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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

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No fee required.

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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1)

Title of each class of securities to which transaction applies:

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(2)

Aggregate number of securities to which transaction applies:

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(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

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(4)

Proposed maximum aggregate value of transaction:

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(5)

Total fee paid:

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Fee paid previously with preliminary materials.

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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.

(1)

Amount Previously Paid:

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(2)

Form, Schedule or Registration Statement:

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(3)

Filing Party:

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(4)

Date Filed:

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over the Internet,

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over the telephone by calling the toll-free number identified on the attached proxy card, or

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by completing and mailing the enclosed proxy card.

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(1)

by notifying Delphi’s secretary in writing;

(2)

by submitting another proxy via the Internet, by telephone, or by mail that is received later and, if by mail, that is properly signed; or

(3)

by voting in person at the meeting.

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your shares will not be voted for the following plans:

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the Delphi Personal Savings Plan for Hourly-Rate Employees in the United States;

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the General Motors Canadian Savings-Stock Purchase Program;

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the General Motors Personal Savings Plan for Hourly-Rate Employees in the United States;

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the Saturn Individual Savings Plan for Represented Members; and

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the GMAC Mortgage Corporation Savings Incentive Plan.

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your shares will be voted in the same ratio as the shares with respect to which the trustee is instructed for the following plans:

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the Delphi Automotive Systems Corporation Savings-Stock Purchase Program for Salaried Employees in the United States;

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the General Motors Savings-Stock Purchase Program for Salaried Employees in the United States;

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the ASEC Manufacturing Savings Plan; and

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the Delphi Mechatronic Systems Savings-Stock Purchase Program.

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Pills adversely affect shareholder value.

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Shareholder right to vote on poison pill resolutions achieved 60% APPROVAL from shareholders in 1999.

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The Council of Institutional Investors

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Vehicle production was lower in the first quarter than during the same 2000 period—both domestically and world-wide.

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In addition demand for auto replacement parts has weakened.

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Earnings in 2001 should fall far below last year’s $1.94 to $0.70 per share.

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1)

The voting of all proxies, consents or authorizations will be secret. No such document shall be available for examination, nor shall the vote or identity of any shareholder be disclosed except to the extent necessary to meet the legal requirements, if any, of the Company’s state of incorporation; and

2)

Independent election inspectors shall conduct the receipt, certification and tabulation of such votes.

1)

Shareholders would feel free to question or challenge management nominees and management positions on specific ballot items if they are protected by the confidentiality of the ballot box. This is especially important for professional money managers whose business relationships can be jeopardized by their voting positions.

2)

To invigorate the corporate governance process at the highest level of the company. We believe that shareholder input should be encouraged and that shareholders be empowered with a free and confidential vote. Thus shareholders could have greater input to encourage the nomination of the most qualified director candidates and exercise greater independence to evaluate management and shareholder proposals.

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(1)

Except as otherwise indicated in the table, the business address of the beneficial owners is c/o Delphi Automotive Systems Corporation, 5725 Delphi Drive, Troy, MI 48098.

(2)

Includes shares:

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As to which the named person has sole voting and investment power,

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As to which the named person has shared voting and investment power with a spouse, or

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Which the named person holds in the Delphi Automotive Systems Corporation Savings-Stock Purchase Program for Salaried Employees in the United States.

(3)

Includes:

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Restricted stock units subject to a vesting schedule, forfeiture risk and other restrictions. The restricted stock units earn dividend equivalents at the same rate as dividends paid to stockholders.

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Phantom shares included in common stock units under the Delphi Benefit Equalization Plan-Savings. This is a non-qualified “excess benefit” plan that is exempt from ERISA and IRS code limitations and provides executives with full Delphi matching contributions without regard to limits imposed by the IRS code. Amounts credited under the plan are maintained in share units of Delphi common stock. After leaving Delphi, an employee may at any time choose to receive a complete distribution of amounts in the Benefit Equalization Plan, which will be in cash. Common stock units have no voting rights.

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Common stock units held by non-employee directors under Delphi’s Deferred Compensation Plan for Non-Employee Directors.

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Common stock units held under Delphi’s Deferred Compensation Plan for Executive Employees.

(4)

Based on a Schedule 13G dated February 6, 2002 filed by State Street Bank and Trust Company with the Securities and Exchange Commission. Represents shares held by State Street Bank and Trust Company as trustee for various Delphi employee benefit plans and in various other fiduciary capacities.

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$100,000 cash retainer and $200,000 in common stock units per year for the lead independent director;

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$55,000 cash retainer and $55,000 in common stock units per year for the other non-employee directors; and

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a fee of $5,000 per year for serving as chairman of a board committee (for other than the lead independent director).

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The Audit Committee has reviewed and discussed the annual audited and quarterly financial statements with management, in advance of the public release of operating results, and filing of annual or quarterly reports with the U.S. Securities and Exchange Commission;

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The Audit Committee has discussed with Deloitte & Touche LLP, our independent auditors, the matters required to be discussed by Statement on Auditing Standards No. 61, which include, among other items, matters related to the conduct of the audit of our financial statements;

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The Audit Committee has received the written disclosures and the letter from Deloitte & Touche LLP required by Independence Standards Board Standard No. 1, and has discussed with Deloitte & Touche LLP its independence from Delphi; and

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Based on the review and discussions referred to above, the Audit Committee has recommended to the Board of Directors that the audited financial statements be included in Delphi’s Annual Report on Form 10-K for the year ended December 31, 2001, for filing with the U.S. Securities and Exchange Commission.

Au

dit Committee

Joh

n D. Opie (Chairman)

Os

car P. Bernardes

Ro

bert H. Brust

Th

omas H. Wyman

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Sets specific, measurable goals to create value for the stockholders in both the short and long-term;

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Rewards executives when they have achieved the goals we have set;

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Motivates executives to improve the performance and profitability of Delphi overall and of each business sector to which an executive is assigned; and

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Adjusts each executive’s compensation to reflect his or her individual performance and contribution to Delphi.

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Base Salary

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Annual Incentives

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Long-Term Incentives

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Compensa

tion and Executive Development Committee

Vir

gis W. Colbert

Su

san A. McLaughlin

Th

omas H. Wyman (ex officio)

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(1)

This amount includes benefits from the use of corporate transportation in 2001 ($92,691 for Mr. Battenberg and $87,581 for Mr. Runkle.)

(2)

Shows value of restricted stock units on the date of grant. Under Delphi’s “Founders’ Grant” program, restricted stock units vest pro rata over four years from the date of grant but no restricted stock units are delivered until four years from the date of grant. Restricted stock units earn dividend equivalents at the same rate as dividends paid to stockholders. In 2001, dividends in the form of additional restricted stock units were paid on the restricted stock units held by the named executive officers as follows: J.T. Battenberg III—4,985; Donald L. Runkle—1,140; Alan S. Dawes—1,140; Rodney O’Neal—1,140; and David B. Wohleen—1,140.

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(3)

Reflects long-term incentive payouts as follows:

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Under the Delphi Automotive Systems Performance Achievement Plan: Performance Periods 1997-1999, 1997-2000, 1998-2000 and 1999-2001.

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Dividend equivalents were paid on unvested shares.

(4)

Includes matching contributions by Delphi under the Savings-Stock Purchase Plan and the values of certain credits provided to the named executive officers under the Benefit Equalization Plan-Savings, which are shown together in the “Savings Plans” column in the table below for 2001, and the value of the insurance premium paid by Delphi with respect to the Delphi Executive Split-Dollar Endorsement Plan, a life insurance policy for the benefit of Mr. Battenberg, which is shown in the “Imputed Income” column in the table below for 2001. Under the Benefit Equalization Plan, Delphi provides benefits substantially equal to benefits that could not be provided under the Savings-Stock Purchase Plan because of limitations under the Internal Revenue Code.

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(1)

These options were granted on January 2, 2001 and include both non-qualified and incentive stock options. The option grants become exercisable as follows:

(2)

The exercise price of the stock options is the average of the high and low selling prices as reported in the Wall Street Journal on the grant date.

(3)

These values were determined based on the Black-Scholes option pricing model. Calculation of the Grant Date Present Value was based on the following assumptions: Exercise of an option in the fifth year after its grant, price volatility of 40.98%, a risk free rate of return of 4.75% and a dividend yield of 1.76%. No adjustments were made for non-transferability. Our use of this model does not necessarily mean that we believe that this model accurately determines the value of options. The ultimate value of the options in this table depends upon each holder’s individual investment decisions and the actual performance of Delphi’s common stock.

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(1)

These year-end values represent the difference between the fair market value of Delphi’s common stock underlying options (based on the stock’s closing price on the New York Stock Exchange on December 31, 2001) and the exercise prices of the options. The closing price of Delphi’s common stock on the New York Stock Exchange on December 31, 2001 was $13.66. “In-the-money” means that the fair market value of the underlying stock is greater than the option’s exercise price on the valuation date.

(2)

Mr. Dawes exercised options prior to expiration in 2001 and 2002, increasing the number of Delphi shares directly held by him.

(1)

Incentive awards under the Delphi Automotive Systems Performance Achievement Plan are not currently denominated in shares, units or other rights.

(2)

Relates to payment of incentive awards under the Delphi Automotive Systems Performance Achievement Plan for performance during 2001 through 2003. If the threshold performance level is met or exceeded, the percentage of the incentive award that may be paid to participants will depend on the extent to which the established performance target for the three-year performance period is achieved, but will not exceed the maximum level. If the threshold performance level is not met, no awards will be paid.

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(1)

Average annual base salary means the average of the highest five years of base salary paid during the final ten calendar years of service preceding an executive’s retirement.

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Average annual total direct compensation means the sum of the average annual base salary and the average of the highest five annual incentive awards earned in respect of the final ten calendar years of service preceding an executive’s retirement.

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all of the participant’s unvested options will vest and become immediately exercisable in accordance with their terms;

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all of the participant’s unvested restricted stock units will vest and the company will deliver to the participant stock certificates and/or, at the participant’s option, cash in an amount equal to the value of the restricted stock units;

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all of the participant’s target awards, calculated based on the greater of 150% of the initial awards or 150% of the forecasted payout level at the time of the change in control, will be fully “funded” by the company contributing amounts equal to such awards to a “rabbi trust” and will thereafter be paid to the participant at the times contemplated by the plans under which the awards were made;

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any compensation previously deferred at the election of the participant, together with accrued interest or earnings, will be “funded” by the company contributing amounts equal to such deferrals and accrued interest or earnings to a rabbi trust, which amounts will be paid to the participant as previously directed by the participant;

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the company will contribute to a rabbi trust an amount equal to the present value of the Regular SERP Benefit or the Alternative SERP Benefit, which amount will be paid to the participant under the terms of the Supplemental Executive Retirement Program at the same time as his or her benefits under the Delphi Salaried Retirement Program are paid to him or her; if the participant does not become vested in his or her retirement benefit under the Delphi Salaried Retirement Program, then the present value of the Regular SERP Benefit or the present value of the Alternative SERP Benefit will be paid to the participant within 30 days after his or her separation from service with the company; solely for purposes of calculating the Regular SERP Benefit and/or the Alternative SERP Benefit, the participant’s benefit under the Delphi Salaried Retirement Program will be calculated with additional year(s) of service equal to the multiplier (1, 2 or 3) described below and with the additional compensation paid as a result of such multiplier;

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a participant will be deemed fully vested in his or her benefit under any tax-qualified defined benefit plans of the company so that if he or she separates from service with the company before actually becoming vested in such benefits, the company will pay him or her an amount equal to the present value of his or her accrued benefits under such plans;

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a participant will be deemed fully vested in his or her benefit under any tax-qualified defined contribution plans of the company so that if he or she separates from service with the company before actually becoming vested in such benefits, the company will pay him or her an amount equal to the excess of his or her account balance under such plans over the vested account balance.

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the company terminates the participant’s employment other than “for cause,” i.e., for any reason other than the participant’s willful failure to perform substantially his or her duties or the conviction of the participant for a felony;

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the participant terminates his or her employment if, without his or her consent, (i) his or her salary and other compensation or benefits are reduced for reasons unrelated to the company’s or the participant’s performance, (ii) his or her responsibilities are negatively and materially changed, (iii) he or she must relocate his or her work location or residence more than 25 miles from its location as of the date of the change in control or (iv) the company fails to offer him or her a comparable position after the change in control;

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during the one-month period following the first anniversary of the change in control, the participant ceases to be employed by the company for any reason other than for cause.

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additional payments and benefits payable in the circumstances described above are:

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payment in cash of (i) the participant’s annual base salary through the termination date for work performed for which the participant has not yet been paid, together with accrued vacation pay and (ii) a multiple (either 1, 2 or 3) of the greater of (x) the participant’s annual base salary plus his or her target bonus, each for the year in which the change in control occurs, and (y) the participant’s annual base salary plus his or her target bonus, each for the year in which his or her employment is terminated;

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continuation by the company of the participant’s health and life insurance coverage for 36 months after the termination date;

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reimbursement from the company of up to $50,000 for expenses related to outplacement services;

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continued use of the participant’s company car and/or any applicable car allowance for one year after the termination date, plus payment by the company of any amounts necessary to offset any taxes incurred by the participant by reason of the company’s car-related payments;

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provision by the company of investment advisory services comparable to those services available to the participant as of the date of his or her change in control agreement, for two years after the termination date; and

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payment by the company of the participant’s legal fees resulting from any dispute resolution process entered into to enforce his or her change in control agreement, plus payment by the company of the gross-up amount necessary to offset any taxes incurred by the participant by reason of such payments by the company.

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Dia

ne L. Kaye

Sec

retary

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NOTICE OF  2002  ANNUAL MEETING  OF STOCKHOLDERS  AND  PROXY STATEMENT

4103-PS-2002

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