EXHIBIT 24.1

EXHIBIT 24.1
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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
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Name: Cara Londin
Title: Assistant Secretary



MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED


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



MERRILL LYNCH FINANCIAL MARKETS, INC.


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



MERRILL LYNCH BANK & TRUST CO., FSB


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



MERRILL LYNCH INTERNATIONAL


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