Exhibit 24
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 JAMES J. BENDER and
BRIAN K. SHORE 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 Williams' Annual Report to
the Securities and Exchange Commission on Form 10-K for the fiscal year ended
December 31, 2004, and any and all amendments thereto or all instruments
necessary or incidental in connection therewith; and
THAT the undersigned Williams does hereby constitute and appoint JAMES
J. BENDER and BRIAN K. SHORE 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 Form 10-K and any and all
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 28th day of January, 2005.
/s/ Steven J. Malcolm /s/ Donald R. Chappel
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Steven J. Malcolm Donald R. Chappel
Chairman of the Board Senior Vice President
President and and Chief Financial Officer
Chief Executive Officer (Principal Financial Officer)
(Principal Executive Officer) (Principal Executive Officer)
/s/ Gary R. Belitz
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Gary R. Belitz
Controller
(Principal Accounting Officer)
/s/ Hugh M. Chapman /s/ William E. Green
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Hugh M. Chapman William E. Green
Director Director
/s/ Juanita H. Hinshaw /s/ W. R. Howell
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Juanita H. Hinshaw W. R. Howell
Director Director
/s/ Charles M. Lillis /s/ George A. Lorch
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Charles M. Lillis George A. Lorch
Director Director
/s/ William G. Lowrie /s/ Frank T. MacInnis
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William G. Lowrie Frank T. MacInnis
Director Director
/s/ Janice D. Stoney /s/ Joseph H. Williams
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Janice D. Stoney Joseph H. Williams
Director Director
THE WILLIAMS COMPANIES, INC.
By /s/ James J. Bender
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James J. Bender
ATTEST: Senior Vice President
/s/ Brian K. Shore
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Brian K. Shore
Secretary
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THE WILLIAMS COMPANIES, INC.
Secretary's Certificate
I, the undersigned, BRIAN K. SHORE, Secretary of THE WILLIAMS COMPANIES,
INC., a Delaware corporation (hereinafter called the "Company"), do hereby
certify that at a regular meeting of the Board of Directors of the Company, duly
convened and held on January 28, 2005, at which a quorum of said Board was
present and acting throughout, the following resolutions were duly adopted:
RESOLVED that the Chairman of the Board, the President, any
Senior Vice President and the Controller of the Company be, and each
of them hereby is, authorized and empowered to execute a Power of
Attorney for use in connection with the execution and filing for and
on behalf of the Company, under the Securities Exchange Act of 1934,
of the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2004.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate
seal of The Williams Companies, Inc. this 28th day of January, 2005.
/s/ Brian K. Shore
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Brian K. Shore
Secretary
[SEAL]
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