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EXHIBIT 24
POWER OF ATTORNEY
Each person whose signature appears below appoints Nickolas A. Branica
and Paul K. Suijk, and either of them (with full power in each to act alone), as
true and lawful attorneys-in-fact, with full power of substitution and
resubstitution, for and in the name, place and stead of the undersigned, in any
and all capacities, to sign and file with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "Securities
Act"), (1) Comdial Corporation's (the "Corporation") Registration Statement on
Form S-8 relating to the Comdial Corporation 401(k) Plan, the Comdial
Corporation 1992 Stock Incentive Plan, and the Comdial Corporation 1992
Non-Employee Directors' Stock Incentive Plan (the "Plans"), (2) any and all
post-effective amendments to the registration statement on Form S-8, and any and
all instruments and documents filed as a part of or in connection with said
registration statement or amendments thereto, covering the shares of the
Corporation's Common Stock, par value $.01 per share issued in connection with
the Plans, and (3) any registration statements, reports and applications
relating to such securities filed by the Corporation with the Commission and/or
any national securities exchanges under the Securities Exchange Act of 1934, as
amended, and any and all amendments thereto, and any and all instruments and
documents filed as part of or in connection with such registration statements or
reports of amendments thereto; granting unto said attorney-in-facts, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully for all intents and purposes as they might or
could do in person, hereby ratifying and confirming all that the said
attorneys-in-fact, shall do or cause to be done by virtue hereof.
Signature Title Date
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/s/ John W. Rosenblum Director November 14, 2000
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John W. Rosenblum
/s/ Robert P. Collins Director November 14, 2000
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Robert P. Collins
/s/ Barbara J. Dreyer Director November 15, 2000
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Barbara J. Dreyer
/s/ Robert E. Spekman Director November 15, 2000
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Robert E. Spekman
