EXECUTION COPY

                                    AMENDMENT
                                       TO
                           TRADEMARK LICENSE AGREEMENT


          This Amendment ("Amendment") is entered into this 26th day of July,
2002 by and between The Williams Companies, Inc. ("Licensor") and Williams
Communications Group, Inc. ("Licensee") (collectively the "Parties") and shall
be effective to amend that certain Trademark License Agreement between the
Parties dated April 23, 2001 ("Agreement") as described below. Any capitalized
terms shall have the same meaning in this Amendment as set forth in the
Agreement unless otherwise specifically provided herein.



WHEREAS, as of July 26, 2002, Licensee filed with the Bankruptcy Court in a
chapter 11 case pending in the United States Bankruptcy Court for the Southern
District of New York (the "Bankruptcy Court") its first amended chapter 11 plan
of reorganization (the "Plan"); and

WHEREAS, certain market conditions have developed which impact the overall
industries in which the Parties conduct their businesses; and

WHEREAS, the resulting public confusion regarding the distinct corporate
identities of Licensor and Licensee has negatively impacted both Licensor and
Licensee.

NOW THEREFORE, In consideration of the mutual terms and conditions contained
herein, the receipt and sufficiency of which is hereby acknowledged, Licensor
and Licensee agree that upon the occurrence of the Effective Date (as such term
is defined in the Plan) it is in their mutual best interests to amend the
Agreement and the Agreement shall be amended as follows :

1. In Section 5.1, the word "U.S." is deleted.

2. The first two sentences of Section 6.1 of the Agreement are deleted entirely
and replaced with the following:

"This Agreement shall have a non-renewable term of two (2) years beginning on
the Effective Date of the Amendment, unless sooner terminated under Section 3.3
or this Section 6.1."

3. Part (c) of the last sentence of Section 6.1 shall be changed to "if Licensee
ceases to do business for any reason, or"

4. Section 6.4 of the Agreement is deleted in its entirety and replaced with the
following:

"For a period not to exceed six months after the expiration of the term of this
Agreement, Licensee may use the williamscommunications.com or
williamscommunications.net or similar domains solely for the purpose of
redirecting traffic from such domains to domains not containing the name
"Williams." At Licensor's written request effective after expiration of the term
of this Agreement, Licensee shall transfer such domains to Licensor and Licensor
shall redirect traffic as set forth above to the domains provided by Licensee
for at least six months after the expiration of such term."

5. The second sentence of Section 6.5 of the Agreement is deleted entirely and
not replaced.

6. All terms and conditions of the Agreement shall remain in full force and
effect except as specifically amended herein.

In Witness Whereof, the Parties have caused this Amendment to be executed by
their duly authorized representatives as evidenced by their signatures below.







                                                  
The Williams Companies, Inc.                         Williams Communications Group, Inc.

By: /s/ Jack D. McCarthy                             By: /s/ Howard E. Janzen
    --------------------------------                     -------------------------------

Print Name: Jack D. McCarthy                         Print Name: Howard E. Janzen
            ------------------------                             -----------------------

Title: Senior Vice President-Finance, CFO            Title: President & CEO
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