<PAGE> 1
EXHIBIT 24
THE WILLIAMS COMPANIES, 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 THE WILLIAMS COMPANIES, INC., a Delaware
corporation ("Williams"), does hereby constitute and appoint WILLIAM G. VON
GLAHN, 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 Williams, as hereinafter set forth below their
signature, to sign Williams' Annual Report to the Securities and Exchange
Commission on Form 10-K for the fiscal year ended December 31, 1999, and any and
all amendments thereto or all instruments necessary or incidental in connection
therewith; and
THAT the undersigned Williams does hereby constitute and appoint
WILLIAM G. VON GLAHN, 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 Form 10-K and any and all 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.
IN WITNESS WHEREOF, the undersigned have executed this instrument, all
as of the 23rd day of January, 2000.
/s/ Keith E. Bailey /s/ Jack D. McCarthy
--------------------------------- ---------------------------------
Keith E. Bailey Jack D. McCarthy
Chairman of the Board, Senior Vice President
President and (Principal Financial Officer)
Chief Executive Officer
(Principal Executive Officer)
<PAGE> 2
/s/ Gary R. Belitz
-------------------------------------------
Gary R. Belitz
Controller
(Principal Accounting Officer)
/s/ Hugh M. Chapman /s/ Glenn A. Cox
---------------------------------- ----------------------------------
Hugh M. Chapman Glenn A. Cox
Director Director
/s/ Thomas H. Cruikshank /s/ William E. Green
---------------------------------- ----------------------------------
Thomas H. Cruikshank William E. Green
Director Director
/s/ Patricia L. Higgins /s/ W.R. Howell
---------------------------------- ----------------------------------
Patricia L. Higgins W.R. Howell
Director Director
/s/ James C. Lewis /s/ Jack A. MacAllister
---------------------------------- ----------------------------------
James C. Lewis Jack A. MacAllister
Director Director
/s/ Frank T. MacInnis /s/ Peter C. Meinig
---------------------------------- ----------------------------------
Frank T. MacInnis Peter C. Meinig
Director Director
/s/ Gordon R. Parker /s/ Janice D. Stoney
---------------------------------- ----------------------------------
Gordon R. Parker Janice D. Stoney
Director Director
2
<PAGE> 3
/s/ Joseph H. Williams
------------------------------------------------
Joseph H. Williams
Director
THE WILLIAMS COMPANIES, INC.
By /s/ William G. von Glahn
--------------------------------
William G. von Glahn
Senior Vice President
ATTEST:
/s/ Shawna L. Gehres
------------------------------
Shawna L. Gehres
Secretary
3
<PAGE> 4
THE WILLIAMS COMPANIES, INC.
I, the undersigned, Shawna L. Gehres, Secretary THE WILLIAMS
COMPANIES, INC. a Delaware company (hereinafter called the "Company"), do hereby
certify that pursuant to Section 141(f) of the General Corporation Law of
Delaware, the Board of Directors of this Corporation unanimously consented, as
of January 21, 2000, to the following:
RESOLVED that the Chairman of the Board, the
President or any Vice President of the Company be, and each of
them hereby is, authorized and empowered to execute a Power of
Attorney for use in connection with the execution and filing,
for and on behalf of the Company, under the Securities
Exchange Act of 1934, of the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1999.
I further certify that the foregoing resolution has not been
modified, revoked or rescinded and is in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
corporate seal of THE WILLIAMS COMPANIES, INC. this 20th day of June, 2000.
/s/ Shawna L. Gehres
--------------------------
Shawna L. Gehres
Secretary
[CORPORATE SEAL]
