**Exhibit 24.1**

 

**POWER OF ATTORNEY**

 

KNOW ALL MEN BY THESE PRESENTS:

 

WHEREAS, AvayaInc., a Delaware corporation (hereinafter referred to as the “Company”),proposes to file with the Securities and Exchange Commission, under theprovisions of the Securities Exchange Act of 1934, as amended, an Annual Reporton Form 10-K for the fiscal year ended September 30, 2005.

 

WHEREAS, theundersigned is a Director (and/or Officer) of the Company, as indicated belowhis or her signature.

 

NOW, THEREFORE,the undersigned hereby constitutes and appoints Garry K. McGuire and AmarnathK. Pai and each of them, as attorneys, with full power of substitution andresubstitution, for and in the name, place and stead of the undersigned, and inthe capacity of the undersigned as a Director and Officer of the Company, toexecute and file such Report and any amendments or supplements thereto, withall exhibits thereto, hereby giving and granting to said attorneys, and each ofthem, full power and authority to do and perform each and every act and thingwhatsoever requisite and necessary to be done in and about the premises, asfully, to all intents and purposes, as the undersigned might or could do ifpersonally present at the doing thereof, hereby ratifying and confirming allthat said attorneys may or shall lawfully do, or cause to be done, by virtuehereof.

 

IN WITNESSWHEREOF, the undersigned has executed this Power of Attorney this 13th day of December 2005.

 
| By:    | /s/ Donald  K. Peterson                             |   |   | By:                    | /s/ Daniel  C. Stanzione    |   |
|--------|-----------------------------------------------------|--------|--------|------------------------|-----------------------------|--------|
| Name:  | Donald K. Peterson                                  |   | Name:  | Daniel C. Stanzione    |
| Title: | Chairman of the Board and Chief   Executive Officer |   | Title: | Director               |
|   |                                                |   |
| By:    | /s/ Bruce R.  Bond                                  |   |   | By:                    | /s/ Paula  Stern            |   |
| Name:  | Bruce R. Bond                                       |   | Name:  | Paula Stern            |
| Title: | Director                                            |   | Title: | Director               |
|   |                                                |   |
| By:    | /s/ Joseph P.  Landy                                |   |   | By:                    | /s/ Anthony  P. Terracciano |   |
| Name:  | Joseph P. Landy                                     |   | Name:  | Anthony P. Terracciano |
| Title: | Director                                            |   | Title: | Director               |
|   |                                                |   |
| By:    | /s/ Mark  Leslie                                    |   |   | By:                    | /s/ Richard  F. Wallman     |   |
| Name:  | Mark Leslie                                         |   | Name:  | Richard F. Wallman     |
| Title: | Director                                            |   | Title: | Director               |
|   |                                                |   |
| By:    | /s/ Hellene  S. Runtagh                             |   |   | By:                    | /s/ Ronald  L. Zarrella     |   |
| Name:  | Hellene S. Runtagh                                  |   | Name:  | Ronald L. Zarrella     |
| Title: | Director                                            |   | Title: | Director               |
|   |                                                |   |
| By:    | /s/ Philip  A. Odeen                                |   |   |                   |
| Name:  | Philip A. Odeen                                     |   |   |
| Title: | Director                                            |   |   |
|        |                                                     |        |        |                        |                             |        |  |  |

 

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