X0306 4 2017-01-09 0 0001483096 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 Common Units 2017-01-09 4 A 0 289277117 A 643511972 D Common Units 2017-01-09 4 A 0 51047349 36.0859 A 694559321 D On January 9, 2017, The Williams Companies, Inc. ("Williams") acquired 289,277,117 common units (the "Common Units") of Williams Partners, L.P. ("WPZ") in exchange for (a) the permanent waiver of all rights to distributions and other payments with respect to the Incentive Distribution Rights (as defined in WPZ's First Amended and Restated Agreement of Limited Partnership, dated as of August 3, 2010, as amended (the "Partnership Agreement")) indirectly owned by Williams, (b) the conversion of the General Partner Interest (as defined in the Partnership Agreement) indirectly owned by Williams into a non-economic general partner interest in WPZ and (c) cash in an amount equal to $10,000,000. Immediately following this acquisition, Williams contributed the Common Units to Williams Gas Pipeline Company, LLC ("WGP"), its wholly-owned subsidiary. On January 9, 2017, Williams and WGP entered into an agreement with WPZ pursuant to which WGP agreed to purchase 51,047,349 common units from WPZ at a price per unit of $36.08586. The purchase is expected to be consummated on January 13, 2017. Giving effect to the consummation of the transactions described above, Williams indirectly beneficially owns (a) 694,559,321 Common Units held by WGP, a wholly owned subsidiary of Williams, and (b) 16,690,016 Class B Units held by WGP, which is all of the Class B Units outstanding. /s/ Robert E. Riley, Jr., Assistant Secretary of The Williams Companies, Inc. 2017-01-11 /s/ Cher S. Lawrence, Assistant Secretary of Williams Gas Pipeline Company, LLC 2017-01-11