EXHIBIT 24.1
                                                                   ------------

                               POWER OF ATTORNEY

        Know  all  by  these  presents,  that  the  undersigned  party  hereby
constitutes and appoints each of Cara Londin and Lauri Scoran, signing singly,
such party's true and lawful attorney-in-fact to:

        (1)     execute  for  and on  behalf  of  such  party,  all  documents
        relating to the  reporting of  beneficial  ownership of  securities of
        Delphi  Corporation  required  to be  filed  with  the  United  States
        Securities  and Exchange  Commission  (the "SEC")  pursuant to Section
        13(d) or Section 16(a) of the Securities  Exchange Act of 1934 and the
        rules thereunder (the "Exchange Act"), including,  without limitation,
        Schedule  13D  and  Form 3,  Form 4 and  Form 5 and  successive  forms
        thereto,  in each case that do not  report  any  transactions  by such
        party in the securities of Delphi Corporation;

        (2)     do and  perform  any and all  acts for and on  behalf  of such
        party that may be  necessary  or desirable to complete and execute any
        such  documents,  complete  and execute any  amendment  or  amendments
        thereto,  and timely  file such  documents  with the SEC and any stock
        exchange, automated quotation system or similar authority; and

        (3)     take any other action of any type whatsoever in furtherance of
        the foregoing which, in the opinion of such  attorney-in-fact,  may be
        of benefit to, in the best  interest of, or legally  required by, such
        party,  it  being  understood  that  the  documents  executed  by such
        attorney-in-fact  on behalf of such  party  pursuant  to this Power of
        Attorney  shall be in such  form and  shall  contain  such  terms  and
        conditions   as   such    attorney-in-fact   may   approve   in   such
        attorney-in-fact's discretion.

Such  party  hereby  grants  to each  such  attorney-in-fact  full  power  and
authority to do and perform any and every act and thing whatsoever  requisite,
necessary,  or  proper to be done in the  exercise  of any of the  rights  and
powers  herein  granted,  as fully to all intents  and  purposes as such party
might or could do if personally  present,  with full power of  substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact, or
such attorney-in-fact's substitute or substitutes,  shall lawfully do or cause
to be done by virtue of this  power of  attorney  and the  rights  and  powers
herein   granted.   The   undersigned    acknowledges   that   the   foregoing
attorneys-in-fact,  in serving in such  capacity at the request of such party,
are not assuming, any of the undersigned's responsibilities to comply with the
Exchange  Act.  This Power of Attorney  shall  remain in full force and effect
until such party is no longer  required to file such documents with respect to
such  party's  holdings of and  transactions  in  securities  issued by Delphi
Corporation,  unless  earlier  revoked  by  such  party  in a  signed  writing
delivered to the foregoing attorneys-in-fact.





IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 29th day of January, 2007.


MERRILL LYNCH & CO., INC.


By: /s/ Cara Londin
    ------------------------------
    Name:   Cara Londin
    Title:  Assistant Secretary



MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED


By: /s/ Cara Londin
    ------------------------------
    Name:   Cara Londin
    Title:  Assistant Secretary



MERRILL LYNCH FINANCIAL MARKETS, INC.


By: /s/ Jonathan Beebe
    ------------------------------
    Name:   Jonathan Beebe
    Title:  Senior Vice President



MERRILL LYNCH BANK & TRUST CO., FSB


By: /s/ Jennifer Marre
    ------------------------------
    Name:   Jennifer Marre
    Title:  First Vice President



MERRILL LYNCH INTERNATIONAL


By: /s/ Andrew Briski
    ------------------------------
    Name:   Andrew Briski
    Title:  Managing Director