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EXHIBIT 24.2
I, the undersigned, SHAWNA L. GEHRES, Secretary of THE
WILLIAMS COMPANIES, INC., a Delaware company (hereinafter called the "Company"),
do hereby certify that at a meeting of the Board of Directors of the Company,
duly convened and held on May 21, 1998, at which a quorum of said Board was
present and acting throughout, the following resolution was duly adopted:
RESOLVED that the officers of the Company
be, and each hereby is, authorized to execute and file with
the Securities and Exchange Commission under the Securities
Act of 1933, as amended, a shelf Registration Statement on
Form S-3, and all amendments and supplements thereto and all
required exhibits and documents in connection therewith, and
the Prospectus contained therein, and all amendments or
supplements thereto (the "Registration Statement"), with
respect to not more than six hundred and forty million dollars
($640,000,000) aggregate principal amount of Debt Securities
and/or not more than eight hundred million dollars
($800,000,000) aggregate principal amount of Preferred
Securities (collectively the "Securities"), which Securities
may contain exchangeability, convertibility, and/or redemption
provisions, and to do, or cause to be done, all such other
acts and things as, in their opinion or in the opinion of any
of them, may be necessary or desirable and proper in order to
effect such filing or in order that such Registration
Statement and any such amendment or amendments may become
effective and may remain in effect as long as shall be
required.
RESOLVED that the form of power of attorney
submitted to this meeting for use in connection with the
execution and filing, for and on behalf of the Company, of the
Registration Statement and any such amendments thereto
referred to in the preceding resolution, is hereby approved,
and the Chairman of the Board, the President, any Vice
President or the Treasurer of the Company is hereby authorized
to execute said power of attorney in the form so presented for
and on behalf of the Company.
RESOLVED that Mr. William G. von Glahn,
Senior Vice President and General Counsel of The Williams
Companies, Inc., be, and he hereby is, designated as the
person authorized to receive notices and communications from
the Securities and Exchange Commission with respect to the
Registration Statement and any amendments thereto and that he
be, and he hereby is, designated the agent for service in
connection with any and all matters relating to the
Registration Statement; and that there hereby is conferred
upon him the powers enumerated in Rule 478 of the
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Rules and Regulations promulgated under the Securities Act of
1933, as amended.
RESOLVED that the officers of the Company
be, and each of them hereby is, authorized and directed in the
name and on behalf of the Company to take any and all actions
which such officers deem necessary or appropriate in order to
obtain a permit, register or qualify the Securities for
issuance and sale or to request an exemption from registration
of the Securities or to register or to obtain a license for
the Company as a dealer or broker under the securities laws of
such of the states of the United States of America and of such
foreign jurisdictions as such officers may deem necessary or
appropriate; and that in connection with such registrations,
permits, licenses, qualifications and exemptions, such
officers are authorized and directed to execute, acknowledge,
verify, deliver, file and publish all such applications,
reports, resolutions, irrevocable consents to service of
process, powers of attorney and other papers and instruments
as may be required under such laws, and to take any and all
further action which such officers deem necessary or
appropriate in order to maintain the registration in effect
for such time period as they may deem to be in the best
interests of the Company.
RESOLVED that if an officer of the Company
shall so elect application may be made to the New York Stock
Exchange, Inc. and to the Pacific Stock Exchange for the
listing upon notice of issuance of the Securities and that the
Chairman of the Board, the President, any Vice President, the
Secretary or the Treasurer of the Company be, and each of them
hereby is, authorized and directed by the Company to prepare,
execute and file the applications required by such stock
exchange and to make such changes as may be necessary to
conform with requirements for the listing of the Securities,
to appear (if requested) before officials of such exchange, to
pay any fees required for such additional listing and to
perform all other acts and things as may be deemed necessary
to effect such listing.
RESOLVED that the Chairman of the Board, the
President, any Vice President, or the Treasurer of the Company
(a "Designated Officer") be, and each of them hereby is,
authorized and empowered to execute, acknowledge and deliver,
for and on behalf of the Company, and under its corporate
seal, which its Secretary or any Assistant Secretary is hereby
authorized to affix and attest, one or more indentures,
including a subordinate indenture, between the Company and a
trustee to be determined by the officer executing such
indenture (the "Indenture") for the purpose of providing for
the issuance, registration, transfer, exchange and payment of
the Securities to be issued pursuant thereto, each such
Indenture to be in the form as the officers executing and
delivering the
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same on behalf of the Company shall approve, such approval to
be conclusively evidenced by such officer's execution,
acknowledgment and delivery of the Indenture.
RESOLVED that the Chairman of the Board, the
President, the Chief Financial Officer, or the Treasurer of
the Company be, and each hereby is, in accordance with the
foregoing resolutions and the limitations previously approved,
authorized to cause the Company to issue and sell one or more
series of the Securities and, in connection with any such
series, determine, approve or appoint, as the case may be:
(a) the exact aggregate principal amount of the series of
Securities, whether Securities of such series are to
be issued as debentures, as notes or as any other
evidences of indebtedness or in any combination
thereof;
(b) the designation of the Securities as senior or
subordinated indebtedness of the Company;
(c) whether each series of Securities shall be sold with
or without competitive bidding, whether through a
public offering or by private placement, or a
combination thereof;
(d) the terms and rights of the Securities, consistent
with the terms of the respective Indenture and the
Registration Statements; provided, however, that no
such Securities shall be secured or convertible into
any equity securities of the Company;
(e) the maturity or maturities of the Securities;
(f) the price to be received by the Company in any
offering or sale of any of the Securities (which may
be at a discount from the principal amount payable at
maturity of such Securities), any public offering
price and any discount received by, or commission
paid to, any underwriters or agents;
(g) the rate or rates at which the Securities shall bear
interest, if any, which rate or rates may vary from
time to time in accordance with a formula to be
approved by any such officer;
(h) the date or dates from which such interest shall
accrue, the dates on which such interest shall be
payable and the record date for the interest payable
on any interest payment date and/or the method by
which such rate or rates or date or dates shall be
determined;
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(i) the place or places, where the principal of (premium,
if any) and interest, if any, on the Securities shall
be payable;
(j) the option, if any, of the Company to redeem the
Securities in whole or in part and the period or
periods within which, the price or prices at which
and the terms and conditions upon which, Securities
may be redeemed, in whole or in part, pursuant to
such option or any sinking fund or otherwise;
(k) the obligation, if any, of the Company to redeem,
purchase or repay Securities pursuant to any
mandatory redemption, sinking fund or analogous
provisions or at the option of a holder thereof and
the period or periods within which, the price or
prices at which and the terms and conditions upon
which, Securities shall be redeemed, purchased or
repaid, in whole or in part, pursuant to such
obligation or option;
(l) the denominations and currencies, including U.S.
dollars, foreign currencies and composite currencies,
in which the Securities shall be issuable and payable
and the election, if any, of holders of Securities to
receive payment of principal (and premium, if any)
and interest in a currency other than the currency in
which such Securities were issued;
(m) such other terms, conditions and provisions as any
such officer shall deem appropriate;
(n) the forms of the Securities; and
(o) whether the Securities will be listed on the New York
Stock Exchange.
RESOLVED that any Designated Officer be, and
each hereby is, authorized to appoint one or more transfer
agents or registrars, depositories, authenticating or paying
agents, calculation agents, exchange rate agents and any other
agents with respect to the Securities, and to execute and
deliver, in the name and on behalf of the Company, any
agreement, instrument or document relating to any such
appointment, for the purpose of implementing and giving effect
to the provisions of each Indenture; provided, however, that
the Company may at any time elect to act in the capacity of
paying agent.
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RESOLVED that any Designated Officer be, and
each hereby is, authorized and directed to execute and deliver
to the trustee for each Indenture an Issuer Order or Officer's
Certificate, as appropriate, referred to in the Indenture and
to perform on behalf of the Company such other procedures
acceptable to such trustee as may be necessary in order to
authorize the authentication and delivery by such trustee of
the Securities.
RESOLVED that any Designated Officer be, and
each hereby is, authorized and directed to cause the Company
to enter into agreements (the "Underwriting Agreement" or
"Distribution Agreements"), with such investment banking
company or companies as any such Designated Officer may choose
(the "Agents"), and with such additional or successor Agents
as any Designated Officer shall select, in the form as the
Designated Officers executing and delivering the same on
behalf of the Company shall approve, such approval to be
conclusively evidenced by such officers execution,
acknowledgment and delivery of the Underwriting Agreement or
Distribution Agreements.
RESOLVED that any Designated Officer be, and
each hereby is, authorized and directed to take, or cause to
be taken, any and all action which any such Designated Officer
may deem necessary or desirable to carry out the purpose and
intent of the foregoing resolutions (hereby ratifying and
confirming any and all actions taken heretofore or hereafter
to accomplish such purposes, all or singular), and to make,
execute and deliver, or cause to be made executed and
delivered, all agreements, undertakings, documents,
instruments or certificates in the name and on behalf of the
Company as any such Designated Officer may deem necessary or
desirable in connection therewith, and to perform, or cause to
be performed, the obligations of the Company under the
Securities, the Indenture, the Underwriting Agreement and the
Distribution Agreement (and any terms agreement thereunder)
and the Registration Statements, and to pay such fees and
expenses as, in their judgment, shall be proper or advisable.
RESOLVED that the officers of the Company
be, and each of them hereby is, authorized to take all such
further action and to execute and deliver all such further
instruments and documents in the name and on behalf of the
Company with its corporate seal or otherwise and to pay such
fees and expenses as, in their judgment, shall be proper or
advisable in order to carry out the intent and to accomplish
the purposes of the foregoing resolutions.
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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 seal of THE WILLIAMS COMPANIES, INC., this 21st day of June, 2000.
/s/ SHAWNA L. GEHRES
-------------------------------
Shawna L. Gehres
Secretary
(CORPORATE SEAL)
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I, the undersigned, SHAWNA L. GEHRES, Secretary of THE
WILLIAMS COMPANIES, INC., a Delaware company (hereinafter called the "Company"),
do hereby certify that at a meeting of the Board of Directors of the Company,
duly convened and held on July 25, 1999, at which a quorum of said Board was
present and acting throughout, the following resolution was duly adopted:
RESOLVED that the officers of the Company
be, and each hereby is, authorized to execute and file with
the Securities and Exchange Commission under the Securities
Act of 1933, as amended, a shelf Registration Statement on
Form S-3, and all amendments and supplements thereto and all
required exhibits and documents in connection therewith, and
the Prospectus contained therein, and all amendments or
supplements thereto (the "Registration Statement"), with
respect to not more than one billion dollars ($1,000,000,000)
aggregate principal amount of Debt Securities (the
"Securities"), and to do, or cause to be done, all such other
acts and things as, in their opinion or in the opinion of any
of them, may be necessary or desirable and proper in order to
effect such filing or in order that such Registration
Statement and any such amendment or amendments may become
effective and may remain in effect as long as shall be
required.
RESOLVED that the form of power of attorney
submitted to this meeting for use in connection with the
execution and filing, for and on behalf of the Company, of the
Registration Statement and any such amendments thereto
referred to in the preceding resolution, is hereby approved,
and the Chairman of the Board, the President, any Vice
President or the Treasurer of the Company is hereby authorized
to execute said power of attorney in the form so presented for
and on behalf of the Company.
RESOLVED that Mr. William G. von Glahn,
Senior Vice President and General Counsel of The Williams
Companies, Inc., be, and he hereby is, designated as the
person authorized to receive notices and communications from
the Securities and Exchange Commission with respect to the
Registration Statement and any amendments thereto and that he
be, and he hereby is, designated the agent for service in
connection with any and all matters relating to the
Registration Statement; and that there hereby is conferred
upon him the powers enumerated in Rule 478 of the Rules and
Regulations promulgated under the Securities Act of 1933, as
amended.
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Page 2
RESOLVED that the officers of the Company
be, and each of them hereby is, authorized and directed in the
name and on behalf of the Company to take any and all actions
which such officers deem necessary or appropriate in order to
obtain a permit, register or qualify the Securities for
issuance and sale or to request an exemption from registration
of the Securities or to register or to obtain a license for
the Company as a dealer or broker under the securities laws of
such of the states of the United States of America and of such
foreign jurisdictions as such officers may deem necessary or
appropriate; and that in connection with such registrations,
permits, licenses, qualifications and exemptions, such
officers are authorized and directed to execute, acknowledge,
verify, deliver, file and publish all such applications,
reports, resolutions, irrevocable consents to service of
process, powers of attorney and other papers and instruments
as may be required under such laws, and to take any and all
further action which such officers deem necessary or
appropriate in order to maintain the registration in effect
for such time period as they may deem to be in the best
interests of the Company.
RESOLVED that if an officer of the Company
shall so elect application may be made to the New York Stock
Exchange, Inc. and to the Pacific Stock Exchange for the
listing upon notice of issuance of the Securities and that the
Chairman of the Board, the President, any Vice President, the
Secretary or the Treasurer of the Company be, and each of them
hereby is, authorized and directed by the Company to prepare,
execute and file the applications required by such stock
exchange and to make such changes as may be necessary to
conform with requirements for the listing of the Securities,
to appear (if requested) before officials of such exchange, to
pay any fees required for such additional listing and to
perform all other acts and things as may be deemed necessary
to effect such listing.
RESOLVED that the Chairman of the Board, the
President, any Vice President, or the Treasurer of the Company
(a "Designated Officer") be, and each of them hereby is,
authorized and empowered to execute, acknowledge and deliver,
for and on behalf of the Company, and under its corporate
seal, which its Secretary or any Assistant Secretary is hereby
authorized to affix and attest, one or more indentures,
including a subordinate indenture, between the Company and a
trustee to be determined by the officer executing such
indenture (the "Indenture") for the purpose of providing for
the issuance, registration, transfer, exchange and payment of
the Securities to be issued pursuant thereto, each such
Indenture to be in the form as the officers executing and
delivering the same on behalf of the Company shall approve,
such approval to be conclusively evidenced by such officer's
execution, acknowledgment and delivery of the Indenture.
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Page 3
RESOLVED that the Chairman of the Board, the
President, the Chief Financial Officer, or the Treasurer of
the Company be, and each hereby is, in accordance with the
foregoing resolutions and the limitations previously approved,
authorized to cause the Company to issue and sell one or more
series of the Securities and, in connection with any such
series, determine, approve or appoint, as the case may be:
(a) the exact aggregate principal amount of the
series of Securities, whether Securities of
such series are to be issued as debentures,
as notes or as any other evidences of
indebtedness or in any combination thereof;
(b) the designation of the Securities as senior
or subordinated indebtedness of the Company;
(c) whether each series of Securities shall be
sold with or without competitive bidding,
whether through a public offering or by
private placement, or a combination thereof;
(d) the terms and rights of the Securities,
consistent with the terms of the respective
Indenture and the Registration Statements;
provided, however, that no such Securities
shall be secured or convertible into any
equity securities of the Company;
(e) the maturity or maturities of the
Securities;
(f) the price to be received by the Company in
any offering or sale of any of the
Securities (which may be at a discount from
the principal amount payable at maturity of
such Securities), any public offering price
and any discount received by, or commission
paid to, any underwriters or agents;
(g) the rate or rates at which the Securities
shall bear interest, if any, which rate or
rates may vary from time to time in
accordance with a formula to be approved by
any such officer;
(h) the date or dates from which such interest
shall accrue, the dates on which such
interest shall be payable and the record
date for the interest payable on any
interest payment date and/or the method by
which such rate or rates or date or dates
shall be determined;
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Page 4
(i) the place or places, where the principal of
(premium, if any) and interest, if any, on
the Securities shall be payable;
(j) the option, if any, of the Company to redeem
the Securities in whole or in part and the
period or periods within which, the price or
prices at which and the terms and conditions
upon which, Securities may be redeemed, in
whole or in part, pursuant to such option or
any sinking fund or otherwise;
(k) the obligation, if any, of the Company to
redeem, purchase or repay Securities
pursuant to any mandatory redemption,
sinking fund or analogous provisions or at
the option of a holder thereof and the
period or periods within which, the price or
prices at which and the terms and conditions
upon which, Securities shall be redeemed,
purchased or repaid, in whole or in part,
pursuant to such obligation or option;
(l) the denominations and currencies, including
U.S. dollars, foreign currencies and
composite currencies, in which the
Securities shall be issuable and payable and
the election, if any, of holders of
Securities to receive payment of principal
(and premium, if any) and interest in a
currency other than the currency in which
such Securities were issued;
(m) such other terms, conditions and provisions
as any such officer shall deem appropriate;
(n) the forms of the Securities; and
(o) whether the Securities will be listed on the
New York Stock Exchange.
RESOLVED that any Designated Officer be, and
each hereby is, authorized to appoint one or more transfer
agents or registrars, depositories, authenticating or paying
agents, calculation agents, exchange rate agents and any other
agents with respect to the Securities, and to execute and
deliver, in the name and on behalf of the Company, any
agreement, instrument or document relating to any such
appointment, for the purpose of implementing and giving effect
to the provisions of each Indenture; provided, however, that
the Company may at any time elect to act in the capacity of
paying agent.
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Page 5
RESOLVED that any Designated Officer be, and
each hereby is, authorized and directed to execute and deliver
to the trustee for each Indenture an Issuer Order or Officer's
Certificate, as appropriate, referred to in the Indenture and
to perform on behalf of the Company such other procedures
acceptable to such trustee as may be necessary in order to
authorize the authentication and delivery by such trustee of
the Securities.
RESOLVED that any Designated Officer be, and
each hereby is, authorized and directed to cause the Company
to enter into agreements (the "Underwriting Agreement" or
"Distribution Agreements"), with such investment banking
company or companies as any such Designated Officer may choose
(the "Agents"), and with such additional or successor Agents
as any Designated Officer shall select, in the form as the
Designated Officers executing and delivering the same on
behalf of the Company shall approve, such approval to be
conclusively evidenced by such officers execution,
acknowledgment and delivery of the Underwriting Agreement or
Distribution Agreements.
RESOLVED that any Designated Officer be, and
each hereby is, authorized and directed to take, or cause to
be taken, any and all action which any such Designated Officer
may deem necessary or desirable to carry out the purpose and
intent of the foregoing resolutions (hereby ratifying and
confirming any and all actions taken heretofore or hereafter
to accomplish such purposes, all or singular), and to make,
execute and deliver, or cause to be made executed and
delivered, all agreements, undertakings, documents,
instruments or certificates in the name and on behalf of the
Company as any such Designated Officer may deem necessary or
desirable in connection therewith, and to perform, or cause to
be performed, the obligations of the Company under the
securities, the Indenture, the Underwriting Agreement and the
Distribution Agreement (and any terms agreement thereunder)
and the Registration Statements, and to pay such fees and
expenses as, in their judgment, shall be proper or advisable.
RESOLVED that the officers of the Company
be, and each of them hereby is, authorized to take all such
further action and to execute and deliver all such further
instruments and documents in the name and on behalf of the
Company with its corporate seal or otherwise and to pay such
fees and expenses as, in their judgment, shall be proper or
advisable in order to carry out the intent and to accomplish
the purposes of the foregoing resolutions.
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Page 6
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 seal of THE WILLIAMS COMPANIES, INC., this 21st day of June, 2000.
/s/ SHAWNA L. GEHRES
--------------------------------
Shawna L. Gehres
Secretary
(CORPORATE SEAL)
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I, the undersigned, SHAWNA L. GEHRES, Secretary of THE
WILLIAMS COMPANIES, INC., a Delaware company (hereinafter called the "Company"),
do hereby certify that at a meeting of the Board of Directors of the Company,
duly convened and held on January 23, 2000, at which a quorum of said Board was
present and acting throughout, the following resolution was duly adopted:
RESOLVED that the resolutions of the Board
of Directors adopted on July 26, 1998, and July 25, 1999, each
authorizing the Company to register and issue up to one
billion dollars of debt securities and preferred stock of the
Company, be, and each of them hereby is, amended to include,
in addition to the authority previously granted, authority to
register and issue equity hybrid securities and other
securities convertible into equity securities of the Company
and that such resolutions shall otherwise remain in full force
and effect;
RESOLVED that the officers of the Company be, and
each of them hereby is, authorized to take such action, for
and on behalf of the Company, as may be necessary or desirable
to effect the intent of the foregoing resolution, including,
without limitation, filing a post-effective amendment with the
Securities and Exchange Commission to amend the Company's
Registration Statement on Form S-3 (File Number 333-66141) to
include the additional types of securities authorized herein.
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 seal of THE WILLIAMS COMPANIES, INC., this 21st day of June, 2000.
/s/ SHAWNA L. GEHRES
------------------------
Shawna L. Gehres
Secretary
(CORPORATE SEAL)
