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EXHIBIT 24
WILLIAMS HOLDING 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 HOLDING OF DELAWARE, INC., a
Delaware corporation ("WHD"), does hereby constitute and appoint WILLIAM G. VON
GLAHN, SHAWNA L. GEHRES AND REBECCA H. HILBORNE their true and lawful attorneys
and each of them (with full power to act without the other) 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, 1998, 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, SHAWNA L. GEHRES AND REBECCA H. HILBORNE its true and lawful
attorneys and each of them (with full power to act without the other) 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, 1999.
/s/ Keith E. Bailey /s/ Jack S. McCarthy
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Keith E. Bailey Jack D. McCarthy
Chairman of the Board Senior Vice President
President, Chief Executive and Director
Officer, and Director (Principal Financial Officer)
(Principal Executive Officer)
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/s/ Gary R. Belitz
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Gary R. Belitz
Controller
(Principal Accounting Officer)
/s/ John C. Bumgarner, Jr. /s/ Steven J. Malcolm
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John C. Bumgarner, Jr. Steven J. Malcolm
Director Director
/s/ Howard E. Janzen
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Howard E. Janzen
Director
WILLIAMS HOLDING OF DELAWARE, INC.
By /s/ William G. von Glahn
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William G. von Glahn
Senior Vice President
ATTEST:
/s/ Shawna L. Gehres
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Shawna L. Gehres
Secretary
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WILLIAMS HOLDINGS OF DELAWARE, INC.
I, the undersigned, Shawna L. Gehres, Secretary of WILLIAMS HOLDINGS OF
DELAWARE, INC., a Delaware company (hereinafter called the "Company"), 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, 1999, to the following:
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, 1998.
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 11th day of March 1999.
/s/ Shawna L. Gehres
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Shawna L. Gehres
Secretary
[CORPORATE SEAL]