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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 J. FURMAN
LEWIS, BOBBY E. POTTS and DAVID M. HIGBEE 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, 1994, 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 J.
FURMAN LEWIS, BOBBY E. POTTS and DAVID M. HIGBEE 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 22nd day of January, 1995.
/s/ Keith E. Bailey /s/ Jack D. McCarthy
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
Gary R. Belitz
Controller
(Chief Accounting Officer)
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/s/ Harold W. Andersen __________________________
Harold W. Andersen Ralph E. Bailey
Director Director
/s/ Glenn A. Cox /s/ Thomas H. Cruikshank
Glenn A. Cox Thomas H. Cruikshank
Director Director
/s/ Ervin S. Duggan /s/ Robert J. LaFortune
Ervin S. Duggan Robert J. LaFortune
Director Director
/s/ James C. Lewis /s/ Jack A. MacAllister
James C. Lewis Jack A. MacAllister
Director Director
/s/ James A. McClure /s/ Peter C. Meinig
James A. McClure Peter C. Meinig
Director Director
/s/ Kay A. Orr /s/ Gordon R. Parker
Kay A. Orr Gordon R. Parker
Director Director
/s/ Joseph H. Williams
Joseph H. Williams
Director
THE WILLIAMS COMPANIES, INC.
By /s/ J. Furman Lewis
J. Furman Lewis
ATTEST: Senior Vice President
/s/ David M. Higbee
David M. Higbee
Secretary
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[THE WILLIAMS COMPANIES, INC. LOGO]
Exhibit 24
I, the undersigned, DAVID M. HIGBEE, 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 January 22, 1995, at which a quorum of said Board was
present and acting throughout, the following resolution was duly adopted:
RESOLVED that the Chairman of the Board, the President or any
Vice President 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,
1994.
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 27th day of February, 1995.
/s/ David M. Higbee
David M. Higbee
Secretary
(CORPORATE SEAL)
One Williams Center - P.0. Box 2400 - Tulsa, Oklahoma 74102