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EXHIBIT 24.1
POWER OF ATTORNEY
I, the undersigned Director and/or Officer of Conexant Systems, Inc., a
Delaware corporation (the "Company"), hereby constitute DENNIS E. O'REILLY,
JASMINA A. THEODORE and PETER R. KOLYER, and each of them singly, my true and
lawful attorneys with full power to them and each of them to sign for me, and in
my name and in the capacity or capacities indicated below (a) the Registration
Statement on Form S-3 (the "Form S-3") to be filed by the Company with the
Securities and Exchange Commission (the "Commission") for the purpose of
registering under the Securities Act of 1933, as amended (the "Securities Act"),
the offer and sale by the Company of shares of common stock, par value $1.00 per
share, of the Company (including the associated preferred share purchase right,
the "Common Stock") issuable or deliverable upon (i) the exchange for the
exchangeable shares of HotRail, Inc. ("HotRail") issued in connection with the
acquisition by the Company of HotRail (the "Acquisition") and (ii) the exercise
of warrants and options (other than employee stock options) originally issued by
HotRail which were assumed by the Company in connection with the Acquisition to
become warrants and options to purchase Common Stock, and any and all amendments
(including post-effective amendments) and supplements to the Form S-3; and (b) a
Registration Statement on Form S-8 (the "HotRail Form S-8") for the purpose of
registering under the Securities Act the offer and sale of Common Stock under
the Company's HotRail, Inc. 2000 Equity Plan and HotRail, Inc. 1997 Equity
Incentive Plan, and any and all amendments (including post-effective amendments)
and supplements to the HotRail Form S-8.
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<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Dwight W. Decker Chairman of the Board, July 28, 2000
----------------------------- Chief Executive Officer
Dwight W. Decker (principal executive officer)
and Director
/s/ Donald R. Beall Director July 28, 2000
-----------------------------
Donald R. Beall
/s/ Richard M. Bressler Director July 28, 2000
-----------------------------
Richard M. Bressler
/s/ F. Craig Farrill Director July 28, 2000
-----------------------------
F. Craig Farrill
/s/ Jerre L. Stead Director July 28, 2000
-----------------------------
Jerre L. Stead
/s/ Balakrishnan S. Iyer Senior Vice President and July 28, 2000
----------------------------- Chief Financial Officer
Balakrishnan S. Iyer (principal financial officer)
/s/ Steven M. Thomson Vice President and Controller July 28, 2000
----------------------------- (principal accounting officer)
Steven M. Thomson
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