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EXHIBIT 24.1
WILLIAMS COMMUNICATIONS GROUP, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each of the undersigned
individuals, in their capacity as a director or officer, or both, as hereinafter
set forth below their signature, of WILLIAMS COMMUNICATIONS GROUP, INC., a
Delaware corporation ("WCG"), does hereby constitute and appoint BOB F. McCOY,
P. DAVID NEWSOME, JR., SHAWNA L. GEHRES, AND LORETTA K. ROBERTS their true and
lawful attorneys and each of them (with full power to act without the others)
their true and lawful attorneys for them and in their name and in their capacity
as a director or officer, or both, of WCG, as hereinafter set forth below their
signature, to sign a registration statement on Form S-3 for the registration
under the Securities Act of 1933, as amended, of convertible preferred
securities of WCG with an initial aggregate offering price not to exceed three
hundred million dollars ($300,000,000) (including post-effective amendments to
said registration statement), and any and all additional registration statements
pursuant to Rule 462(b) relating to the registration statement on Form S-3, and
to file the same, with all exhibits thereto, and any and all amendments to said
registration statement and any and all other instruments necessary or incidental
in connection therewith, with the Securities and Exchange Commission; and
THAT the undersigned WCG does hereby constitute and appoint BOB F.
McCOY, P. DAVID NEWSOME, JR., SHAWNA L. GEHRES and LORETTA K. ROBERTS its true
and lawful attorneys and each of them (with full power to act without the
others) its true and lawful attorney for it and in its name and on its behalf to
sign said registration statement and any and all amendments and post-effective
amendments thereto and any and all instruments necessary or incidental in
connection therewith.
Each of said attorneys shall have full power of substitution and
resubstitution, and said attorneys or any of them or any substitute appointed by
any of them hereunder shall have full power and authority to do and perform in
the name and on behalf of each of the undersigned, in any and all capacities,
every act whatsoever requisite or necessary to be done in the premises, as fully
to all intents and purposes as each of the undersigned might or could do in
person, the undersigned hereby ratifying and approving the acts of said
attorneys or any of them or of any such substitute pursuant hereto.
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IN WITNESS WHEREOF, the undersigned have executed this instrument, all
as of the 22nd day of September, 2000.
<TABLE>
<S> <C>
/s/ Keith E. Bailey /s/ Howard E. Janzen
----------------------------------- ---------------------------------
Keith E. Bailey Howard E. Janzen
Director and Chairman of the Board Director, President and
Chief Executive Officer
/s/ Scott E. Schubert /s/ Ken Kinnear
----------------------------------- ---------------------------------
Scott E. Schubert Ken Kinnear
Senior Vice President and Vice President and Controller
Chief Financial Officer
/s/ John D. Bumgarner, Jr.
-----------------------------------
John C. Bumgarner, Jr. Director
/s/ J. Cliff Eason
-----------------------------------
J. Cliff Eason Director
/s/ Michael P. Johnson, Sr.
-----------------------------------
Michael P. Johnson, Sr. Director
/s/ Robert W. Lawless
-----------------------------------
Robert W. Lawless Director
/s/ Steven J. Malcolm
-----------------------------------
Steven J. Malcolm Director
/s/ Jack D. McCarthy
-----------------------------------
Jack D. McCarthy Director
/s/ H. Brian Thompson
-----------------------------------
H. Brian Thompson Director
/s/ Cuba Wadlington, Jr.
-----------------------------------
Cuba Wadlington, Jr. Director
/s/ Roy A. Wilkens
-----------------------------------
Roy A. Wilkens Director
</TABLE>
WILLIAMS COMMUNICATIONS GROUP, INC.
ATTEST: By: /s/ Bob F. McCoy
------------------
Bob F. McCoy
Senior Vice President
/s/ P. David Newsome, Jr.
---------------------------
P. David Newsome, Jr.
Secretary
