SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X] Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY
(AS PERMITTED BY RULE 14a-6(e)(2))
[_] Definitive Proxy Statement
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-12
Delphi Corporation
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(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):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] 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. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
-------------------------------------------------------------------------
[LOGO] DELPHI
Notice of DELPHI'S Annual Meeting
Four Points Sheraton
Milwaukee Airport
4747 Howell Avenue
Milwaukee, Wisconsin
Thursday, May 1, 2003, 8:00 am local time
In connection with the DELPHI CORPORATION 2003 Annual Meeting of Stockholders,
this e-mail describes how to access proxy materials and vote by proxy.
GENERAL INFORMATION
You received this e-mail because our records show that (1) you are an employee
of DELPHI CORPORATION who has regular access to the company's e-mail in the
ordinary course of performing your duties and are expected to log-on to e-mail
routinely to receive communications, or (2) you have expressly consented to
receive DELPHI CORPORATION communications and vote by proxy via the Internet.
You may have given this consent during a prior vote at ProxyVote.com.
This e-mail notification contains information specific to your holding in the
security identified below. If you have DELPHI CORPORATION shares in multiple
accounts, you will be receiving multiple e-mails representing your various
accounts. Each e-mail will include a separate CONTROL NUMBER. We urge you
to vote each account. Please read the instructions carefully before proceeding.
This is a NOTIFICATION of the:
DELPHI CORPORATION 2003 Annual Meeting of Stockholders.
RECORD DATE: March 3, 2003
MEETING DATE: May 1, 2003
CUSIP NUMBER: 247126A99
CONTROL NUMBER: 012345678901
You can enter your voting instructions and view the shareholder material at the
following Internet site:
http://www.proxyvote.com/0012345678901
For our secure site:
https://www.proxyvote.com/0012345678901
Note: If your e-mail software supports it, you can simply click on the
above link.
To access ProxyVote.com, you will need your four digit PIN:
- If you are an employee of DELPHI CORPORATION, your PIN is the last
four digits of your Social Security number.
- If you are a stockholder who consented to receive proxy materials
electronically, your PIN is the four digit number you selected at the
time of your enrollment.
- If you have forgotten your PIN number, please follow the instructions
on www.proxyvote.com
Internet voting is accepted up to 11:59 p.m. (ET) the day before the meeting
date.
To view the documents below, you may need Adobe Acrobat Reader. To download the
Adobe Reader, click the url address below:
http://www.adobe.com/products/acrobat/readstep2.html
The relevant supporting documentations can also be found at the following
Internet site(s):
ANNUAL REPORT
PROXY STATEMENT
To cancel or change your enrollment profile, please go to
http://www.icsdelivery.com/delphi
Please note that this year, you will receive a written meeting notification in
the mail explaining the time, date and location of the meeting.
There are no charges for this service. There may be costs associated with
electronic access, such as usage charges from Internet access providers and
telephone companies, which must be borne by the stockholder.
Please do not send any e-mail to ID@ProxyVote.com. Please REPLY to this e-mail
with any comments or questions about proxyvote.com. (Include the original text
and subject line of this message for identification purposes)
---------------------------------------
GENERIC BENEFICIAL
TELEPHONE PROXY VOTING SERVICE DIALOGUE
1-800-454-8683
---------------------------------------
Dialogue Type of
Number Dialogue Dialogue
------- -------- --------
1 Greeting 1 Hello. Thank you for calling the Telephone Proxy
Voting Service.
. Go to dialogue # 2.
2 Greeting 2 Press one if you are calling from a touch-tone
phone and have your Proxy Form in front of you.
. Enter '1'.
. Go to dialogue # 3.
. Enter invalid response. "Please call back when
you have your Proxy Form. Thank you for calling
the Telephone Proxy Voting Service. This
concludes your Transaction."
. Disconnect.
. When an invalid response of more than 1 digit
is entered, the caller is disconnected without
a message.
. Enter nothing. "Please call back when you have
your Proxy Form. Thank you for calling the
Telephone Proxy Voting Service. This concludes
your transaction."
. Disconnect
3 Let's Begin Let's begin
. Go to dialogue # 4.
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GENERIC BENEFICIAL
TELEPHONE PROXY VOTING SERVICE DIALOGUE
1-800-454-8683
================================================================================
DIALOGUE TYPE OF
NUMBER DIALOGUE DIALOGUE
------ -------- --------
4 Enter CN Please enter the twelve digit Control Number
located on the left side of the Proxy Form above
the directors.
. Enter 12 valid Control Number digit during or
after dialogue #s 3 & 4.
. Go to dialogue # 5.
. Enter 12 invalid Control Number digits during or
after dialogue #s 3 & 4. "Sorry, your Control
Number is invalid."
. Go to dialogue # 4.
- A third invalid attempt triggers the
'Sorry Problems' message and
disconnects-.
. Enter 1 to 11 invalid digits/characters during
or after dialogue #s 3 & 4. "Sorry, your input
was invalid."
. Go to dialogue # 4
- A third invalid attempt triggers the
'Sorry Problems' message and
disconnects-.
. Enter nothing. "I have not received your
response." OR "Sorry, your input was invalid."
. Go to dialogue # 4.
- A third no response triggers the
'Sorry Problems' message and
disconnects-.
5 Thank You Thank You.
When vote is in advance of the meeting date...
. Go to dialogue # 6.
OR
When vote is on the day of or passed the meeting
date...
"your vote cannot be accepted. It is the day of
the meeting or the vote is late."
. Go to dialogue # 4.
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GENERIC BENEFICIAL
TELEPHONE PROXY VOTING SERVICE DIALOGUE
1-800-454-8683
================================================================================
DIALOGUE TYPE OF
NUMBER DIALOGUE DIALOGUE
------ -------- --------
6 Accept Default If you elect to vote as the Board of Directors
recommends, press one. If you elect to vote on
directors and proposals individually, press two.
If you would like to be issued a legal proxy and
plan to attend the meeting and vote your shares
in person, press three.
. Enter '1'.
. Go to dialogue # 25.
. Enter '2'.
. Go to dialogue # 8.
. Enter '3'.
. Go to dialogue # 7.
. Enter nothing or an invalid response. "I have
not received your response ." OR "Sorry, your
input was invalid."
. Go to dialogue # 6.
- A third no response or invalid
response triggers the 'Sorry Problems'
message and disconnects-.
7 Mail Legal You have chosen to be sent a legal proxy through
Proxy the mail. To confirm the mailing of this proxy,
press one. To cancel your request for a mailed
proxy, press two.
. Enter '1'.
. Go to dialogue # 7A.
. Enter '2'.
. Go to dialogue # 8.
. Note: When a '2' is entered to cancel the
request for a mailed legal proxy, caller gets
dialogue # 8 (to vote for nominees). Shouldn't
caller return to dialogue # 6 to start over?
. Enter nothing or an invalid response. "I have
not received your response." OR "Sorry, your
input was invalid."
. Go to dialogue # 7.
- A third no response or invalid
response triggers the 'Sorry Problems'
message and disconnects-.
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GENERIC BENEFICIAL
TELEPHONE PROXY VOTING SERVICE DIALOGUE
1-800-454-8683
================================================================================
DIALOGUE TYPE OF
NUMBER DIALOGUE DIALOGUE
------ -------- --------
7A Confirm We have just confirmed that you will be mailed a
Mail Proxy legal proxy.
. Go to dialogue # 27.
8 Nominee Vote /1/ There are zero nominees for this proxy vote.
**Dialogue . Go to dialogue # 17.
/1/ or /2/
depending
on wether OR
there are
Nominees for
this proxy /2/ If you wish to vote for all nominees, press
vote one. To withhold all nominees, press two. To
withhold specific nominees, press three.
. Enter '1'.
. Go to dialogue # 9.
. Enter '2'.
. Go to dialogue # 10.
. Enter '3'.
. Go to dialogue # 11.
. Enter nothing or an invalid response. "I have
not received your response." OR "Sorry, your
input was invalid."
. Go to dialogue # 8.
- A third no response or invalid
response triggers 'Sorry Problems'
message and disconnects-.
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GENERIC BENEFICIAL
TELEPHONE PROXY VOTING SERVICE DIALOGUE
1-800-454-8683
================================================================================
DIALOGUE TYPE OF
NUMBER DIALOGUE DIALOGUE
------ -------- --------
9 For All You have voted for all nominees. If this is correct,
Nominees press one. If this is not correct, press two.
. Enter '1'.
. Go to dialogue # 17.
. Enter '2'.
. Go to dialogue # 8.
. Enter nothing or an invalid response. "I have not
received you response." OR "Sorry, your input was
invalid."
. Go to dialogue # 9.
- A third no response or invalid response
triggers 'Sorry Problems' message and
disconnects-.
10 Withhold You have voted to withhold all nominees. If this is
All Nominees correct, press one. If this is not correct, press
two.
. Enter '1'.
. Go to dialogue # 17.
. Enter '2'
. Go to dialogue # 8.
. Enter nothing or an invalid response. "I have not
received your response." OR "Sorry, your input was
invalid."
. Go to dialogue # 10.
- A third no response or invalid response
triggers 'Sorry Problems' message and
disconnects-.
11 Specific You have chosen to withhold Specific Nominees.
Nominee . Go to dialogue # 12.
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GENERIC BENEFICIAL
TELEPHONE PROXY VOTING SERVICE DIALOGUE
1-800-454-8683
================================================================================
DIALOGUE TYPE OF
NUMBER DIALOGUE DIALOGUE
------ -------- --------
12 Enter Nominee Enter the two digit number that is in front of
the name of the nominee you wish to withhold. If
you are finished, enter zero zero.
. Enter valid two digit number between 1 and 10.
. Go to dialogue # 13.
. Enter valid two digit number between 1 and 10
that was previously entered-therefore a
duplicate nominee number.
. Go to dialogue # 14.
. Enter '00'.
. Go to dialogue # 17.
. Enter invalid digit(s).
. Go to dialogue # 15.
. Enter nothing.
. Go to dialogue # 17.
13 Verify Nominee You have entered Nominee Number... If this is
correct, press one. If this is not correct, press
two.
. Enter '1'.
. Go to dialogue # 16.
. Enter '2'.
. Go to dialogue # 16.
. Enter nothing or an invalid response. "I have
not received your response." OR "Sorry, your
input was invalid."
. Go to dialogue # 13. -- (Only "If...correct,
press one - if...not correct, press two" is
repeated.)
- A third no response or invalid
response triggers 'Sorry Problems'
message and disconnects-.
14 Dup Nominee You have already selected Nominee Number...
. Go to dialogue # 16.
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GENERIC BENEFICIAL
TELEPHONE PROXY VOTING SERVICE DIALOGUE
1-800-454-8683
================================================================================
DIALOGUE TYPE OF
NUMBER DIALOGUE DIALOGUE
------ -------- --------
15 Invalid Your entry was invalid. The Nominee Number must
Nominee be between one and ten.
. Go to dialogue # 16.
16 Another If you wish to withhold another nominee, enter
Nominee the two digit number that is in front of the name
of the nominee you wish to withhold. If you are
finished, enter zero zero.
. Enter valid two digit number between 1 and 10
to withhold another nominee.
. Go to dialogue # 13.
. Enter valid two digit number between 1 and 10
that was previously entered-therefore a
duplicate nominee number.
. Go to dialogue # 14.
. Enter '00'.
. Go to dialogue # 17.
. Enter invalid nominee number
. Go to dialogue # 15.
. Enter nothing.
. Go to dialogue # 17.
17 Proposal Proxy Voting continues with Proposal Voting...
Voting . Go to dialogue # 18.
18 Proposal We are ready to accept your vote for Proposal...
Name . Go to dialogue #19.
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GENERIC BENEFICIAL
TELEPHONE PROXY VOTING SERVICE DIALOGUE
1-800-454-8683
================================================================================
Dialogue Type of
Number Dialogue Dialogue
------- -------- --------
19 Proposal Vote If you are voting for this proposal, press one. If
you are voting against this proposal, press two. If
you wish to abstain, press three.
. Enter '1', '2', '3', etc. (proposal numbers may
vary) to vote on a specific proposal.
. Go to dialogue # 18 to vote on another
proposal.
. Go to dialogue # 20 after all proposals are
voted.
. Enter nothing or invalid response. "I have not
received your response." OR "Sorry, your input
was invalid."
. Go to dialogue # 18.
- A third no response or invalid response
triggers 'Sorry Problems' message and
disconnects-.
20 Nominee Vote When there are no nominees...
Confirmation . Go to dialogue # 21
When there are nominees...
You have voted for all Nominees.
OR
You have voted to withhold all Nominees.
OR
You have voted to withhold Nominee....
. Go to dialogue # 21.
21 For Proposal You have voted for Proposal....
22 Against You have voted against Proposal....
Proposal
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GENERIC BENEFICIAL
TELEPHONE PROXY VOTING SERVICE DIALOGUE
1-800-454-8683
================================================================================
DIALOGUE TYPE
NUMBER DIALOGUE DIALOGUE
------ -------- --------
23 Abstain You have voted to abstain from Proposal...
Proposal
. Dialogues 21, 22, and 23 are repeated until all
proposal votes are verified.
. Go to dialogue # 24.
24 Confirm Votes If this is correct, press one. If this is not
correct press two. If you would like your vote
repeated to you, press three.
. Enter '1'. " A vote has been recorded for
Control Number.............."
. Go to dialogue # 27.
. Enter '2'
. Go to dialogue # 6.
- A third entry of this response
triggers the 'Too Many Incorrect'
message, followed by the 'Sorry
Problems' message and disconnects-.
. Enter '3'.
. Go to dialogue # 20.
. Enter nothing or invalid response. "I have not
received your response." OR "Sorry, your input
was invalid."
. Go to dialogue # 20, 21, 22, 23.
- A third no response or invalid
response triggers 'Sorry Problems'
message and disconnects-.
25 Vote You have elected to vote as the Board of
Recommended Directors has recommended.
. Go to dialogue # 26.
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GENERIC BENEFICIAL
TELEPHONE PROXY VOTING SERVICE DIALOGUE
1-800-454-8683
================================================================================
DIALOGUE TYPE OF
NUMBER DIALOGUE DIALOGUE
------ -------- --------
26 Board Recommended elections include a vote to approve all
Recommends Proposed nominees and a vote for proposals zero one,
zero two, zero four. If this is correct, press one.
If this is not correct, press two. If you would like
your vote repeated to you, press three.
. Enter '1'. "A vote has been recorded for
Control Number......................".
. Go to dialogue # 27.
. Enter '2'.
. Go to dialogue # 6.
-A third entry of this response triggers
Too Many Incorrect' message, followed by
the "Sorry Problems' message and
disconnects-.
. Enter '3'.
. Go to dialogue # 25.
. Enter nothing or an invalid response. "I have not
received your response." OR "Sorry, your input was
invalid."
. Go to dialogue # 25.
- A third no response or invalid response
triggers 'Sorry Problems' message and
disconnects-.
Conclude If this concludes your business, press one. If you
Business would like to vote for another Proxy Election, press
two.
. Enter '1'.
. Go to dialogue # 28.
. Enter '2'.
. Go to dialogue # 28.
. Enter nothing or invalid response. "I have not
received your response." OR "Sorry, your input was
invalid."
. Go to dialogue # 27.
- A third no response or invalid response
triggers 'Sorry Problems' message and
disconnects-.
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GENERIC BENEFICIAL
TELEPHONE PROXY VOTING SERVICE DIALOGUE
1-800-454-8683
================================================================================
Dialogue Type of
Number Dialogue Dialogue
------- -------- --------
28 Record Votes All of your votes have been recorded by the
Telephone Proxy Voting Service. Do not mail in
your proxy card. Keep it as a record of your vote.
. Go to dialogue # 4--if voting for another
Proxy Election based on voter's response to
dialogue # 27.
. Go to dialogue # 29--if not voting for another
Proxy Election based on voter's response to
dialogue # 27.
29 Thank You Thank you for calling the Telephone Proxy Voting
Service. This concludes your transaction.
. Disconnect.
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GENERIC BENEFICIAL
TELEPHONE PROXY VOTING SERVICE DIALOGUE
1-800-454-8683
================================================================================
STANDARD DIALOGUES REPEATED UNDER VARIOUS CONDITIONS
The dialogues below are spoken under various circumstances. Generally, the
"Sorry Problems" dialogue is repeated on the third attempt to get valid
information
TYPE OF
INSTRUCTION DIALOGUE
----------- --------
Sorry Problems We are sorry you are experiencing problems entering your
vote. Please call later and try again.
. NOTE
The "Sorry Problems" dialogue is generally repeated
after any combination of three invalid responses or
non responses to a set of dialogues. This is followed by
a disconnection.
Too Many Incorrects You have made too many incorrect entries. Please call
back when you have the correct information.
. Note
The "Too Many Incorrects" dialogue is generally repeated
when there are several changes and inconsistencies
responding to a set of dialogues. This is followed by
the "Sorry Problems" dialogue and a disconnection.
Invalid Input Sorry, your input was invalid.
Pause .5 [ 500 ms of silence ] (Amount of pause time permitted
between caller's vote and continuation of telephone
dialogue.)
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GENERIC REGISTERED
TELEPHONE PROXY VOTING SERVICE DIALOGUE
1-800-690-6903
---------------------------------------
Dialogue Type of
Number Dialogue Dialogue
-------- -------- --------
1 Greeting 1 Hello. Thank you for calling the Telephone Proxy
Voting Service.
. Go to dialogue # 2.
2 Greeting 2 Press one if you are calling from a touch-tone
phone and have your Proxy form in front of you.
. Enter '1'
. Go to dialogue # 3.
. Enter invalid response. "Please call back when
you have your Proxy Form. Thank you for calling
the Telephone Proxy Voting Service. This
concludes your transaction."
. Disconnect.
. When an invalid response of more than 1
digit is entered, the caller is
disconnected without a message.
. Enter nothing. "Please call back when you have
your Proxy Form. Thank you for calling the
Telephone Proxy Voting Service. This concludes
your transaction."
. Disconnect.
3 Let's Begin Let's begin.
. Go to dialogue # 4.
4 Enter CN Please enter the twelve digit Control Number
located on the left side of the Proxy Form above
the directors.
. Enter 12 valid Control Number digits during or
after dialogue #s 3 & 4.
. Go to dialogue # 5.
. Enter 12 invalid Control Number digits during or
after dialogue #s 3 & 4. "Sorry, your Control
Number is invalid."
. Go to dialogue # 4.
. A third invalid attempt triggers the
"Sorry Problems" message and
disconnects -.
. Enter 1 to 11 invalid digits/characters during or
after dialogue #s 3 & 4. "Sorry, your input was
invalid."
. Go to dialogue # 4.
. A third invalid attempt triggers the
'Sorry Problems' message and
disconnects -.
. Enter nothing. "I have not received your
response." OR "Sorry, your input was
invalid."
. Go to dialogue # 4.
. A third no response triggers the
'Sorry Problems' message and
disconnects -.
5 Thank You Thank You.
When vote is in advance of the meeting date. . .
. Go to dialogue # 6.
OR
When vote is on the day of or passed the meeting
date . . .
"Your vote cannot be accepted. It is the date of
the meeting or the vote is late."
. Go to dialogue # 4.
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DIALOGUE TYPE OF
NUMBER DIALOGUE DIALOGUE
------ -------- --------
6 Accept Default If you elect to vote as the Board of Directors
recommends, press one. If you elect to vote on
directors and proposals individually, press two.
. Enter `1'.
. Go to dialogue # 24.
. Enter `2'.
. Go to dialogue # 7.
. Enter nothing or an invalid response. "I have not
received your response." OR "Sorry, your input
was invalid."
. Go to dialogue # 6.
- A third no response or invalid response
triggers the `Sorry Problems' message
and disconnects -.
Dialogues numbered 7 (2) through 15 and 19 are only reached when
there are nominees to vote on -- and caller elects to vote
on directors and proposals individually.
7 Nominee Vote There are zero nominees for this proxy vote.
. Go to dialogue # 16.
**Dialogue (1) OR
or (2) depending
on whether there
are Nominees for
this proxy vote
(2) If you wish to vote for all nominees, press
one. To withhold all nominees, press two. To
withhold specific nominees, press three.
. Enter `1'.
. Go to dialogue # 8.
. Enter `2'.
. Go to dialogue # 9.
. Enter `3'.
. Go to dialogue # 10.
. Enter nothing or an invalid response. "I have not
received your response." OR "Sorry, your input
was invalid."
. Go to dialogue # 7.
- A third no response or invalid response
triggers the `Sorry Problems' message
and disconnects-.
8 For All You have voted for all nominees. If this is
Nominees correct, press one. If this is not correct,
press two.
. Enter `1'.
. Go to dialogue # 16.
. Enter `2'.
. Go to dialogue # 7.
. Enter nothing or an invalid response. "I have not
received your response." OR "Sorry, your input
was invalid."
. Go to dialogue # 8.
- A third no response or invalid response
triggers the `Sorry Problems' message
and disconnects-.
9 Withhold All You have voted to withhold all nominees. If this is
correct, press Nominees one. If this is not
correct, press two.
. Enter `1'.
. Go to dialogue # 16.
. Enter `2'.
. Go to dialogue # 7.
. Enter nothing or an invalid response. "I have not
received your response." OR "Sorry, your input
was invalid."
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GENERIC BENEFICIAL
TELEPHONE PROXY VOTING SERVICE DIALOGUE
1-800-454-8683
================================================================================
Dialogue Type of
Number Dialogue Dialogue
------ -------- --------
. Go to dialogue # 9.
- A third no response or invalid
response triggers the `Sorry Problem'
message and disconnects-.
10 Specific
Nominee You have chosen to withhold Specific Nominees.
. Go to dialogue # 11.
11 Enter Nominee Enter the two digit number that is in front of
the name of the nominee you wish to withhold.
If you are finished enter zero zero.
. Enter valid two digit number between 1 and 10.
. Go to dialogue # 12.
. Enter valid two digit number between 1 and 10
that was previously entered - therefore a
duplicate nominee number.
. Go to dialogue # 13.
. Enter `00'.
. Go to dialogue # 16.
. Enter invalid digit(s).
. Go to dialogue # 14.
. Enter nothing.
. Go to dialogue # 16.
12 Verify You have entered Nominee Number . . . If this
Nominee is correct, press one. If this is not correct,
press two.
. Enter `1'.
. Go to dialogue # 15.
. Enter `2'.
. Go to dialogue # 15
. Enter nothing or an invalid response. "I have
not received your response." OR "Sorry, your
input was invalid."
. Go to dialogue # 12.
- (Only "if...correct,
press one - if...not correct, press two"
is repeated.
- A third no response or invalid
response triggers `Sorry Problems'
message and disconnects-.
13 Dup Nominee You have already selected Nominee Number . . .
. Go to dialogue # 15.
14 Invalid Your entry was invalid. The Nominee Number must
Nominee be between one and ten.
. Go to dialogue # 15.
15 Another If you wish to withhold another nominee, enter
Nominee the two digit number that is in front of the name
of the nominee you wish to withhold. If you are
finished, enter zero zero.
. Enter valid two digit number between 1 and 10
to withhold another nominee.
. Go to dialogue # 12.
. Enter valid two digit number between 1 and 10
that was previously entered - therefore a
duplicate nominee number.
. Go to dialogue # 13.
. Enter `00'.
. Go to dialogue # 16.
. Enter invalid nominee number.
. Go to dialogue # 14.
. Enter nothing.
. Go to dialogue # 16.
16 Proposal Proxy Voting continues with Proposal Voting.
Voting . Go to dialogue # 17.
DIALOGUE TYPE OF
NUMBER DIALOGUE DIALOGUE
------ -------- --------
17 Proposal Name We are ready to accept your vote for
Proposal . . .
. Go to dialogue # 18
18 Proposal Vote If you are voting for this proposal, press one.
If you are voting against this proposal, press
two. If you wish to abstain, press three.
. Enter `1', `2', `3', etc. (proposal numbers may
vary) to vote on a specific proposal.
. Go to dialogue # 17. to vote on another
proposal.
. Go to dialogue # 29 - 40 to indicate response
to data collection
. Go to dialogue # 19. after all proposals are
voted.
. Enter nothing or invalid response. "I have not
received your response. " OR "Sorry, your input
was invalid."
. Go to dialogue # 17.
- A third no response or invalid
response triggers `Sorry Problems'
message and disconnects-.
19 Nominee Vote
Confirmation When there are no nominees . . .
. Go to dialogue # 20.
When there are nominees . . .
You have voted for all Nominees.
OR
You have voted to withhold all Nominees.
OR
You have voted to withhold Nominee .
. Go to dialogue # 20.
20 For Proposal You have voted for Proposal . . .
21 Against
Proposal You have voted against Proposal . . .
22 Abstain
Proposal You have voted to abstain from Proposal .
. Dialogues 20, 21 and 22 are repeated until all
proposal votes are verified.
. Dialogues 41 - 64 are repeated until all data
collection indications are verified.
. Go to dialogue # 23.
23 Confirm Votes If this is correct, press one. If this is not
correct, press two. If you would like your vote
repeated to you, press three.
. Enter `1'. "A vote has been recorded for
Control Number . . . . . . . . . " .
. Go to dialogue # 26.
. Enter `2'.
. Go to dialogue # 6.
- A third entry of this response
triggers the too `Too Many Incorrect'
message, followed by the `Sorry
Problems' message and disconnects-.
. Enter `3'.
. Go to dialogue # 19.
. Enter nothing or invalid response. "I have not
received your response." OR "Sorry, your input
was invalid."
. Go to dialogue # 19, 20 , 21, 22, 41 - 64.
- A third no response or invalid
response triggers `Sorry Problems'
message and disconnects-.
24 Vote You have elected to vote as the Board of
Recommended Directors has recommended.
. Go to dialogue # 25.
DIALOGUE TYPE OF
NUMBER DIALOGUE DIALOGUE
------ -------- --------
25 Board Recommended elections include a vote to approve all
Recommends proposed nominees and a vote for proposals zero
zero two, zero four. If this is correct, press one.
If this is not correct, press two. If you would
like your vote repeated to you, press three,
. Enter '1' "A vote has been recorded for Control
Number . . . . . . . . . ".
. Go to dialogue # 26.
. Enter '2'.
. Go to dialogue # 6.
- A third entry of this response triggers
the `Too Many Incorrect' message,
followed by the `Sorry Problems'
message and disconnects-.
. Enter '3'.
. Go to dialogue # 24.
. Enter nothing or an invalid response. "I have
not received your response." OR "Sorry, your
input was invalid."
. Go to dialogue # 24.
- A third no response or invalid response
triggers 'Sorry Problems' message and
disconnects-.
26 Conclude If this concludes your business, press one. If you
Business would like to vote for another Proxy Election,
press two.
. Enter '1'.
. Go to dialogue # 27.
. Enter '2'.
. Go to dialogue # 27.
. Enter nothing or invalid response. "I have not
received your response." OR "Sorry, your input
was invalid."
. Go to dialogue # 26.
- A third no response or invalid response
triggers 'Sorry Problems' message and
disconnects-.
27 Record Votes All of your votes have been recorded by the
Telephone Proxy Voting Service. Do not mail in your
proxy card. Keep it as a record of your vote.
. Go to dialogue # 4 - if voting for another
Proxy Election based on voter's response to
dialogue # 26.
. Go to dialogue # 28 - if not voting for another
Proxy Election based on voter's response to
dialogue #26.
28 Thank You Thank you for calling the Telephone Proxy Voting
Service. This concludes your transaction.
. Disconnect.
29 Discontinue If you wish to discontinue receipt of the Annual
AR Report, please press 1 for YES or 2 for NO.
30 Generic If you would like to keep your vote confidential
Confidential under the current policy please press 1 for YES or
Voting 2 for NO
31 Delphi If you would like to keep your vote confidential
Confidential under Delphi's policy please press 1 for YES or
Voting 2 for NO
32 Electronic To view meeting materials electronically via the
Access internet rather than receiving a hard copy, please
note that you will continue to receive a proxy card
for voting purposes only, please press 1 for YES or
2 for NO.
33 HouseHolding To consent to receive certain future investor
(Pseudo) Prop. communications in a single package per household,
please press 1 for YES or 2 for NO
genregis.doc ADP/ICS GENERIC REGISTERED VER. 4.0
Created 3/03 Rev. 3/03 Page 5
Dialogue Type of
Number Dialogue Dialogue
--------- -------- --------
34 Meeting If you plan to attend this meeting, please press
Attendance 1 for YES or 2 for NO
35 Question 1 In regards to Question 1, please press 1 for YES
Yes/No or 2 for NO.
36 Question 2 In regards to Question 2, please press 1 for YES
Yes/No or 2 for NO.
37 Question 3 In regards to Question 3, please press 1 for YES
Yes/No or 2 for NO.
38 Question 1 In regards to Question 1, please press 1 to vote
For/Against "FOR" or 2 to vote "AGAINST"
39 Question 2 In regards to Question 2, please press 1 to vote
For/Against "FOR" or 2 to vote "AGAINST"
40 Question 3 In regards to Question 3, please press 1 to vote
For/Against "FOR" or 2 to vote "AGAINST"
41 Confirm You have indicated you no longer wish to receive
Discontinue the Annual Report.
AR 1
42 Confirm You have indicated you wish to continue
Discontinue receiving the Annual Report.
AR 2
43 Confirm of You have selected YES to keeping your vote
Confidential confidential under the current policy
Voting 1
44 Confirm of You have selected NO to keeping your vote
Confidential confidential under the current policy
Voting 2
45 Confirmation of You have selected YES to keeping your vote
Delphi 1 confidential under Delphi's policy
46 Confirmation of You have selected NO to keeping your vote
Delphi 2 confidential under Delphi's policy
47 Confirm You have indicated you wish to view meeting
Electronic materials electronically via the internet
Access 1 instead of receiving a hard copy.
Once again, please note that you will continue
to receive a proxy card for voting purposes only.
48 Confirm You have indicated you wish to continue
Electronic receiving a hard copy of all meeting materials.
Access 2
49 Confirm You have consented to receive certain future
Householding 1 investor communications in a single package per
household.
50 Confirm You did not consent to receive certain future
Householding 2 investor communications in a single packager per
household
51 Confirm Meeting You have indicated you will attend this meeting
Attendance 1
52 Confirm Meeting You have indicated you will not attend this
Attendance 2 meeting.
53 Confirm Question You have indicated YES to Question 1.
1 Yes
54 Confirm Question You have indicated NO to Question 1.
1 No
55 Confirm Question You have indicated YES to Question 2.
2 Yes
56 Confirm Question You have indicated NO to Question 2.
2 No
57 Confirm Question You have indicated YES to Question 3.
3 Yes
Dialogue Type of
Number Dialogue Dialogue
-------- -------- --------
58 Confirm You have indicated NO to Question 3.
Question 3 No
59 Confirm You have voted "FOR" Question 1.
Question 1 For
60 Confirm You have voted `AGAINST' Question 1.
Question 1
Against
61 Confirm You have voted "FOR" Question 2
Question 2 For
62 Confirm You have voted `AGAINST' Question 2.
Question 2
Against
63 Confirm You have voted "FOR" Question 3
Question 3 For
64 Confirm You have voted `AGAINST' Question 3
Question3
Against
STANDARD DIALOGUES REPEATED UNDER VARIOUS CONDITIONS
The dialogues below are spoken under various circumstances.
Generally, the "Sorry Problems" dialogue is repeated on
the third attempt to get valid information.
Type of
Instruction Dialogue
----------- --------
Sorry We are sorry you are experiencing problems entering your vote.
Problems Please call later and try again.
(GRAPH) NOTE
The "Sorry Problems" dialogue is generally repeated after any
combination of three invalid responses or non response to a
set of dialogues. This is followed by a disconnection.
Too Many You have made too many incorrect entries. Please call back when
Incorrects you have the correct information.
(GRAPH) NOTE
The "Too Many Incorrects" dialogue is generally repeated when
there are several changes and inconsistencies responding to a
set of dialogues. This is followed by the "Sorry Problems"
dialogue and a disconnection.
Invalid Sorry, your input was invalid.
Input
Pause .5 [500 ms of silence](Amount of pause time permitted between
caller's vote and continuation of telephone dialogue.)
[LOGO] Proxy Vote
WELCOME TO PROXYVOTE.COM
--------------------------------------------------------------------------------
Please select one of the links below...
If you received your proxy material in the mail, please have your material and
your control number ready.
If you received a notification via e-mail, please have your control number and
Personal Identification Number ready.
--------------------------------------------------------------------------------
To submit your voting instructions over our secure site, click HERE.
If your browser cannot support secure transactions via SSL encryption, click
HERE.
--------------------------------------------------------------------------------
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Privacy Statement
[LOGO] Proxy Vote
You can submit your proxy voting instructions right over the Internet
It's fast, convenient, and your voting instructions are immediately posted.
If you received notification by postal mail:
1. Read the Proxy Statement. The accompanying Voting Instruction Form or
Proxy Card contains your Control Number.
2. Enter the 12 digit Control Number to access an electronic ballot.
3. Complete the electronic ballot and submit your voting instructions.
4. Provide your E-Mail address if you want confirmation of your voting
instructions.
If you received notification by E-Mail:
1. To access an electronic ballot, enter the 12 digit Control Number
contained in your E-Mail message and the PERSONAL IDENTIFICATION
NUMBER (PIN) you used when you enrolled for electronic delivery.
2. The ballot displayed contains Internet Links to the applicable
materials; read them carefully.
3. Complete the ballot and submit your voting instructions.
Enter your CONTROL NUMBER: #931916540# (Please skip any spaces)
Enter your PERSONAL IDENTIFICATION NUMBER (PIN): (Required for the
------
E-Mail option only)
[ ] Check this box if you have forgotten your PIN and wish to have it emailed to
the address on record.
If the control number you enter requires a PIN, checking the above box will
result in the PIN being emailed to you regardless of what you may enter as PIN
and will not display the ballot. If no PIN is required, checking the above box
will have no effect.
-----------------
Click to Continue
-----------------
--------------------------------------------------------------------------------
Need to update your browser or download the Adobe Acrobat(R) Reader? CLICK HERE
Privacy Statement
Proxy Vote
[LOGO] Proxy Vote
DELPHI CORPORATION Annual Meeting
To be held on 05/01/2003 for holders as of 03/03/2003
CUSIP 247126- stockClass
Your Control Number:
ANNUAL REPORT and PROXY STATEMENT
(Clicking on the above links will open another window. Simply
close that window to return to this page.)
--------------------------------------------------------------------------------
Directors' Recommendations:
Choose this if you would like to vote your shares following directors'
recommendations. See below for the detailed recommendations. Please read it
carefully.
---------------------------------------------
Vote my Shares per directors' recommendations
---------------------------------------------
--------------------------------------------------------------------------------
Proxy Ballot:
DIRECTOR(S):
Directors recommend a vote for election of the following nominee(s)
[ ] For All [ ] Withhold All
[ ] For All EXCEPT Those Selected Below:
[ ] J.T. BATTENBERG III
[ ] VIRGIS W. COLBERT
[ ] SHOICHIRO IRIMAJIRI
--------------------------------------------------------------------------------
PROPOSALS:
Please indicate your proposal selections by clicking on the fields below.
02. RATIFY SELECTION OF DELOITTE & TOUCHE LLP AS INDEPENDENT ACCOUNTANTS
Directors Recommend: FOR
[ ] For [ ] Against [ ] Abstain
03. STOCKHOLDER PROPOSAL RELATING TO THE REDEMPTION OF DELPHI'S STOCKHOLDER
RIGHTS PLAN
Directors Recommend: AGAINST
[ ] For [ ] Against [ ] Abstain
04. STOCKHOLDER PROPOSAL RELATING TO THE ANNUAL ELECTION OF DIRECTORS
Directors Recommend: AGAINST
[ ] For [ ] Against [ ] Abstain
05. STOCKHOLDER PROPOSAL RELATING TO ADOPTION OF CODE FOR DELPHI'S
INTERNATIONAL OPERATIONS
Directors Recommend: AGAINST
[ ] For [ ] Against [ ] Abstain
---------------------------------------
Vote my shares per the above selections
---------------------------------------
--------------------------------------------------------------------------------
Legal Proxy:
Choose this only if you plan to attend and vote your shares at the meeting.
IMPORTANT: By choosing this option, we are precluded from voting your shares on
your behalf. A Legal Proxy covering your securities will be issued to you. Your
Legal Proxy must be presented at the meeting for your shares to be represented.
Do not make any other marks on this ballot.
----------------------------
I plan to attend the meeting
----------------------------
DO NOT use this option if you hold shares directly with the issuer, rather than
through a bank or broker.
--------------------------------------------------------------------------------
Click to see: "Letter to our clients regarding voting authority"
Privacy Statement
proxyvote
[LOGO] Proxy Vote
Proxy Final Submission
Please check all of the information below for accuracy.
See instructions below and click on Final Submission
--------------------------------------------------------------------------------
Your Control Number:
DELPHI CORPORATION Annual Meeting
To be held on 05/01/2003 for holders as of 03/03/2003
CUSIP 247126- stockClass
--------------------------------------------------------------------------------
You elected to vote with directors' recommendation
DIRECTORS:
J.T. BATTENBERG III, VIRGIS W. COLBERT, SHOICHIRO IRIMAJIRI
You Voted: for all directors.
--------------------------------------------------------------------------------
PROPOSALS:
02. RATIFY SELECTION OF DELOITTE & TOUCHE LLP AS INDEPENDENT ACCOUNTANTS
You Voted: For This Proposal
03. STOCKHOLDER PROPOSAL RELATING TO THE REDEMPTION OF DELPHI'S STOCKHOLDER
RIGHTS PLAN
You Voted: Against This Proposal
04. STOCKHOLDER PROPOSAL RELATING TO THE ANNUAL ELECTION OF DIRECTORS
You Voted: Against This Proposal
05. STOCKHOLDER PROPOSAL RELATING TO ADOPTION OF CODE FOR DELPHI'S INTERNATIONAL
OPERATIONS
You Voted: Against This Proposal
--------------------------------------------------------------------------------
If any of the above information is incorrect, return to the proxy ballot form by
using the Back feature of your Browser Program
--------------------------------------------------------------------------------
If you would like to receive an electronic confirmation when this vote is
recorded enter your E-Mail address here:
E-Mail:
-----------------
--------------------------------------------------------------------------------
If all of the above information is correct then click on Final Submission below.
If any of the above information is incorrect, return to the proxy ballot form by
using the Back feature of your Browser Program
----------------
Final submission
----------------
Privacy Statement
proxyvote
[LOGO] Proxy Vote
Thank You For Voting
To enter your next Control Number Click Here
--------------------------------------------------------------------------------
InvestorDelivery.com
If you have not already elected to receive future shareholder communications
(Annual Reports Proxy Statements, Quarterly Reports, etc.) electronically
instead of in print, you can do so simply clicking on the link below to access
the InvestorDelivery.com site.
Participation is completely your choice. This will save postage and mailing
costs for the securities in which you have invested. To send future shareholder
communications to you electronically, we require your permission.
In the future, when, and if, material is available electronically, we will send
you an e-mail which will contain information that will point you to an Internet
location where the material is available, along with a link to ProxyVote.com
(when applicable) to submit your voting instructions. You only have to enroll
this investment account once. We hope you will give this option your serious
consideration.
If you wish to enroll for electronic delivery of shareholder material, or if you
are currently enrolled and want to view, modify or cancel your enrollment
information, please Click Here
Privacy Statement
[Proxy (X) Vote]
WELCOME TO PROXYVOTE.COM
--------------------------------------------------------------------------------
Please select one of the links below...
If you received your proxy material in the mail, please have your material and
your control number ready.
If you received a notification via e-mail, please have your control number and
Personal Identification Number ready.
--------------------------------------------------------------------------------
To submit your voting instructions over our secure site, click HERE.
-----
If your browser cannot support secure transactions via SSL encryption, click
HERE.
-----
--------------------------------------------------------------------------------
Need to update to a security enabled browser? Click HERE.
-----
Privacy Statement
-----------------
ProxyVote4
[Proxy (X) Vote]
You can submit your proxy voting instructions right over the Internet
It's fast, convenient, and your voting instructions are immediately posted.
If you received notification by postal mail:
1. Read the Proxy Statement. The accompanying Voting Instruction Form or Proxy
Card contains your Control Number.
2. Enter the 12 digit Control Number to access an electronic ballot.
3. Complete the electronic ballot and submit your voting instructions.
4. Provide your E-Mail address if you want confirmation of your voting
instructions.
If you received notification by E-Mail:
1. To access an electronic ballot, enter the 12 digit Control Number contained
in your E-Mail message and the PERSONAL IDENTIFICATION NUMBER (PIN) you
used when you enrolled for electronic delivery.
2. The ballot displayed contains Internet Links to the applicable materials;
read them carefully.
3. Complete the ballot and submit your voting instructions.
Enter your CONTROL NUMBER: (Please skip any spaces)
Enter your PERSONAL IDENTIFICATION NUMBER (PIN):
(Required for the E-Mail option only)
( ) Check this box if you have forgotten your PIN and wish to have it emailed to
the address on record. If the control number you enter requires a PIN, checking
the above box will result in the PIN being emailed to you regardless of what you
may enter as PIN and will not display the ballot. If no PIN is required,
checking the above box will have no effect.
click to continue
--------------------------------------------------------------------------------
Need to update your browser or download the Adobe Acrobat(R) Reader? CLICK HERE
----------
Privacy Statement
-----------------
ProxyVote
[Proxy (X) Vote]
DELPHI CORP Annual Meeting
To be held on 05/01/2003 for holders as of 03/03/2003
CUSIP MC1878- stockClass
Your Control Number:
ANNUAL REPORT and PROXY STATEMENT
------------- ---------------
(Clicking on the above links will open another window. Simply close that window
to return to this page.)
--------------------------------------------------------------------------------
Directors' Recommendations:
Choose this if you would like to vote your shares following directors'
recommendations. See below for the detailed recommendations. Please read it
carefully.
Vote my shares per directors' recommendations
--------------------------------------------------------------------------------
Proxy Ballot:
DIRECTOR(S):
Directors recommend a vote for election of the following nominee(s)
.. For All . Withhold All
.. For All EXCEPT Those Selected Below:
[] J.T. BATTENBERG III
[] VIRGIS W. COLBERT
[] SHOICHIRO IRIMAJIRI
--------------------------------------------------------------------------------
PROPOSALS:
Please indicate your proposal selections by clicking on the fields below.
02. RATIFY SELECTION OF DELOITTE & TOUCHE LLP AS INDEPENDENT ACCOUNTANTS
Directors Recommend: FOR
.. For . Against . Abstain
03. STOCKHOLDER PROPOSAL RELATING TO THE REDEMPTION OF DELPHI'S STOCKHOLDER
RIGHTS PLAN Directors Recommend: AGAINST
..For .Against .Abstain
04. STOCKHOLDER PROPOSAL RELATING TO THE ANNUAL ELECTION OF DIRECTORS
Directors Recommend: AGAINST
.. For . Against . Abstain
05. STOCKHOLDER PROPOSAL RELATING TO ADOPTION OF CODE FOR DELPHI'S
INTERNATIONAL OPERATIONS Directors Recommend: AGAINST
.. For . Against . Abstain
PLEASE INDICATE IF YOU WOULD LIKE TO KEEP YOUR VOTE CONFIDENTIAL UNDER DELPHI'S
POLICY
.. Yes . No
Meeting Attendance: PLEASE INDICATE IF YOU PLAN TO ATTEND THIS MEETING
.. Yes . No
vote my shares per the above selections
--------------------------------------------------------------------------------
Legal Proxy:
Choose this only if you plan to attend and vote your shares at the meeting.
IMPORTANT: By choosing this option, we are precluded from voting your shares on
your behalf. A Legal Proxy covering your securities will be issued to you. Your
Legal Proxy must be presented at the meeting for your shares to be represented.
Do not make any other marks on this ballot.
I plan to attend the meeting
DO NOT use this option if you hold shares directly with the issuer, rather than
through a bank or broker.
--------------------------------------------------------------------------------
Click to see: "Letter to our clients regarding voting authority"
--------------------------------------------------
Privacy Statement
-----------------
Proxyvote
Proxy Vote
Proxy Final Submission
Please check all of the information below for accuracy.
See instructions below and click on Final Submission
================================================================================
Your Control Number:
DELPHI CORP Annual Meeting
To be held on 05/01/2003 for holders as of 03/03/2003
CUSIP MC1878-stockCLass
================================================================================
You elected to vote with directors' recommendation
DIRECTORS:
J.T. BATTENBERG III, VIRGIS W. COLBERT, SHOICHIRO IRIMAJIRI
You Voted: for all directors.
================================================================================
PROPOSALS:
02. RATIFY SELECTION OF DELOITTE & TOUCHE LLP AS INDEPENDENT ACCOUNTANTS
You Voted: For This Proposal
03. STOCKHOLDER PROPOSAL RELATING TO THE REDEMPTION OF DELPHI'S STOCKHOLDER
RIGHTS PLAN
You Voted: Against This Proposal
04. STOCKHOLDER PROPOSAL RELATING TO THE ANNUAL ELECTION OF DIRECTORS
You Voted: Against This Proposal
05. STOCKHOLDER PROPOSAL RELATING TO ADOPTION OF CODE FOR DELPHI'S INTERNATIONAL
OPERATIONS
You Voted: Against This Proposal
PLEASE INDICATE IF YOU WOULD LIKE TO KEEP YOUR VOTE CONFIDENTIAL UNDER DELPHI'S
POLICY
Your vote will be kept confidential under Delphi's Policy
Meeting Attendance: PLEASE INDICATE IF YOU PLAN TO ATTEND THIS MEETING
You did not mark a selection and therefore will not be attending this meeting
================================================================================
If any of the above information is incorrect, return to the proxy ballot form by
using the Back feature of your Browser Program
================================================================================
If you would like to receive an electronic conformation when this vote is
recorded enter you E-mail address here:
E-mail [ ]
================================================================================
If all of the above information is correct then click on Final Submission below.
If any of the above information is incorrect, return to the proxy ballot form by
using the Back feature of your Browser Program
[ Final Submission ]
Privacy Statement
-----------------
proxyvote
[PROXY (X) VOTE]
Thank You For Voting
To enter your next Control Number Click Here
----------
--------------------------------------------------------------------------------
InvestorDelivery.com
--------------------
If you have not already elected to receive future shareholder communications
(Annual Reports, Proxy Statements, Quarterly Reports, etc.) electronically
instead of in print, you can do so by simply clicking on the link below to
access the InvestorDelivery.com site.
Participation is completely your choice. This will save postage and mailing
costs for the securities in which you have invested. To send future shareholder
communications to you electronically, we require your permission.
In the future, when, and if, material is available electronically, we will send
you an e-mail which will contain information that will point you to an internet
location where the material is available, along with a link to ProxyVote.com
(when applicable) to submit your voting instructions. You only have to enroll
this investment account once. We hope you will give this option your serious
consideration.
If you wish to enroll for electronic delivery of shareholder material, or if you
are currently enrolled and want to view, modify or cancel your enrollment
information, please Click Here.
----------
Privacy Statement
-----------------
[LOGO] DELPHI
IMPORTANT NOTICE REGARDING DELIVERY OF
SHAREOWNER DOCUMENTS
March 21, 2003
Dear Shareowner,
The Securities and Exchange Commission has adopted a rule that allows us to
send a single copy of our annual reports, proxy statements, prospectuses and
other disclosure documents to two or more shareowners sharing the same address
if they consent to do so, subject to certain conditions. We believe this
"Householding" rule will provide greater convenience for our shareowners, as
well as cost savings for us by reducing the number of duplicate documents that
are sent to your home. Please note that if you do not respond, you will be
deemed to have consented, and Householding will start 60 days after the mailing
of this notice.
The Householding election appears on the enclosed proxy card if you have not
been contacted previously for this option. If you wish to participate in the
Householding program, please indicate "YES" when voting your proxy. Your
affirmative or implied consent will be perpetual unless you withhold it or
revoke it.
If you wish to continue to receive separate annual reports, proxy statements,
prospectuses and other disclosure documents for each account in your household,
you must withhold your consent to our Householding program by indicating "NO"
when voting your proxy.
You may revoke your consent at any time by contacting ADP, either by calling
toll-free (800) 542-1061, or by writing to ADP, Householding Department, 51
Mercedes Way, Edgewood, New York 11717. If you revoke your consent, you will be
removed from the Householding program within 30 days of receipt of your
revocation and each shareowner at your address will receive individual copies
of our disclosure documents.
We strongly encourage your participation in the Householding program, and
believe that it will benefit both you and Delphi. Not only will it reduce the
volume of duplicate information that you receive in your household, but it will
also reduce our printing and mailing costs.
Thank you.
2