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                                                                   EXHIBIT 10(w)

                  AMENDMENT NO. 1 EFFECTIVE AS OF JULY 1, 1999
                                       TO
                     EMPLOYMENT CONTRACT DATED 31 JULY 1997
                                 BY AND BETWEEN
                    DELPHI AUTOMOTIVE SYSTEMS LUXEMBOURG S.A.
                                       AND
                               JOSE MARIA ALAPONT


WHEREAS, Mr. Jose Maria Alapont (the "Employee") and Delphi Automotive Systems
Luxembourg S.A. (the "Company") entered into an Employment Contract dated 31
July 1997 (the "Agreement");

WHEREAS, in connection with the appointment of the Employee as the President of
Delphi Automotive Systems Europe, the Employee has been requested by the Company
to be temporarily detached from the Company in Luxembourg (the "Home Unit") to
Delphi Automotive Systems European Headquarters in Paris, France (the "Host
Unit");

WHEREAS, the Employee has accepted such appointment and has agreed to be
temporarily detached to Delphi Automotive Systems European Headquarters in
Paris, France; and

WHEREAS, the Company and the Employee wish to amend the Agreement in order to
set forth terms of the detachment of the Employee to the Host Unit and certain
other matters relating to the remuneration and employment of the Employee in his
new position.

NOW THEREFORE, in consideration of the mutual covenants set forth herein and for
other consideration, the receipt and sufficiency of which is hereby
acknowledged, the Employee and the Company hereby agree to as follows:

1.    APPOINTMENT AS PRESIDENT OF DELPHI AUTOMOTIVE SYSTEMS EUROPE

      Article 1 of the Agreement is hereby amended by deleting the last two
      sentences thereof and replacing them as follows:

      "The Employee will effective as of July 1, 1999 be the President of Delphi
      Automotive Systems Europe and will be based in Paris, France at Delphi's
      European Headquarters (the "Host Unit"). As a result of this new
      assignment, the Employee will be temporarily detached from the Company in
      Luxembourg (the "Home Unit") in accordance with Delphi policies in effect
      from time to time. The Employee consents to the temporary detachment from
      the Home Unit to the Host Unit."

2.    SALARY

      Article 4 of the Agreement is hereby amended by deleting the first
      sentence thereof and replacing it as follows:

      "Annual gross salary of the Employee will be Lfr 14,419,230."

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3.    ADDITIONAL PAYMENTS

      3.1.    13TH MONTH SALARY; VACATION

              Article 5(a) of the Agreement is hereby amended by deleting the
              first sentence thereof and replacing it as follows:

              "The gross annual salary will be paid at such times to Employee as
              is consistent with the payroll practices and policies of the Home
              Unit. Notwithstanding anything to the contrary contained in the
              Agreement, the Employee's vacation entitlement will be determined
              by the rules of the Home Unit. However, paid statutory holidays
              are determined by the rules of the Host Unit."

      3.2.    ANNUAL BONUS

              Article 5(b) of the Agreement is hereby amended by adding the
              following:

              "The Annual Bonus for 1999 and following years will be contained
              in a separate document sent to you by or on behalf of the Company
              from time to time. The Employee acknowledges and agrees that the
              Annual Bonus is not guaranteed and is based, inter alia, on the
              performance of Delphi and Employee's personal performance."

      3.3.    PERFORMANCE ACHIEVEMENT (PAP)

              Article 5(c) of the Agreement is hereby amended by adding the
              following:

              "The Performance Achievement (PAP) for years subsequent to 1999
              will be contained in a separate document sent to you by or on
              behalf of the Company from time to time. The Employee acknowledges
              and agrees that the Performance Achievement (PAP) is not
              guaranteed and is based, inter alia, on the performance of Delphi
              and Employee's personal performance."

      3.4.    STOCK OPTION GRANTS

              Article 5(d) of the Agreement is hereby amended by adding the
              following:

              "The Stock Option Grants for years subsequent to 1999 will be
              contained in a separate document sent to you by or on behalf of
              the Company from time to time. The Employee acknowledges and
              agrees that the Stock Option Grants are not guaranteed and are
              based, inter alia, on the performance of Delphi and Employee's
              personal performance."

      3.5.    BENEFITS AND ARRANGEMENTS

              Article 5(e) of the Agreement is hereby amended by adding the
              following:

              "Housing Allowance - For a three-year period commencing July 1,
              1999, the Employee will receive a monthly housing allowance of Lfr
              2,835,000. The housing allowance is payable in full to the
              Employee even if the monthly rental cost of the Employee's leased
              premises in Paris is less than the amount of the monthly housing
              allowance. The Employee consents to the Host Unit executing in the
              name of the Host Unit a lease for the Employee's leased premises
              in the Paris region and paying the lease payments directly to the
              landlord in the event that it is more tax efficient for French
              income tax purposes for the housing allowance to be paid in this
              manner. Such payment will not affect the Employee's entitlement to

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              the full amount of the monthly housing allowance as described in
              the second sentence of this clause (i)

      3.6.    TRAVEL HARDSHIP ALLOWANCE ("PRIME D'EXPATRIATION")

              Article 5 of the Agreement is hereby amended by adding a new
              Section 5(g) after Section 5(f):

              "(g) Travel Hardship Allowance (prime d'expatriation) Employee's
              temporary detachment from the Home Unit to the Host Unit will
              entail several assignments abroad (outside of France) in order for
              Employee to effectively fulfill his responsibilities as President
              of Delphi Automotive Systems Europe. In order to compensate
              Employee for the burden incurred as a result of the contemplated
              business travels outside of France, during the temporary
              detachment to the Host Unit Employee will receive a travel
              hardship allowance (prime d'expatriation) equal to FF 4,325,770 in
              the event that the Employee spends more than 90 work days outside
              of France. Following the end of the Employee's temporary
              detachment, the travel hardship allowance will terminate and the
              Home Unit shall either (i) implement a similar travel hardship
              allowance if permitted under Luxembourg law or (ii) take such
              steps to compensate the Employee for the loss of such allowance in
              the Employee's base salary as a result of the end of the temporary
              detachment."

4.    HOST UNIT HEALTHCARE PLAN

      Article 12 of the Agreement is hereby amended by adding the following at
      the end of such Article:

      "During the term of the Employee's temporary detachment, the Employee will
      be entitled to benefit under the Delphi Automotive Systems France
      healthcare plan specifically dedicated to European expatriates.

5.    CONSEQUENCES OF DETACHMENT

      5.1.    HOME UNIT SOCIAL SECURITY

              A new Article 15 will be added after Article 14 as follows:

              "ARTICLE 15 - HOME UNIT SOCIAL SECURITY Notwithstanding the
              temporary detachment from the Home Unit, the Employee will be
              maintained in the Luxembourg Social Security system. The Employee
              will continue to be responsible for paying employee's Social
              Security in Luxembourg. The Employee's Social Security
              contributions will be withheld from the Employee's home country
              deposit and will be paid therefrom by the Home Unit to the
              Luxembourg Social Security authority. The Company will continue to
              be responsible for paying employer's Social Security in
              Luxembourg. In order to implement the foregoing, the Home Unit has
              obtained a Form E101 for a one-year period ending June 30, 2000
              and the Home Unit will use its best efforts to renew this Form
              E101 until the earlier of (a) the duration of the Employee's
              temporary detachment to the Host Unit and (b) June 30, 2004."

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      5.2.    INCOME TAX EQUALIZATION

              A new Article 16 will be added after new Article 15 as follows

              "ARTICLE 16 - INCOME TAX EQUALIZATION

                    (a) Commencing July 1, 1999 and during the term of your
                    temporary detachment to the Host Unit, the Employee will
                    benefit from an income tax equalization process under which
                    a US "hypothetical" income tax will be calculated by
                    Deloitte & Touche as agent for the Host Unit and deducted
                    from the Employee's local pay at the Host Unit in accordance
                    with the rules and policies applicable to Delphi US ISPs in
                    effect from time to time as if the Employee's home unit was
                    the US ("US Tax Equalization"). The Host Unit will then, in
                    turn, pay all local income taxes due in respect of the
                    Employee. For the avoidance of doubt, the US Tax
                    Equalization will be solely for income tax purposes and not
                    for social security purposes. Consistent with applicable
                    Delphi rules and policies, US hypothetical tax will be
                    withheld on all monthly salary payments and other periodic
                    payments to the Employee and will be trued up annually.

                    (b) In addition to the US Tax Equalization described in
                    clause (a) above, the Employee will also be entitled to
                    benefit from income tax equalization for the period
                    commencing on the date the Employee began employment with
                    the Company until June 30, 1999.

                    (c) Notwithstanding anything to the contrary contained in
                    clauses (a) and (b) above, the Employee will not benefit
                    from US Tax Equalization in respect of: (i) all income
                    (including capital gains and losses) earned from any source
                    anywhere in the world for any period prior to the date on
                    which the Employee began employment with the Company, (ii)
                    any compensation received by the Employee from his former
                    employer in consideration of a non-competition undertaking
                    between the Employee and his former employer, and (iii) all
                    income earned from or capital gains or losses in respect of
                    stock options, stock appreciation rights, phantom stock or
                    other similar instruments or plans issued by, relating to or
                    linked to the equity of any company other than Delphi
                    Automotive Systems Corporation or General Motors
                    Corporation."

      5.3.    SENIORITY; REPATRIATION

              A new Article 17 will be added after Article 16 as follows:

              "ARTICLE 17 - SENIORITY; REPATRIATION The Employee's temporary
              detachment from the Home Unit will not result in the interruption
              of the Employee's seniority within the Home Unit. At the end of
              the Employee's temporary detachment, the Home Unit will be
              responsible for the Employee's repatriation."

      5.4.    NO ENTITLEMENT TO PROFIT SHARING

              A new Article 18 will be added after Article 17 as follows:

              "ARTICLE 18 - NO ENTITLEMENT TO PROFIT SHARING AND GAIN SHARING
              The Employee, since he is an unclassified employee, will not be
              entitled to receive any profit sharing premium related to the
              profits of the Host Unit or in any gain sharing premium of the
              Host Unit."


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6.    EFFECTIVENESS

       The amendments contained in this Amendment No. 1 shall amend the
       Agreement effective as of July 1, 1999. Except as expressly set forth in
       Articles 1 to 5 of this Amendment No. 1, all other provisions of the
       Agreement shall (a) continue in full force and effect and (b) not in any
       way be affected by this Amendment No. 1.

7.     VALIDITY

       If any provision of this Amendment No. 1 is determined to be void,
       illegal or unenforceable under the applicable governing law, the parties
       agree to replace any such void, illegal or unenforceable provision with a
       valid, legal and enforceable provision which corresponds as far as
       possible to the spirit and purpose of the void, illegal or unenforceable
       provision.

8.     SECTION HEADINGS

       Section headings and titles herein are for convenience of reference only
       and do not define or limit the provisions of this Agreement.

IN WITNESS WHEREOF, the Employee and the Company have executed this Amendment
No. 1 in multiple counterparts effective as of the date first above written.

DELPHI AUTOMOTIVE SYSTEMS LUXEMBOURG S.A.




By
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Title
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         Jose Maria Alapont


Approved:
DELPHI AUTOMOTIVE SYSTEMS CORPORATION




By
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Title
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