WILLIAMS COMPANIES INC (Form: 8-K, Received: 02/02/2010 08:34:33)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): February 1, 2010

THE WILLIAMS COMPANIES, INC.

(Exact name of registrant as specified in its charter)


Delaware	1-4174	73-0569878
(State or Other Jurisdiction of	(Commission File Number)	(I.R.S. Employer
Incorporation)		Identification No.)


One Williams Center, Tulsa, Oklahoma		74172
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: 918/573-2000

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

In connection with The Williams Companies, Inc.’s (“Williams”) previously announced tender offer (the “Offer”) to purchase up to $3.0 billion aggregate principal amount of Williams’ outstanding debt securities (the “Notes”) and consent solicitations to amend certain provisions of the indentures pursuant to which the Notes were issued, on February 1, 2010, Williams and The Bank of New York Mellon Trust Company, N.A., as trustee under the indentures, executed an Eleventh Supplemental Indenture, a First Supplemental Indenture and a Fifth Supplemental Indenture (collectively, the “Supplemental Indentures”) setting forth amendments to the applicable indentures governing the Notes. These amendments (i) clarify the inapplicability of the covenants limiting Williams’ ability to merge or transfer its assets contained therein to the asset contribution transaction with Williams Partners L.P. that was announced on January 19, 2010 and (ii) align the lien covenant in one of such indentures with Williams’ other indentures. The amendments set forth in the Supplemental Indentures will not become operative with respect to the Notes under an indenture unless and until Williams accepts for purchase such Notes validly tendered (and not validly withdrawn) and certain other conditions relating to consummation of the Offer are satisfied. Copies of the Supplemental Indentures are attached as Exhibits 4.1, 4.2 and 4.3 hereto and are incorporated herein by reference.

Item 8.01. Other Events.

On February 2, 2010, Williams announced the early tender results for the Offer. The amount tendered represents the requisite number of consents required to approve the proposed amendments to such indentures and, as a result, Williams and the trustee under the indentures executed the Supplemental Indentures as described above in Item 1.01. The withdrawal deadline has passed, and holders that have tendered Notes may no longer withdraw such Notes or revoke their related consents. The tender offer and consent solicitations are scheduled to expire at 12:00 midnight, New York City time, on February 16, 2010.

The press release announcing the early tender results is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

This report is neither an offer to purchase, nor a solicitation of an offer to sell, any securities. Williams is making the offer only by, and pursuant to, the terms and conditions of the Offer to Purchase and Consent Solicitation Statement dated January 19, 2010 and the related Letter of Transmittal and Consent Form.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description
4.1		Eleventh Supplemental Indenture, dated as of February 1, 2010 between The Williams Companies, Inc. and The Bank of New York Mellon Trust Company, N.A.

4.2		First Supplemental Indenture, dated as of February 1, 2010 between The Williams Companies, Inc. and The Bank of New York Mellon Trust Company, N.A.

4.3		Fifth Supplemental Indenture, dated as of February 1, 2010 between The Williams Companies, Inc. and The Bank of New York Mellon Trust Company, N.A.

99.1		Press Release, dated February 2, 2010.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	THE WILLIAMS COMPANIES, INC.
	/s/ La Fleur C. Browne
	Name:	La Fleur C. Browne
	Title:	Corporate Secretary

DATED: February 2, 2010

EXHIBIT INDEX


Exhibit No.		Description
4.1		Eleventh Supplemental Indenture, dated as of February 1, 2010 between The Williams Companies, Inc. and The Bank of New York Mellon Trust Company, N.A.

4.2		First Supplemental Indenture, dated as of February 1, 2010 between The Williams Companies, Inc. and The Bank of New York Mellon Trust Company, N.A.

4.3		Fifth Supplemental Indenture, dated as of February 1, 2010 between The Williams Companies, Inc. and The Bank of New York Mellon Trust Company, N.A.

99.1		Press Release, dated February 2, 2010.

Exhibit 4.1

THE WILLIAMS COMPANIES, INC.,
as Issuer,

AND

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee

ELEVENTH SUPPLEMENTAL INDENTURE
Dated as of February 1, 2010

THIS ELEVENTH SUPPLEMENTAL INDENTURE is dated as of February 1, 2010 between The Williams Companies, Inc., a Delaware corporation (the “ Issuer ”) and The Bank of New York Mellon Trust Company, N.A. (as successor in interest to Bank One Trust Company, N.A., which was formerly known as The First National Bank of Chicago) (the “ Trustee ”).

RECITALS

A. The Issuer has executed and delivered to the Trustee a Senior Indenture, dated as of November 10, 1997 (as amended by the First Supplemental Indenture dated as of September 8, 2000, the Second Supplemental Indenture dated as of December 7, 2000, the Third Supplemental Indenture dated as of December 20, 2000, the Fourth Supplemental Indenture dated as of January 17, 2000, the Fifth Supplemental Indenture dated as of January 17, 2001, the Sixth Supplemental Indenture dated as of January 14, 2002, the Seventh Supplemental Indenture dated as of March 19, 2002, the Eighth Supplemental Indenture dated as of June 3, 2002, the Ninth Supplemental Indenture dated as of June 10, 2003 and the Tenth Supplemental Indenture dated as of August 17, 2004, the “ Indenture ”), to provide for the issuance by the Issuer from time to time of Securities evidencing its unsecured indebtedness.

B. The Issuer has obtained, on or prior to the date hereof, the consent of a majority in principal amount of the Securities Outstanding under the Indenture (voting as one class) to the amendments to the Indenture set forth in this Eleventh Supplemental Indenture.

NOW, THEREFORE, for and in consideration of the foregoing premises, the Issuer and the Trustee mutually covenant and agree for the equal and proportionate benefit of the respective Holders from time to time of the Securities as follows:

ARTICLE I

The following amendments will become operative upon (i) the Issuer’s delivery of a written notice to the Trustee and Global Bondholder Services Corporation (“ GBSC ”), the depositary for the Securities in connection with the Issuer’s Offer to Purchase and Consent Solicitation Statement dated January 19, 2010 (the “ Statement ”), confirming the Issuer’s acceptance for purchase of the Outstanding Securities validly tendered (and not validly withdrawn) pursuant to the Statement (the “ Accepted Securities ”), and (ii) GBSC’s delivery of a written notice to the Trustee confirming receipt by The Depository Trust Company and/or GBSC from the Issuer of funds for payment of (a) the applicable consideration required by the Statement to the Holders of the Accepted Securities and (b) the Consent Fee to the Holders of Securities validly tendered (and not validly withdrawn) at or prior to the Expiration Time that were not purchased due to the proration provided for in the Statement (the terms “Expiration Time” and “Consent Fee” having the meanings ascribed thereto in the Statement).

Section 1.1 Amendment to Section 9.1 of the Indenture.

Section 9.1 shall be amended by inserting the following immediately after clause (d) thereof:

Notwithstanding any other provision of this Section 9.1, the Dropdown shall be deemed not to be a conveyance, transfer or lease of the Issuer’s properties and assets substantially as an entirety,

and shall be exempted from any determination of whether there has occurred a conveyance, transfer or lease of the Issuer’s properties and assets substantially as an entirety. For purposes of the immediately preceding sentence, the following terms have the meanings ascribed to them.

“ Class C Units ” means the proposed Class C limited partner units of WPZ, which will be identical to WPZ’s common limited partner units except that (i) in the first fiscal quarter in which the Class C Units are outstanding they will receive a quarterly distribution that is prorated to reflect the fact that the Class C Units were not outstanding during the full quarterly period, and (ii) they will automatically convert into WPZ’s common limited partner units following the record date for the distribution with respect to the first fiscal quarter in which the Class C Units are outstanding.

“ Contribution Agreement ” means the Contribution Agreement dated as of January 15, 2010, by and among Williams Gas Pipeline Company, LLC, Williams Energy Services, LLC, WGP Gulfstream Pipeline Company, L.L.C., Williams Partners GP LLC, WPZ and Williams Partners Operating LLC, and solely with respect to Section 9.11, the Issuer.

“ Dropdown ” means the transactions contemplated in the Contribution Agreement, pursuant to which the Issuer (through certain of its Subsidiaries) will contribute to WPZ the ownership interests in the entities that make up the Issuer’s Gas Pipeline and Midstream Gas and Liquids business segments (including its limited and general partner interests in WMZ, but excluding its Canadian, Venezuelan and olefins operations, and a 25.5% interest in Gulfstream Natural Gas System, L.L.C.), to the extent not already owned by WPZ and its subsidiaries, in exchange for aggregate consideration of (i) the Net Cash Consideration, (ii) 203 million Class C Units and (iii) an increase in the capital account of WPZ’s general partner to allow it to maintain its 2% general partner interest and the issuance of general partner units to WPZ’s general partner equal to 2/98th of the number of Class C Units that will be issued, resulting in the Issuer holding an approximate 82% limited partner interest and a 2% general partner interest in WPZ.

“ Net Cash Consideration ” means $3.5 billion in cash, less all expenses incurred by WPZ in connection with (i) the transactions contemplated by the Contribution Agreement, (ii) the Proposed Private Placement, including any initial purchasers’ discount or original issue discount, (iii) the establishment of the WPZ Credit Facility, (iv) the WMZ Exchange Offer and (v) one-half of any and all applicable filing fees under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“ Proposed Private Placement ” means a proposed private placement of WPZ’s senior unsecured notes to be conducted pursuant to Rule 144A under the Securities Act of 1933, as amended, in connection with the Dropdown.

“ WMZ ” refers to Williams Pipeline Partners L.P., a Delaware master limited partnership.

“ WMZ Exchange Offer ” means a proposed exchange offer to be conducted by WPZ following the consummation of the Dropdown whereby the outstanding publicly

traded common units of WMZ will be exchanged for WPZ’s common limited partnership units.

“ WPZ ” refers to Williams Partners L.P., a Delaware master limited partnership.

“ WPZ Credit Facility ” means the proposed senior unsecured revolving credit facility to be established by WPZ in connection with the Dropdown.

Section 1.2 Amendment to Section 3.6 of the Indenture.

Subsection (bb) of Section 3.6 is amended to read in its entirety as follows:

Any mortgage not permitted by clauses (a) through (aa) above if at the time of, and after giving effect to, the creation or assumption of any such mortgage, the aggregate of all Indebtedness of the Issuer and its Subsidiaries secured by all such mortgages not so permitted by clauses (a) through (aa) above do not exceed 15% of Consolidated Net Tangible Assets.

ARTICLE II

MISCELLANEOUS

Section 2.1 Definitions.

Capitalized terms used but not defined in this Eleventh Supplemental Indenture shall have the meanings ascribed thereto in the Indenture.

Section 2.2 Confirmation of Indenture.

The Indenture, as supplemented and amended by this Eleventh Supplemental Indenture, is in all respects ratified and confirmed, and the Indenture, this Eleventh Supplemental Indenture and all indentures supplemental thereto shall be read, taken and construed as one and the same instrument.

Section 2.3 Concerning the Trustee.

In carrying out the Trustee’s responsibilities hereunder, the Trustee shall have all of the rights, protections and immunities which it possesses under the Indenture. The Trustee assumes no responsibility for the correctness of the recitals contained herein. The Trustee makes no representations as to the validity or sufficiency of this Eleventh Supplemental Indenture.

Section 2.4 Governing Law.

This Eleventh Supplemental Indenture shall be deemed to be a contract made under the laws of the State of New York, and for all purposes shall be construed in accordance with the laws of such State, except as may otherwise be required by mandatory provisions of law.

Section 2.5 Effectiveness.

This Eleventh Supplemental Indenture shall become effective upon execution by the Issuer and the Trustee; provided, however, that the amendments set forth in Article I hereof shall only become operative according to the terms of Article I.

Section 2.6 Counterparts.

This Eleventh Supplemental Indenture may be executed in any number of counterparts each of which shall be an original, but such counterparts shall together constitute but one and the same instrument.

Section 2.7 No Benefit.

Nothing in this Eleventh Supplemental Indenture, express or implied, shall give to any Person other than the parties hereto and their successors or assigns, and the Holders of the Securities, any benefit or legal or equitable rights, remedy or claim under this Eleventh Supplemental Indenture or the Indenture.

IN WITNESS WHEREOF, the parties hereto have caused this Eleventh Supplemental Indenture to be duly executed all as of the day and year first above written.


THE WILLIAMS COMPANIES, INC.
By:	/s/ Rodney J. Sailor
	Name:	Rodney J. Sailor
	Title:	Vice President and Treasurer

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
By:	/s/ Julie Hoffman-Ramos
	Name:	Julie Hoffman-Ramos
	Title:	Senior Associate

Exhibit 4.2

THE WILLIAMS COMPANIES, INC.,

AND

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee

FIRST SUPPLEMENTAL INDENTURE
Dated as of February 1, 2010

THIS FIRST SUPPLEMENTAL INDENTURE is dated as of February 1, 2010 between The Williams Companies, Inc., a Delaware corporation (the “ Company ”) and The Bank of New York Mellon Trust Company, N.A. (the “ Trustee ”).

RECITALS

A. The Company has executed and delivered to the Trustee an Indenture, dated as of March 5, 2009 (the “ Indenture ”), to provide for the issuance by the Company of its 8.75% Senior Notes due 2020 (the “ Securities ”).

B. The Company has obtained, on or prior to the date hereof, the consent of a majority in principal amount of the Outstanding Securities to the amendment to the Indenture set forth in this First Supplemental Indenture.

NOW, THEREFORE, for and in consideration of the foregoing premises, the Company and the Trustee mutually covenant and agree for the equal and proportionate benefit of the respective Holders from time to time of the Securities as follows:

ARTICLE I

Section 1.1 Amendment to Section 801 of the Indenture.

The following amendment will become operative upon (i) the Company’s delivery of a written notice to the Trustee and Global Bondholder Services Corporation (“ GBSC ”), the depositary for the Securities in connection with the Company’s Offer to Purchase and Consent Solicitation Statement dated January 19, 2010 (the “ Statement ”), confirming the Company’s acceptance for purchase of the Outstanding Securities validly tendered (and not validly withdrawn) pursuant to the Statement (the “ Accepted Securities ”), and (ii) GBSC’s delivery of a written notice to the Trustee confirming receipt by The Depository Trust Company and/or GBSC from the Company of funds for payment of (a) the applicable consideration required by the Statement to the Holders of the Accepted Securities and (b) the Consent Fee to the Holders of Securities validly tendered (and not validly withdrawn) at or prior to the Expiration Time that were not purchased due to the proration provided for in the Statement (the terms “Expiration Time” and “Consent Fee” having the meanings ascribed thereto in the Statement).

Section 801 shall be amended by inserting the following immediately after clause (4) thereof:

Notwithstanding any other provision of this Section 801, the Dropdown shall be deemed not to be a sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the Company’s assets and properties and the assets and properties of its Subsidiaries (taken as a whole), and shall be exempted from any determination of whether there has occurred a sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the Company’s assets and properties and the assets and properties of its Subsidiaries (taken as a whole). For purposes of the immediately preceding sentence, the following terms have the meanings ascribed to them.

“ Dropdown ” means the transactions contemplated in the Contribution Agreement, pursuant to which the Company (through certain of its Subsidiaries) will contribute to WPZ the ownership interests in the entities that make up the Company’s Gas Pipeline and Midstream Gas and Liquids business segments (including its limited and general partner interests in WMZ, but excluding its Canadian, Venezuelan and olefins operations, and a 25.5% interest in Gulfstream Natural Gas System, L.L.C.), to the extent not already owned by WPZ and its subsidiaries, in exchange for aggregate consideration of (i) the Net Cash Consideration, (ii) 203 million Class C Units and (iii) an increase in the capital account of WPZ’s general partner to allow it to maintain its 2% general partner interest and the issuance of general partner units to WPZ’s general partner equal to 2/98th of the number of Class C Units that will be issued, resulting in the Company holding an approximate 82% limited partner interest and a 2% general partner interest in WPZ.

“ WMZ ” refers to Williams Pipeline Partners L.P., a Delaware master limited partnership.

“ WMZ Exchange Offer ” means a proposed exchange offer to be conducted by WPZ following the consummation of the Dropdown whereby the outstanding publicly traded common units of WMZ will be exchanged for WPZ’s common limited partnership units.

“ WPZ ” refers to Williams Partners L.P., a Delaware master limited partnership.

“ WPZ Credit Facility ” means the proposed senior unsecured revolving credit facility to be established by WPZ in connection with the Dropdown.

ARTICLE II

MISCELLANEOUS

Section 2.1 Definitions.

Capitalized terms used but not defined in this First Supplemental Indenture shall have the meanings ascribed thereto in the Indenture.

Section 2.2 Confirmation of Indenture.

The Indenture, as supplemented and amended by this First Supplemental Indenture, is in all respects ratified and confirmed, and the Indenture, this First Supplemental Indenture and all indentures supplemental thereto shall be read, taken and construed as one and the same instrument.

Section 2.3 Concerning the Trustee.

Section 2.4 Governing Law.

This First Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made or instruments entered into and, in each case, performed in said State.

Section 2.5 Effectiveness.

This First Supplemental Indenture shall become effective upon execution by the Company and the Trustee; provided, however, that the amendment set forth in Article I hereof shall only become operative according to the terms of Article I.

Section 2.6 Counterparts.

This First Supplemental Indenture may be executed in several counterparts each of which shall be an original and all of which shall constitute but one and the same instrument.

Section 2.7 No Benefit.

Nothing in this First Supplemental Indenture, express or implied, shall give to any Person other than the parties hereto and their successors or assigns, and the Holders of the Securities, any benefit or legal or equitable rights, remedy or claim under this First Supplemental Indenture or the Indenture.

IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed all as of the day and year first above written.


		THE WILLIAMS COMPANIES, INC.

		By:		/s/ Rodney J. Sailor Name: Rodney J. Sailor
				Title: Vice President and Treasurer

		THE BANK OF NEW YORK MELLON
		TRUST COMPANY, N.A., as Trustee

		By:		/s/ Julie Hoffman-Ramos Name: Julie Hoffman-Ramos
				Title: Senior Associate

Exhibit 4.3

THE WILLIAMS COMPANIES, INC.,

AND

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee

FIFTH SUPPLEMENTAL INDENTURE
Dated as of February 1, 2010

THIS FIFTH SUPPLEMENTAL INDENTURE is dated as of February 1, 2010 between The Williams Companies, Inc., a Delaware corporation (as successor in interest to MAPCO Inc.) (the “ Company ”) and The Bank of New York Mellon Trust Company, N.A. (as successor in interest to Bank One Trust Company, N.A., which was formerly known as The First National Bank of Chicago) (the “ Trustee ”).

RECITALS

A. The Company has executed and delivered to the Trustee a Senior Indenture, dated as of February 25, 1997 (as amended by the First Supplemental Indenture dated as of March 5, 1997, the Second Supplemental Indenture dated as of March 5, 1997, the Third Supplemental Indenture dated as of March 31, 1998 and the Fourth Supplemental Indenture dated as of July 31, 1999, the “ Indenture ”), to provide for the issuance by the Company from time to time of Securities evidencing its unsecured indebtedness.

B. The Company has obtained, on or prior to the date hereof, the consent of a majority in principal amount of the Outstanding Securities under the Indenture to the amendment to the Indenture set forth in this Fifth Supplemental Indenture.

ARTICLE I

Section 1.1 Amendment to Section 7.1 of the Indenture.

Section 7.1 shall be amended by inserting the following immediately after clause (3) thereof:

Notwithstanding any other provision of this Section 7.1, the Dropdown shall be deemed not to be a sale, transfer, lease or other disposition of the Company’s properties and assets as, or substantially as, an entirety, and shall be exempted from any determination of whether there has occurred a sale, transfer, lease or other disposition of the Company’s properties and assets as, or

substantially as, an entirety. For purposes of the immediately preceding sentence, the following terms have the meanings ascribed to them.

“ WMZ ” refers to Williams Pipeline Partners L.P., a Delaware master limited partnership.

“ WMZ Exchange Offer ” means a proposed exchange offer to be conducted by WPZ following the consummation of the Dropdown whereby the outstanding publicly

traded common units of WMZ will be exchanged for WPZ’s common limited partnership units.

“ WPZ ” refers to Williams Partners L.P., a Delaware master limited partnership.

“ WPZ Credit Facility ” means the proposed senior unsecured revolving credit facility to be established by WPZ in connection with the Dropdown.

ARTICLE II

MISCELLANEOUS

Section 2.1 Definitions.

Capitalized terms used but not defined in this Fifth Supplemental Indenture shall have the meanings ascribed thereto in the Indenture.

Section 2.2 Confirmation of Indenture.

The Indenture, as supplemented and amended by this Fifth Supplemental Indenture, is in all respects ratified and confirmed, and the Indenture, this Fifth Supplemental Indenture and all indentures supplemental thereto shall be read, taken and construed as one and the same instrument.

Section 2.3 Concerning the Trustee.

Section 2.4 Governing Law.

This Fifth Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.

Section 2.5 Effectiveness.

This Fifth Supplemental Indenture shall become effective upon execution by the Company and the Trustee; provided, however, that the amendment set forth in Article I hereof shall only become operative according to the terms of Article I.

Section 2.6 Counterparts.

This Fifth Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument.

Section 2.7 No Benefit.

Nothing in this Fifth Supplemental Indenture, express or implied, shall give to any Person other than the parties hereto and their successors or assigns, and the Holders of the Securities, any benefit or legal or equitable rights, remedy or claim under this Fifth Supplemental Indenture or the Indenture.

IN WITNESS WHEREOF, the parties hereto have caused this Fifth Supplemental Indenture to be duly executed all as of the day and year first above written.


THE WILLIAMS COMPANIES, INC.
By:	/s/ Rodney J. Sailor
	Name:	Rodney J. Sailor
	Title:	Vice President and Treasurer

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
By:	/s/ Julie Hoffman-Ramos
	Name:	Julie Hoffman-Ramos
	Title:	Senior Associate

Exhibit 99.1

Date: Feb. 2, 2010

Williams Announces Early Tender Results of $3 Billion Cash Tender Offer and Consent
Solicitations; Receipt of Requisite Consents

TULSA, Okla. – Williams (NYSE: WMB) announced today the early tender results of its previously announced cash tender offer and consent solicitations.

As of the previously announced early tender deadline of 5 p.m., New York City time, on Feb. 1, 2010, approximately $4.74 billion aggregate principal amount of notes subject to the tender offer and consent solicitations had been validly tendered and not validly withdrawn.

The holders of a majority of the aggregate principal amount of notes under each indenture have approved the proposed amendments to the indentures pursuant to which the notes were issued. As a result, Williams has received the requisite consents to enter into supplemental indentures to amend the indentures governing the notes, and Williams and the trustee under the indentures have executed such supplemental indentures.

The amendments set forth in the supplemental indentures will not become operative with respect to the notes under an indenture unless and until Williams accepts for purchase such notes validly tendered (and not validly withdrawn) and certain other conditions relating to consummation of the tender offer and consent solicitations are satisfied.

The aggregate principal amount tendered with respect to each series of such notes is set out in the table below:


			Aggregate
			Principal		Acceptance
	CUSIP		Amount		Priority		Aggregate Principal		Total
Title of Security	Numbers		Outstanding		Level		Amount Tendered		Consideration ⁽¹⁾
7.125% Notes due 2011		969457BF6	$	477,000,000		1	$	427,733,000	$	1,095
8.125% Notes due 2012		969457BK5	$	626,000,000		1	$	601,410,000	$	1,145
7.625% Notes due 2019		969457AW0	$	700,000,000		1	$	657,013,000	$	1,200
8.75% Senior Notes due 2020		969457BS8 969457BR0	$	600,000,000		1	$	581,185,000	$	1,285
7.70% Debentures due 2027 ⁽²⁾		565097AF9	$	100,000,000		1	$	97,945,000	$	1,175

Offer for the notes listed below is subject to Second Priority Tender Cap
7.875% Notes due 2021		969457BG4	$	750,000,000		2	$	686,091,000	$	1,230
7.50% Debentures due 2031		969457BB5 969457BA7	$	690,000,000		2	$	630,422,000	$	1,155
7.75% Notes due 2031		969457BD1	$	480,000,000		2	$	428,096,000	$	1,165
8.75% Notes due 2032		969457BM1	$	850,000,000		2	$	629,998,000	$	1,270


(1)		Per $1,000 principal amount of notes. Total Consideration includes an Early Tender Premium of $30 and a Consent Fee of $2.50, each per $1,000 principal amount of notes.

(2)		Originally issued by MAPCO Inc.

The previously announced withdrawal deadline of 5 p.m., New York City time, on Feb. 1, 2010, has passed, and holders that have tendered notes in the tender offer may no longer withdraw such notes or revoke their related consents. Holders that have already tendered notes in the tender offer and consent solicitations are eligible to receive the Total Consideration for each series of notes in the table above.

The amount of each series of notes that is purchased in the tender offer will be determined in accordance with the Acceptance Priority Level noted in the table above. Williams will purchase any and all of the validly tendered (and not validly withdrawn) notes listed above as Acceptance Priority Level 1. Williams will purchase validly tendered (and not validly withdrawn) notes listed above as Acceptance Priority Level 2 subject to a cap equal to the $3 billion tender cap minus the aggregate principal amount of Acceptance Priority Level 1 notes accepted for purchase. In the event the tender offer is oversubscribed, Acceptance Priority Level 2 notes will be accepted on a pro rata basis.

Holders that validly tender their notes after the early tender deadline but at or prior to the previously announced expiration time of 12:00 midnight, New York City time, on Feb. 16, 2010, will be eligible to receive only the previously announced Tender Offer Consideration, which is equal to the Total Consideration on each series of notes minus an Early Tender Premium of $30 per $1,000 principal amount of notes.

The complete terms and conditions of the tender offer and consent solicitations are set forth in the Offer to Purchase, dated Jan. 19, 2010, and the related Letter of Transmittal and Consent Form that were sent to holders of notes. All capitalized terms used but not defined in this press release shall have the meanings ascribed to them in the Offer to Purchase. Holders are urged to read the Offer to Purchase and the Letter of Transmittal and Consent Form carefully.

Williams is making this tender offer and consent solicitations as part of the strategic restructuring the company jointly announced with Williams Partners L.P. (NYSE: WPZ) on Jan. 19. Consummation of the tender offer and consent solicitations is subject to the satisfaction or waiver of certain conditions, including closing of the asset contribution transaction with Williams Partners and successful consummation of the Williams Partners private bond offering, establishment of its credit facility and executing the appropriate Supplemental Indentures. Please see the Jan. 19 news release for detailed information about the restructuring.

The Dealer Managers and Solicitation Agents for the tender offer and consent solicitations are Barclays Capital Inc. and Citi. Global Bondholder Services Corporation is acting as the Information Agent and the Depositary for the tender offer and the consent solicitations.

This press release is neither an offer to purchase, nor a solicitation of an offer to sell, any securities. Williams is making the offer only by, and pursuant to, the terms and conditions of the Offer to Purchase and the Letter of Transmittal and Consent Form. Copies of these documents may be obtained from the Information Agent, Global Bondholder Services Corporation, which can be reached at (212) 430-3774 or toll-free at (866) 736-2200.

Questions regarding the tender offer and consent solicitations may be directed to the Dealer Managers and Solicitation Agents. Barclays Capital Inc. can be reached at (212) 528-7581 or toll-free at (800) 438-3242. Citi can be reached toll-free at (800) 558-3745.

About Williams (NYSE: WMB)

Williams, through its subsidiaries, finds, produces, gathers, processes and transports natural gas. Williams’ operations are concentrated in the Pacific Northwest, Rocky Mountains, Gulf Coast, and Eastern Seaboard. More information is available at http:// www.williams.com . Go to http://www.b2i.us/irpass.asp?BzID=630&to=ea&s=0 to join our e-mail list.


Contact:		Jeff Pounds Williams (media relations) (918) 573-3332 Richard George Williams (investor relations) (918) 573-3679

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Portions of this document may constitute “forward-looking statements” as defined by federal law. Although the company believes any such statements are based on reasonable assumptions, there is no assurance that actual outcomes will not be materially different. Any such statements are made in reliance on the “safe harbor” protections provided under the Private Securities Reform Act of 1995. Additional information about issues that could lead to material changes in performance is contained in the company’s annual reports filed with the Securities and Exchange Commission.