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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 November 18, 1999, at which a quorum of said Board was
present and acting throughout, the following resolution was duly adopted:
RESOLVED that authorization be, and hereby is, given
for the issuance and/or sale, from time to time, of up to
twelve million (12,000,000) shares of the Company's authorized
but unissued Common Stock, one dollar ($1.00) par value, and
associated preferred stock purchase rights, under the terms
and provisions of the Company's Stock Plan for Nonofficer
Employees (the "Plan").
RESOLVED that the officers of the Company be, and
they hereby are, authorized to execute and file with the
Securities and Exchange Commission under the Securities Act of
1933, as amended, a Registration Statement on Form S-8 or
other Securities Act registration form as may be considered
appropriate, and all amendments and supplements thereto, all
required exhibits and documents in connection therewith, the
prospectus contained therein and all amendments or supplements
thereto with respect to not more than twelve million
(12,000,000) shares of Common Stock, one dollar ($1.00) par
value, and associated preferred stock purchase rights, of the
Company to be issued in accordance with the terms and
provisions of the Plan and to make all such payments and to do
or cause to be done all 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 referred to in the immediately preceding resolution
and any amendments or supplements thereto is hereby approved
and the Chairman of the Board, the President or any Vice
President of the Company be, and hereby is, authorized to
execute said power of attorney in the form so presented by,
for and on behalf of the Company.
RESOLVED that the officers of the Company be, and
they hereby are, authorized and directed in the name and on
behalf of the Company to take any and all action which they
may deem necessary or advisable in order
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to effect the registration or qualification (or exemption
therefore) of such securities for issue, offer, sale or trade
under the Blue Sky or securities laws of any state of the
United States of America or elsewhere, and in connection
therewith to execute, acknowledge, verify, deliver, file or
cause to be published any applications, reports, consents to
service of process, appointments of attorney to receive
service of process and other papers and instruments which may
be required under such applications, reports, consents to
service of process, appointments of attorney to receive
service of process and other papers and instruments which may
be required under such laws and to take any and all further
action which they may deem necessary or advisable in order to
maintain any such registration or qualification for as long as
they deem necessary or as required by law.
RESOLVED that the Chairman of the Board, the
President, any Vice President, the Secretary or any Assistant
Secretary of this Company be, and they hereby are, authorized
to execute and deliver on behalf of this Company applications
for the listing of not more than an additional twelve million
(12,000,000) shares of Common Stock of the Company reserved
for issuance and/or sale under the terms of the Plan together
with associated preferred stock purchase rights, on the New
York Stock Exchange and the Pacific Stock Exchange and said
officers are further authorized to take all such action and to
file with such exchanges all such documents as may be
necessary in order to accomplish the same.
RESOLVED that the Chairman of the Board, the
President, any Vice President, the Secretary or any Assistant
Secretary or any one or more of them be, and they hereby are,
authorized and empowered to appear before the New York Stock
Exchange and the Pacific Stock Exchange or any committees or
any representatives of such exchanges with authority to
present such applications for listing and to make such changes
in such applications or in any amendments relative thereto and
to furnish such information in connection therewith as may be
necessary or advisable to conform with the requirements for
the listing of such Common Stock on said New York Stock
Exchange and Pacific Stock Exchange.
RESOLVED that First Chicago Trust Company of New
York, transfer agent for the Company, as agent for the
transfer of certificates of the Company's Common Stock, one
dollar ($1.00) par value, and Wells Fargo Bank as co-transfer
agent, be, and they hereby are, authorized (1) to record,
countersign and deliver to First Chicago Trust Company of New
York as registrar, or Wells Fargo Bank as co-registrar,
certificates for shares of Common Stock, one dollar ($1.00)
par value, of the Company to be issued as authorized under the
terms of the Plan; (2) to deliver such certificates when
countersigned by such registrar or co-registrar; and (3) from
time to time to make transfers of certificates for such shares
of Common Stock with
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the same authority and upon the terms and conditions as to
such additional shares of Common Stock as are fully set forth
in the resolutions previously adopted by the Board of
Directors of the Company with respect to presently outstanding
Common Stock of the Company.
RESOLVED that First Chicago Trust Company of New
York, as registrar for registration of the Company's Common
Stock, one dollar ($1.00) par value, and Wells Fargo Bank as
co-registrar, be, and they hereby are, authorized and directed
to record, when presented by First Chicago Trust Company of
New York, transfer agent, or Wells Fargo Bank, co-transfer
agent, of the Company's Common Stock, and register transfers
of certificates for shares of the Company's Common Stock to be
issued as authorized under the terms of the Plan with the same
authority and upon the same terms and conditions as to such
shares of Common Stock as are fully set forth in resolutions
previously adopted by the Board of Directors of the Company
with respect to the presently outstanding Common Stock of the
Company.
RESOLVED that the officers of this Company be, and
they hereby are, 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 and under
its corporate seal or otherwise and to pay such fees and
expenses as shall be necessary, proper or advisable in order
to fully carry out the intent and to accomplish the purposes
of the foregoing resolutions.
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 15th day of December, 2000.
/s/ SHAWNA L. GEHRES
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Shawna L. Gehres
Secretary
(CORPORATE SEAL)
