X0306 4 2014-02-28 0 0001324518 Williams Partners L.P. WPZ 0000107263 WILLIAMS COMPANIES INC ONE WILLIAMS CENTER TULSA OK 74172 1 0 1 0 0001423889 WILLIAMS GAS PIPELINE CO LLC ONE WILLIAMS CENTER TULSA OK 74172 1 0 1 0 Class D Units 2014-02-28 4 A 0 25577521 A Common Units 25577521 25577521 D On February 28, 2014, Williams Partners L.P. (the "Partnership") acquired certain subsidiaries of The Williams Companies, Inc. ("Williams") that hold currently in-service Alberta, Canada operations, together with related intercompany debt ("Contributed Interests"). In exchange for the contributed Interests, Williams' wholly-owned subsidiary, Williams Gas Pipeline Company, LLC ("WGP"), received 25,577,521 Class D Units representing limited partner interests in the Partnership (the "Transaction"). The 25,577,521 Class D Units are convertible into Common Units on a one-for-one basis at the election of the holder or the Partnership, on a business day after the record date for the distribution on Common Units for the fiscal quarter ending December 31, 2015, pursuant to the Amended and Restated Agreement of Limited Partnership dated as of August 23, 2005, as amended of the Issuer. Following the Transaction, Williams indirectly beneficially owns (a) 279,472,444 common units held by WGP (b) the incentive distribution rights in the Partnership (c) the 2% general partner interest in the Partnership and (d) the 25,577,521 Class D Units. Sarah C. Miller Corporate Secretary, The Williams Companies Inc. 2014-03-04 Sarah C. Miller, Corporate Secretary, Williams Gas Pipeline Company, LLC 2014-03-04