EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints each of Anthony J. Conway and David A. Jonas, with
full power to each to act without the other, his or her true and lawful
attorney-in-fact and agent with full power of substitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign the
Annual Report on Form 10-K of Rochester Medical Corporation (the "Company") for
the Company's fiscal year ended September 30, 2000, and any or all amendments
to said Annual Report, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and to file the same with such other authorities as necessary,
granting unto each such attorney-in-fact and agent full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that each such
attorney-in-fact and agent, or his substitute, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed on this 13th
day of December, 2000, by the following persons.
/s/ ANTHONY J. CONWAY /s/ DARNELL L. BOEHM
------------------------- -------------------------
Anthony J. Conway Darnell L. Boehm
/s/ DAVID A. JONAS /s/ PETER CONWAY
------------------------- -------------------------
David A. Jonas Peter Conway
/s/ PHILIP CONWAY /s/ ROGER SCHNOBRICH
------------------------- -------------------------
Philip Conway Roger Schnobrich
/s/ RICHARD FRYAR
-------------------------
Richard Fryar