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EXHIBIT 24.1
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 a registration statement on Form S-8 for the registration
under the Securities Act of 1933, as amended, of Common Stock of Williams
issuable to participants in the 1996 Stock Plan for Nonofficer Employees and any
and all amendments and post-effective amendments to said registration statement
and any and 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 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.
IN WITNESS WHEREOF, the undersigned have executed this
instrument, all as of the 18th day of November, 1999.
/s/ KEITH E. BAILEY /s/ JACK D. MCCARTHY
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Keith E. Bailey Jack D. McCarthy
Chairman of the Board, Senior Vice President
President and (Principal Financial Officer)
Chief Executive Officer
(Principal Executive Officer)
/s/ GARY R. BELITZ
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Gary R. Belitz
Controller
(Principal Accounting Officer)
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/s/ HUGH M. CHAPMAN /s/ GLENN A COX
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Hugh M. Chapman Glenn A Cox
Director Director
/s/ THOMAS H. CRUIKSHANK /s/ WILLIAM E. GREEN
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Thomas H. Cruikshank William E. Green
Director Director
/s/ PATRICIA L. HIGGINS /s/ W. R. HOWELL
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Patricia L. Higgins W. R. Howell
Director Director
/s/ JAMES C. LEWIS /s/ JACK A. MACALLISTER
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James C. Lewis Jack A. MacAllister
Director Director
/s/ FRANK T. MACINNIS /s/ PETER C. MEINIG
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Frank T. MacInnis Peter C. Meinig
Director Director
/s/ GORDON R. PARKER /s/ JANICE D. STONEY
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Gordon R. Parker Janice D. Stoney
Director Director
/s/ JOSEPH H. WILLIAMS
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Joseph H. Williams
THE WILLIAMS COMPANIES, INC.
By /s/ WILLIAM G. VON GLAHN
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William G. von Glahn
ATTEST: Senior Vice President
/s/ SHAWNA L. GEHRES
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Shawna L. Gehres
Secretary
