<PAGE> 1
EXHIBIT 24.2A
I, the undersigned, SUZANNE H. COSTIN, Assistant 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 16, 2000, at which a quorum of said Board was
present and acting throughout, the following resolution was duly adopted:
WHEREAS, the Board of Directors of the Company has previously
authorized the registration and offering of one or more series of debt
securities, preferred stock, equity hybrid securities and other securities
convertible into equity securities of the Company;
WHEREAS, the Board of Directors wishes to expand the authority
previously granted to include shares of Common Stock of the Company;
NOW, THEREFORE, BE IT:
RESOLVED that the resolutions of the Board of Directors adopted on
July 26, 1998, July 25, 1999, and January 23, 2000, each authorizing the
Company to register and issue up to one billion dollars of debt securities,
preferred stock, equity hybrid securities, and other securities convertible
into equity securities 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 shares of Common Stock of the Company and
that such resolutions shall otherwise remain in full force and effect;
RESOLVED that the Board of Directors of the Company hereby deems it
advisable and in the best interests of the Company for the Company to issue
shares (the "Shares") of Common Stock of the Company and that the Chairman
of the Board shall have authority to determine the number of Shares to be
issued, such shares to have a market price not to exceed One Billion Seven
Hundred and Seventy Five Million Dollars at the time of issuance to the
public;
RESOLVED that the Chairman of the Board, the President, the Chief
Financial Officer, or the Treasurer of the Company (the "Designated
Officers") be, and each 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
333-39800) to include the additional types of securities authorized herein.
RESOLVED that the Designated Officers be, and each hereby is, are
hereby authorized, empowered and directed, for and on behalf of the
Company, to
<PAGE> 2
Page 2
prepare or cause to be prepared and to execute and file with the Commission
one or more prospectuses and one or more supplementary prospectuses (the
"Prospectuses") in connection with offerings or sales of the Shares
registered under the Shelf Registration Statement (the "Offerings"); and
RESOLVED that the Designated Officers be, and each hereby is,
authorized, for and on behalf of the Company, to prepare or cause to be
prepared, and to execute and file with the Commission pursuant to the
Securities Act and the Rules and Regulations, any and all necessary
pre-effective and post-effective amendments to the Shelf Registration
Statement, or supplements to the Prospectuses and any and all exhibits and
documents relating thereto, as such officers executing the same shall
approve, such approval for and in the name of the Company to be
conclusively evidenced by their signature thereto, and to take all such
further action as may, in the judgment of such officers, be necessary,
appropriate or desirable to secure and thereafter to maintain the
effectiveness of the Shelf Registration Statement; and
RESOLVED that each officer or director of the Company who may be
required to execute the Shelf Registration Statement or any amendment or
amendments thereto to be filed with the Commission, is hereby authorized
and empowered to execute a power of attorney appointing William G. von
Glahn, Shawna L. Gehres, and Suzanne H. Costin, and each of them,
severally, his true and lawful attorney or attorney-in-fact and agent or
agents with the power to act, with or without the other, with full power of
substitution and resubstitution, for him and in his name, place or stead,
in his capacity as a director or officer or both, as the case may be, of
the Company, to sign the Shelf Registration Statement and any and all
amendments thereto and all documents or instruments necessary, appropriate
or desirable to enable the Company to comply with the Securities Act, other
federal and state securities laws and other applicable United States and
other laws in connection with the Offerings, and to file the same with the
Commission with full power and authority to each of said attorneys-in-fact
to do and to perform in the name and on behalf of each such officer or
director, or both, as the case may be, every act whatsoever necessary or
appropriate, as fully and for all intents and purposes as such officer or
director, or both, as the case may be, might or could do in person; and
RESOLVED that William G. von Glahn of the Company, is hereby
designated, for and on behalf of the Company, the Agent for Service to be
named in the Shelf Registration Statement and in any and all amendments
thereto to be executed and filed with the Commission and is hereby
authorized and empowered to receive notices and communications with respect
to the registration under the Securities Act of the Shares and with respect
to the Offerings, with all powers consequent upon such designation under
the Rules and Regulations; and
RESOLVED that the Designated Officers be, and each of them hereby is,
authorized, for and on behalf of the Company, to take any and all such
actions
<PAGE> 3
Page 3
that, in the judgment of the officer taking such action are necessary or
appropriate to effectuate, carry out and consummate fully the Offerings in
accordance with the terms and procedures set forth in the Shelf
Registration Statement or as may be required by the Securities Act, the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or the
respective rules and regulations thereunder; and
RESOLVED that the Designated Officers be, and each of them hereby is,
authorized, for and on behalf of the Company, to prepare or cause to be
prepared and to execute, verify and file such other applications,
declarations, powers or other instruments, and any amendment or amendments
thereto, together with any and all exhibits and instruments relating
thereto, that in the judgment of the officer taking such action, are
necessary or appropriate to obtain any order or orders, approval or
approvals, certificate or certificates of approval of the Commission or any
other regulatory authority that may have jurisdiction in the premises and
in connection with any of the matters aforesaid; and
RESOLVED that the execution by any of said Designated Officers of any
document authorized by the foregoing resolutions or any document executed
in the accomplishment of any action or actions so authorized, is (or shall
become upon delivery) the enforceable and binding act and obligation of the
Company, without the necessity of the signature or attestation of any other
corporate officer of the Company or the affixing of the corporate seal; and
RESOLVED that the Designated Officers be, and each of them hereby is,
authorized, for and on behalf of the Company, to file with the New York
Stock Exchange ("NYSE") an application to effect the listing upon the NYSE
of the Shares (the "Listing Application") and admission to trading of the
Shares on the NYSE and that such officers be, and each of them hereby is,
authorized, empowered and directed to take all action, and file with the
NYSE all such documents as such officer may deem necessary or appropriate
in order to accomplish such listing and admission to trading and to cause
the Company to pay filing, listing and application fees associated
therewith; such judgment to be conclusively evidenced by such officer's
acting thereon or execution thereof; and
RESOLVED that the Designated Officers be, and each of them hereby is,
authorized, for and on behalf of the Company, to do and perform all such
acts and things and to enter into, execute and file all such documents,
that in the judgment of the officer taking such action, are necessary or
appropriate to effectuate the listing of the Shares on the NYSE, such
judgment to be conclusively evidenced by such officer's acting thereon; and
RESOLVED that the Designated Officers be, and each hereby is,
authorized, by and on behalf of the Company and in its name, to take, or
cause to be taken, any and all such actions (including, without limitation,
the execution and delivery of notices, certificates and other instruments)
as such officer(s) may deem
<PAGE> 4
Page 4
necessary, appropriate or convenient to carry out the foregoing resolutions
and consummate the transactions contemplated thereby; and
RESOLVED that all acts, transactions, or agreements undertaken prior
to the adoption of these Resolutions by any of the officers or
representatives of the Company in its name in connection with the foregoing
matters are hereby ratified, confirmed and adopted.
I further certify that the foregoing resolutions have not been
modified, revoked, or rescinded and are in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed
the seal of THE WILLIAMS COMPANIES, INC., this ____ day of November, 2000.
/s/ SUZANNE H. COSTIN
------------------------------
Suzanne H. Costin
Assistant Secretary
(CORPORATE SEAL)
