EXHIBIT 4.9

                              CERTIFICATE OF TRUST

                                       OF

                                 DELPHI TRUST II


         This Certificate of Trust is being executed as of August 25, 2003 for
the purpose of creating a statutory trust pursuant to the Delaware Statutory
Trust Act, 12 Del. C. Section 3801 et seq. (the "Act").

         The undersigned hereby certify as follows:

         1. Name. The name of the statutory trust formed hereby is Delphi Trust
II (the "Trust").

         2. Delaware Trustee. The name and business address of the Delaware
resident trustee of the Trust meeting the requirements of Section 3807 of the
Act are as follows:

            Bank One Delaware, Inc.
            Three Christiana Centre
            201 Walnut Street
            Wilmington, Delaware 19801

         3. Effective. This Certificate of Trust shall be effective immediately
upon filing in the Office of the Secretary of State of the State of Delaware.

         4. Counterparts. This Certificate of Trust may be executed in one or
more counterparts.


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         IN WITNESS WHEREOF, the undersigned, being all of the trustees of the
Trust, have duly executed this Certificate of Trust as of the day and year first
above written.

                                             BANK ONE DELAWARE, INC.,
                                             as Delaware Trustee



                                             By: /s/ Marla Roth
                                                 -------------------------------
                                                 Name:  Marla Roth
                                                 Title: Vice President





                                             /s/ J.T. Battenberg III
                                             -----------------------------------
                                             Name:  J.T. Battenberg III
                                             Regular Trustee





                                             /s/ Alan S. Dawes
                                             -----------------------------------
                                             Name:  Alan S. Dawes
                                             Regular Trustee






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