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 and SUZANNE H. COSTIN their true and lawful attorneys and each of them
(with full power to act without the other) 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-4 for the registration under the Securities Act
of 1933, as amended, and exchange of 9.25% Notes due March 15, 2004 of Williams
(the "Notes") 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 and SUZANNE H. COSTIN its true and lawful attorneys and
each of them (with full power to act without the other) 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 either of them or any substitute appointed
by either 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 either of them or of any such substitute pursuant hereto.
IN WITNESS WHEREOF, the undersigned have executed this instrument, all
as of the 27th day of March, 2002.
/s/ Steven J. Malcolm /s/ Jack D. McCarthy
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Steven J. Malcolm Jack D. McCarthy
President, Chief Executive Officer and Senior Vice President
Director (Principal Financial Officer)
(Principal Executive Officer)
/s/ Gary R. Belitz /s/ Keith E. Bailey
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Gary R. Belitz Keith E. Bailey
Controller Chairman of the Board
(Principal Accounting Officer)
/s/ Glenn A. Cox
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Hugh M. Chapman Glenn A. Cox
Director Director
/s/ Thomas A. Cruikshank /s/ William E. Green
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Thomas H. Cruikshank William E. Green
Director Director
/s/ Ira D. Hall /s/ W. R. Howell
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Ira D. Hall W.R. Howell
Director Director
/s/ James C. Lewis /s/ Charles M. Lillis
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James C. Lewis Charles M. Lillis
Director Director
/s/ George A. Lorch /s/ Frank T. MacInnis
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George A. Lorch Frank T. MacInnis
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
Director
THE WILLIAMS COMPANIES, INC.
By: /s/ William G. von Glahn
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William G. von Glahn
Senior Vice President and
General Counsel
ATTEST:
/s/ Suzanne H. Costin
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Suzanne H. Costin
Secretary