WILTEL COMMUNICATIONS GROUP INC
CHANGE IN CONTROL SEVERANCE PROTECTION PLAN II
<DOCUMENT>
<TYPE>EX-10.50
<SEQUENCE>11
<FILENAME>d04197exv10w50.txt
<DESCRIPTION>CHANGE IN CONTROL SEVERANCE PROTECTION PLAN II
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.50


                       WILLIAMS COMMUNICATIONS GROUP, INC.
                 CHANGE IN CONTROL SEVERANCE PROTECTION PLAN II
                   (Amended and Restated as of April 18, 2002)


                                  Introduction

         The Board of Directors of Williams Communications Group, Inc.
recognizes that, as is the case with many publicly held companies, there always
exists the possibility of a change in control of the Company. This possibility
and the uncertainty it creates may result in the loss or distraction of
employees of the Company and its subsidiaries to the detriment of the Company
and its enterprise value.

         The Board considers the avoidance of such loss and distraction to be
essential to protecting and enhancing the best interests of the Company and its
enterprise value. The Board also believes that when a change in control is
perceived as imminent, or is occurring, the Board should be able to receive and
rely on the employees' highest level of service to benefit the Company and its
enterprise value without concern that employees might be distracted or concerned
by the personal uncertainties and risks created by a change in control.

         Accordingly, the Board has determined that appropriate steps should be
taken to assure the Company of the continued employment and attention and
dedication to duty of its employees and to ensure the availability of their
continued service, notwithstanding the possibility, threat or occurrence of a
change in control.

         In order to fulfill the above purposes, and recognizing that employees
shall be entitled to rely on the various benefits, the Board adopts the Williams
Communications Group, Inc. Change in Control Severance Protection Plan II,
effective June 1, 1999, as amended, restated, and hereby renamed, April 18,
2002.

                        SECTION 1. ESTABLISHMENT OF PLAN

         As of the Effective Date, the Company established a severance
compensation plan known as the Williams Communications Group, Inc. Change in
Control Severance Protection Plan, which, as amended and restated, is hereby
renamed the Williams Communications Group, Inc. Change in Control Severance
Protection Plan II, and set forth in this document.

                             SECTION 2. DEFINITIONS

         2.01 Definitions. As used herein, the following words and phrases when
used with initial capital letters shall have the following respective meanings.

                  2.01.1 "Act" means the Securities Exchange Act of 1934, as
         amended from time to time.


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                  2.01.2 "Administrative Committee" means the committee
         appointed by the Benefits Committee to administer the Plan in
         accordance with Section 7 hereof.

                  2.01.3 "Affiliate" shall have the meaning ascribed to such
         term in Rule 12b-2 of the General Rules and Regulations under the Act.

                  2.01.4 "Agreements" are all or any combination of i) a waiver
         and release of claims; ii) a non-solicitation agreement; and iii) a
         confidentiality agreement, each in a form reasonably satisfactory to
         Employer.

                  2.01.5 "Base Wages" means total annual salary or wages payable
         by the Employer as consideration for the Participant's service,
         including any salary deferral contributions made by the Participant to
         any defined contribution, deferred compensation, cafeteria, or flexible
         benefit plans maintained by the Employer, as determined by the Benefits
         Committee as in effect on the date immediately preceding termination of
         employment, or, if higher, as in effect immediately prior to the first
         occurrence of an event which constitutes Good Reason. Base Wages shall
         not include any payments under the Employer's stock, bonus, sales
         incentive, annual incentive, or other incentive plans in existence
         immediately prior to a Change of Control, other bonuses or variable
         compensation, overtime, cost of living pay, housing pay, relocation
         pay, other taxable fringe benefits, or extraordinary compensation.

                  2.01.6 "Beneficial Owner" shall have the meaning ascribed to
         such term in Rule 13d-3 of the General Rules and Regulations under the
         Act.

                  2.01.7 "Benefits Committee" means the committee appointed by
         the Board to which the Board delegates any or all of its authority
         regarding the Plan in accordance with Section 7 hereof.

                  2.01.8 "Board" means the Board of Directors of the Company.

                  2.01.9 "Cause" means (i) gross negligence, recklessness or
         malfeasance in the performance of a Participant's duties; (ii)
         commission by the Participant of any criminal act, fraud or other
         material misconduct resulting or intending to result directly or
         indirectly in gain or personal enrichment at the expense of the
         Company; (iii) willfully engaging in any conduct relating to the
         business of the Company that could reasonably be expected to have a
         materially detrimental effect on the business or financial condition of
         the Company; (iv) misconduct which materially discredits or damages the
         Company, or violates the Company's policies or procedures; (v) the
         failure by the Participant to satisfactorily perform his assigned
         duties; (vi) the Participant's commission of any felony or any crime
         involving moral turpitude; and (vii) the Participant's regulatory
         disqualification which prevents, in a material manner, the performance
         of the Participant's duties.

                  2.01.10 "Change in Control" shall be deemed to have occurred
         if the event set forth in any one of the following paragraphs shall
         have occurred;


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                           (a) Any Person, is or becomes the Beneficial Owner,
                  directly or indirectly, of securities of the Company
                  representing 25% or more of the combined voting power of the
                  Company's then outstanding securities; or

                           (b) The following individuals, cease for any reason
                  to constitute a majority of the number of Directors then
                  serving: individuals who, on April 18, 2002, constitute the
                  Board and any new Director (other than a Director whose
                  initial assumption of office is in connection with an actual
                  or threatened election contest, including but not limited to a
                  consent solicitation, relating to the election of Directors of
                  the Company) whose appointment or election by the Board or
                  nomination for election by the Company's stockholders was
                  approved or recommended by a vote of at least two-thirds (2/3)
                  of the Directors then still in office who either were
                  Directors on April 18, 2002, or whose appointment, election or
                  nomination for election was previously so approved or
                  recommended; provided, however that this paragraph (b) shall
                  not apply solely by virtue of a change in the individuals
                  constituting a majority of the number of directors as
                  implemented pursuant to a consummated plan of reorganization
                  of WCG or WCL in a proceeding under Chapter 11 of the
                  Bankruptcy Code (11 U.S.C. Section 1101, et seq.)("Bankruptcy
                  Code") where the ownership of the common stock of the Company
                  is transferred only to creditors of the Company; or

                           (c) There is consummated a merger or consolidation of
                  the Company or any direct or indirect subsidiary of the
                  Company with any other corporation or entity, other than (i) a
                  merger or consolidation which results in the voting securities
                  of the Company outstanding immediately prior to such merger or
                  consolidation continuing to represent (either by remaining
                  outstanding or by being converted into voting securities of
                  the surviving entity or any parent thereof), in combination
                  with the ownership of any trustee or other fiduciary holding
                  securities under an employee benefit plan of the Company or
                  any Subsidiary of the Company, at least 51% of the combined
                  voting power of the securities of the Company or such
                  surviving entity or any parent thereof outstanding immediately
                  after such merger or consolidation, or (ii) a merger or
                  consolidation effected to implement a recapitalization of the
                  Company (or similar transaction) in which no Person is or
                  becomes the Beneficial Owner, directly or indirectly, of
                  securities of the Company representing 25% or more of the
                  combined voting power of the Company's then outstanding
                  securities; or

                           (d) The stockholders of the Company approve a plan of
                  complete liquidation or dissolution of the Company or there is
                  consummated an agreement for the sale or disposition by the
                  Company of all or substantially all of the Company's assets,
                  other than (i) a sale or disposition by the Company of all or
                  substantially all of the Company's assets to an entity, at
                  least 51% of the combined voting power of the voting
                  securities of which are owned by stockholders of the Company
                  in substantially the same proportions as their ownership of
                  the Company immediately prior to such sale or (ii) a sale or
                  disposition by the Company of all or substantially all the
                  Company's assets to an entity, at least 51% of the combined
                  voting power of the voting securities of


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                  which are owned by former creditors of the Company that
                  received such securities in respect of their claims upon
                  consummation of a plan of reorganization and in accordance
                  with the terms of such plan of reorganization of WCG or WCL in
                  a proceeding under Chapter 11 of the Bankruptcy Code.

Notwithstanding the foregoing, a "Change in Control" shall not be deemed to have
occurred by virtue of the consummation of any transaction or series of
integrated transactions (i) immediately following which the record holders of
the common stock of the Company immediately prior to such transaction or series
of transactions continue to have substantially the same proportionate ownership
in an entity which owns all or substantially all of the assets of the Company
immediately following such transaction or series of transactions or (ii) with
Leucadia or any of its Affiliates or otherwise involving the acquisition or sale
of Beneficial Ownership of voting power of the Company by Leucadia or any of its
Affiliates at a time when Leucadia is the Beneficial Owner, directly or
indirectly, of securities of the Company representing 25% or more of the
combined voting power of the Company's then outstanding securities, including
without limitation as a result of the resignation, appointment, election or
replacement of Directors in connection with such a transaction or series of
integrated transactions.

                  2.01.11 "Code" means the Internal Revenue Code of 1986, as
         amended from time to time.

                  2.01.12 "Company" means WCG and shall include any successor to
         its business and/or assets, whether by operation of law or otherwise,
         and shall include WCL at any time that the voting securities of WCL are
         held by any Person other than WCG or its wholly owned Subsidiary.

                  2.01.13 "Cooperative Education Employee" means an individual
         who is temporarily employed by an Employer while participating in a
         cooperative education program with his educational institution.

                  2.01.14 "Director" when used in this Plan, means any
         individual who is a member of the Board of Directors of the Company;
         provided, however that "Director," when used in Exhibit A and in
         section 2.01.25, means an employee of an Employer with the title of
         Director.

                  2.01.15 "Effective Date" means June 1, 1999.

                  2.01.16 "Eligible Employee" means an individual who is a
         full-time or part-time regular Employee of an Employer and who is not
         an Excluded Employee at the time a Change in Control occurs. Employees
         who are subject to a collective bargaining agreement shall only be
         eligible to the extent that such collective bargaining agreement
         provides for coverage under the Plan and shall be eligible in
         accordance with the provisions of the collective bargaining agreement.
         Employees subject to a written employment contract shall only be
         eligible to participate in the Plan to the extent expressly provided
         for by the employment contract. An employee who has a separate
         agreement with his Employer for the payment of a benefit related to
         termination is not


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         eligible under this Plan and, pursuant to subsection 4.02.4, a
         termination of that employee will not give rise to a Severance Benefit.

                  2.01.17 "Employee" means an individual who is reported as a
         common law employee on the payroll record of an Employer. The term
         Employee does not include any other common law employee or any Leased
         Employee. In particular, it is expressly intended that individuals not
         treated as common law employees by an Employer on its payroll records
         are to be excluded from plan participation even if a court or
         administrative agency determines that such individuals are common law
         employees and not independent contractors.

                  2.01.18 "Employer" means the Company or a Subsidiary or
         Affiliate that has adopted the Plan pursuant to Section 8 hereof and
         which employs an Eligible Employee.

                  2.01.19 "Excluded Employee" means any (as these terms are
         defined herein) Foreign Employee, Leased Employee, Independent
         Contractor, Cooperative Education Employee, seasonal employee or
         temporary employee. Excluded Employees shall not be Eligible Employees
         under the Plan. Excluded Employees include any individual not treated
         as a common law employee by an Employer on its payroll records, even if
         a court or administrative agency subsequently determines that such
         individuals are common law employees. Similarly, it is expressly
         intended that the classification of any Employee be consistent with the
         payroll records of the Employer even if a court or administrative
         agency subsequently determines otherwise.

                           In addition, Employees who are eligible to
         participate in the Williams Communications Group, Inc. Change in
         Control Severance Protection Plan I, as amended and restated from time
         to time, or who have waived participation therein are not eligible
         employees under the Plan and are Excluded Employees.

                  2.01.20 "Foreign Employee" means a non-U.S. citizen who is
         living outside the United States. U.S. Citizens living outside the
         United States, and non-U.S. citizens living in the United States are
         not Foreign Employees.

                  2.01.21 "Good Reason" shall mean the occurrence of any of the
         following events without Participant's consent: (i) a material
         diminution in a Management Level Participant's duties, authorities or
         responsibilities from those existing immediately prior to the Change in
         Control, (ii) a reduction of the aggregate of a Participant's Base
         Wages and Target Incentive in excess of 20% from the aggregate
         immediately prior to the Change in Control, (iii) removal from or
         failure to reelect a Participant to any corporate office of the Company
         (other than due to the resignation by the officer or refusal to accept
         a nomination to such office), or (iv) the relocation of a Participant's
         principal office more than 50 miles from its location immediately prior
         to the Change in Control.

                  2.01.22 "Hire Date" means the date upon which an Eligible
         Employee's most recent employment with his Employer commenced; except
         that if a former Participant who has received a benefit under this Plan
         or any other severance plan of the Company is rehired by the same
         Employer within fewer weeks of his Termination Date than the


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         weeks by which a Severance Benefit was calculated under Section 4.03,
         the Hire Date for purposes of subsequent participation in this Plan
         shall be the date of hire for the period of employment ending with the
         last preceding Termination Date.

                           Hire Date with an Employer will include continuous
         service with a predecessor company only to the extent required by law
         or that the Benefits Committee, in its discretion, determines that such
         service shall be included in years of service. The Administrative
         Committee shall notify participants of such a determination when made.

                  2.01.23 "Independent Contractor" means an individual vendor,
         or employee of a vendor, that has a contract with the Company, a
         Subsidiary or Affiliate to provide consulting or other services and
         that retains the independent right to control the means and manner of
         achieving the results sought by the Company.

                  2.01.24 "Leased Employee" means any person (other than an
         Employee of an Employer) who, pursuant to an agreement between an
         Employer and any leasing organization, has performed services for an
         Employer (or for an Employer and related persons determined in
         accordance with Section 414(n)(6) of the Code) on a substantially
         full-time basis for a period of at least one year, and such services
         are performed under the primary direction or control of an Employer.

                  2.01.25 "Management Level Participant" means a Participant
         with the title of Chief Executive Officer, Chief Financial and
         Corporate Services Officer, Chief Operating Officer, Chief People
         Officer, General Counsel, Vice President, Director, or Manager of WCL,
         or their equivalent levels within the WCL organization, as determined
         by the official company records of WCL and the Benefits Committee.

                  2.01.26 "Participant" shall mean an Eligible Employee who
         becomes a Participant in accordance with subsection 3.01 hereof.

                  2.01.27 "Person" shall have the meaning given in Section
         3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and
         14(d) thereof, except that such term shall not include (i) the Company
         or any of its Subsidiaries, (ii) a trustee or other fiduciary holding
         securities under an employee benefit plan of the Company or any of its
         Affiliates, (iii) an underwriter temporarily holding securities
         pursuant to an offering of such securities, or (iv) a corporation
         owned, directly or indirectly, by the stockholders of the Company in
         substantially the same proportions as their ownership of stock of the
         Company.

                  2.01.28 "Plan" means the Williams Communications Group, Inc.
         Change in Control Severance Protection Plan II.

                  2.01.29 "Related Party" means (i) a Subsidiary, (ii) an
         employee or group of employees of the Company or any Subsidiary, (iii)
         a trustee or other fiduciary holding securities under an employee
         benefit plan of the Company or any Subsidiary, or (iv) a corporation
         owned directly or indirectly by the stockholders of the Company in
         substantially the same proportion as their ownership of stock of the
         Company.


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                  2.01.30 "Severance Benefit" means the amounts payable and
         benefits continued in accordance with subsection 4.03 hereof.

                  2.01.31 "Subsidiary" means any corporation, partnership or
         joint venture in which the Company, directly or indirectly, holds a
         majority of the voting power of such corporation's outstanding shares
         of capital stock or a majority of the capital or profits interests of
         such partnership or joint venture.

                  2.01.32 "Target Incentive" means the target incentive
         established for a Participant under the annual sales incentive plan or
         annual incentive plan in which he participates with respect to the
         fiscal year in which his termination of employment occurs, or, if
         higher, with respect to the fiscal year immediately preceding the
         fiscal year in which occurs the first event which constitutes Good
         Reason.

                  2.01.33 "Termination Date" means the date designated by the
         Employer as the Employee's final day of employment.

                  2.01.34 "WCG" means Williams Communications Group, Inc.

                  2.01.35 "WCL" means Williams Communications, LLC, a wholly
         owned subsidiary of Williams Communications Group, Inc.

                  2.01.36 "Weeks Benefit" means 1/52nd of the sum of Base Wages
         and Target Incentive.

                             SECTION 3. ELIGIBILITY

         3.01 Participation. In the event of a Change in Control, each Eligible
Employee at the time the Change in Control occurs shall become a Participant at
that time.

         3.02 Duration of Participation. A Participant shall cease to be a
Participant either i) when he ceases to be employed by the Employer, or ii) the
date that is two (2) years after the date the employee became a Participant,
whichever is earlier. A Participant who becomes entitled to payment of a
Severance Benefit pursuant to subsections 4.01 and 4.03.1 shall remain a
Participant until the full amount of the Severance Benefit has been paid to the
Participant.

                          SECTION 4. SEVERANCE BENEFIT

         4.01 Right to Severance Benefit under The Plan. Except as set forth in
subsection 4.02 hereof, and subject to the execution and effectiveness of the
Agreements required by subsection 4.03.1 hereof, a Participant shall be entitled
to receive a Severance Benefit if, within two (2) years after a Change in
Control, the Employer terminates Participant's employment, or the Participant
terminates employment for Good Reason, provided that:

         i) a Participant who intends to terminate his employment due to Good
Reason must give written notice of same to his Employer within sixty (60) days
after the date on which the Participant first has knowledge of the occurrence of
an event constituting Good Reason, and the Employer shall have ten (10) business
days following Participant's written notice to cure. Any


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such written notice received by the Employer following the sixty (60) day period
shall not be effective and the Participant shall be deemed to have waived his
right to terminate employment for Good Reason with respect to such event
("Waiver of Good Reason");

         and

         ii) a Participant must remain employed until his Termination Date
unless otherwise approved by the Chief People Officer of WCL.

                  4.01.1 A Severance Benefit may be provided to a Participant
         who is on short-term disability leave pursuant to his Employer's
         short-term disability policy. If the Participant's medically documented
         return-to-work date would have been within six (6) months of the
         initial date of Participant's disability had no Severance occurred, the
         Participant will be entitled to a Severance Benefit effective as of the
         date the Participant would have returned to work.

         4.02 No Right To Severance Benefit under The Plan. Notwithstanding
Section 4.01, if a Participant's employment is terminated for the following
reasons or in connection with the following events, the Participant shall not be
entitled to any Severance Benefit, regardless of the occurrence of a Change in
Control.

                  4.02.1 Termination for Cause.

                  4.02.2 Voluntary Termination by the Participant without Good
         Reason, or upon Waiver of Good Reason.

                  4.02.3 Termination while on Educational or Personal Leave, as
         the Employer defines those terms.

                  4.02.4 Eligibility for Other Benefit by Agreement. Eligibility
         for a separate payment upon termination under the terms of an
         employment contract or other agreement with Employer.

                  4.02.5 Death.

                  4.02.6 Termination while on Long-Term Disability. Receipt of
         long-term disability benefits under the Employer's Long-Term Disability
         Plan at the time of notification of termination.

                  4.02.7 Termination With Offer for Successor Employment. A
         termination with offer for successor employment shall have occurred
         when, within two (2) years of a Change in Control, the Company or the
         Participant's Employer sells, outsources, assigns, or otherwise
         disposes of substantially all of the functions of the Subsidiary,
         business unit or other functional group (or all or substantially all of
         the assets thereof) in which the Participant was employed before such
         sale, disposition, outsourcing or assignment to any Person, and the
         Participant is offered employment with the acquirer or successor on
         comparable terms and conditions under which he worked for his Employer.
         An offer will be deemed "comparable" if the position provides to any
         Participant at least eighty percent


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         (80%) of the aggregate of such Participant's Base Wages and his Target
         Incentive as of his Termination Date, and the location of Participant's
         principal office does not move by more than fifty (50) miles. Such
         terms and conditions shall include an agreement or plan binding on such
         acquirer or successor, providing that upon any termination of
         employment with the acquirer or successor of the sort described in
         subsection 4.01 hereof within two (2) years of such sale or
         disposition, the acquirer or successor shall pay to each such former
         Participant the Severance Benefit that such former Participant would
         have received under this Plan had he been a Participant at the time of
         such termination. For purposes of determining the amount required to be
         paid by the acquirer or successor, the Participant's title shall be
         deemed to be the higher of the title which the Participant held
         immediately prior to the Change in Control and the title which the
         Participant held immediately prior to such sale, disposition,
         outsourcing or assignment.

         4.03 Severance Benefit.

                  4.03.1 Subject to the execution and effectiveness of the
         Agreements, and without the necessity of a claim being made under
         subsection 7.05 hereof, the Company shall pay a Participant who is
         entitled to a Severance Benefit under subsection 4.01 an amount (the
         "Severance Benefit") equal to the following:

                           4.03.1.1 A Non-Management Level Participant who has
                  completed one full year of service, calculated from his Hire
                  Date, shall receive two (2) Weeks Benefit, subject to the
                  deductions allowed in Sections 4.04 and 9.06, for each
                  completed year of service with the Employer. Notwithstanding
                  the foregoing, the Severance Benefit shall be a minimum of six
                  (6) Weeks Benefit and a maximum of fifty-two (52) Weeks
                  Benefit. Partial years of service shall not be included in the
                  severance calculation.

                           4.03.1.2 A Non-Management Level Participant who has
                  completed less than one (1) year of service shall be entitled
                  to two (2) Weeks Benefit, subject to the deductions allowed in
                  Sections 4.04 and 9.06.

                           4.03.1.3 Regardless of length of service, Management
                  Level Participants shall be entitled to a Severance Benefit of
                  the greater of i) two (2) Weeks Benefit, subject to the
                  deductions allowed in Sections 4.04 and 9.06, for each full
                  completed year of service with the Employer, calculated from
                  Participant's Hire Date, with a maximum of fifty-two (52)
                  Weeks Benefit; or ii) the amount set forth on Exhibit A
                  hereto, subject to the deductions allowed in Sections 4.04 and
                  9.06.

                           4.03.1.4 If a Participant receives a payment under
                  subsections 4.03.1.1 - .3 hereof, the Company shall also
                  provide the Participant with a lump sum payment equal to the
                  full COBRA cost of Participant's premium for his elected
                  medical coverage at his Termination Date, for the greater of
                  the number of weeks upon which the Participant's Severance
                  Benefit is calculated or the "Deemed Severance Period"
                  (determined in accordance with Exhibit A), but in no event
                  less than three months. Participants who have waived medical
                  coverage will not receive a payment under this section. This
                  subsection 4.03.1.4 shall not be interpreted so as


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                  to limit any benefits to which the Participant, the
                  Participant's dependents or the Participant's beneficiaries
                  may be entitled under any of the Company's employee benefit
                  plans, programs, or practices following the Participant's
                  termination of employment, including, without limitation,
                  retiree medical benefits.

                           4.03.1.5 Notwithstanding anything in this Plan to the
                  contrary, to the extent that the Employer makes a payment to
                  the Participant in accordance with federal, state, or local
                  law (U.S. or foreign) in connection with a termination of
                  employment or pursuant to plant closing law, (including, but
                  not limited to the Worker Adjustment and Retraining
                  Notification Act, 29 U.S.C.A. 2101-2109), or otherwise, the
                  Severance Benefit shall be reduced by any and all such
                  payments. In addition, should the Employer be required to
                  provide a notice payment pursuant to federal, state, or local
                  plant closing law (U.S. or foreign), the Severance Benefit
                  shall be reduced to the extent that the notice payment
                  represents time that the Participant remains on the Employer's
                  active payroll beyond the final date that the Participant
                  actually works.

                           4.03.1.6 A Participant shall not be required to
                  mitigate damages or the amount of this Severance Benefit by
                  seeking other employment or otherwise, nor shall the amount of
                  his Severance Benefit be reduced by any compensation earned by
                  the Participant as a result of employment after his
                  termination of employment with the Employer.

                           4.03.1.7 Subject to subsection 4.03.5 hereof,
                  benefits payable under this Plan shall be paid in addition to,
                  and not in lieu of, all other accrued or vested or earned but
                  deferred compensation rights, options, or other benefits which
                  may be owed to a Participant following termination.

         4.03.2 Amounts Owed to Employer. Notwithstanding anything herein to the
contrary, the Employer may deduct from the amount of the Severance Benefit
payable to a Participant by any amounts owed to the Employer by the Participant
under a previous written agreement. Specifically, the Employer may withhold from
the Severance Benefit overdue credit card balances and any other liquidated
amounts that the Participant has previously agreed in writing may be withheld.
However, nothing in this section shall allow the Employer to reduce the
Severance Benefit below One Thousand Dollars ($1,000.00).

         4.03.3 Payment. The Severance Benefit shall be paid in a lump sum as
soon as practical following the date on which the Agreements have been properly
executed by the Participant, returned to the Employer and have become effective
by their terms.

         4.03.4 Rehire. Notwithstanding anything to the contrary herein, if a
Participant is rehired by his Employer after receiving a Severance Benefit under
the Plan, the Participant may retain the portion of the Severance Benefit
representing the period between the Termination Date and the date of
commencement of employment following rehire, but must repay the balance to the
Employer.


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         4.03.5 Exclusive Severance Benefit. Any Severance Benefit that is paid
to a Participant under this Plan shall be the exclusive payment to which a
Participant is entitled from the Company upon Severance and is in lieu of any
other severance, change in control severance or termination benefit to which the
Participant might otherwise become eligible, whether pursuant to the Williams
Communications Group, Inc. Change in Control Severance Protection Plan I, the
Williams Communications Group, Inc. Severance Protection Plan or otherwise.

                         SECTION 5. SUCCESSOR TO COMPANY

                  This Plan shall bind any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) which becomes such on
or after a Change in Control has occurred to all or substantially all of the
business and/or assets of the Company or WCL in the same manner and to the same
extent that the Company or WCL would be obligated under this Plan if no
succession had taken place. In the case of any transaction in which a successor
(which becomes such on or after a Change in Control has occurred) would not by
the foregoing provision or by operation of law be bound by this Plan, the
Company and WCL shall require such successor expressly and unconditionally to
assume and agree to perform the Company's and WCL's obligations under this Plan,
in the same manner and to the same extent that the Company and WCL would be
required to perform if no such succession had taken place.

                 SECTION 6. DURATION, AMENDMENT AND TERMINATION

         6.01 Duration. The Plan shall continue indefinitely unless terminated
as provided in subsection 6.02 hereof.

         6.02 Amendment and Termination. The Plan may be terminated or amended
in any respect by a written resolution adopted by a majority vote of the Board
at any time except:

                           (i)      for a period of two (2) years following a
                                    Change in Control, or

                           (ii)     during the period beginning on the date two
                                    (2) months prior to the Company's signing of
                                    any agreement the consummation of which
                                    would constitute a Change in Control and
                                    ending upon the earlier to occur of:

                                    (1) the second (2nd) anniversary of a Change
                                    in Control; or

                                    (2) a cancellation of such an agreement,
                                    provided that the Company does not enter
                                    into any other agreement, the consummation
                                    of which would constitute a Change in
                                    Control, within the six (6) months following
                                    such cancellation, or

                           (iii)    during the one-year period commencing April
                                    18, 2002.


                                      -11-
<PAGE>


Notwithstanding the foregoing, the Plan may be amended from time to time to the
extent that such amendment increases the benefits payable under the Plan or
otherwise constitutes a bona fide improvement of the rights of Participants
and/or Eligible Employees under the Plan or does not affect either Participants
or Eligible Employees in any adverse manner without their express written
consent thereto.

                           SECTION 7. ADMINISTRATION

         7.01 Allocation of Responsibilities.

                  7.01.1 Board of Directors. The Board shall have exclusive
         authority and responsibility for:

                           (a) The amendment or termination of this Plan in
                  accordance with subsection 6.02 hereof; and

                           (b) The delegation to the Benefits Committee of any
                  authority and responsibility reserved herein to the Board.

                  7.01.2 Committee. The Administrative Committee shall be
         appointed by the Benefits Committee, and shall serve as plan
         administrator and shall have exclusive authority and responsibility for
         those functions set forth in subsection 7.02 hereof, and in other
         provisions of this Plan.

         7.02 Provisions Concerning the Committee.

                  7.02.1 Membership and Voting. The Administrative Committee
         shall serve as plan administrator. It shall consist of not less than
         three (3) members. It shall act by a majority of its members at the
         time in office, and such action may be taken by a vote at a meeting, in
         writing without a meeting, or by telephonic communications. Attendance
         at a meeting shall constitute waiver of notice thereof. A member of the
         Administrative Committee who is a Participant of the Plan shall not
         vote on any question relating specifically to such Participant. Any
         such action shall be voted or decided by a majority of the remaining
         members of the Administrative Committee. The Administrative Committee
         shall designate one of its members as the Chairman and shall appoint a
         Secretary who may, but need not, be a member thereof. The
         Administrative Committee may appoint from its members such
         subcommittees with such powers as the Administrative Committee shall
         determine.

                  7.02.2 Duties of the Administrative Committee. The
         Administrative Committee shall administer the Plan in accordance with
         its terms and shall have all the powers necessary to carry out such
         terms. The Administrative Committee shall execute any certificate,
         instrument or other written direction on behalf of the Plan and may
         make any payment on behalf of the Plan. All interpretations of this
         Plan, and questions concerning its administration and application,
         shall be determined by the Administrative Committee (or its delegate).
         The Administrative Committee may appoint such accountants, counsel,
         specialists, and other persons as it deems necessary or desirable in
         connection with the


                                      -12-
<PAGE>


         administration of this Plan. Such accountants and counsel may, but need
         not, be accountants and counsel for the Company or a Related Party.

         7.03 Delegation of Responsibilities; Bonding.

                  7.03.1 Delegation and Allocation. The Board, the Benefits
         Committee, and the Administrative Committee, respectively, shall have
         the authority to delegate or allocate, from time to time, by a written
         instrument, all or any part of their responsibilities under this Plan
         to such person or persons as each may deem advisable and in the same
         manner to revoke any such delegation or allocation of responsibility.
         Any action of a person in the exercise of such delegated or allocated
         responsibility shall have the same force and effect for all purposes
         hereunder as if such action had been taken by the Board, or either of
         the Committees. The Company, the Board, or either of the Committees
         shall not be liable for any acts or omissions of any such person, who
         shall periodically report to the Board or the Committee from whom they
         received their responsibilities, as applicable, concerning the
         discharge of the delegated or allocated responsibilities.

                  7.03.2 Bonding. The members of each Committee shall serve
         without bond (except as expressly required by federal law) and without
         compensation for their services as such.

         7.04 Information to be Supplied by the Company. The Company shall
provide to each Committee or its delegate such information as it shall from time
to time need in the discharge of its duties.

         7.05 Claims Procedure.

                  7.05.1 Initial Claim for Benefits. Each Participant or
         beneficiary may submit his claim for benefits to the Administrative
         Committee (or to such other person as may be designated by it) in
         writing in such form as is permitted by the Administrative Committee. A
         Participant shall have no right to seek review of a denial of benefits,
         or to bring any action in any court to enforce a claim for benefits
         prior to his filing a claim for benefits and exhausting his rights to
         review under subsections 7.05.1 and 7.05.2.

                  When a claim for benefits has been filed properly, such claim
         for benefits shall be evaluated and the claimant shall be notified of
         the approval or the denial within ninety (90) days after the receipt of
         such claim unless special circumstances require an extension of time
         for processing the claim. If such an extension of time for processing
         is required, written notice of the extension shall be furnished to the
         claimant prior to the termination of the initial ninety (90) day period
         which shall specify the special circumstances requiring an extension
         and the date by which a final decision will be reached (which date
         shall not be later than one hundred and eighty (180) days after the
         date on which the claim was filed). A claimant shall be given a written
         notice in which the claimant shall be advised as to whether the claim
         is granted or denied, in whole or in part. If a claim is denied, in
         whole or in part, the claimant shall be given written notice which
         shall contain (a) the specific reasons for the denial, (b) references
         to pertinent plan provisions upon which the denial is based, (c) a
         description of any additional material or information


                                      -13-
<PAGE>


         necessary to perfect the claim and an explanation of why such material
         or information is necessary, and (d) the claimant's rights to seek
         review of the denial.

                  7.05.2 Review of Claim Denial. If a claim is denied, in whole
         or in part, the claimant shall have the right to request that the
         Administrative Committee review the denial, provided that the claimant
         files a written request for review with the Administrative Committee
         within sixty (60) days after the date on which the claimant received
         written notification of the denial. A claimant (or his duly authorized
         representative) may review pertinent documents and submit issues and
         comments in writing to the Administrative Committee. Within sixty (60)
         days after a request for review is received, the review shall be made
         and the claimant shall be advised in writing of the decision on review,
         unless special circumstances require an extension of time for
         processing the review, in which case the claimant shall be given a
         written notification within such initial sixty (60) day period
         specifying the reasons for the extension and when such review shall be
         completed (provided that such review shall be completed within one
         hundred and twenty (120) days after the date on which the request for
         review was filed). The decision on review shall be forwarded to the
         claimant in writing and shall include specific reasons for the decision
         and references to plan provisions upon which the decision is based. If
         a claimant shall fail to file a request for review in accordance with
         the procedures herein outlined, such claimant shall have no rights to
         review and shall have no right to bring action in any court and the
         denial of the claim shall become final and binding on all persons for
         all purposes.

                       SECTION 8. PARTICIPATING EMPLOYERS

         This Plan may be adopted by any Subsidiary or Affiliate. Upon such
adoption, the Subsidiary or Affiliate shall become an Employer and the
provisions of the Plan shall be fully applicable to the employees of that
Subsidiary or Affiliate who become Participants in accordance with subsection
3.01 hereof. This Plan established and vests in each Participant a contractual
right to the benefits to which he may become entitled hereunder, enforceable by
the Participant against his Employer. The Company agrees unconditionally to
guarantee the performance by, and obligation of, each Employer under the Plan.

                            SECTION 9. MISCELLANEOUS

         9.01 Payment Obligations Absolute. The Company's obligation to pay any
amounts or to provide benefits continuation or any other benefits described in
subsection 4.03 hereof, subject to the deductions expressly allowed in sections
4.04 and 9.06, shall be absolute and unconditional (except as expressly stated
in this Plan) and shall not be affected by any circumstances, including, without
limitation, any set-off, counterclaim, recoupment, defense or other right which
the Company or any of its Subsidiaries may have against any Participant.

         9.02 Indemnification. If a Participant institutes any legal action in
seeking to obtain or enforce, or is required to defend in any legal action the
validity or enforceability of, any right or benefit provided by the Plan, the
Company shall, if the Participant prevails in such action, pay for all
reasonable legal fees and expenses incurred by such Participant.


                                      -14-
<PAGE>


         9.03 Employment Status. The Plan does not constitute a contract of
employment or impose on the Participant or the Company any obligation to retain
the Participant as an employee of the Company or a Subsidiary, to change the
status of the Participant's employment, or to change the policies of the Company
or its Subsidiaries regarding termination of employment.

         9.04 Validity and Severability. The invalidity or unenforceability of
any provision of the Plan shall not affect the validity or enforceability of any
other provision of the Plan, which shall remain in full force and effect, and
any prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.

         9.05 Governing Law. The validity, interpretation, construction and
performance of the Plan shall in all respects be governed by the laws of the
United States and, to the extent not preempted by such laws, by the laws of the
State of Delaware, without regard to choice of law principles.

         9.06 Withholding of Taxes. The Company or its Subsidiaries may withhold
from any amounts payable under the Plan all federal, state, city and/or other
taxes as shall be legally required.

         9.07 Obligations Unfunded. All benefits due a Participant under this
Plan are unfunded and unsecured and are payable out of the general funds of the
Company. The Company and/or one or more Subsidiaries may establish a "grantor
trust" for the payment of benefits and obligations hereunder, provided however;
that the grantor shall remain responsible for the payment of any such benefits
and obligations which are not so paid by any such trust.

         9.08 Construction. For purposes of this Plan, the following rules of
construction shall apply:

                  9.08.1 The word "or" is used as a disjunctive but not
         necessarily exclusively, as the context may require.

                  9.08.2 Words in the singular include the plural; words in the
         plural include the singular; and words in the neuter gender include the
         masculine and feminine genders and words in the masculine or feminine
         gender include the other and neuter genders.

         This Plan, having an Effective Date of June 1, 1999, has been amended,
restated, and renamed by the Company as of the 18th day of April, 2002.

                                      WILLIAMS COMMUNICATIONS GROUP, INC.



                                      By: /s/ GERALD L. CARSON
                                          ------------------------
                                          Gerald L. Carson
                                          Chief People Officer


                                      -15-
<PAGE>


         Williams Communications, LLC hereby adopts the Plan, effective this
18th day of April, 2002 as provided in Section 8.


                                      WILLIAMS COMMUNICATIONS, LLC


                                      By: /s/ GERALD L. CARSON
                                          ------------------------
                                          Gerald L. Carson
                                          Chief People Officer




                                      -16-


<PAGE>

                                    EXHIBIT A


                          MANAGEMENT LEVEL PARTICIPANTS
                           DEEMED SEVERANCE PERIOD AND
                        CALCULATION OF SEVERANCE BENEFIT


<Table>
<Caption>
                                                                     Deemed
  Participant's Title/Level          Applicable Formula         Severance Period
-----------------------------   -----------------------------   ----------------
<S>                             <C>                             <C>

Chief Executive Officer         24 months of Base Wages plus    2 years
                                Target Incentive

Chief Financial and Corporate   18 months of Base Wages plus    18 months
Services Officer, Chief         Target Incentive
Operating Officer,
Chief People Officer,
General Counsel

Vice President                  12 months of Base Wages plus    12 months
                                Target Incentive

Directors                       6 months of Base Wages plus     6 months
                                Target Incentive

Managers                        2 months of Base Wages plus     2 months
                                Target Incentive
</Table>




                                      -17-


</TEXT>
</DOCUMENT>
