EX-24 3 cnxposam1s3aug2004ex24.htm EXHIBIT 24

EXHIBIT 24

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints DENNIS E. O’REILLY, JASMINA THEODORE BOULANGER and PETER R. KOLYER, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power to them and each of them (including the full power of substitution and resubstitution) to sign for him and in his name and in the capacity or capacities indicated below post-effective amendments to the Registration Statements (as defined below) and any and all other amendments and supplements thereto to be filed by Conexant Systems, Inc. (the “Company”) with the Securities and Exchange Commission (the “Commission”) for the purpose of withdrawing from registration under the Securities Act of 1933, as amended (the “Securities Act”), all shares of Common Stock, par value $.01 per share, of the Company (including the associated preferred share purchase rights, the “Company Common Stock”) issued or issuable by the Company in connection with the acquisitions by the Company of Istari Design, Inc., Oak Technology Ltd., Microcosm Communications Limited, Philsar Semiconductor Inc., HotRail, Inc., Sierra Imaging, Inc., Applied Telecom, Inc., Novanet Semiconductor Ltd., HyperXS Communications, Inc. and certain assets of iCompression, Inc. and that remain unsold under outstanding Registration Statements on Form S-3 of the Company (the “Registration Statements”); and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Signature Title Date

/s/ DWIGHT W. DECKER


Dwight W. Decker

Chairman of the Board of Directors

August 19, 2004

/s/ ARMANDO GEDAY


Armando Geday

Chief Executive Officer (principal
executive officer) and Director

August 19, 2004



Signature Title Date

/s/ DONALD R. BEALL


Donald R. Beall

Director

August 19, 2004

/s/ STEVEN J. BILODEAU


Steven J. Bilodeau

Director

August 19, 2004

/s/ RALPH J. CICERONE


Ralph J. Cicerone

Director

August 19, 2004

/s/ DIPANJAN DEB


Dipanjan Deb

Director

August 19, 2004

/s/ F. CRAIG FARRILL


F. Craig Farrill

Director

August 19, 2004

/s/ BALAKRISHNAN S. IYER


Balakrishnan S. Iyer

Director

August 19, 2004

/s/ JOHN W. MARREN


John W. Marren

Director

August 19, 2004

/s/ D. SCOTT MERCER


D. Scott Mercer

Director

August 19, 2004

/s/ JERRE L. STEAD


Jerre L. Stead

Director

August 19, 2004

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Signature Title Date

/s/ GIUSEPPE P. ZOCCO


Giuseppe P. Zocco

Director

August 19, 2004

/s/ J. SCOTT BLOUIN


J. Scott Blouin

Senior Vice President and
Chief Financial Officer
(principal financial and accounting officer)

August 19, 2004



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