WILLIAMS ENERGY PARTNERS L P
THIRD AMENDED/RESTATED LIMITED LIABILITY AGREEMENT
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<TYPE>EX-10.4
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<FILENAME>d01268exv10w4.txt
<DESCRIPTION>THIRD AMENDED/RESTATED LIMITED LIABILITY AGREEMENT
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                                                                    EXHIBIT 10.4

                           THIRD AMENDED AND RESTATED

                       LIMITED LIABILITY COMPANY AGREEMENT

                                       OF

                                 WILLIAMS GP LLC

                      A Delaware Limited Liability Company

      This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this
"Agreement") of WILLIAMS GP LLC (the "Company"), dated as of September 30, 2002
(the "Effective Date"), is adopted, executed and agreed to, for good and
valuable consideration, by Williams Energy Services, LLC, a Delaware limited
liability company ("WES") and Williams Natural Gas Liquids, Inc., a Delaware
corporation ("WNGL"), as the members ("Members").

                                    RECITALS

      1. The name of the company is "Williams GP LLC" (the "Company").

      2. The Company was originally formed as a Delaware limited liability
company by the filing of a Certificate of Formation (the "Delaware
Certificate"), dated as of August 30, 2000 (the "Original Filing Date") with the
Secretary of State of the State of Delaware, pursuant to the Delaware Limited
Liability Company Act with WES as the sole member.

      3. WES and the Company desire to admit WNGL as a member of the Company in
exchange for its capital contribution as set forth in Section 5.01.


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                                   ARTICLE I.
                                   DEFINITIONS

      SECTION 1.01 DEFINITIONS.

      (a) As used in this Agreement, the following terms have the respective
meanings set forth below or set forth in the Sections referred to below:

      "Act" means the Delaware Limited Liability Company Act, as amended from
time to time.

      "Adjusted Capital Account Deficit" means, with respect to any Member, the
deficit balance, if any, in such Member's Capital Account as of the end of the
relevant fiscal year, after giving effect to the following adjustments:

      (i) Credit to such Capital Account any amounts which such Member is
obligated to restore pursuant to any provision of this Agreement or pursuant to
Treasury Regulation Section 1.704-1(b)(2)(ii)(c) or is deemed to be obligated to
restore pursuant to the penultimate sentences of Treasury Regulations Sections
1.704-2(g)(1) and 1.704-2(i)(5);

      (ii) Debit to such Capital Account the items described in Treasury
Regulation Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), and
1.704-1(b)(2)(ii)(d)(6).

      The foregoing definition of Adjusted Capital Account Deficit is intended
to comply with the provisions of Treasury Regulations Section
1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

      "Affiliate" means, with respect to any Person, any other Person directly
or indirectly controlling, controlled by, or under direct or indirect common
control with, such Person. For the purposes of this definition, "control" when
used with respect to any Person means the power to direct the management and
policies of such Person, directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

      "Agreement" has the meaning given such term in the Recitals.

      "Applicable Law" means (a) any United States Federal, state or local law,
statute, rule, regulation, order, writ, injunction, judgment, decree or permit
of any Governmental Authority and (b) any rule or listing requirement of any
applicable national stock exchange or listing


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requirement of any national stock exchange or Commission recognized trading
market on which securities issued by the MLP are listed or quoted.

      "Assignee" means any Person that acquires a Membership Interest or any
portion thereof through a Disposition; provided, however, that, an Assignee
shall have no right to be admitted to the Company as a Member except in
accordance with Article IV. The Assignee of a dissolved Member is the
shareholder, partner, member or other equity owner or owners of the dissolved
Member to whom such Member's Membership Interest is assigned by the Person
conducting the liquidation or winding up of such Member. The Assignee of a
Bankrupt Member is (a) the Person or Persons (if any) to whom such Bankrupt
Member's Membership Interest is assigned by order of the bankruptcy court or
other Governmental Authority having jurisdiction over such Bankruptcy, or (b) in
the event of a general assignment for the benefit of creditors, the creditor to
which such Membership Interest assigned.

      "Bankruptcy" or "Bankrupt" means, with respect to any Person, that (a)
such Person (i) makes a general assignment for the benefit of creditors; (ii)
files a voluntary bankruptcy petition; (iii) becomes the subject of an order for
relief or is declared insolvent in any federal or state bankruptcy or insolvency
proceedings; (iv) files a petition or answer seeking for such Person a
reorganization, arrangement, composition, readjustment, liquidation,
dissolution, or similar relief under any Applicable Law; (v) files an answer or
other pleading admitting or failing to contest the material allegations of a
petition filed against such Person in a proceeding of the type described in
subclauses (i) through (iv) of this clause (a); or (vi) seeks, consents to, or
acquiesces in the appointment of a trustee, receiver, or liquidator of such
Person or of all or any substantial part of such Person's properties; or (b) a
proceeding seeking reorganization, arrangement, composition, readjustment,
liquidation, dissolution, or similar relief under any Applicable Law has been
commenced against such Person and 120 Days have expired without dismissal
thereof or with respect to which, without such Person's consent or acquiescence,
a trustee, receiver, or liquidator of such Person or of all or any substantial
part of such Person's properties has been appointed and 90 Days have expired
without the appointment's having been vacated or stayed, or 90 Days have expired
after the date of expiration of a stay, if the appointment has not previously
been vacated.

      "Board" has the meaning given such term in Section 7.01.

      "Business Day" means any day other than a Saturday, a Sunday, or a day
when banks in New York, New York are authorized by Applicable Law to be closed.

      "Capital Account" means, with respect to any Member, the Capital Account
maintained for such Member in accordance with the following provisions:

            (i) To each Member's Capital Account there shall be credited such
      Member's Capital Contributions, such Member's distributive share of
      Profits and any items in the


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      nature of income or gain which are specially allocated pursuant to Section
      6.03 hereof, and the amount of any Company liabilities assumed by such
      Member or which are secured by any property (other than money) distributed
      to such Member.

            (ii) To each Member's Capital Account there shall be debited the
      amount of cash and the Gross Asset Value of any property (other than
      money) distributed to such Member pursuant to any provision of this
      Agreement, such Member's distributive share of Losses and any items in the
      nature of expenses or losses which are specially allocated pursuant to
      Section 6.03 hereof, and the amount of any liabilities of such Member
      assumed by the Company or which are secured by any property (other than
      money) contributed by such Member to the Company.

            (iii) In the event all or a portion of a Membership Interest is
      transferred in accordance with the terms of this Agreement, the transferee
      shall succeed to the Capital Account of the transferor to the extent it
      relates to the Membership Interest so transferred.

            (iv) In determining the amount of any liability for purposes of the
      foregoing subparagraphs (i) and (ii) of this definition of "Capital
      Account," there shall be taken into account Section 752(c) of the Code and
      any other applicable provisions of the Code and Treasury Regulations.

      The foregoing provisions and the other provisions of this Agreement
relating to the maintenance of Capital Accounts are intended to comply with
Treasury Regulations Section 1.704-1(b) and shall be interpreted and applied in
a manner consistent with such Treasury Regulations.

      "Capital Contribution" means, with respect to any Member, the amount of
money and the net agreed value of any property (other than money) contributed to
the Company by such Member. Any reference in this Agreement to the Capital
Contribution of a Member shall include a Capital Contribution of its
predecessors in interest.

      "Certified Public Accountants" means a firm of independent public
accountants selected from time to time by the Board.

      "Claim" means any and all judgments, claims, causes of action, demands,
lawsuits, suits, proceedings, Governmental investigations or audits, losses,
assessments, fines, penalties, administrative orders, obligations, costs,
expenses, liabilities and damages (whether actual, consequential or punitive),
including interest, penalties, reasonable attorneys' fees, disbursements and
costs of investigations, deficiencies, levies, duties and imposts.

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


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      "Company" has the meaning given such term in the Recitals.

      "Compensation Committee" has the meaning given such term in Section
7.10(d).

      "Conflicts Committee" has the meaning given such term in Section 7.10(c).

      "Day" means a calendar day; provided, however, that, if any period of Days
referred to in this Agreement shall end on a Day that is not a Business Day,
then the expiration of such period shall be automatically extended until the end
of the next succeeding Business Day.

      "Delaware Certificate" has the meaning given such term in the Recitals.

      "Depreciation" means, for each fiscal year or other period, an amount
equal to the depreciation, amortization, or other cost recovery deduction
allowable with respect to an asset for such year or other period, except that if
the Gross Asset Value of an asset differs from its adjusted basis for Federal
income tax purposes at the beginning of such year or other period, Depreciation
shall be an amount which bears the same ratio to such beginning Gross Asset
Value as the Federal income tax depreciation, amortization, or other cost
recovery deduction for such year or other period bears to such beginning
adjusted tax basis; provided, however, that if the Federal income tax
depreciation, amortization, or other cost recovery deduction for such year is
zero, Depreciation shall be determined with reference to such beginning Gross
Asset Value using any reasonable method selected by the Manager.

      "Director" or "Directors" has the meaning given such term in Section 7.02.

      "Dispose," "Disposing" or "Disposition" means with respect to any asset
(including a Membership Interest or any portion thereof), a sale, assignment,
transfer, conveyance, gift, exchange or other disposition of such asset, whether
such disposition be voluntary, involuntary or by operation of Applicable Law.

      "Disposing Member" has the meaning given such term in Section 4.02.

      "Dissolution Event" has the meaning given such term in Section 12.01(a).

      "Effective Date" has the meaning given such term in the Recitals.


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      "Encumber," "Encumbering," or "Encumbrance" means the creation of a
security interest, lien, pledge, mortgage or other encumbrance, whether such
encumbrance be voluntary, involuntary or by operation of Applicable Law.

      "GAAP" means generally accepted accounting principles.

      "Governmental Authority" or "Governmental" means any Federal, state or
local court or governmental or regulatory agency or authority or any arbitration
board, tribunal or mediator having jurisdiction over the Company or its assets
or Members.

      "Gross Asset Value" means, with respect to any asset, the asset's adjusted
basis for

      Federal income tax purposes, except as follows:

            (i) The initial Gross Asset Value of any asset contributed by a
      Member to the Company shall be the gross fair market value of said asset,
      as determined by the contributing Member and the Board, in a manner that
      is consisted with Section 7701(g) of the Code;

            (ii) The Gross Asset Values of all Company assets shall be adjusted
      to equal their respective gross fair market values, as determined by the
      Board, in a manner that is consistent with Section 7701(g) of the Code, as
      of the following times: (a) the acquisition of an additional Membership
      Interest by any new or existing Member in exchange for more than a de
      minimis Capital Contribution; (b) the distribution by the Company to a
      Member of more than a de minimis amount of property other than money as
      consideration for an Membership Interest; and (c) the liquidation of the
      Company within the meaning of Treasury Regulations Section
      1.704-1(b)(2)(ii)(g); provided, however, that adjustments pursuant to
      clauses (a) and (b) above shall be made only if the Tax Matters Officer
      reasonably determines that such adjustments are necessary or appropriate
      to reflect the relative economic interests of the Members in the Company;

            (iii) The Gross Asset Value of any Company asset distributed to any
      Member shall be the gross fair market value (taking Section 7701(g) of the
      Code into account) of such asset on the date of distribution; and

            (iv) The Gross Asset Values of any Company assets shall be increased
      (or decreased) to reflect any adjustments to the adjusted basis of such
      assets pursuant to Section 734(b) of the Code or Section 743(b) of the
      Code, but only to the extent that such adjustments are taken into account
      in determining Capital Accounts pursuant to Treasury Regulations Section
      1.704-1 (b)(2)(iv)(m) and the definition of Capital Account hereof,
      provided, however, that Gross Asset Values shall not be adjusted pursuant
      to this


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      subparagraph (iv) to the extent the Tax Matter Officer determines that an
      adjustment pursuant to the foregoing subparagraph (ii) of this definition
      is necessary or appropriate in connection with a transaction that would
      otherwise result in an adjustment pursuant to this subparagraph (iv).

      If the Gross Asset Value of an asset has been determined or adjusted
pursuant to the foregoing subparagraphs (i), (ii) or (iv), such Gross Asset
Value shall thereafter be adjusted by the Depreciation taken into account with
respect to such asset for purposes of computing Profits and Losses.

      "Incentive Plan" means any plan or arrangement pursuant to which the
Company may compensate its employees, consultants, directors and/or service
providers.

      "Indemnitee" means (a) any Person who is or was an Affiliate of the
Company, (b) any Person who is or was a member, partner, officer, director,
employee, agent or trustee of the Company or any Affiliate of the Company and
(c) any Person who is or was serving at the request of the Company or any
Affiliate of the Company as an officer, director, employee, member, partner,
agent, fiduciary or trustee of another Person; provided, that a Person shall not
be an Indemnitee by reason of providing, on a fee-for-services basis, trustee,
fiduciary or custodial services.

      "Independent Director" has the meaning given such term in Section 7.10(b).

      "Majority Interest" means greater than 50% of the Sharing Ratios.

      "Member" means any Person executing this Agreement as of the date of this
Agreement as a member of the Company or hereafter admitted to the Company as a
member as provided in this Agreement, but such term does not include any Person
who has ceased to be a member in the Company.

      "Membership Interest" means, with respect to any Member, (a) that Member's
status as a Member; (b) that Member's share of the income, gain, loss, deduction
and credits of, and the right to receive distributions from, the Company; (c)
all other rights, benefits and privileges enjoyed by that Member (under the Act,
this Agreement, or otherwise) in its capacity as a Member, including that
Member's rights to vote, consent and approve and otherwise to participate in the
management of the Company, including through the Board; and (d) all obligations,
duties and liabilities imposed on that Member (under the Act, this Agreement or
otherwise) in its capacity as a Member, including any obligations to make
Capital Contributions.

      "Notices" has the meaning given such term in Section 13.02.


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<PAGE>

      "NYSE" has the meaning given such term in Section 7.10(b).

      "Omnibus Agreement" means that Omnibus Agreement, dated as of February 9,
2001, among The Williams Companies, Inc., Williams Energy Services, LLC,
Williams Natural Gas Liquids, Inc., Williams Pipe Line Company, LLC, Williams
Information Services Corporation, the Company, the Partnership and Williams OLP,
L.P., a Delaware limited partnership, as such agreement may be amended,
supplemented or restated from time to time.

      "Original Filing Date" has the meaning given such term in the Recitals.

      "Partnership" means Williams Energy Partners L.P., a Delaware limited
partnership.

      "Partnership Agreement" means the Amended and Restated Agreement of
Limited Partnership of the Partnership, dated February 9, 2001, as amended, or
any successor agreement.

      "Person" means any individual, firm, partnership, corporation, limited
liability company, association, joint-stock company, unincorporated
organization, joint venture, trust, court, governmental agency or any political
subdivision thereof, or any other entity.

      "Profits" and "Losses" means, for each fiscal year or other period, an
amount equal to the Company's taxable income or loss for such year or period,
determined in accordance with Section 703(a) of the Code (for this purpose, all
items of income, gain, loss, or deduction required to be stated separately
pursuant to Section 703(a)(1) of the Code shall be included in taxable income or
loss), with the following adjustments:

            (i) Any income of the Company that is exempt from Federal income tax
      and not otherwise taken into account in computing Profits or Losses
      pursuant to this definition shall be added to such taxable income or loss;

            (ii) Any expenditures of the Company described in Section
      705(a)(2)(B) of the Code, and not otherwise taken into account in
      computing Profits or Losses pursuant to this definition shall be
      subtracted from such taxable income or loss;

            (iii) In the event the Gross Asset Value of any Company asset is
      adjusted pursuant to subparagraph (ii) or (iv) of the definition of Gross
      Asset Value hereof, the amount of such adjustment shall be taken into
      account as gain or loss from the disposition of such asset for purposes of
      computing Profits or Losses;

            (iv) Gain or loss resulting from any disposition of property (other
      than money) with respect to which gain or loss is recognized for Federal
      income tax purposes shall be


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      computed by reference to the Gross Asset Value of the property disposed of
      notwithstanding that the adjusted tax basis of such property differs from
      its Gross Asset Value;

            (v) In lieu of the depreciation, amortization and other cost
      recovery deductions taken into account in computing such taxable income or
      loss, there shall be taken into account Depreciation for such fiscal year
      or other period, computed in accordance with the definition of
      Depreciation hereof; and

            (vi) Notwithstanding any other provision of this definition of
      "Profits and Losses," any items which are specially allocated pursuant to
      Section 6.03(d) and Section 6.03(e) hereof shall not be taken into account
      in computing Profits or Losses.

      "Proper Officer" or "Proper Officers" means those officers authorized by
the Board to act on behalf of the Company.

      "Services Agreement" means that Operating Services Agreement, dated as of
_________________ among The Williams Companies, Inc., the Company, and various
of their Affiliates, as such agreement may be amended, supplemented or restated
from time to time.

      "Sharing Ratio" means, subject in each case to adjustments in accordance
with this Agreement or in connection with Dispositions of Membership Interests,
(a) in the case of a Member executing this Agreement as of the date of this
Agreement or a Person acquiring such Member's Membership Interest, the
percentage specified for that Member as its Sharing Ratio on Exhibit A, and (b)
in the case of Membership Interests issued pursuant to Section 3.02, the Sharing
Ratio established pursuant thereto; provided, however, that the total of all
Sharing Ratios shall always equal 100%.

      "Special Approval" means approval by a majority of the members of the
Conflicts Committee.

      "Subsidiary" means, with respect to any Person, (a) a corporation of which
more than 50% of the voting power of shares entitled (without regard to the
occurrence of any contingency) to vote in the election of directors or other
governing body of such corporation is owned, directly or indirectly, at the date
of determination, by such Person, by one or more Subsidiaries of such Person or
a combination thereof, (b) a partnership (whether general or limited) in which
such Person or a Subsidiary of such Person is, at the date of determination, a
general or limited partner of such partnership, but only if more than 50% of the
partnership interests of such partnership (considering all of the partnership
interests of the partnership as a single class) is owned, directly or
indirectly, at the date of determination, by such Person, by one or more
Subsidiaries of such Person, or a combination thereof, or (c) any other Person
(other than a corporation or a


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partnership) in which such Person, one or more Subsidiaries of such Person, or a
combination thereof, directly or indirectly, at the date of determination, has
(i) at least a majority ownership interest or (ii) the power to elect or direct
the election of a majority of the directors or other governing body of
such-Person.

      "Target Capital Account Amount" means, with respect to a Member, the
distribution the Member would receive pursuant to Section 6.02 if the amount to
be distributed to the Member equaled the product of (i) the amount described in
Section 12.02(a)(iii)(C) multiplied by (ii) the Member's Sharing Ratio.

      "Tax Matters Officer" has the meaning given such term in Section 9.03(a).

      "Term" has the meaning given such term in Section 2.06.

      "Treasury Regulations" - the regulations (including temporary regulations)
promulgated by the United States Department of the Treasury pursuant to and in
respect of provisions of the Code. All references herein to sections of the
Treasury Regulations shall include any corresponding provision or provisions of
succeeding, similar or substitute, temporary or final Treasury Regulations.

      "Williams Group" means The Williams Companies, Inc., a Delaware
corporation, and its Subsidiaries and Affiliates (other than the Company and the
Partnership and its Subsidiaries).

      "Withdraw," "Withdrawing" or "Withdrawal" - the withdrawal, resignation or
retirement of a Member from the Company as a Member. Such terms shall not
include any Dispositions of Membership Interest (which are governed by Article
IV), even though the Member making a Disposition may cease to be a Member as a
result of such Disposition.

      (b) Other terms defined herein have the meanings so given them.

      SECTION 1.02 CONSTRUCTION.

      Whenever the context requires, (a) the gender of all words used in this
Agreement includes the masculine, feminine and neuter, (b) the singular forms of
nouns, pronouns and verbs shall include the plural and vice versa, (c) all
references to Articles and Sections refer to articles and sections in this
Agreement, each of which is made a part for all purposes and (d) the term
"include" or "includes" means includes, without limitation, and "including"
means including, without limitation.


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                                  ARTICLE II.
                                  ORGANIZATION

      SECTION 2.01 FORMATION.

      WES formed the Company as a Delaware limited liability company by the
filing of the Delaware Certificate, dated as of the Original Filing Date, with
the Secretary of State of Delaware pursuant to the Act.

      SECTION 2.02 NAME.

      The name of the Company is "Williams GP LLC" and all Company business must
be conducted in that name or such other names that comply with Applicable Law as
the Board may select.

      SECTION 2.03 REGISTERED OFFICE; REGISTERED AGENT; PRINCIPAL OFFICE.

      The name of the Company's registered agent for service of process is The
Corporation Trust Company, and the address of the Company's registered office in
the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801. The
principal place of business of the Company shall be located at One Williams
Center, Tulsa, Oklahoma 74172. The Board may change the Company's registered
agent or the location of the Company's registered office or principal place of
business as the Board may from time to time determine.

      SECTION 2.04 PURPOSES.

      (a) The Company may (i) act as the general partner of the Partnership and
only undertake activities that are ancillary or related thereto and (ii) in
connection with acting in such capacity, carry on any lawful business or
activity permitted by the Act.

      (b) Subject to the limitations expressly set forth in this Agreement, the
Company shall have the power and authority to do any and all acts and things
deemed necessary or desirable by the Board to further the Company's purposes and
carry on its business, including, without limitation, the following:

            (i) acting as the general partner of the MLP;


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            (ii) entering into any kind of activity and performing contracts of
      any kind necessary or desirable for the accomplishment of its business
      (including the business of the MLP and the OLP);

            (iii) acquiring any property, real or personal, in fee or under
      lease or license, or any rights therein or appurtenant thereto, necessary
      or desirable for the accomplishment of its business;

            (iv) borrowing money and issuing evidences of indebtedness and
      securing any such indebtedness by mortgage or pledge of, or other lien on,
      the assets of the Company;

            (v) entering into any such instruments and agreements as the Board
      may deem necessary or desirable for the ownership, management, operation,
      leasing and sale of the Company's property; and

            (vi) negotiating and concluding agreements for the sale, exchange or
      other disposition of all or substantially all of the properties of the
      Company, or for the refinancing of any loan or payment obtained by the
      Company.

      The Members hereby specifically consent to and approve the execution and
delivery by the Proper Officers on behalf of the Company of all loan agreements,
notes, security agreements or other documents or instruments, if any, as
required by any lender providing funds to the Company and ancillary documents
contemplated thereby.

      SECTION 2.05 FOREIGN QUALIFICATION.

      Prior to the Company's conducting business in any jurisdiction other than
Delaware, the Proper Officers shall cause the Company to comply, to the extent
procedures are available and those matters are reasonably within the control of
such officers, with all requirements necessary to qualify the Company as a
foreign limited liability company in that jurisdiction. At the request of the
Proper Officers, the Members shall execute, acknowledge, swear to, and deliver
all certificates and other instruments conforming with this Agreement that are
necessary or appropriate to qualify, continue, and terminate the Company as a
foreign limited liability company in all such jurisdictions in which the Company
may conduct business.

      SECTION 2.06 TERM.

      The period of existence of the Company (the "Term") commenced on the
Original Filing Date and shall end at such time as a certificate of cancellation
is filed with the Secretary of State of Delaware in accordance with Section
12.04.


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      SECTION 2.07 NO STATE LAW PARTNERSHIP.

      The Members intend that the Company not be a partnership (including a
limited partnership) or joint venture, and that no Member be a partner or joint
venturer of any other Member, for any purposes other than Federal and state
income tax purposes, and this Agreement may not be construed to suggest
otherwise.

      SECTION 2.08 CERTAIN UNDERTAKINGS RELATING TO THE SEPARATENESS OF THE
COMPANY AND THE PARTNERSHIP.

            (a) SEPARATE RECORDS. The Company shall, and shall cause the
      Partnership to, maintain (i) its books and records, (ii) its accounts, and
      (iii) its financial statements, separate from those of any other Person,
      except its consolidated Subsidiaries.

            (b) SEPARATE ASSETS. The Company shall not, and shall not permit the
      Partnership to, commingle or pool its funds or other assets with those of
      any other Person, except its consolidated Subsidiaries, and shall, and
      shall cause the Partnership to, maintain its assets in a manner that is
      not costly or difficult to segregate, ascertain or otherwise identify as
      separate from those of any other Person.

            (c) SEPARATE NAME. The Company shall, and shall cause the
      Partnership to, (i) conduct its business in its own name, (ii) use
      separate stationery, invoices, and checks, (iii) correct any known
      misunderstanding regarding its separate identity, and (iv) generally hold
      itself out as a separate entity.

            (d) SEPARATE CREDIT. The Company shall not, and shall not permit the
      Partnership to, (i) pay its own  liabilities  from a source other than its
      own funds,  (ii) guarantee or become  obligated for the debts of any other
      Person,  except its  Subsidiaries  and,  in the case of the  Company,  the
      Partnership,  (iii) hold out its credit as being  available to satisfy the
      obligations of any other Person,  except its Subsidiaries and, in the case
      of  the  Company,  the  Partnership,  (iv)  acquire  obligations  or  debt
      securities of any member of the Williams  Group,  or (v) pledge its assets
      for the  benefit of any Person or make loans or  advances  to any  Person,
      except its Subsidiaries and, in the case of the Company,  the Partnership;
      provided that the Company or the Partnership may engage in any transaction
      described  in clauses  (ii)-(v) of this Section  2.08(d) if prior  Special
      Approval has been obtained for such transaction and either (A) in the case
      of  transactions  described  in  clauses  (ii) and  (iii),  the  Conflicts
      Committee has determined,  or has obtained  reasonable  written  assurance
      from a nationally  recognized  firm of  independent  public  accounts or a
      nationally  recognized  investment  banking or  valuation  firm,  that the
      borrower or recipient of the credit  extension is not then  insolvent  and
      will not be rendered  insolvent as a result of such  transaction or (B) in
      the case of transactions described in


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      clause (iv), such  transaction is completed  through a public auction or a
      nationally recognized exchange.

            (e) SEPARATE FORMALITIES. The Company shall, and shall cause the
      Partnership to, (i) observe all limited liability or partnership
      formalities, as the case may be, and other formalities required by its
      organizational documents, the laws of the jurisdiction of its formation,
      or other laws, rules, regulations and orders of governmental authorities
      exercising jurisdiction over it, (ii) engage in transactions with any
      member of the Williams Group in conformity with the requirements of
      Section 7.10(c), and (iii) subject to the terms of the Omnibus Agreement
      and the Services Agreement, promptly pay, from its own funds, and on a
      current basis, its allocable share of general and administrative expenses,
      capital expenditures, and costs for shared services performed by any
      Member of the Williams Group. Each material contract between the Company
      or the Partnership, on the one hand, and any member of the Williams Group,
      on the other hand, shall be in writing.

                                  ARTICLE III.
                                   MEMBERSHIP

      SECTION 3.01 MEMBERSHIP INTERESTS; ADDITIONAL MEMBERS.

      The Members own Membership Interests in the Company as reflected in
Exhibit A attached hereto. Persons may be admitted to the Company as Members, on
such terms and conditions as the Board determines at the time of admission. The
terms of admission or issuance must specify the Sharing Ratios applicable
thereto and may provide for the creation of different classes or groups of
Members having different rights, powers, and duties. The Board may reflect the
creation of any new class or group in an amendment to this Agreement indicating
the different rights, powers, and duties, and such an amendment shall be
approved by the Board and executed by the Proper Officers. Any such admission is
effective only after such new Member has executed and delivered to the Members
and the Company an instrument containing the notice address of the new Member,
the Member's ratification of this Agreement and agreement to be bound by it.

      SECTION 3.02 ACCESS TO INFORMATION.

      Each Member shall be entitled to receive any information that it may
request concerning the Company; provided, however, that this Section 3.02 shall
not obligate the Company to create any information that does not already exist
at the time of such request (other than to convert existing information from one
medium to another, such as providing a printout of information that is stored in
a computer database). Each Member shall also have the right, upon reasonable
notice, and at all reasonable times during usual business hours to inspect the
properties of the Company and to audit, examine and make copies of the books of
account and other records of


                                       14
<PAGE>

the Company. Such right may be exercised through any agent or employee of such
Member designated in writing by it or by an independent public accountant,
engineer, attorney or other consultant so designated. All costs and expenses
incurred in any inspection, examination or audit made on such Member's behalf
shall be borne by such Member.

      SECTION 3.03 LIABILITY.

      (a) No Member shall be liable for the debts, obligations or liabilities of
the Company.

      (b) The Company and the Members agree that the rights, duties and
obligations of the Members in their capacities as members of the Company are
only as set forth in this Agreement and as otherwise arise under the Act.
Furthermore, the Members agree that the existence of any rights of a Member, or
the exercise or forbearance from exercise of any such rights shall not create
any duties or obligations of the Member in their capacities as members of the
Company, nor shall such rights be construed to enlarge or otherwise alter in any
manner the duties and obligations of the Members.

      SECTION 3.04 WITHDRAWAL.

      A Member does not have the right or power to Withdraw.

                                  ARTICLE IV.
                       DISPOSITION OF MEMBERSHIP INTERESTS

      SECTION 4.01 GENERAL RESTRICTION.

      A Member may not Dispose of all or any portion of its Membership Interests
except in strict accordance with this Article IV. References in this Article IV
to Dispositions of a Membership Interest shall also refer to Dispositions of a
portion of a Membership Interest. Any attempted Disposition of a Membership
Interest, other than in strict accordance with this Article IV, shall be, and is
hereby declared, null and void ab initio. The Members agree that a breach of the
provisions of this Article IV may cause irreparable injury to the Company and to
the other Members for which monetary damages (or other remedy at law) are
inadequate in view of (a) the complexities and uncertainties in measuring the
actual damages that would be sustained by reason of the failure of a Member to
comply with such provision and (b) the uniqueness of the Business and the
relationship among the Members. Accordingly, the Members agree that the
provisions of this Article IV may be enforced by specific performance.

      SECTION 4.02 ADMISSION OF ASSIGNEE AS A MEMBER.


                                       15
<PAGE>

      An Assignee has the right to be admitted to the Company as a Member, with
the Membership Interests (and attendant Sharing Ratio) so transferred to such
Assignee, only if (a) the Member making the Disposition (a "Disposing Member")
has granted the Assignee either (i) all, but not less than all, of such
Disposing Member's Membership Interests or (ii) the express right to be so
admitted; and (b) such Disposition is effected in strict compliance with this
Article IV.

      SECTION 4.03 REQUIREMENTS APPLICABLE TO ALL DISPOSITIONS AND ADMISSIONS.

      Any Disposition of Membership Interests and any admission of an Assignee
as a Member shall also be subject to the following requirements, and such
Disposition (and admission, if applicable) shall not be effective unless such
requirements are complied with; provided, however, that the Board, in its sole
and absolute discretion, may waive any of the following requirements:

      (a) Disposition Documents. The following documents must be delivered to
the Board and must be satisfactory, in form and substance, to the Board:

            (i) Disposition Instrument. A copy of the instrument pursuant to
      which the Disposition is effected.

            (ii) Ratification of this Agreement. With respect to any
      Disposition, an instrument, executed by the Disposing Member and its
      Assignee, containing the following information and agreements, to the
      extent they are not contained in the instrument described in Section
      4.03(a)(i): (A) the notice address of the Assignee; (B) the Sharing Ratios
      after the Disposition of the Disposing Member and its Assignee (which
      together must total the Sharing Ratio of the Disposing Member before the
      Disposition); (C) the Assignee's ratification of this Agreement and
      agreement to be bound by it; and (D) representations and warranties by the
      Disposing Member and its Assignee (1) that the Disposition and admission
      is being made in accordance with Applicable Laws, and (2) that the matters
      set forth in Section 4.03(a)(i) and this Section 4.03(a)(ii) are true and
      correct.

            (iii) Opinions. With respect to any Disposition, such opinions of
      counsel regarding tax and securities law matters as the board, in its sole
      discretion, may require.

      (b) Payment of Expenses. The Disposing Member and its Assignee shall pay,
or reimburse the Company for, all reasonable costs and expenses incurred by the
Company in connection with the Disposition and admission of the Assignee as a
Member, including the legal fees incurred in connection with the legal opinions
referred to in Section 4.03(a)(iii).


                                       16
<PAGE>

      (c) No Release. No Disposition of Membership Interest shall effect a
release of the Disposing Member from any liabilities to the Company or the other
Members arising from events occurring prior to the Disposition.

                                   ARTICLE V.
                              CAPITAL CONTRIBUTIONS

      SECTION 5.01 INITIAL CAPITAL CONTRIBUTIONS.

      At the time of the formation of the Company or contemporaneously with the
adoption by the Members of this Agreement, as appropriate, each Member shall be
deemed to have made Capital Contributions as set forth next to the Member's name
on Exhibit A.

      SECTION 5.02 LOANS.

      If the Company does not have sufficient cash to pay its obligations, any
Member(s) that may agree to do so with the consent of the Board may advance all
or part of the needed funds to or on behalf of the Company. An advance described
in this Section 5.02 constitutes a loan from the Member to the Company, bears
interest at a rate determined by the Board from the date of the advance until
the date of payment, and is not a Capital Contribution.

      SECTION 5.03 RETURN OF CONTRIBUTIONS.

      Except as expressly provided herein, no Member is entitled to the return
of any part of its Capital Contributions or to be paid interest in respect of
either its Capital Account or its Capital Contributions. An unrepaid Capital
Contribution is not a liability of the Company or of any Member. A Member is not
required to contribute or to lend any cash or property to the Company to enable
the Company to return any Member's Capital Contributions.

      SECTION 5.04 CAPITAL ACCOUNTS.

      An individual Capital Account shall be established and maintained for each
Member. A Member that has more than one class or series of Membership Interest
shall have a single Capital Account that reflects all such class, classes or
series of Membership Interests, regardless of the classes or series of
Membership Interests owned by such Member and regardless of the time or manner
in which such Membership Interests were acquired. Upon the Disposition of all or
a portion of a Membership Interest, the Capital Account of the Disposing Member
that is attributable to such Membership Interest shall carry over to the
Assignee in accordance with the provisions of Treasury Regulation Section
1.704-1(b)(2)(iv)(l).


                                       17
<PAGE>

                                  ARTICLE VI.
                          DISTRIBUTIONS AND ALLOCATIONS

      SECTION 6.01 DISTRIBUTIONS.

      Except as otherwise provided in Section 6.02 and Section 6.05,
distributions to the Members shall be made only to all Members simultaneously in
proportion to their respective Sharing Ratios (at the time the amounts of such
distributions are determined) and in such aggregate amounts and at such times as
shall be determined by the Board; provided, however, any loans from Members
pursuant to Section 5.02 shall be repaid prior to any distributions to Members
pursuant to this Section 6.01.

      SECTION 6.02 DISTRIBUTIONS ON DISSOLUTION AND WINDING UP.

      Upon the dissolution and winding up of the Company, after adjusting the
Capital Accounts for all distributions made under Section 6.01 and all
allocations under Article VI, all available proceeds distributable to the
Members as determined under Section 12.02 shall be distributed to all of the
Members in amounts equal to the Members' positive Capital Account balances.

      SECTION 6.03 ALLOCATIONS.

      Subject to the allocation rules of Section 6.03(c), (d) and (e) hereof,
Profits and Losses of the Company for any fiscal year shall be allocated as
follows:

      (a) Profits for any fiscal year shall be allocated in the following order
of priority:

            (i) First, to all Members, in proportion to the deficit balances (if
      any) in their Capital Accounts, in an amount necessary to eliminate any
      deficits in the Members' Capital Accounts and restore such Capital
      Accounts balances to zero;

            (ii) Second, to the Members until each Member has been allocated an
      amount equal to the amount distributed to such Member pursuant to Section
      6.01 in the current and in all previous fiscal years in excess of amounts
      previously allocated to such Members pursuant to this Section 6.03(a)(ii);

            (iii) Third, to the Members, to the greatest extent possible, an
      amount required to cause the positive Capital Account balances of each of
      the Members to be in the same proportion as the Member's respective
      Sharing Ratios; and


                                       18
<PAGE>

            (iv) Thereafter, to the Members in proportion their respective
      Sharing Ratios.

      (b) Losses for any fiscal year shall be allocated in the following order
of priority:

            (i) First, to the Members, to the greatest extent possible, an
      amount required to cause the positive Capital Account balances of each of
      the Members to be in the same proportion as the Member's respective
      Sharing Ratios

            (ii) Next, to the Members in proportion to their respective Sharing
      Ratios until the Capital Account balances of such Members have been
      reduced to zero;

            (iii) Next, to any Member that has a positive Capital Account
      balance until the Capital Account balances of all of the Members have been
      reduced to zero; and

            (iv) Thereafter, to the Members in proportion to their respective
      Sharing Ratios.

      (c) Notwithstanding the allocation provisions of Section 6.03(a) and (b),
if the allocation of Profits or Losses to a Member pursuant to Sections 6.03(a)
and (b) in the current fiscal year would cause a Member to have a positive
Capital Account balance that is greater than or less than the amount that has
been distributed to such Member in the current fiscal year pursuant to Section
6.01, then the allocations of Profits and Losses in the current fiscal year
shall be adjusted, to the greatest extent possible, to cause the positive
Capital Account balances of each Member to equal the amount of distributions
made to such Member in the current fiscal year. In addition, in the event of the
dissolution of the Company pursuant to Section 12.01 hereof, if the allocation
of Profits or Losses to a Member pursuant to Sections 6.03(a) and (b) would
cause a Member to have a Capital Account balance in an amount that is greater
than or less than the Member's Target Capital Account Amount, then the
allocations of Profits and Losses shall be adjusted, to the greatest extent
possible, to cause the positive Capital Account balances of each Member to equal
such an amount.

      (d) The following special allocations shall be made in the following
order:

            (i) Qualified Income Offset. In the event any Member unexpectedly
      receives any adjustments, allocations, or distributions described in
      Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4),
      1.704-1(b)(2)(ii)(d)(5), or 1.704-1(b)(2)(ii)(d)(6), items of Company
      income and gain shall be specially allocated to each such Member in an
      amount and manner sufficient to restore, to the extent required by the
      Treasury Regulations, the Member's Adjusted Capital Account Deficit of
      such Member as quickly as possible, provided that an allocation pursuant
      to this Section 6.03(d)(i) shall be made only if and to the extent that
      such Member would have an Adjusted Capital Account


                                       19
<PAGE>

      Deficit after all other allocations provided for in this Article VI have
      been tentatively made as if this Section 6.03(d)(i) was not in the
      Agreement.

            (ii) Gross Income Allocation. In the event any Member has a deficit
      Capital Account at the end of any Company fiscal year which is in excess
      of the sum of (x) the amount such Member is obligated to restore pursuant
      to any provision of this Agreement and (y) the amount such Member is
      deemed to be obligated to restore pursuant to the penultimate sentence of
      Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such
      Member shall be specially allocated items of Company income and gain in
      the amount of such excess as quickly as possible, provided that an
      allocation pursuant to this Section 6.03(d)(ii) shall be made only if and
      to the extent that such Member would have a deficit Capital Account
      balance in excess of such sum after all other allocations provided for in
      this Article VI have been made as if Section 6.03(d)(i) hereof and this
      Section 6.03(d)(ii) were not in the Agreement.

            (iii) Section 754 Adjustments. To the extent an adjustment of the
      adjusted tax basis of any Company asset pursuant to Section 734(b) of the
      Code or Section 743(b) of the Code is required, pursuant to Treasury
      Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in
      determining Capital Accounts, the amount of such adjustment to the Capital
      Accounts shall be treated as an item of gain (if the adjustment increases
      the basis of the asset) or loss (if the adjustment decreases such basis)
      and such gain or loss shall be specially allocated to the Members in a
      manner consistent with the manner in which their Capital Accounts are
      required to be adjusted pursuant to such section of the Treasury
      Regulations.

      (e) In accordance with Section 704(c) of the Code and the Treasury
Regulations thereunder, income, gain, loss, and deduction with respect to any
property contributed to the capital of the Company shall, solely for tax
purposes, be allocated among the Members to take account of any variation
between the adjusted basis of such property to the Company for federal income
tax purposes and its initial Gross Asset Value (computed in accordance with the
definition of same under this Agreement). In the event the Gross Asset Value of
any Company asset is adjusted pursuant to subparagraph (ii) of the definition of
Gross Asset Value hereof, subsequent allocations of income, gain, loss, and
deduction with respect to such asset shall take account of any variation between
the adjusted basis of such asset for federal income tax purposes and its Gross
Asset Value in the same manner as under Section 704(c) of the Code and the
Treasury Regulations thereunder. Any elections or other decisions relating to
such allocations shall be made by the Tax Matters Officer in any manner that
reasonably reflects the purpose and intention of this Agreement, provided that,
the Company shall use the remedial allocation method set forth in Treasury
Regulation Section 1.704-3(d). Allocations pursuant to this Section 6.03(e) are
solely for purposes of federal, state, and local taxes and shall not affect, or
in any way be taken into account in computing, any Member's Capital Account or
share of Profits, Losses, other items, or distributions pursuant to any
provision of this Agreement.

      SECTION 6.04 VARYING INTERESTS.


                                       20
<PAGE>

      All items of income, gain, loss, deduction or credit shall be allocated,
and all distributions shall be made, to the Persons shown on the records of the
Company to have been Members as of the last calendar day of the period for which
the allocation or distribution is to be made. Notwithstanding the foregoing, if
during any taxable year there is a change in any Member's Sharing Ratio, the
Members agree that their allocable shares of such items for the taxable year
shall be determined on any method determined by the Board to be permissible
under Code Section 706 and the related Treasury Regulations to take account of
the Members' varying Sharing Ratios.

      SECTION 6.05 TAX DISTRIBUTIONS.

            To the extent the Board, in good faith, determines the Company has
sufficient funds, the Company shall make distributions on quarterly basis after
the end of each fiscal quarter of the Company, beginning with the second quarter
for the fiscal year ending December 31, 2000, to each Member in an amount equal
to (i) the total amount of taxable income allocated to such Member for such
fiscal year which exceeds the aggregate allocation of Losses pursuant to
Sections 6.03(b) and (c) for the succeeding fiscal years multiplied by (ii) a
tax rate reasonably selected by the Board; provided, however, that subsequent
distributions to the Members made during such fiscal year and subsequent fiscal
years shall be adjusted as necessary to ensure that, over the entire term of the
Company, the aggregate cash distributed to a Member shall be equal to the amount
to which such Member would have been entitled had there been no distributions
made pursuant to this Section 6.05.

      SECTION 6.06 WITHHELD TAXES.

      All amounts withheld pursuant to the Code or any provision of any state or
local tax law with respect to any payment, distribution or allocation to the
Company or the Members shall be treated as amounts distributed to the Members
pursuant to this Article VI for all purposes of this Agreement. The Board is
authorized to withhold from distributions, or with respect to allocations, to
the Members and to pay over to any federal, state or local government any
amounts required to be so withheld pursuant to the Code or any provision of any
other federal, state or local law and shall allocate such amounts to those
Members with respect to which such amounts were withheld.

      SECTION 6.07 LIMITATIONS ON DISTRIBUTIONS.

      Notwithstanding any provision to the contrary contained in this Agreement,
the Company shall not make a distribution to any Member on account of its
interest in the Company if such distribution would violate Section 18-607 of the
Act or other applicable law.


                                       21
<PAGE>

                                  ARTICLE VII.
                                   MANAGEMENT

      SECTION 7.01 MANAGEMENT BY BOARD OF DIRECTORS AND EXECUTIVE OFFICERS.

      The business and affairs of the Company shall be fully vested in, and
managed by, a Board of Directors (the "Board"), subject to the executive
officers elected pursuant to Article VIII hereof. The Directors and executive
officers shall collectively constitute "managers" of the Company within the
meaning of the Act. Except as otherwise specifically provided in this Agreement,
the authority and functions of the Board, on the one hand, and the executive
officers, on the other hand, shall be identical to the authority and functions
of the board of directors and officers, respectively, of a corporation organized
under the General Corporate Law of the State of Delaware. The executive officers
shall be vested with such powers and duties as are set forth in Article VIII
hereof and as are specified by the Board. Accordingly, except as otherwise
specifically provided in this Agreement, the business and affairs of the Company
shall be managed under the direction of the Board, and the day-to-day activities
of the Company shall be conducted on the Company's behalf by the executive
officers who shall be agents of the Company.

      In addition to the powers and authorities expressly conferred on the Board
by this Agreement, the Board may exercise all such powers of the Company and do
all such acts and things as are not restricted by the Act or Applicable Law.

      SECTION 7.02 NUMBER; QUALIFICATION; TENURE.

      The number of directors constituting the Board shall be seven (each a
"Director" and collectively, the "Directors"), unless otherwise fixed from time
to time pursuant to a resolution adopted by a majority of the Directors. A
Director need not be a Member. The Directors shall be elected or approved by the
Members at an annual meeting of the Members and shall serve as Directors of the
Company until their death or removal from office or until their successors are
elected and qualified.

      The initial Directors of the Company shall be Keith E. Bailey, Steven J.
Malcolm, Philip D. Wright, and Don R. Wellendorf. The Members will appoint three
additional Directors within 90 days of the date of this Agreement.

      SECTION 7.03 REGULAR MEETINGS.

      The Board shall meet at least quarterly, and a regular meeting of the
Board shall be held without notice other than this Section 7.03 immediately
after, and at the same place as, the


                                       22
<PAGE>

annual meeting of Members. The Board may, by resolution, provide the time and
place for the holding of additional regular meetings without other notice than
such resolution.

      SECTION 7.04 SPECIAL MEETINGS.

      A special meeting of the Board may be called at any time at the request of
(a) the Chairman of the Board or (b) any four Directors.

      SECTION 7.05 NOTICE.

      Written notice of all regular meetings of the Board must be given to all
Directors at least 10 Days prior to the regular meeting of the Board and two
Business Days prior to any special meeting of the Board. All notices and other
communications to be given to Directors shall be sufficiently given for all
purposes hereunder if in writing and delivered by hand, courier or overnight
delivery service or three days after being mailed by certified or registered
mail, return receipt requested, with appropriate postage prepaid, or when
received in the form of a telegram or facsimile, and shall be directed to the
address or facsimile number as such Director shall designate by notice to the
Company. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board need be specified in the notice of such
meeting, except for amendments to this Agreement, as provided herein. A meeting
may be held at any time without notice if all the Directors are present or if
those not present waive notice of the meeting either before or after such
meeting.

      SECTION 7.06 ACTION BY CONSENT OF BOARD.

      Except as otherwise required by Applicable Law, all decisions of the Board
shall require the affirmative vote of a majority of the Directors present at a
meeting at which a quorum, as described in Section 7.08, is present. To the
extent permitted by Applicable Law, the Board may act without a meeting so long
as all Directors shall have executed a written consent with respect to any Board
action taken in lieu of a meeting.

      SECTION 7.07 CONFERENCE TELEPHONE MEETINGS.

      Directors or members of any committee of the Board may participate in a
meeting of the Board or such committee by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at such meeting.


                                       23
<PAGE>

      SECTION 7.08 QUORUM.

      A majority of Directors, present in person or participating in accordance
with Section 7.07, shall constitute a quorum for the transaction of business,
but if at any meeting of the Board there shall be less than a quorum present, a
majority of the Directors present may adjourn the meeting from time to time
without further notice. Any act of the majority of the Directors present at a
meeting at which a quorum is present shall be the act of the Board. The
Directors present at a duly organized meeting may continue to transact business
until adjournment, notwithstanding the withdrawal of enough Directors to leave
less than a quorum.

      SECTION 7.09 VACANCIES; INCREASES IN THE NUMBER OF DIRECTORS.

      Unless otherwise provided in this Agreement, vacancies and newly created
directorships resulting from any increase in the authorized number of Directors
may be filled by a majority of the Directors then in office, although less than
a quorum, or a sole remaining Director; and any Director so chosen shall hold
office until the next annual election and until his successor shall be duly
elected and shall qualify, unless sooner displaced.

      SECTION 7.10 COMMITTEES.

      (a) The Board may establish committees of the Board and may delegate
certain of its responsibilities to such committees.

      (b) The Board shall have an audit committee comprised of three Directors,
all of whom shall be Independent Directors. Such audit committee shall establish
a written audit committee charter in accordance with the rules of the New York
Stock Exchange, Inc. (the "NYSE"), as amended from time to time. "Independent
Director" shall mean Directors meeting the independence and experience
requirements as set forth most recently by the NYSE.

      (c) The Board shall have a conflicts committee comprised of three or more
Directors, all of whom shall be Independent Directors (the "Conflicts
Committee"). Any matter approved by the Conflicts Committee in the manner
provided for in the Partnership Agreement shall be conclusively deemed to be
fair and reasonable to the Partnership, and not a breach by the Company of any
fiduciary or other duties owed to the Partnership by the Company.

            (i) Special Approval of the Conflicts Committee shall be required
      for the acquisition of any assets or business (including any equity
      interest in an entity) by the Partnership or any of its subsidiaries from
      the Company or any member of the Williams Group if the purchase price of
      such assets or business will exceed 5% of the gross (undepreciated) book
      value of property, plant and equipment as reflected on the


                                       24
<PAGE>

      Partnership's consolidated balance sheet as of the end of the calendar
      three-month or annual period next preceding the date of any such
      acquisition.

            (ii) Special Approval of the Conflicts Committee shall be required
      for any action to cause the Company to (1) make or consent to a general
      assignment for the benefit of the Company's creditors; (2) file or consent
      to the filing of any bankruptcy, insolvency or reorganization petition for
      relief under the United States Bankruptcy Code naming the Company as
      debtor or otherwise institute bankruptcy or insolvency proceedings by or
      against the Company or otherwise seek, with respect to the Company, relief
      from debts or protection from creditors generally; (3) file or consent to
      the filing of a petition or answer seeking for the Company a liquidation,
      dissolution, arrangement or similar relief under any law; (4) file an
      answer or other pleading admitting or failing to contest the material
      allegations of a petition filed against the Company in a proceeding of the
      type described in clauses (1) - (3) of this Section 7.10(d); (5) seek,
      consent to or acquiesce in the appointment of a receiver, liquidator,
      conservator, assignee, trustee, sequestrator, custodian or any similar
      official for the Company or for all or any substantial portion of its
      properties; or (6) dissolve, liquidate, consolidate, merge, or sell all or
      substantially all of its assets. In acting or otherwise voting on the
      matters referred to in this Section 4.1(m), to the fullest extent
      permitted by law, including Section 18-1101(c) of the Act, as amended from
      time to time, the Directors constituting the Conflicts Committee shall
      consider only the interest of the General Partner including its respective
      creditors.

      (d) Special Approval of the Conflicts Committee shall be required for any
amendment to Section 7.10(c), or this subsection (d), to the definition of
"Independent Director" in Section 7.10(b), and to Section 2.08.

      (e) The Board shall have a compensation committee comprised of the
Directors serving on the Conflicts Committee (the "Compensation Committee"). The
Compensation Committee shall be charged with setting compensation for officers
of the Company and the Partnership, as well as administering any Incentive Plans
put in place by the Company.

      (f) A majority of any committee may determine its action and fix the time
and place of its meetings unless the Board shall otherwise provide. Notice of
such meetings shall be given to each member of the committee in the manner
provided for in Section 7.05. The Board shall have power at any time to fill
vacancies in, to change the membership of, or to dissolve any such committee.
Nothing herein shall be deemed to prevent the Board from appointing one or more
committees consisting in whole or in part of persons who are not Directors;
provided, however, that no such committee shall have or may exercise any
authority of the Board.

      SECTION 7.11 REMOVAL.


                                       25
<PAGE>

      Any Director or the entire Board may be removed, with or without cause, by
the holders of a Majority Interest then entitled to vote at an election of
Directors.

                                 ARTICLE VIII.
                                    OFFICERS

      SECTION 8.01 ELECTED OFFICERS.

      The executive officers of the Company shall serve at the pleasure of, the
Board. Such officers shall have the authority and duties delegated to each of
them, respectively, by the Board from time to time. The elected officers of the
Company shall be a Chairman of the Board, a President, a Secretary, a Treasurer,
and such other officers (including, without limitation, Executive Vice
Presidents, Senior Vice Presidents and Vice Presidents) as the Board from time
to time may deem proper. The Chairman of the Board shall be chosen from among
the Directors. All officers elected by the Board shall each have such powers and
duties as generally pertain to their respective offices, subject to the specific
provisions of this Article VIII. The Board or any committee thereof may from
time to time elect, such other officers (including one or more Vice Presidents,
Controllers, Assistant Secretaries and Assistant Treasurers), as may be
necessary or desirable for the conduct of the business of the Company. Such
other officers and agents shall have such duties and shall hold their offices
for such terms as shall be provided in this Agreement or as may be prescribed by
the Board or such committee, as the case may be.

      SECTION 8.02 ELECTION AND TERM OF OFFICE.

      The names and titles of the initial officers of the Company are set forth
on Exhibit B hereto. Thereafter, the officers of the Company shall be elected
annually by the Board at the regular meeting of the Board held after the annual
meeting of the Members. If the election of officers shall not be held at such
meeting, such election shall be held as soon thereafter as convenient. Each
officer shall hold office until such person's successor shall have been duly
elected and shall have qualified or until such person's death or until he shall
resign or be removed pursuant to Section 8.08.

      SECTION 8.03 CHAIRMAN OF THE BOARD; CHIEF EXECUTIVE OFFICER.

      The Chairman of the Board shall preside at all meetings of the Members and
of the Board and shall be the Chief Executive Officer of the Company. The
Chairman of the Board shall be responsible for the general management of the
affairs of the Company and shall perform all duties incidental to such person's
office which may be required by law and all such other duties as are properly
required of him by the Board. He shall make reports to the Board and the Members
and shall see that all orders and resolutions of the Board and of any committee
thereof


                                       26
<PAGE>

are carried into effect. The Directors also may elect a Vice-Chairman to act in
the place of the Chairman upon his or her absence or inability to act.

      SECTION 8.04 PRESIDENT; CHIEF OPERATING OFFICER.

      The President shall act as the Chief Operating Officer of the Company and
shall assist the Chairman of the Board in the administration and operation of
the Company's business and general supervision of its policies and affairs. The
President, if he is also a director, shall, in the absence of or because of the
inability to act of the Chairman of the Board, perform all duties of the
Chairman of the Board and preside at all meetings of Members and of the Board.

      SECTION 8.05 VICE PRESIDENTS.

      Each Executive Vice President and Senior Vice President and any Vice
President shall have such powers and shall perform such duties as shall be
assigned to him by the Board.

      SECTION 8.06 TREASURER.

      (a) The Treasurer shall exercise general supervision over the receipt,
custody and disbursement of corporate funds. The Treasurer shall cause the funds
of the Company to be deposited in such banks as may be authorized by the Board,
or in such banks as may be designated as depositories in the manner provided by
resolution of the Board. The Treasurer shall, in general, perform all duties
incident to the office of the Treasurer and shall have such further powers and
duties and shall be subject to such directions as may be granted or imposed from
time to time by the Board.

      (b) Assistant Treasurers shall have such of the authority and perform such
of the duties of the Treasurer as may be provided in this Agreement or assigned
to them by the Board or the Treasurer. Assistant Treasurers shall assist the
Treasurer in the performance of the duties assigned to the Treasurer, and in
assisting the Treasurer, each Assistant Treasurer shall for such purpose have
the powers of the Treasurer. During the Treasurer's absence or inability, the
Secretary's authority and duties shall be possessed by such Assistant Treasurer
or Assistant Treasurers as the Board may designate.


                                       27
<PAGE>

      SECTION 8.07 SECRETARY.

      (a) The Secretary shall keep or cause to be kept, in one or more books
provided for that purpose, the minutes of all meetings of the Board, the
committees of the Board and the Members. The Secretary shall see that all
notices are duly given in accordance with the provisions of this Agreement and
as required by law; shall be custodian of the records and the seal of the
Company and affix and attest the seal to all documents to be executed on behalf
of the Company under its seal; and shall see that the books, reports,
statements, certificates and other documents and records required by law to be
kept and filed are properly kept and filed; and in general, shall perform all
the duties incident to the office of Secretary and such other duties as from
time to time may be assigned to the Secretary by the Board.

      (b) Assistant Secretaries shall have such of the authority and perform
such of the duties of the Secretary as may be provided in this Agreement or
assigned to them by the Board or the Secretary. Assistant Secretaries shall
assist the Secretary in the performance of the duties assigned to the Secretary,
and in assisting the Secretary, each Assistant Secretary shall for such purpose
have the powers of the Secretary. During the Secretary's absence or inability,
the Secretary's authority and duties shall be possessed by such Assistant
Secretary or Assistant Secretaries as the Board may designate.

      SECTION 8.08 REMOVAL.

      Any officer elected, or agent appointed, by the Board may be removed by
the affirmative vote of a majority of the Board whenever, in their judgment, the
best interests of the Company would be served thereby. No elected officer shall
have any contractual rights against the Company for compensation by virtue of
such election beyond the date of the election of such person's successor, such
person's death, such person's resignation or such person's removal, whichever
event shall first occur, except as otherwise provided in an employment contract
or under an employee deferred compensation plan.

      SECTION 8.09 VACANCIES.

      A newly created elected office and a vacancy in any elected office because
of death, resignation or removal may be filled by the Board for the unexpired
portion of the term at any meeting of the Board.

                                  ARTICLE IX.
                          INDEMNIFICATION OF DIRECTORS,
                         OFFICERS, EMPLOYEES AND AGENTS

      SECTION 9.01 INDEMNIFICATION.


                                       28
<PAGE>

      (a) To the fullest extent permitted by law but subject to the limitations
expressly provided in this Agreement, all Indemnitees shall be indemnified and
held harmless by the Company from and against any and all losses, claims,
damages, liabilities, joint or several, expenses (including legal fees and
expenses), judgments, fines, penalties, interest, settlements or other amounts
arising from any and all claims, demands, actions, suits or proceedings, whether
civil, criminal, administrative or investigative, in which any Indemnitee may be
involved, or is threatened to be involved, as a party or otherwise, by reason of
its status as an Indemnitee; provided, that in each case the Indemnitee acted in
good faith and in a manner that such Indemnitee reasonably believed to be in, or
not opposed to, the best interests of the Company and, with respect to any
criminal proceeding, had no reasonable cause to believe its conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere, or its equivalent,
shall not create a presumption that the Indemnitee acted in a manner contrary to
that specified above. Any indemnification pursuant to this Section 9.01 shall be
made only out of the assets of the Company.

      (b) To the fullest extent permitted by law, expenses (including legal fees
and expenses) incurred by an Indemnitee who is indemnified pursuant to Section
9.01(a) in defending any claim, demand, action; suit or proceeding shall, from
time to time, be advanced by the Company prior to the final disposition of such
claim, demand, action, suit or proceeding upon receipt by the Company of any
undertaking by or on behalf of the Indemnitee to repay such amount if it shall
be determined that the Indemnitee is not entitled to be indemnified as
authorized in this Section 9.01.

      (c) The indemnification provided by this Section 9.01 shall be in addition
to any other rights to which an Indemnitee may be entitled under any agreement,
as a matter of law or otherwise, both as to actions in the Indemnitee's capacity
as an Indemnitee and as to actions in any other capacity, and shall continue as
to an Indemnitee who has ceased to serve in such capacity and shall inure to the
benefit of the heirs, successors, assigns and administrators of the Indemnitee.

      (d) The Company may purchase and maintain insurance on behalf of the
Company, its Affiliates and such other Persons as the Company shall determine,
against any liability that may be asserted against or expense that may be
incurred by such Person in connection with the Company's activities or such
Person's activities on behalf of the Company, regardless of whether the Company
would have the power to indemnify such Person against such liability under the
provisions of this Agreement.

      (e) For purposes of this Section 9.01, the Company shall be deemed to have
requested an Indemnitee to serve as fiduciary of an employee benefit plan
whenever the performance by it of its duties to the Company also imposes duties
on, or otherwise involves services by, it to the plan or participants or
beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect
to an employee benefit plan pursuant to applicable law shall constitute "fines"
within the meaning of Section 9.01(a); and action taken or omitted by the
Indemnitee with respect to any employee benefit plan in the performance of its
duties for a purpose


                                       29
<PAGE>

reasonably believed by it to be in the interest of the participants and
beneficiaries of the plan shall be deemed to be for a purpose which is in, or
not opposed to, the best interests of the Company.

      (f) An Indemnitee shall not be denied indemnification in whole or in part
under this Section 9.01 because the Indemnitee had an interest in the
transaction with respect to which the indemnification applies if the transaction
was otherwise permitted by the terms of this Agreement.

      (g) The provisions of this Section 9.01 are for the benefit of the
Indemnitees, their heirs, successors, assigns and administrators and shall not
be deemed to create any rights for the benefit of any other Persons.

      (h) No amendment, modification or repeal of this Section 9.01 or any
provision hereof shall in any manner terminate, reduce or impair the right of
any past, present or future Indemnitee to be indemnified by the Company, nor the
obligations of the Company to indemnify any such Indemnitee under and in
accordance with the provisions of this Section 9.01 as in effect immediately
prior to such amendment, modification or repeal with respect to claims arising
from or relating to matters occurring, in whole or in part, prior to such
amendment, modification or repeal, regardless of when such claims may arise or
be asserted.

      SECTION 9.02 LIABILITY OF INDEMNITEES.

      (a) Notwithstanding anything to the contrary set forth in this Agreement,
no Indemnitee shall be liable for monetary damages to the Company or any other
Persons who have acquired membership interests in the Company, for losses
sustained or liabilities incurred as a result of any act or omission if such
Indemnitee acted in good faith.

      (b) To the extent that, at law or in equity, an Indemnitee has duties
(including fiduciary duties) and liabilities relating thereto to the Company,
such Indemnitee acting in connection with the Company's business or affairs
shall not be liable to the Company or to any Member for its good faith reliance
on the provisions of this Agreement. The provisions of this Agreement, to the
extent that they restrict or otherwise modify the duties and liabilities of an
Indemnitee otherwise existing at law or in equity, are agreed by the Members to
replace such other duties and liabilities of such Indemnitee.

      (c) Any amendment, modification or repeal of this Section 9.02 or any
provision hereof shall be prospective only and shall not in any way affect the
limitations on the liability to the Company, and the Company's directors,
officers and employees under this Section 9.02 as in effect immediately prior to
such amendment, modification or repeal with respect to claims


                                       30
<PAGE>

arising from or relating to matters occurring, in whole or in part, prior to
such amendment, modification or repeal, regardless of when such claims may arise
or be asserted.

                                   ARTICLE X.
                                      TAXES

      SECTION 10.01 TAX RETURNS.

      The Tax Matters Officer (as defined below) of the Company shall prepare
and timely file (on behalf of the Company) all federal, state and local tax
returns required to be filed by the Company. Each Member shall furnish to the
Company all pertinent information in its possession relating to the Company's
operations that is necessary to enable the Company's tax returns to be timely
prepared and filed. The Company shall bear the costs of the preparation and
filing of its returns.

      SECTION 10.02 TAX ELECTIONS.

      (a) The Company shall make the following elections on the appropriate tax
returns:

            (i) to adopt as the Company's fiscal year the calendar year;

            (ii) to adopt the accrual method of accounting;

            (iii) if a distribution of the Company's property as described in
      Section 734 of the Code occurs or upon a transfer of Membership Interest
      as described in Section 743 of the Code occurs, on request by notice from
      any Member, to elect, pursuant to Section 754 of the Code, to adjust the
      basis of the Company's properties;

            (iv) to elect to amortize the organizational expenses of the Company
      ratably over a period of 60 months as permitted by Section 709(b) of the
      Code; and

            (v) any other election the Board may deem appropriate.

      (b) Neither the Company nor any Member shall make an election for the
Company to be excluded from the application of the provisions of subchapter K of
chapter 1 of subtitle A of the Code or any similar provisions of applicable
state law and no provision of this Agreement (including Section 2.07) shall be
construed to sanction or approve such an election.


                                       31
<PAGE>

      SECTION 10.03 TAX MATTERS OFFICER.

      (a) The Board shall select the President or the Chief Financial Officer
(or, if there are no officers serving under such titles, such other officer in a
comparable position), of the Company to act as the "tax matters partner" of the
Company pursuant to Section 6231(a)(7) of the Code (the "Tax Matters Officer").
The Tax Matters Officer shall take such action as may be necessary to cause to
the extent possible each Member to become a "notice partner" within the meaning
of Section 6223 of the Code. The Tax Matters Officer shall inform each Member of
all significant matters that may come to its attention in its capacity as Tax
Matters Officer by giving notice thereof on or before the fifth Business Day
after becoming aware thereof and, within that time, shall forward to each Member
copies of all significant written communications it may receive in that
capacity.

      (b) The Tax Matters Officer shall take no action without the authorization
of the Board, other than such action as may be required by Applicable Law. Any
cost or expense incurred by the Tax Matters Officer in connection with its
duties, including the preparation for or pursuance of administrative or judicial
proceedings, shall be paid by the Company.

      (c) The Tax Matters Officer shall not enter into any extension of the
period of limitations for making assessments on behalf of the Members without
first obtaining the consent of the Board. The Tax Matters Officer shall not bind
any Member to a settlement agreement without obtaining the consent of such
Member. Any Member that enters into a settlement agreement with respect to any
Company item (as described in Section 6231(a)(3) of the Code) shall notify the
other Members of such settlement agreement and its terms within 90 Days from the
date of the settlement.

      (d) No Member shall file a request pursuant to Section 6227 of the Code
for an administrative adjustment of Company items for any taxable year without
first notifying the other Members. If the Board consents to the requested
adjustment, the Tax Matters Officer shall file the request for the
administrative adjustment on behalf of the Members. If such consent is not
obtained within 30 Days from such notice, or within the period required to
timely file the request for administrative adjustment, if shorter, any Member
may file a request for administrative adjustment on its own behalf. Any Member
intending to file a petition under Sections 6226, 6228 or other Section of the
Code with respect to any item involving the Company shall notify the other
Members of such intention and the nature of the contemplated proceeding. In the
case where the Tax Matters Officer is intending to file such petition on behalf
of the Company, such notice shall be given within a reasonable period of time to
allow the Members to participate in the choosing of the forum in which such
petition will be filed.

      (e) If any Member intends to file a notice of inconsistent treatment under
Section 6222(b) of the Code, such Member shall give reasonable notice under the
circumstances to the other Members of such intent and the manner in which the
Member's intended treatment of an item is (or may be) inconsistent with the
treatment of that item by the other Members.


                                       32
<PAGE>

                                  ARTICLE XI.
                   BOOKS, RECORDS, REPORTS, AND BANK ACCOUNTS

      SECTION 11.01 MAINTENANCE OF BOOKS.

      (a) The Board shall cause to be kept a record containing the minutes of
the proceedings of the meetings of the Board and of the Members, appropriate
registers and such books of records and accounts as may be necessary for the
proper conduct of the business of the Company.

      (b) The books of account of the Company shall be (i) maintained on the
basis of a fiscal year that is the calendar year, (ii) maintained on an accrual
basis in accordance with GAAP, consistently applied and (iii) audited by the
Certified Public Accountants at the end of each calendar year.

      SECTION 11.02 REPORTS.

      With respect to each calendar year, the Board shall prepare, or cause to
be prepared, and deliver, or cause to be delivered, to each Member:

      (a) Within 120 Days after the end of such calendar year, a profit and loss
statement and a statement of cash flows for such year, a balance sheet and a
statement of each Member's Capital Account as of the end of such year, together
with a report thereon of the Certified Public Accountants; and

      (b) Such federal, state and local income tax returns and such other
accounting, tax information and schedules as shall be necessary for the
preparation by each Member on or before June 15 following the end of each
calendar year of its income tax return with respect to such year.

      SECTION 11.03 BANK ACCOUNTS.

      Funds of the Company shall be deposited in such banks or other
depositories as shall be designated from time to time by the Board. All
withdrawals from any such depository shall be made only as authorized by the
Board and shall be made only by check, wire transfer, debit memorandum or other
written instruction.


                                       33
<PAGE>

                                  ARTICLE XII.
               DISSOLUTION, WINDING-UP, TERMINATION AND CONVERSION

      SECTION 12.01 DISSOLUTION.

      (a) The Company shall dissolve and its affairs shall be wound up on the
first to occur of the following events (each a "Dissolution Event"):

            (i) the unanimous consent of the Members; or

            (ii) entry of a decree of judicial dissolution of the Company under
      Section 18-802 of the Act.

      (b) No other event shall cause a dissolution of the Company.

      SECTION 12.02 WINDING-UP AND TERMINATION.

      (a) On the occurrence of a Dissolution Event of the type described in
Section 12.01(a)(i) or Section 12.01(a)(ii), the Board shall act as liquidator.
The liquidator shall proceed diligently to wind up the affairs of the Company
and make final distributions as provided herein and in the Act. The costs of
winding up shall be borne as a Company expense. Until final distribution, the
liquidator shall continue to operate the Company properties with all of the
power and authority of the Members. The steps to be accomplished by the
liquidator are as follows:

            (i) as promptly as possible after dissolution and again after final
      winding up, the liquidator shall cause a proper accounting to be made by a
      recognized firm of certified public accountants of the Company's assets,
      liabilities, and operations through the last Day of the month in which the
      dissolution occurs or the final winding up is completed, as applicable;

            (ii) the liquidator shall discharge from Company funds all of the
      debts, liabilities and obligations of the Company (including all expenses
      incurred in winding up or otherwise make adequate provision for payment
      and discharge thereof (including the establishment of a cash escrow fund
      for contingent liabilities in such amount and for such term as the
      liquidator may reasonably determine); and

            (iii) all remaining assets of the Company shall be distributed to
      the Members as follows:


                                       34
<PAGE>

      (A) the liquidator may sell any or all Company property, including to
Members, and any resulting gain or loss from each sale shall be computed and
allocated to the Capital Accounts of the Members in accordance with the
provisions of Article VI;

      (B) with respect to all Company property that has not been sold, the fair
market value of that property shall be determined and the Capital Accounts of
the Members shall be adjusted to reflect the manner in which the unrealized
income, gain, loss, and deduction inherent in property that has not been
reflected in the Capital Accounts previously would be allocated among the
Members if there were a taxable disposition of that property for the fair market
value of that property on the date of distribution; and

      (C) Company property (including cash) shall be distributed among the
Members in accordance with Section 6.02; and those distributions shall be made
by the end of the taxable year of the Company during which the liquidation of
the Company occurs (or, if later, 90 Days after the date of the liquidation).

      (b) The distribution of cash or property to a Member in accordance with
the provisions of this Section 12.02 constitutes a complete return to the Member
of its Capital Contributions and a complete distribution to the Member of its
Membership Interest and all the Company's property and constitutes a compromise
to which all Members have consented pursuant to Section 18-502(b) of the Act. To
the extent that a Member returns funds to the Company, it has no claim against
any other Member for those funds.

      SECTION 12.03 DEFICIT CAPITAL ACCOUNTS.

      No Member will be required to pay to the Company, to any other Member or
to any third party any deficit balance that may exist from time to time in the
Member's Capital Account.

      SECTION 12.04 CERTIFICATE OF CANCELLATION.

      On completion of the distribution of Company assets as provided herein,
the Members (or such other Person or Persons as the Act may require or permit)
shall file a certificate of cancellation with the Secretary of State of
Delaware, cancel any other filings made pursuant to Section 2.05, and take such
other actions as may be necessary to terminate the existence of the Company.
Upon the filing of such certificate of cancellation, the existence of the
Company shall terminate (and the Term shall end), except as may be otherwise
provided by the Act or by Applicable Law.


                                       35
<PAGE>

                                 ARTICLE XIII.
                               GENERAL PROVISIONS

      SECTION 13.01 OFFSET.

      Whenever the Company is to pay any sum to any Member, any amounts that
Member owes the Company may be deducted from that sum before payment.

      SECTION 13.02 NOTICES.

      All notices, demands, requests, consents, approvals or other
communications (collectively, "Notices") required or permitted to be given
hereunder or which are given with respect to this Agreement shall be in writing
and shall be personally served, delivered by reputable air courier service with
charges prepaid, or transmitted by hand delivery, telegram, telex or facsimile,
addressed as set forth below, or to such other address as such party shall have
specified most recently by written notice. Notice shall be deemed given on the
date of service or transmission if personally served or transmitted by telegram,
telex or facsimile. Notice otherwise sent as provided herein shall be deemed
given upon delivery of such notice:

        TO THE COMPANY:

        Williams GP LLC
        One Williams Center
        Tulsa, Oklahoma  74172
        Attn:  Craig Rich, General Counsel
        Telephone:    (918) 573-3090
        Fax:          (918) 573-8024

        TO WILLIAMS ENERGY SERVICES:

        Williams Energy Services
        One Williams Center
        Tulsa, Oklahoma  74172
        Attn:  Rebecca Hilborne, General Counsel
        Telephone:    (918) 573-3015
        Fax:          (918) 573-3005


                                       36
<PAGE>

        TO WILLIAMS NATURAL GAS LIQUIDS, INC.

        Williams Energy Services
        One Williams Center
        Tulsa, Oklahoma  74172
        Attn:  President
        Telephone:    (918) 573-2000
        Fax:          (918) 573-3005

      SECTION 13.03 ENTIRE AGREEMENT; SUPERSEDING EFFECT.

      This Agreement constitutes the entire agreement of the Members and their
Affiliates relating to the Company and the transactions contemplated hereby, and
supersedes all provisions and concepts contained in all prior contracts or
agreements between the Members or any of their Affiliates with respect to the
Company, whether oral or written.

      SECTION 13.04 EFFECT OF WAIVER OR CONSENT.

      Except as otherwise provided in this Agreement, a waiver or consent,
express or implied, to or of any breach or default by any Member in the
performance by that Member of its obligations with respect to the Company is not
a consent or waiver to or of any other breach or default in the performance by
that Member of the same or any other obligations of that Member with respect to
the Company. Except as otherwise provided in this Agreement, failure on the part
of a Member to complain of any act of any Member or to declare any Member in
default with respect to the Company, irrespective of how long that failure
continues, does not constitute a waiver by that Member of its rights with
respect to that default until the applicable statute-of-limitations period has
run.

      SECTION 13.05 AMENDMENT OR RESTATEMENT.

      This Agreement or the Delaware Certificate may be amended or restated only
by a written instrument executed (or, in the case of the Delaware Certificate,
approved) by the Members.

      SECTION 13.06 BINDING EFFECT.

      Subject to the restrictions on Dispositions set forth in this Agreement,
this Agreement is binding on and shall inure to the benefit of the Members and
their respective successors and permitted assigns.

      SECTION 13.07 GOVERNING LAW; SEVERABILITY.


                                       37
<PAGE>

      THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH
THE LAW OF THE STATE OF DELAWARE, EXCLUDING ANY CONFLICT-OF-LAWS RULE OR
PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR THE CONSTRUCTION OF THIS AGREEMENT
TO THE LAW OF ANOTHER JURISDICTION. In the event of a direct conflict between
the provisions of this Agreement and any mandatory, non-waivable provision of
the Act, such provision of the Act shall control. If any provision of the Act
provides that it may be varied or superseded in a limited liability company
agreement (or otherwise by agreement of the members or managers of a limited
liability company), such provision shall be deemed superseded and waived in its
entirety if this Agreement contains a provision addressing the same issue or
subject matter. If any provision of this Agreement or the application thereof to
any Member or circumstance is held invalid or unenforceable to any extent, (a)
the remainder of this Agreement and the application of that provision to other
Members or circumstances is not affected thereby, and (b) the Members shall
negotiate in good faith to replace that provision with a new provision that is
valid and enforceable and that puts the Members in substantially the same
economic, business and legal position as they would have been in if the original
provision had been valid and enforceable.

      SECTION 13.08 FURTHER ASSURANCES.

      In connection with this Agreement and the transactions contemplated
hereby, each Member shall execute and deliver any additional documents and
instruments and perform any additional acts that may be necessary or appropriate
to effectuate and perform the provisions of this Agreement and those
transactions.

      SECTION 13.09 WAIVER OF CERTAIN RIGHTS.

      Each Member irrevocably waives any right it may have to maintain any
action for dissolution of the Company or for partition of the property of the
Company.

      SECTION 13.10 COUNTERPARTS.

      This Agreement may be executed in any number of counterparts with the same
effect as if all signing parties had signed the same document. All counterparts
shall be construed together and constitute the same instrument.

      SECTION 13.11 JURISDICTION.

      Any and all Claims arising out of, in connection with or in relation to
(i) the interpretation, performance or breach of this Agreement, or (ii) any
relationship before, at the time of entering into, during the term of, or upon
or after expiration or termination of this Agreement, between the parties
hereto, shall be brought in any court of competent jurisdiction in


                                       38
<PAGE>

the State of Delaware. Each party hereto unconditionally and irrevocably
consents to the jurisdiction of any such court over any Claims and waives any
objection that such party may have to the laying of venue of any Claims in any
such court.

      IN WITNESS WHEREOF, the Members have executed this Agreement as of the
date first set forth above.

                                            MEMBERS
                                            WILLIAMS ENERGY SERVICES, LLC

                                            By:
                                               -------------------------------
                                            Name:
                                            Title:

                                            WILLIAMS NATURAL GAS LIQUIDS, INC.

                                            By:
                                               -------------------------------
                                            Name:
                                            Title:


                                       39
<PAGE>

                                    EXHIBIT A

<TABLE>
<CAPTION>
                                                                          EFFECTIVE CAPITAL
MEMBER                                      MEMBERSHIP INTEREST              CONTRIBUTION
------                                      -------------------              ------------
<S>                                         <C>                           <C>
Williams Energy Services, LLC                     80.8%                      $  4,027,254

Williams Natural Gas Liquids, Inc.                19.2%                           956,970
</TABLE>


                                       1
<PAGE>

                                    EXHIBIT B

Steven J. Malcolm             Chief Executive Officer
Phillip D. Wright             President and Chief Operating Officer
Don R. Wellendorf             Chief Financial Officer and Treasurer
Jay A. Wiese                  Vice President, Terminal Services and Development
Craig R. Rich                 General Counsel and Assistant Secretary
Suzanne H. Costin             Secretary


                                       1

</TEXT>
</DOCUMENT>
