Delphi
                  ceases to pay its debts generally as such debts become due; or
                  (II) a custodian, other than a trustee, receiver, or agent
                  appointed or authorized to take charge of less than
                  substantially all of the property of Delphi for the purpose of
                  enforcing a lien against such property, shall be appointed or
                  take possession of all or substantially all of the property
                  and assets of Delphi. For the purposes of this subsection, all
                  terms used herein but not otherwise defined in this Agreement
                  shall have the meaning given to them in Title 11 of the United
                  States Code;


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         (ix)     the Issuer receives an opinion of counsel, rendered by a law
                  firm experienced in such matters, in form and substance
                  satisfactory to the Issuer, which states that there is more
                  than an insubstantial risk that the Issuer is or will be
                  considered an "investment company" that is required to be
                  registered under the Investment Company Act of 1940, as
                  amended (the "Investment Company Act"), as a result of the
                  occurrence of a change in law or regulation or a written
                  change in interpretation or application of law or regulation
                  by any legislative body, court, governmental agency, or
                  regulatory authority; or the Issuer is required by official
                  order or directive to be registered under the Investment
                  Company Act; or

         (x)      the Issuer fails to qualify, or to remain qualified, as a
                  REIT, whether because of a failure to distribute annually 90%
                  of the Issuer's REIT taxable income; the nature of the
                  Issuer's assets; the Issuer's manner of operation,
                  organization, capital structure or equity ownership; or other
                  factor; provided, however, that the automatic exchange in this
                  event will occur as of the date the Internal Revenue Service
                  officially determines that the Issuer will no longer qualify
                  as a REIT or upon the receipt by the Issuer of an opinion of
                  counsel, rendered by a law firm experienced in such matters,
                  in form and substance satisfactory to the Issuer, that the
                  Issuer will no longer qualify as a REIT and the Issuer does
                  not exercise its right to redeem the Series A preferred stock;

then

         (i)      any holder or holders of the Series A preferred stock shall
                  immediately, in accordance with procedures set forth in the
                  Articles of Incorporation of the Issuer, as amended, the
                  Certificate of Designations of Delphi relating to the Exchange
                  Stock (the "Certificate of Designations"), and this Agreement,
                  be deemed to have delivered such holder's or holders' Series A
                  preferred stock to Delphi in exchange (the "Exchange") for
                  Exchange Stock, on a one share for one share basis;

         (ii)     the Exchange Stock shall be deemed to have been, and shall
                  be, unconditionally issued and delivered to the holder or
                  holders of the Series A preferred stock;

         (iii)    holders of Series A preferred stock that is exchanged for the
                  Exchange Stock will be entitled to receive dividends on the
                  Exchange Stock received that are equivalent to the dividends
                  that, at the time of the Exchange, were declared and unpaid on
                  the Series A preferred stock, upon declaration by Delphi's
                  board of directors; and

         (iv)     upon the occurrence of the Exchange, all of the Series A
                  preferred stock shall be cancelled and shall cease to be
                  outstanding without any further action by the Issuer or the
                  holders thereof, all rights of holders of Series A preferred
                  stock as the Issuer's stockholders shall cease, and such
                  persons shall be, for all purposes, solely holders of Exchange
                  Stock. Unless and until certificates representing Exchange
                  Stock are delivered or in the event such replacement
                  certificates are not delivered, any certificates previously
                  representing the Series A preferred stock shall be deemed for
                  all purposes to represent Exchange Stock.

         2. Permitted Assignment. (i) In the event Delphi effects, or is the
subject of, a merger, consolidation, statutory share exchange, sale of assets or
other form of business combination, (a) in which Delphi is not the surviving,
resulting or receiving corporation thereof



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or (b) if Delphi is the surviving or resulting corporation, shares representing
a majority of Delphi's total voting power are either converted or exchanged into
securities of another person or into cash or other property (any such
transaction in either (a) or (b) being a "Business Combination"), then, at the
election of the Board of Directors of Delphi prior to the effectiveness of such
Business Combination, Delphi may assign, effective upon the consummation of such
Business Combination, all of its obligations and rights under this Agreement to
a Successor Entity (as defined below) that has Substitute Preferred Stock (as
defined below) and, as a result of such assignment, all references to Delphi and
Exchange Stock herein shall become and be deemed to be references to such
Successor Entity and to such Substitute Preferred Stock, respectively.
"Successor Entity" means a corporation designated by the Board of Directors of
Delphi (a) that is the surviving, resulting or receiving corporation, as
applicable, in any Business Combination, (b) the securities of which are
received in a Business Combination by some or all holders of Delphi voting
shares or (c) that the Board of Directors of Delphi determines to be an acquiror
of Delphi in a Business Combination. "Substitute Preferred Stock" means a class
or series of equity securities of a Successor Entity having the preferences,
limitations and relative rights in its articles or certificate of incorporation
or other constituent documents that are substantially similar to those set forth
in the Certificate of Designations establishing the Exchange Stock.

                  (ii) This Section 2 shall apply to any subsequent Business
Combination mutatis mutandis.

         3. Cancellation. The Issuer acknowledges and accepts hereby that upon
the occurrence of the Exchange, the Series A preferred stock will be cancelled
and no longer outstanding.

         4. Effectiveness. This agreement shall become effective at the time the
Certificate of Designations is filed with the Secretary of State of the State of
Delaware.

         5. Governing Law. This agreement shall be governed by and construed in
accordance with the laws of New York.

         6. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original as against any party whose
signature appears thereon and all of which together shall constitute one and the
same instrument. This Agreement shall become binding when one or more
counterparts hereof, individually or taken together, shall bear the signatures
of all of the parties reflected hereon as signatories.



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         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date set forth above.

                                        DELPHI CORPORATION


                                        By: /s/ John Blahnik
                                           ----------------------------
                                        Name: John Blahnik
                                        Title: Vice President and Treasurer


                                        DELPHI PROPERTIES, INC.


                                        By: /s/ John Blahnik
                                           ----------------------------
                                        Name: John Blahnik
                                        Title: Chief Executive Officer
                                               and President