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EXHIBIT 24
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
SHAWNA L. BARNARD, DAVID M. HIGBEE and WILLIAM G. VON GLAHN 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,
1996, and any and all amendments to said Form 10-K and any and all instruments
necessary or incidental in connection therewith; and
THAT the undersigned Williams does hereby constitute and
appoint SHAWNA L. BARNARD, DAVID M. HIGBEE and WILLIAM G. VON GLAHN 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 25th day of March, 1997.
/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
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Gary R. Belitz
Controller
(Principal Accounting Officer)
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/s/ John C. Bumgarner, Jr. /s/ Stephen L. Cropper
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John C. Bumgarner, Jr. Stephen L. Cropper
Director Director
/s/ Henry C. Hirsch
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Henry C. Hirsch Howard E. Janzen
Director Director
WILLIAMS HOLDINGS OF DELAWARE, INC.
By /s/ Jack D. McCarthy
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Jack D. McCarthy
Senior Vice President
ATTEST:
/s/ David M. Higbee
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David M. Higbee
Secretary
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WILLIAMS HOLDINGS OF DELAWARE, INC.
I, the undersigned, DAVID M. HIGBEE, Secretary of WILLIAMS
HOLDINGS OF DELAWARE, INC., a Delaware corporation (hereinafter called the
"Corporation"), do hereby certify that pursuant to Section 141(f) of the
General Corporation Law of the State of Delaware, the Board of Directors of
this Corporation unanimously consented, as of March 25, 1997, to the following:
RESOLVED that the Chairman of the Board, the President
or any Vice President of the Corporation 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 Corporation, under the Securities
Exchange Act of 1934, of the Corporation's Annual Report on
Form 10-K for the fiscal year ended December 31, 1996.
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 WILLIAMS HOLDINGS OF DELAWARE, INC., this 25th day of March, 1997.
/s/ David M. Higbee
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David M. Higbee
Secretary
(CORPORATE SEAL)