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EXHIBIT 24.1
WILLIAMS HOLDINGS OF DELAWARE, 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 WILLIAMS HOLDINGS OF DELAWARE, 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 a registration statement
on Form S-3 for the registration of debt securities of Williams with an initial
aggregate offering price not to exceed four hundred million dollars
($400,000,000), and any and all 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 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 registration statement 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 9th day of October, 1995.
/s/ KEITH E. BAILEY /s/ JACK D. McCARTHY
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Keith E. Bailey Jack D. McCarthy
Chairman of the Board, President Senior Vice President
and Chief Executive Officer (Principal Financial Officer)
(Principal Executive Officer) and Director
/s/ GARY R. BELITZ /s/ JOHN C. BUMGARNER, JR.
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Gary R. Belitz John C. Bumgarner, Jr.
Controller Director
(Principal Accounting Officer)
/s/ STEPHEN L. CROPPER /s/ LLOYD A. HIGHTOWER
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Stephen L. Cropper Lloyd A. Hightower
Director Director
/s/ HENRY C. HIRSCH /s/ HOWARD E. JANZEN
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Henry C. Hirsch Howard E. Janzen
Director Director
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WILLIAMS HOLDINGS OF DELAWARE, INC.
By /s/ JAMES R. HERBSTER
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James R. Herbster
Senior Vice President
ATTEST:
/s/ DAVID M. HIGBEE
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David M. Higbee
Secretary