EX-24.1 5 d344171dex241.htm EX-24.1 EX-24.1

EXHIBIT 24.1

POWER OF ATTORNEY

Each of the undersigned directors and/or officers of Dana Holding Corporation, a corporation organized under the laws of the State of Delaware (the “Corporation”), hereby constitutes and appoints Marc S. Levin and Robert W. Spencer, Jr. and each of them (with full power to each of them to act alone), his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him or her and on his or her behalf and in his or her name, place and stead, in any and all capacities, to sign, execute and to affix his or her seal to and file with the Securities and Exchange Commission (or any other governmental or regulatory authority) one or more Registration Statements on Form S-8 (or any other appropriate form), and any and all amendments (including post-effective amendments) thereto, with all exhibits and any and all documents required to be filed with respect thereto, relating to the registration under the Securities Act of 1933, as amended, of the Corporation’s common stock, par value $0.01 per share, which may be issued by the Corporation pursuant to awards granted under one or more equity plans of the Corporation, granting unto said attorneys, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in order to effectuate the same as fully to all intents and purposes as he himself or she herself might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

This Power of Attorney shall be effective as of April 24, 2012, and shall end automatically as to each undersigned upon the termination of his service as a director and/or officer of Dana Holding Corporation.

 

/s/    MARK T. GALLOGLY             /s/    STEVEN B. SCHWARZWAELDER        
Mark T. Gallogly     Steven B. Schwarzwaelder
/s/    VIRGINIA A. KAMSKY             /s/    RICHARD F. WALLMAN        
Virginia A. Kamsky     Richard F. Wallman
/s/    TERRENCE J. KEATING             /s/    KEITH E. WANDELL        
Terrence J. Keating     Keith E. Wandell
/s/    BRANDT F. MCKEE             /s/    ROGER J. WOOD        
Brandt F. McKee     Roger J. Wood
/s/    JOSEPH C. MUSCARI             /s/    WILLIAM G. QUIGLEY III        
Joseph C. Muscari     William G. Quigley III
/s/    MARK A. SCHULZ             /s/    RODNEY R. FILCEK        
Mark A. Schulz     Rodney R. Filcek