Exhibit 24.6

                                POWER OF ATTORNEY

I, Edwin M. Cooperman, a duly elected Director of COMDIAL CORPORATION, a
Delaware corporation, do hereby constitute and appoint Ralph R. Dyer and Carla
K. Luke, or either of them, my true and lawful attorneys-in-fact, each with full
power of substitution, for me and in my name, place and stead, in any and all
capacities (including without limitation, as Director of Comdial), to sign
Comdial's Annual Report on Form 10-K for the year ended December 31, 2002, which
is to be filed with the Securities and Exchange Commission, with all exhibits
thereto, and any and all documents in connection therewith, hereby granting unto
said attorney-in-fact and agent full power and authority to do and perform any
and all acts and things requisite and necessary to be done, and hereby ratifying
and confirming all that said attorney-in-fact and agent may do or cause to be
done by virtue hereof. This power of attorney shall not terminate upon my
disability.

Dated: 03/27/03


       /s/ Edwin M. Cooperman
       -------------------------------------
       Edwin M. Cooperman