X0201 4 2004-03-31 0001072342 DELPHI CORP DPH 0000942439 PENSKE ROGER S 5725 DELPHI DRIVE TROY MI 48098 1 0 0 0 Phantom Stock Units 0 2004-03-31 4 A 0 3551 10.56 A 1988-08-08 1988-08-08 Common Stock 3551 54777 D Phantom stock units acquired pursuant to Delphi's Deferred Compensation Plan for Non-Employee Directors. Awards under the plan are settled in cash to participants upon retirement or other termination of service. Non-employee directors are entitled to receive cash and phantom stock units as compensation for their service and may elect to defer receipt of the cash portion and receive additional phantom stock units in lieu thereof. All of the issuer's non-employee directors, including the reporting person, have elected to receive all fees for the 2003 fiscal year in the form of phantom stock units. See footnote 1. Includes phantom stock units acquired as dividend equivalents on prior awards made pursuant to Delphi's Deferred Compensation Plan for Non-Employee Directors. See previous footnotes. Roger S. Penske, by: Diane Kaye, pursuant to Power of Attorney 2004-04-01