<PAGE> 1
EXHIBIT 24.1
TRANSOCEAN SEDCO FOREX INC.
POWER OF ATTORNEY
WHEREAS, TRANSOCEAN SEDCO FOREX INC., a Cayman Islands company (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Act of 1933, as amended (the
"Securities Act"), and the rules and regulations of the Commission promulgated
thereunder, a registration statement on Form S-4 for the registration of
ordinary shares, par value $.01 per share, to be issued in connection with the
merger of TSF Delaware Inc., a Delaware corporation and an indirect wholly owned
subsidiary of the Company, with and into R&B Falcon Corporation, a Delaware
corporation, as described in the Agreement and Plan of Merger, dated as of
August 19, 2000, together with any and all exhibits, documents and other
instruments and documents necessary, advisable or appropriate in connection
therewith, including any amendments thereto (the "Form S-4");
NOW, THEREFORE, the undersigned, in his capacity as a director or officer
or both, as the case may be, of the Company, does hereby appoint J. Michael
Talbert, Robert L. Long, Eric B. Brown, William E. Turcotte, Ricardo Rosa and
Brenda S. Masters, and each of them severally, his true and lawful attorney or
attorneys with power to act with or without the other, and with full power of
substitution and resubstitution, to execute in his name, place and stead, in his
capacity as director, officer or both, as the case may be, of the Company, the
Form S-4 and any and all amendments thereto, including any and all exhibits and
other instruments and documents said attorney or attorneys shall deem necessary,
appropriate or advisable in connection therewith, and any registration statement
for the same offering filed pursuant to Rule 462 under the Securities Act, and
to file the same with the Commission and to appear before the Commission in
connection with any matter relating thereto. Each of said attorneys shall have
full power and authority to do and perform in the name and on behalf of the
undersigned, in any and all capacities, every act whatsoever necessary or
desirable to be done in the premises, as fully and to all intents and purposes
as the undersigned might or could do in person, the undersigned hereby ratifying
and approving the acts that said attorneys and each of them, or their or his
substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney as
of the 14th day of September, 2000.
By: /s/ VICTOR E. GRIJALVA
----------------------------------
Name: Victor E. Grijalva
Title: Chairman
<PAGE> 2
TRANSOCEAN SEDCO FOREX INC.
POWER OF ATTORNEY
WHEREAS, TRANSOCEAN SEDCO FOREX INC., a Cayman Islands company (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Act of 1933, as amended (the
"Securities Act"), and the rules and regulations of the Commission promulgated
thereunder, a registration statement on Form S-4 for the registration of
ordinary shares, par value $.01 per share, to be issued in connection with the
merger of TSF Delaware Inc., a Delaware corporation and an indirect wholly owned
subsidiary of the Company, with and into R&B Falcon Corporation, a Delaware
corporation, as described in the Agreement and Plan of Merger, dated as of
August 19, 2000, together with any and all exhibits, documents and other
instruments and documents necessary, advisable or appropriate in connection
therewith, including any amendments thereto (the "Form S-4");
NOW, THEREFORE, the undersigned, in his capacity as a director or officer
or both, as the case may be, of the Company, does hereby appoint J. Michael
Talbert, Robert L. Long, Eric B. Brown, William E. Turcotte, Ricardo Rosa and
Brenda S. Masters, and each of them severally, his true and lawful attorney or
attorneys with power to act with or without the other, and with full power of
substitution and resubstitution, to execute in his name, place and stead, in his
capacity as director, officer or both, as the case may be, of the Company, the
Form S-4 and any and all amendments thereto, including any and all exhibits and
other instruments and documents said attorney or attorneys shall deem necessary,
appropriate or advisable in connection therewith, and any registration statement
for the same offering filed pursuant to Rule 462 under the Securities Act, and
to file the same with the Commission and to appear before the Commission in
connection with any matter relating thereto. Each of said attorneys shall have
full power and authority to do and perform in the name and on behalf of the
undersigned, in any and all capacities, every act whatsoever necessary or
desirable to be done in the premises, as fully and to all intents and purposes
as the undersigned might or could do in person, the undersigned hereby ratifying
and approving the acts that said attorneys and each of them, or their or his
substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney as
of the 14th day of September, 2000.
By: /s/ RICHARD D. KINDER
----------------------------------
Name: Richard D. Kinder
Title: Director
<PAGE> 3
TRANSOCEAN SEDCO FOREX INC.
POWER OF ATTORNEY
WHEREAS, TRANSOCEAN SEDCO FOREX INC., a Cayman Islands company (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Act of 1933, as amended (the
"Securities Act"), and the rules and regulations of the Commission promulgated
thereunder, a registration statement on Form S-4 for the registration of
ordinary shares, par value $.01 per share, to be issued in connection with the
merger of TSF Delaware Inc., a Delaware corporation and an indirect wholly owned
subsidiary of the Company, with and into R&B Falcon Corporation, a Delaware
corporation, as described in the Agreement and Plan of Merger, dated as of
August 19, 2000, together with any and all exhibits, documents and other
instruments and documents necessary, advisable or appropriate in connection
therewith, including any amendments thereto (the "Form S-4");
NOW, THEREFORE, the undersigned, in his capacity as a director or officer
or both, as the case may be, of the Company, does hereby appoint J. Michael
Talbert, Robert L. Long, Eric B. Brown, William E. Turcotte, Ricardo Rosa and
Brenda S. Masters, and each of them severally, his true and lawful attorney or
attorneys with power to act with or without the other, and with full power of
substitution and resubstitution, to execute in his name, place and stead, in his
capacity as director, officer or both, as the case may be, of the Company, the
Form S-4 and any and all amendments thereto, including any and all exhibits and
other instruments and documents said attorney or attorneys shall deem necessary,
appropriate or advisable in connection therewith, and any registration statement
for the same offering filed pursuant to Rule 462 under the Securities Act, and
to file the same with the Commission and to appear before the Commission in
connection with any matter relating thereto. Each of said attorneys shall have
full power and authority to do and perform in the name and on behalf of the
undersigned, in any and all capacities, every act whatsoever necessary or
desirable to be done in the premises, as fully and to all intents and purposes
as the undersigned might or could do in person, the undersigned hereby ratifying
and approving the acts that said attorneys and each of them, or their or his
substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney as
of the 14th day of September, 2000.
By: /s/ RONALD L. KUEHN, JR.
----------------------------------
Name: Ronald L. Kuehn, Jr.
Title: Director
<PAGE> 4
TRANSOCEAN SEDCO FOREX INC.
POWER OF ATTORNEY
WHEREAS, TRANSOCEAN SEDCO FOREX INC., a Cayman Islands company (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Act of 1933, as amended (the
"Securities Act"), and the rules and regulations of the Commission promulgated
thereunder, a registration statement on Form S-4 for the registration of
ordinary shares, par value $.01 per share, to be issued in connection with the
merger of TSF Delaware Inc., a Delaware corporation and an indirect wholly owned
subsidiary of the Company, with and into R&B Falcon Corporation, a Delaware
corporation, as described in the Agreement and Plan of Merger, dated as of
August 19, 2000, together with any and all exhibits, documents and other
instruments and documents necessary, advisable or appropriate in connection
therewith, including any amendments thereto (the "Form S-4");
NOW, THEREFORE, the undersigned, in his capacity as a director or officer
or both, as the case may be, of the Company, does hereby appoint J. Michael
Talbert, Robert L. Long, Eric B. Brown, William E. Turcotte, Ricardo Rosa and
Brenda S. Masters, and each of them severally, his true and lawful attorney or
attorneys with power to act with or without the other, and with full power of
substitution and resubstitution, to execute in his name, place and stead, in his
capacity as director, officer or both, as the case may be, of the Company, the
Form S-4 and any and all amendments thereto, including any and all exhibits and
other instruments and documents said attorney or attorneys shall deem necessary,
appropriate or advisable in connection therewith, and any registration statement
for the same offering filed pursuant to Rule 462 under the Securities Act, and
to file the same with the Commission and to appear before the Commission in
connection with any matter relating thereto. Each of said attorneys shall have
full power and authority to do and perform in the name and on behalf of the
undersigned, in any and all capacities, every act whatsoever necessary or
desirable to be done in the premises, as fully and to all intents and purposes
as the undersigned might or could do in person, the undersigned hereby ratifying
and approving the acts that said attorneys and each of them, or their or his
substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney as
of the 14th day of September, 2000.
By: /s/ ARTHUR LINDENAUER
----------------------------------
Name: Arthur Lindenauer
Title: Director
<PAGE> 5
TRANSOCEAN SEDCO FOREX INC.
POWER OF ATTORNEY
WHEREAS, TRANSOCEAN SEDCO FOREX INC., a Cayman Islands company (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Act of 1933, as amended (the
"Securities Act"), and the rules and regulations of the Commission promulgated
thereunder, a registration statement on Form S-4 for the registration of
ordinary shares, par value $.01 per share, to be issued in connection with the
merger of TSF Delaware Inc., a Delaware corporation and an indirect wholly owned
subsidiary of the Company, with and into R&B Falcon Corporation, a Delaware
corporation, as described in the Agreement and Plan of Merger, dated as of
August 19, 2000, together with any and all exhibits, documents and other
instruments and documents necessary, advisable or appropriate in connection
therewith, including any amendments thereto (the "Form S-4");
NOW, THEREFORE, the undersigned, in his capacity as a director or officer
or both, as the case may be, of the Company, does hereby appoint J. Michael
Talbert, Robert L. Long, Eric B. Brown, William E. Turcotte, Ricardo Rosa and
Brenda S. Masters, and each of them severally, his true and lawful attorney or
attorneys with power to act with or without the other, and with full power of
substitution and resubstitution, to execute in his name, place and stead, in his
capacity as director, officer or both, as the case may be, of the Company, the
Form S-4 and any and all amendments thereto, including any and all exhibits and
other instruments and documents said attorney or attorneys shall deem necessary,
appropriate or advisable in connection therewith, and any registration statement
for the same offering filed pursuant to Rule 462 under the Securities Act, and
to file the same with the Commission and to appear before the Commission in
connection with any matter relating thereto. Each of said attorneys shall have
full power and authority to do and perform in the name and on behalf of the
undersigned, in any and all capacities, every act whatsoever necessary or
desirable to be done in the premises, as fully and to all intents and purposes
as the undersigned might or could do in person, the undersigned hereby ratifying
and approving the acts that said attorneys and each of them, or their or his
substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney as
of the 18th day of September, 2000.
By: /s/ ROBERT L. LONG
------------------------------------
Robert L. Long
Executive Vice President and Chief
Financial Officer
<PAGE> 6
TRANSOCEAN SEDCO FOREX INC.
POWER OF ATTORNEY
WHEREAS, TRANSOCEAN SEDCO FOREX INC., a Cayman Islands company (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Act of 1933, as amended (the
"Securities Act"), and the rules and regulations of the Commission promulgated
thereunder, a registration statement on Form S-4 for the registration of
ordinary shares, par value $.01 per share, to be issued in connection with the
merger of TSF Delaware Inc., a Delaware corporation and an indirect wholly owned
subsidiary of the Company, with and into R&B Falcon Corporation, a Delaware
corporation, as described in the Agreement and Plan of Merger, dated as of
August 19, 2000, together with any and all exhibits, documents and other
instruments and documents necessary, advisable or appropriate in connection
therewith, including any amendments thereto (the "Form S-4");
NOW, THEREFORE, the undersigned, in his capacity as a director or officer
or both, as the case may be, of the Company, does hereby appoint J. Michael
Talbert, Robert L. Long, Eric B. Brown, William E. Turcotte, Ricardo Rosa and
Brenda S. Masters, and each of them severally, his true and lawful attorney or
attorneys with power to act with or without the other, and with full power of
substitution and resubstitution, to execute in his name, place and stead, in his
capacity as director, officer or both, as the case may be, of the Company, the
Form S-4 and any and all amendments thereto, including any and all exhibits and
other instruments and documents said attorney or attorneys shall deem necessary,
appropriate or advisable in connection therewith, and any registration statement
for the same offering filed pursuant to Rule 462 under the Securities Act, and
to file the same with the Commission and to appear before the Commission in
connection with any matter relating thereto. Each of said attorneys shall have
full power and authority to do and perform in the name and on behalf of the
undersigned, in any and all capacities, every act whatsoever necessary or
desirable to be done in the premises, as fully and to all intents and purposes
as the undersigned might or could do in person, the undersigned hereby ratifying
and approving the acts that said attorneys and each of them, or their or his
substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney as
of the 14th day of September, 2000.
By: /s/ MARTIN B. McNAMARA
----------------------------------
Name: Martin B. McNamara
Title: Director
<PAGE> 7
TRANSOCEAN SEDCO FOREX INC.
POWER OF ATTORNEY
WHEREAS, TRANSOCEAN SEDCO FOREX INC., a Cayman Islands company (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Act of 1933, as amended (the
"Securities Act"), and the rules and regulations of the Commission promulgated
thereunder, a registration statement on Form S-4 for the registration of
ordinary shares, par value $.01 per share, to be issued in connection with the
merger of TSF Delaware Inc., a Delaware corporation and an indirect wholly owned
subsidiary of the Company, with and into R&B Falcon Corporation, a Delaware
corporation, as described in the Agreement and Plan of Merger, dated as of
August 19, 2000, together with any and all exhibits, documents and other
instruments and documents necessary, advisable or appropriate in connection
therewith, including any amendments thereto (the "Form S-4");
NOW, THEREFORE, the undersigned, in his capacity as a director or officer
or both, as the case may be, of the Company, does hereby appoint J. Michael
Talbert, Robert L. Long, Eric B. Brown, William E. Turcotte, Ricardo Rosa and
Brenda S. Masters, and each of them severally, his true and lawful attorney or
attorneys with power to act with or without the other, and with full power of
substitution and resubstitution, to execute in his name, place and stead, in his
capacity as director, officer or both, as the case may be, of the Company, the
Form S-4 and any and all amendments thereto, including any and all exhibits and
other instruments and documents said attorney or attorneys shall deem necessary,
appropriate or advisable in connection therewith, and any registration statement
for the same offering filed pursuant to Rule 462 under the Securities Act, and
to file the same with the Commission and to appear before the Commission in
connection with any matter relating thereto. Each of said attorneys shall have
full power and authority to do and perform in the name and on behalf of the
undersigned, in any and all capacities, every act whatsoever necessary or
desirable to be done in the premises, as fully and to all intents and purposes
as the undersigned might or could do in person, the undersigned hereby ratifying
and approving the acts that said attorneys and each of them, or their or his
substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney as
of the 14th day of September, 2000.
By: /s/ ROBERTO MONTI
----------------------------------
Name: Roberto Monti
Title: Director
<PAGE> 8
TRANSOCEAN SEDCO FOREX INC.
POWER OF ATTORNEY
WHEREAS, TRANSOCEAN SEDCO FOREX INC., a Cayman Islands company (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Act of 1933, as amended (the
"Securities Act"), and the rules and regulations of the Commission promulgated
thereunder, a registration statement on Form S-4 for the registration of
ordinary shares, par value $.01 per share, to be issued in connection with the
merger of TSF Delaware Inc., a Delaware corporation and an indirect wholly owned
subsidiary of the Company, with and into R&B Falcon Corporation, a Delaware
corporation, as described in the Agreement and Plan of Merger, dated as of
August 19, 2000, together with any and all exhibits, documents and other
instruments and documents necessary, advisable or appropriate in connection
therewith, including any amendments thereto (the "Form S-4");
NOW, THEREFORE, the undersigned, in his capacity as a director or officer
or both, as the case may be, of the Company, does hereby appoint J. Michael
Talbert, Robert L. Long, Eric B. Brown, William E. Turcotte, Ricardo Rosa and
Brenda S. Masters, and each of them severally, his true and lawful attorney or
attorneys with power to act with or without the other, and with full power of
substitution and resubstitution, to execute in his name, place and stead, in his
capacity as director, officer or both, as the case may be, of the Company, the
Form S-4 and any and all amendments thereto, including any and all exhibits and
other instruments and documents said attorney or attorneys shall deem necessary,
appropriate or advisable in connection therewith, and any registration statement
for the same offering filed pursuant to Rule 462 under the Securities Act, and
to file the same with the Commission and to appear before the Commission in
connection with any matter relating thereto. Each of said attorneys shall have
full power and authority to do and perform in the name and on behalf of the
undersigned, in any and all capacities, every act whatsoever necessary or
desirable to be done in the premises, as fully and to all intents and purposes
as the undersigned might or could do in person, the undersigned hereby ratifying
and approving the acts that said attorneys and each of them, or their or his
substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney as
of the 14th day of September, 2000.
By: /s/ ALAIN ROGER
----------------------------------
Name: Alain Roger
Title: Director
<PAGE> 9
TRANSOCEAN SEDCO FOREX INC.
POWER OF ATTORNEY
WHEREAS, TRANSOCEAN SEDCO FOREX INC., a Cayman Islands company (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Act of 1933, as amended (the
"Securities Act"), and the rules and regulations of the Commission promulgated
thereunder, a registration statement on Form S-4 for the registration of
ordinary shares, par value $.01 per share, to be issued in connection with the
merger of TSF Delaware Inc., a Delaware corporation and an indirect wholly owned
subsidiary of the Company, with and into R&B Falcon Corporation, a Delaware
corporation, as described in the Agreement and Plan of Merger, dated as of
August 19, 2000, together with any and all exhibits, documents and other
instruments and documents necessary, advisable or appropriate in connection
therewith, including any amendments thereto (the "Form S-4");
NOW, THEREFORE, the undersigned, in his capacity as a director or officer
or both, as the case may be, of the Company, does hereby appoint J. Michael
Talbert, Robert L. Long, Eric B. Brown, William E. Turcotte, Ricardo Rosa and
Brenda S. Masters, and each of them severally, his true and lawful attorney or
attorneys with power to act with or without the other, and with full power of
substitution and resubstitution, to execute in his name, place and stead, in his
capacity as director, officer or both, as the case may be, of the Company, the
Form S-4 and any and all amendments thereto, including any and all exhibits and
other instruments and documents said attorney or attorneys shall deem necessary,
appropriate or advisable in connection therewith, and any registration statement
for the same offering filed pursuant to Rule 462 under the Securities Act, and
to file the same with the Commission and to appear before the Commission in
connection with any matter relating thereto. Each of said attorneys shall have
full power and authority to do and perform in the name and on behalf of the
undersigned, in any and all capacities, every act whatsoever necessary or
desirable to be done in the premises, as fully and to all intents and purposes
as the undersigned might or could do in person, the undersigned hereby ratifying
and approving the acts that said attorneys and each of them, or their or his
substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney as
of the 14th day of September, 2000.
By: /s/ KRISTIAN SIEM
----------------------------------
Name: Kristian Siem
Title: Director
<PAGE> 10
TRANSOCEAN SEDCO FOREX INC.
POWER OF ATTORNEY
WHEREAS, TRANSOCEAN SEDCO FOREX INC., a Cayman Islands company (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Act of 1933, as amended (the
"Securities Act"), and the rules and regulations of the Commission promulgated
thereunder, a registration statement on Form S-4 for the registration of
ordinary shares, par value $.01 per share, to be issued in connection with the
merger of TSF Delaware Inc., a Delaware corporation and an indirect wholly owned
subsidiary of the Company, with and into R&B Falcon Corporation, a Delaware
corporation, as described in the Agreement and Plan of Merger, dated as of
August 19, 2000, together with any and all exhibits, documents and other
instruments and documents necessary, advisable or appropriate in connection
therewith, including any amendments thereto (the "Form S-4");
NOW, THEREFORE, the undersigned, in his capacity as a director or officer
or both, as the case may be, of the Company, does hereby appoint J. Michael
Talbert, Robert L. Long, Eric B. Brown, William E. Turcotte, Ricardo Rosa and
Brenda S. Masters, and each of them severally, his true and lawful attorney or
attorneys with power to act with or without the other, and with full power of
substitution and resubstitution, to execute in his name, place and stead, in his
capacity as director, officer or both, as the case may be, of the Company, the
Form S-4 and any and all amendments thereto, including any and all exhibits and
other instruments and documents said attorney or attorneys shall deem necessary,
appropriate or advisable in connection therewith, and any registration statement
for the same offering filed pursuant to Rule 462 under the Securities Act, and
to file the same with the Commission and to appear before the Commission in
connection with any matter relating thereto. Each of said attorneys shall have
full power and authority to do and perform in the name and on behalf of the
undersigned, in any and all capacities, every act whatsoever necessary or
desirable to be done in the premises, as fully and to all intents and purposes
as the undersigned might or could do in person, the undersigned hereby ratifying
and approving the acts that said attorneys and each of them, or their or his
substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney as
of the 14th day of September, 2000.
By: /s/ IAN C. STRACHAN
----------------------------------
Name: Ian C. Strachan
Title: Director
