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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 ("WHD"), does hereby constitute and appoint WILLIAM G. VON
GLAHN, DAVID M. HIGBEE AND SHAWNA L. GEHRES 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 WHD, as hereinafter set forth below their signature, to
sign WHD's Annual Report to the Securities and Exchange Commission on Form 10-K
for the fiscal year ended December 31, 1997, and any and all amendments thereto
or all instruments necessary or incidental in connection therewith; and
THAT the undersigned WHD does hereby constitute and appoint
WILLIAM G. VON GLAHN, DAVID M. HIGBEE, AND SHAWNA L. GEHRES 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 11th day of March, 1998.
/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 and Director
Chief Executive Officer (Principal Financial Officer)
(Principal Executive Officer)
/s/ GARY R. BELITZ
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Gary R. Belitz
Controller
(Principal Accounting Officer)
/s/ JOHN C. BUMGARNER, JR. /s/ STEPHEN L. CROPPER
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John C. Bumgarner, Jr. Stephen L. Cropper
Director Director
/s/ HOWARD E. JANZEN
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Howard E. Janzen
Director
WILLIAMS HOLDINGS OF DELAWARE, INC.
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By /s/ WILLIAM G. VON GLAHN
William G. von Glahn
ATTEST: Senior Vice President
/s/ SHAWNA L. GEHRES
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Shawna L. Gehres
Assistant Secretary
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WILLIAMS HOLDINGS OF DELAWARE, INC.
I, the undersigned, Shawna L. Gehres, Assistant 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 Delaware, the Board of Directors of this Corporation
unanimously consented, as of March 11, 1998, 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, 1997.
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 corporate seal of WILLIAMS HOLDINGS OF DELAWARE, INC., this 27th day of
March, 1998.
/s/ SHAWNA L. GEHRES
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Shawna L. Gehres
Assistant Secretary
(CORPORATE SEAL)