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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, 1995, 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 21st day of January, 1996.
/s/ Keith E. Bailey /s/ Jack D. McCarthy
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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
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Gary R. Belitz
Controller
(Principal Accounting Officer)
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/s/ Harold W. Andersen /s/ Ralph E. Bailey
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Harold W. Andersen Ralph E. Bailey
Director Director
/s/ Glenn A. Cox /s/ Thomas H. Cruikshank
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Glenn A. Cox Thomas H. Cruikshank
Director Director
/s/ Ervin S. Duggan /s/ Patricia L. Higgins
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Ervin S. Duggan Patricia L. Higgins
Director Director
/s/ Robert J. LaFortune /s/ James C. Lewis
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Robert J. LaFortune James C. Lewis
Director Director
/s/ Jack A. MacAllister /s/ James A. McClure
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Jack A. MacAllister James A. McClure
Director Director
/s/ Peter C. Meinig /s/ Kay A. Orr
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Peter C. Meinig Kay A. Orr
Director Director
/s/ Gordon R. Parker /s/ Joseph H. Williams
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Gordon R. Parker Joseph H. Williams
Director Director
THE WILLIAMS COMPANIES, INC.
By /s/ J. Furman Lewis
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J. Furman Lewis
ATTEST: Senior Vice President
/s/ David M. Higbee
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David M. Higbee
Secretary
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EXHIBIT 24
THE WILLIAMS COMPANIES, INC.
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 21, 1996, 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, 1995.
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 19th day of March, 1996.
/s/ David M. Higbee
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David M. Higbee
Secretary
(CORPORATE SEAL)