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                                                                     EXHIBIT 4.2


                               DELPHI CORPORATION

               CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS
                                       OF
              NON-CUMULATIVE REDEEMABLE PREFERRED STOCK, SERIES AA

      Delphi Corporation, a corporation organized under the laws of the State of
Delaware (the "Corporation"), pursuant to Section 151 of the Delaware General
Corporation Law,
                              DOES HEREBY CERTIFY:

       FIRST, that the Corporation is duly incorporated and is in good
standing under the laws of the State of Delaware; and

      SECOND, the Board of Directors of the Corporation duly adopted, at a
meeting of the Board of Directors of the Corporation held on July 16, 2003, the
following resolutions:


                "RESOLVED, that the creation and authorization of 40,000,000
         shares of the Corporation's Series AA Preferred Stock, on terms to be
         set forth in a Certificate of Designations relating to the Series AA
         Preferred Stock (the "Certificate of Designations") is hereby
         authorized and approved, and that up to 20,000,000 shares of the Series
         AA Preferred Stock are hereby reserved for issuance in connection with
         the Offering".

         1. Dividends.


                  (a) The dividend rate for the Series AA Preferred Stock, when
and as authorized by the Corporation's board of directors out of the
Corporation's legally available assets, shall be [ ]% per annum of the
liquidation preference, which is $25 per share. If authorized and declared,
dividends on the Series AA Preferred Stock shall be payable quarterly in arrears
on [ ], [ ], [ ] and [ ] of each year, or, if any such day is not a business
day, on the next business day, commencing on the date that the Series AA
preferred stock is exchanged for shares of Non-Cumulative Redeemable
Exchangeable Preferred Securities, Series A, of Delphi Properties, Inc. (each
such quarter, a "Dividend Period"), and shall be payable to holders of record as
they appear on the Corporation's stock register on the relevant record dates,
which shall be on the first day of each month in which a dividend payment date
falls. Dividends payable on the Series AA Preferred Stock shall be computed on
the basis of a 360-day year consisting of twelve 30-day months. Holders of the
Series AA Preferred Stock that is received in exchange for shares of
Non-Cumulative Redeemable Preferred Securities, Series A, of Delphi Properties,
Inc. (the "REIT Preferred Stock") shall be entitled to receive dividends on the
Series AA Preferred Stock that are equivalent to dividends that were authorized,
declared and unpaid in respect of the REIT Preferred Stock at the time of the
exchange, upon declaration by the Corporation's Board of Directors.


                  (b) Dividends shall be non-cumulative. If the Corporation's
Board of Directors does not authorize a dividend on the Series AA Preferred
Stock or authorizes less than a full dividend in respect of any Dividend Period,
the holders of the Series AA Preferred Stock shall have no right to receive any
dividend or a full dividend, as the case may be, for that Dividend Period, and
the Corporation shall have no obligation to pay a
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dividend or to pay full dividends with respect to the Series AA Preferred Stock
for that Dividend Period, whether or not dividends are declared and paid for any
future dividend period with respect to the Series AA Preferred Stock or the
common stock, par value $0.01 per share, of the Corporation (the "Common
Stock"). No interest shall be payable in respect of any dividend not declared or
paid for any Dividend Period. If full dividends on the Series AA Preferred Stock
for any Dividend Period shall not have been declared and paid, or declared and a
sum sufficient for the payment thereof shall not have been set apart for such
payments:

                  (i) no dividends shall be declared or paid or set aside for
         payment and no other distribution shall be declared or made or set
         aside for payment upon the Common Stock or any other of the
         Corporation's capital stock ranking junior to the Series AA Preferred
         Stock as to dividends or amounts upon liquidation for that Dividend
         Period, except by conversion into, or exchange for, other shares of the
         Corporation's capital stock ranking junior to the Series AA Preferred
         Stock as to dividends and amounts upon liquidation nor shall any monies
         be paid or made available for a sinking fund for redemption of any such
         stock; and

                  (ii) no Common Stock or any other of the Corporation's capital
         stock ranking junior to the Series AA Preferred Stock as to dividends
         or amounts upon liquidation shall be redeemed, purchased or otherwise
         acquired for any consideration.

                  (c) If dividends are not paid in full on, or a sum sufficient
for such full payment is not set apart for, the Series AA Preferred Stock and
any other parity stock, all dividends declared upon the Series AA Preferred
Stock and any other parity stock shall be declared pro rata.

         2. Liquidation Preference.

                  (a) In the event of the voluntary or involuntary liquidation,
dissolution, or winding up of the affairs of the Corporation, the holders of
Series AA Preferred Stock at the time outstanding shall be entitled to receive
liquidating distributions of $25 per share, plus in each case, the quarterly
declared but unpaid dividend to the date of liquidation, out of the assets of
the Corporation legally available for distribution to the Corporation's
shareholders, before any distribution of assets is made to holders of the Common
Stock or any of the Corporation's securities ranking junior to the Series AA
Preferred Stock, and subject to the rights of the holders of any class or series
of securities of the Corporation ranking senior to or at parity with the Series
AA Preferred Stock upon liquidation and the rights of the Corporation's
creditors. After payment of the full amount of the liquidating distributions to
which they are entitled, the holders of the Series AA Preferred Stock shall have
no right or claim to any of the Corporation's remaining assets. In the event
that, upon any liquidation, dissolution, or winding up, the Corporation's
available assets are insufficient to pay the amount of the liquidation
distributions on all outstanding Series AA Preferred Stock and the corresponding
amounts payable on any other securities of equal ranking, then the holders of
the Series AA Preferred Stock and any other securities of equal ranking shall
share ratably in any such distribution of assets in proportion to the full
liquidating distributions to which they would otherwise be respectively
entitled.

                  (b) For the purposes of this section, the Corporation's
consolidation or merger with or into any other entity, the consolidation or
merger of any other entity with or into the Corporation, or the sale,
conveyance, exchange or transfer (for cash, shares of stock, securities or other
consideration) of all or substantially all of the Corporation's property, assets
or business, shall not be deemed to constitute the liquidation, dissolution or
winding up of the Corporation.


         3. Voting Rights. So long as any shares of the Series AA Preferred
Stock are outstanding, the Corporation will not, without the consent or vote of
the holders of at least two-thirds of the outstanding shares of the Series AA
Preferred Stock, voting separately as a single class, authorize, create or
increase the authorized amount of or issue any class or series of equity
securities, or any warrants, options or other rights exercisable for or
convertible or exchangeable into any class or series of equity securities,
ranking senior to the Series AA Preferred Stock, either as to dividend rights or
rights on the Corporation's liquidation, dissolution or winding up.

         4. Redemption.


                  (a) The Series AA Preferred Stock shall not be redeemable by
the Corporation prior to [ ], 2011. Subject to the conditions described in (c)
below, the Series AA Preferred Stock shall be redeemable at the option of the
Corporation, in whole or in part, at any time or from time to time, out of funds
legally available




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therefor, on and after [ ], 2011 at a redemption price, payable in cash, of $25
per share of Series AA Preferred Stock, plus in each case an amount equal to
declared but unpaid dividends, if any, to the date of redemption. If fewer than
all of the shares of Series AA Preferred Stock are to be redeemed, the shares to
be redeemed shall be selected by lot or pro rata or in some other equitable
manner determined by the Corporation's Board of Directors, in its sole
discretion.



                  (b) The Series AA Preferred Stock is mandatorily redeemable
on         , 2043, at a redemption price, payable in cash, of $25 per share of
Series AA Preferred Stock plus an amount equal to declared but unpaid
dividends, if any, to the date of redemption.

                  (c) In the event that full dividends on the Series AA
preferred stock and any other series of stock ranking, as to dividends, on a
parity with the Series AA preferred stock have not been paid or declared and set
apart for payment in respect of the immediately preceding Dividend Period, the
Series AA preferred stock may not be redeemed in part and the Corporation may
not purchase or acquire shares of Series AA preferred stock or such other stock
otherwise than pursuant to a purchase or exchange offer made on the same terms
to all holders of shares of Series AA preferred stock and such other stock.



                  (d) Not more than 60 days and not less than 30 days prior to
the date established for such redemption by the Corporation's Board of Directors
(the "Redemption Date"), notice of the proposed redemption shall be mailed to
the holders of record of the Series AA Preferred Stock to be redeemed, such
notice to be addressed to each such stockholder at his last known address shown
on the records of the Corporation, and the time of mailing such notice shall be
deemed to be the time of the giving thereof. On or after the Redemption Date,
the Series AA Preferred Stock called for redemption shall automatically, and
without further action on the part of the holder thereof, be deemed to have been
redeemed and the former holder thereof shall thereupon only be entitled to
receive payment of the Redemption Price. If such notice of redemption shall have
been given as aforesaid, and if on or before the Redemption Date the funds
necessary for the redemption shall have been set aside so as to be available
therefore, then all rights with respect to the Series AA Preferred Stock so
called for redemption shall forthwith after such Redemption Date cease, except
the right of the holders to receive the Redemption Price, without interest. If
such notice of redemption of all or any part of the Series AA Preferred Stock
shall have been mailed as aforesaid and the Corporation shall thereafter deposit
money for the payment of the Redemption Price pursuant thereto with any bank or
trust Corporation (the "Depositary Corporation") selected by the Corporation's
Board of Directors for that purpose, to be applied to such redemption, then from
and after the making of such deposit, such Series AA Preferred Stock shall not
be deemed to be outstanding for any purpose, and the rights of the holders
thereof shall be limited to the rights to receive payment of the Redemption
Price, without interest but including any declared, but unpaid dividends to the
Redemption Date, from the Depositary Corporation, if applicable, upon
endorsement, if required, and surrender of the certificates therefore. The
Corporation shall be entitled to receive, from time to time, from the Depositary
Corporation, the interest, if any, allowed on such moneys deposited with it, and
the holders of any Series AA Preferred Stock so redeemed shall have no claim to
any such interest. Any moneys so deposited and remaining unclaimed at the end of
three years from the Redemption Date shall, if thereafter requested by
resolution of the Corporation's Board of Directors, be repaid to the
Corporation, and in the event of such repayment to the Corporation, such holders
of record of the Series AA Preferred Stock so redeemed which shall not have made
claim against such moneys prior to such repayment to the Corporation shall be
deemed to be unsecured creditors of the Corporation for an amount equivalent to
the amount deposited as stated above for the redemption of the Series AA
Preferred Stock and so repaid to the Corporation, but shall in no event be
entitled to any interest.



                  (e) Subject to the provisions hereof, the Corporation's Board
of Directors shall have the authority to prescribe from time to time the manner
in which the Series AA Preferred Stock shall be redeemed.




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         5. Conversion. The holders of the Series AA Preferred Stock shall not
have any rights to convert such shares into shares of any other class of capital
stock of the Corporation.

         6. Rank; Additional Stock. Notwithstanding anything set forth in the
Certificate of Incorporation of the Corporation or this Certificate of
Designations, Preferences and Rights to the contrary, the Board of Directors,
without the vote of the holders of the Series AA Preferred Stock, may authorize
and issue additional shares of Common Stock and/or other series of preferred
stock of the Corporation ranking, as to dividends and upon liquidation, junior
to or at parity with the Series AA Preferred Stock.

         7. Transfer Restrictions. The Series AA Preferred Stock is transferable
by any holder thereof, subject to applicable securities laws.

         8. Repurchase. Nothing contained herein shall limit the right of the
Corporation to purchase and sell Series AA Preferred Stock from time to time to
such extent, in such manner, and upon such terms as the Board of Directors may
determine; provided however, that the Corporation shall not use any of its funds
for any such purchase when there are reasonable grounds to believe that the
Corporation is, or by such purchase would be, rendered insolvent.

         9. Form. The Series AA Preferred Stock shall be issued and sold in
uncertificated form.


      IN WITNESS WHEREOF, Delphi Corporation has caused this certificate to be
signed by[ ], its [ ], and attested by [ ], its [ ], this [ ] day of [ ], 2003.

                                                 DELPHI CORPORATION


                                        By:
                                             -----------------------------------
                                             Name:
                                             Title:

                                                 ATTEST:

                                        By:
                                             -----------------------------------
                                             Name:
                                             Title:




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