exv4w1



 



Exhibit 4.1



Terms of the Securities


DELPHI CORPORATION


July 22, 2003


6.50% Notes due 2013


     A new series of Securities is hereby established pursuant to Section 2.01
of the Indenture dated April 28, 1999 (the “Indenture”) between Delphi
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 6.50% Notes due 2013 shall be the “6.50% Notes
due 2013” (the “Notes due 2013” or the “Designated Securities”).


     3.     The limit upon the aggregate principal amount of the Notes due 2013
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 2013 shall be payable
shall be August 15, 2013.


     5.     The rate at which the Notes due 2013 shall bear interest shall be 6.50%
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 2013
shall be July 25, 2003 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 February 15 and
August 15 of each year, commencing February 15, 2004. The record dates for the
interest payable on the Notes due 2013 on any Interest Payment Date shall be
February 1 and August 1, as the case may be, next preceding such Interest
Payment Date.


     6.     The form of Security for each of the Notes due 2013, 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, if any, 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 of the series 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
35 basis points plus accrued and unpaid interest on the principal amount being
redeemed to the redemption date. For the avoidance of doubt, any calculation
of the remaining scheduled payments of principal and interest pursuant to
clause (2) of the preceding sentence shall not include interest accrued as of
the applicable 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.
	 
	 	 	“Independent Investment Banker” means either Barclays Capital Inc. or
Citigroup Global Markets Inc., 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.



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	 	 	“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) Barclays Capital Inc. and Citigroup
Global Markets Inc., 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 ask
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. Such a notice of redemption may not be given
earlier than 90 days prior to the next scheduled interest payment date on which
Delphi would be obliged to pay additional interest in respect of 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.


     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.


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     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, société
anonyme (“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;
	 
	 	(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; or



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	 	(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, or
any successor provision;




	 	(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, or
otherwise with respect to the status 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 or by an official interpretation or ruling promulgated
pursuant to any of the foregoing 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
	 
	 	(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


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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 and 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 2013 shall be offered at an initial public offering
price equal to 98.806% of their principal amount, and in payment for the Notes
due 2013 the Corporation shall receive 98.356% of their principal amount
(98.806% of their principal amount less an underwriting discount of .450% 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 CORPORATION


6.50% Notes due 2013 CUSIP 247126AE5


     DELPHI 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 August 15, 2013, 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 6.50% 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 15th day of February or August, as the case may be, to which interest on
the 6.50% Notes due August 15, 2013 (the “Notes”) has been paid preceding the
date hereof (unless the date hereof is February 15 or August 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 July 25, 2003), semiannually on February 15 and August 15,
until payment of said principal sum has been made or duly provided for.
Notwithstanding the foregoing, if the date hereof is after February 1 or August
1, as the case may be, and before the following February 15 or August 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
February 15 or August 15, provided, however, that if the Corporation shall
default in the payment of interest due on such February 15 or August 15, then
this Note shall bear interest from the next preceding February 15 or August 15,
to which interest has been paid. The interest so payable on any February 15 or
August 15 will, subject to certain exceptions provided in the Indenture
referred to below, be paid to the person in whose name this




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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
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 Global Note represents all of the Corporation’s 6.50% Notes due 2013
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 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
2013 are set forth in a set of resolutions of the Debt Finance Committee of the
Board of Directors of the Corporation dated July 22, 2003 (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;



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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; or
	 
	 	(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, or
any successor provision;




	 	(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, or
otherwise with respect to the status 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
or by an official interpretation or ruling promulgated pursuant to
any of the foregoing 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 and 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 modify 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 any interest or Additional Amounts
payable on the 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,
in the case of redemption, on or after the redemption date 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 any 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 35 basis points, plus accrued and unpaid interest thereon to
the redemption date. For the avoidance of doubt, any calculation of the
remaining scheduled payments of principal and interest pursuant to clause (2)
of the preceding sentence shall not include interest accrued as of the
applicable 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



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	 	(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 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 Barclays Capital Inc. or
Citigroup Global Markets Inc., 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) Barclays Capital Inc. and Citigroup
Global Markets Inc., 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 ask
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 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 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


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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 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.
Such a notice of redemption may not be given earlier than 90 days prior to the
next scheduled interest payment date on which Delphi would be obliged to pay
additional interest in respect of 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 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


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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.


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.



	 	 	 	 	 
	Dated: July 25, 2003	 	
	DELPHI CORPORATION
	 
	 	 	 	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 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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