<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>7
<FILENAME>d00961exv10w5.txt
<DESCRIPTION>TERMINATION AGREEMENT - KEITH E BAILEY
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.5

                                                                  EXECUTION COPY


                       FIRST AMENDMENT TO PLEDGE AGREEMENT

         This First Amendment dated as of October 31, 2002 (this "Amendment") to
the Pledge Agreement dated as of July 31, 2002 (as amended and modified from
time to time, the "Pledge Agreement"), is among The Williams Companies, Inc., a
Delaware corporation (the "Company"), and each of its Subsidiaries which is or
which subsequently becomes a party to the Pledge Agreement (together, with the
Company, the "Pledgors"), in favor of Citibank, N.A., as collateral trustee
("Collateral Trustee") for the benefit of the holders of the Secured
Obligations. All capitalized terms used herein and not otherwise defined shall
have the meanings ascribed to such terms in the Pledge Agreement.

                                   WITNESSETH:

         WHEREAS, the parties hereto have agreed to amend certain provisions of
the Pledge Agreement;

         NOW, THEREFORE, in consideration of the mutual covenants contained
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree that the
Pledge Agreement is hereby amended as follows:

1.       Amendments.

         (a) Pursuant to the terms of those two certain Consent and Waivers each
         dated as of September 20, 2002, by and among the Company and the other
         signatories thereto, the Pledge Agreement was amended to (i) remove
         Williams Field Services - Gulf Coast Company, L.P. ("WFS") as an
         Obligor, (ii) acknowledge that the equity interests held by WFS
         Enterprises, Inc., and Williams Field Services Company in WFS were
         erroneously pledged, (iii) add Williams Gulf Coast Gathering Company,
         LLC ("Gathering") as an Obligor and (iv) add North Padre Island
         Spindown, Inc. as a Pledgor of its equity interest in Gathering.
         Pursuant to this Amendment, Williams GP LLC; Williams Petroleum
         Services, LLC; Longhorn Enterprises of Texas, Inc.; and WFS Gathering
         Company, L.L.C. are added as Pledgors, and the following additional
         parties are added as Obligors: WFS - Pipeline Company; WFS Gathering
         Company, L.L.C.; Williams Field Services - Matagorda Offshore Company,
         LLC; Williams Gas Processing - Mid Continent Region Company; WFS-OCS
         Gathering Co.; HI-BOL Pipeline Company; Goebel Gathering Company,
         L.L.C.; Williams Petroleum Services, LLC; Longhorn Enterprises of
         Texas, Inc.; and NewGP (as defined in the L/C Credit Agreement
         (hereafter defined)).

         (b) Section 1(b) of the Pledge Agreement is hereby amended by deleting
         such Section and replacing it in its entirety with the following:

                  (b) all shares of capital stock, general and limited
                  partnership interests, limited liability company interests,
                  trust interests, joint venture interests, ownership rights
                  arising under the law of any jurisdiction, and any evidence of



<PAGE>




                  the foregoing, together with any property and rights
                  derivative thereof, acquired, received or owned by any Pledgor
                  (other than those acquired, received or owned in anticipation
                  of a divestiture permitted by Section 5.1(h) of the L/C Credit
                  Agreement and Section 5.01(h) of the Multiyear Williams Credit
                  Agreement), which, after the date of this Agreement, becomes,
                  as a result of any occurrence, a Subsidiary of any Pledgor or
                  of the Company and which Subsidiary is engaged in the
                  Midstream Business or owns Midstream Assets;

         (c) The definition of "Pledged Shares" set forth in Section 1 of the
         Pledge Agreement is hereby amended by deleting the word "shares" in the
         first line of such definition and inserting the following phrase before
         the words "described in Schedule I":

                  "shares of capital stock, general and limited partnership
                  interests, limited liability company interests, trust
                  interests, joint venture interests, ownership rights arising
                  under the law of any jurisdiction and any evidence of the
                  foregoing, together with any property and rights derivative
                  thereof, all of the foregoing as".

         (d) The following sentence shall be added to the end of Section 1 of
         the Pledge Agreement:

                  "Notwithstanding the grant of a security interest set forth
                  above in this Section 1, Excluded Equity Interests (as defined
                  in the L/C Credit Agreement and the Multiyear Williams Credit
                  Agreement) shall not constitute Pledged Collateral under this
                  Agreement."

         (e) Section 4(k) and (l) of the Pledge Agreement are hereby amended by
         deleting such Sections and replacing them in their entirety with the
         following:

                  (k) Such Pledgor will (i) cause each issuer of shares of stock
                  comprising Pledged Collateral not to issue any stock or other
                  securities in addition to or in substitution for the shares of
                  stock comprising the Pledged Collateral issued by such issuer,
                  except for stock and other securities issued to such Pledgor
                  or another Pledgor and subject to this Agreement, (ii) pledge
                  hereunder, promptly upon its acquisition (directly or
                  indirectly) thereof, any and all additional shares of stock or
                  other securities of each issuer of Pledged Collateral, and
                  (iii) pledge hereunder, promptly upon its acquisition
                  (directly or indirectly) thereof, any and all shares of stock
                  or other equity interest covered by Section 1(b) hereof.
                  Notwithstanding anything to the contrary in this Section 4(k),
                  this section shall not restrict or limit in any way the
                  ability of Williams Energy Partners L.P. or NewGP or their
                  respective subsidiaries to issue stock or other equity
                  interest.

                           (l) Each Pledgor agrees that it (i) shall not sell,
                  assign, transfer, pledge, mortgage, hypothecate, dispose of or
                  encumber, or grant any option or warrant or Lien or right with
                  respect to, or permit any Liens to arise with respect to, the
                  Pledged Collateral, any of its rights in or to the Pledged
                  Collateral and any portion thereof, except for the pledge
                  thereof provided for in this Agreement, and



<PAGE>



                  (ii) except as permitted under Sections 5.1(d), 5.2(d) and
                  5.2(f) of the L/C Credit Agreement and Sections 5.01(d),
                  5.02(c) and 5.02(f) of the Multiyear Williams Credit
                  Agreement, shall not permit any issuer of shares of stock
                  comprising Pledged Collateral to terminate its corporate
                  existence, to be a party to any merger or consolidation, or to
                  sell, lease or dispose of all or substantially all of its
                  assets and properties in a single transaction or series of
                  related transactions.

         (e) The following paragraph is hereby added to the end of Section 4
         after the last lettered paragraph:

                           Notwithstanding anything to the contrary in Section 4
                  of this Pledge Agreement, (i) the Pledgors shall not be
                  restricted from completing or permitting any dispositions that
                  can be completed without violating any of the following
                  provisions: Sections 5.2(e) and 5.2(f) of the L/C Credit
                  Agreement, and Sections 5.02(f) and 5.02(l) of the Multiyear
                  Williams Credit Agreement, and (ii) the existence of Permitted
                  Liens (other than the Permitted Liens described in Schedule
                  III Paragraphs y, gg, and jj from the L/C Credit Agreement and
                  Schedule VI Paragraphs y, gg, and jj from the Multiyear
                  Williams Credit Agreement) shall not be a violation of any
                  representations, warranties or covenants set forth in Section
                  4 of this Pledge Agreement.

         (f) The first phrase of Section 6(a) which currently reads as follows:
         "(a) So long as no default or event of default, however denominated,
         under any Credit Document (an "Event of Default") has occurred:" is
         hereby amended by deleting such phrase and replacing it in its entirety
         with the following:

                           (a) The Pledgors shall have the rights described in
                  (i), (ii) and (iii) below until (x) a default or event of
                  default, however denominated, under any Credit Document (an
                  "Event of Default") has occurred, and (y) the notice
                  requirement in Section 6(b) has been complied with.

         (g) Paragraph (a) of Section 19 of the Pledge Agreement is hereby
         amended by deleting such paragraph and replacing it in its entirety
         with the following:

                           (a) This Agreement shall be governed by and construed
                  in accordance with the laws of the State of New York. All
                  capitalized terms that are used but not defined herein shall
                  have the meanings ascribed to such terms in that certain
                  Amended and Restated Credit Agreement dated as of October 31,
                  2002 (as amended, modified, supplemented or restated from time
                  to time, the "L/C Credit Agreement"), by and among the
                  Company, Citicorp USA, Inc., as agent and collateral agent,
                  Bank of America N. A. as syndication agent, Citibank, N.A.,
                  The Bank of Nova Scotia and Bank of America N.A. as issuing
                  banks, Salomon Smith Barney Inc. as Arranger, and the banks
                  named therein; provided, however that any subsequent
                  modification of a definition made pursuant to an amendment,
                  modification, supplement or



<PAGE>



                  restatement of the L/C Credit Agreement shall not apply to
                  this Agreement unless a conforming modification of such
                  definition is simultaneously made pursuant to an amendment,
                  modification, supplement or restatement of the Multiyear
                  Williams Credit Agreement. Unless otherwise defined herein or
                  in the L/C Credit Agreement, the terms defined in Articles 8
                  and 9 of the New York UCC are used herein as therein defined.

         (h) Section 24 of the Pledge Agreement is hereby amended by deleting
         such Section and replacing it in its entirety with the following:

                           24. Incorporated Definitions and Provisions. All
                  defined terms and other provisions (including, without
                  limitation, the amendment provisions), that are incorporated
                  into this Pledge Agreement by reference to other agreements or
                  statutes shall incorporate into this Pledge Agreement the
                  provisions of such other agreements and statutes that exist as
                  of the date hereof; however, such provisions shall be
                  automatically modified herein by any amendment or modification
                  that takes place after the date hereof in such other
                  referenced agreements or statutes; subject to the following
                  limitations: (a) no such amendment or modification (of an
                  above referenced agreement) shall be effective with respect to
                  this Pledge Agreement until Collateral Trustee shall have
                  received a copy of such amendment or modification and (b) no
                  provision of any such amendment or modification of an above
                  referenced agreement that imposes any additional liability,
                  obligation or adverse effect on the Collateral Trustee shall
                  be effective with respect to this Pledge Agreement unless the
                  Collateral Trustee has executed a written consent to such
                  provision or to the amendment or modification in which such
                  provision is set forth.

         (i) The following Section 25 is hereby added to the Pledge Agreement:

                           25. Joinder. Pursuant to the terms of the Credit
                  Documents certain Subsidiaries (hereafter referred to as the
                  "Joining Subsidiaries") may desire to or be required to join
                  this Pledge Agreement as Pledgors or Obligors. In connection
                  with any such joinder the Joining Subsidiary shall cause to be
                  executed and delivered (a) a joinder agreement substantially
                  in the form of the joinder agreement attached hereto as
                  Schedule VI and (b) authorization documentation, corporate
                  documentation, perfection documentation and opinion letters
                  reasonably satisfactory to the Collateral Trustee reflecting
                  the status of such Joining Subsidiary and the enforceability
                  of such agreements with respect to such Joining Subsidiary;
                  provided, however, that the Collateral Trustee shall have no
                  obligations with respect to the additional Pledged Collateral
                  that results from the addition of a Joining Subsidiary as a
                  Pledgor or Obligor pursuant to this Pledge Agreement prior to
                  the delivery of such additional Pledged Collateral, and
                  Collateral Trustee shall have no duty to solicit the delivery
                  of any Pledged Collateral from any Pledgor.

         (j) Schedule I to Pledge Agreement is hereby amended and restated in
         its entirety and replaced with Schedule I attached hereto.

         (k) Schedule II to Pledge Agreement is hereby amended and restated in
         its entirety and replaced with Schedule II attached hereto.



<PAGE>



         (l) A new Schedule VI to the Pledge Agreement is hereby added which is
         the document attached as Schedule VI hereto.

2. Acknowledgement. Williams Alaska Air Cargo Properties, L.L.C. hereby
acknowledges that it is a Pledgor and original signatory to the Pledge Agreement
effective as of July 31, 2002.

3. Conditions to Effectiveness. This Amendment shall be deemed effective (the
"Effective Date") upon the satisfaction of the conditions precedent as set out
in Section 3.1 of that certain Amended and Restated Credit Agreement dated as of
October 31, 2002, among the Company and the Financial Institutions named
therein, without giving effect to the terms of Section 3.3; provided, however,
that the Collateral Trustee shall have no obligations with respect to the
additional Pledged Collateral that results from the addition of Pledgors or
Obligors as parties to the Pledge Agreement pursuant to this Amendment prior to
the delivery of such additional Pledged Collateral, and the Collateral Trustee
shall have no duty to solicit the delivery of any Pledged Collateral from any
Pledgor or Obligor. Notwithstanding anything to the contrary herein, any
provision or portion of a provision in this Amendment that is or is determined
to be a release of Pledged Collateral shall not be effective to release such
Pledged Collateral until the Collateral Trustee has received satisfactory
documentation that such release of Pledged Collateral is permitted by or has
been properly approved in accordance with the terms of the Collateral Trust
Agreement.

2. Governing Law. This Amendment shall be governed by, and construed and
enforced in accordance with, the laws of the State of New York.

3. Reference to and Effect on the Pledge Agreement. The amendments set forth
herein are limited precisely as written and shall not be deemed to be a consent
or waiver to, or modification of any other term or condition in the Pledge
Agreement or any of the documents referred to therein. Except as expressly
amended and consented hereby, the terms and conditions of the Pledge Agreement
shall continue in full force and effect, and as amended hereby, the Pledge
Agreement is ratified and confirmed in all respects. On and after the Effective
Date, the Pledge Agreement shall be deemed to mean the Pledge Agreement as
amended hereby and all references to the Pledge Agreement shall be deemed to
refer to the Pledge Agreement as amended hereby.

4. Counterparts. This Amendment may be executed in several counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same agreement.


Schedule I:       Schedule I to Pledge Agreement
Schedule II:      Schedule II to Pledge Agreement
Schedule VI:      Form of Joinder Agreement



<PAGE>
         IN WITNESS WHEREOF, the parties hereto, acting through their duly
authorized representatives, have caused this Amendment to be signed in their
respective names.







                  THE WILLIAMS COMPANIES, INC.,
                  as Pledgor



                  By:            /s/ James G. Ivey
                           -----------------------------------------
                           Name:    James G. Ivey
                           Title:   Treasurer



                  WILLIAMS REFINING & MARKETING, L.L.C.,
                  as Pledgor



                  By:            /s/ James G. Ivey
                           -----------------------------------------
                           Name:    James G. Ivey
                           Title:   Assistant Treasurer



                  WILLIAMS PETROLEUM SERVICES, LLC,
                  as Pledgor



                  By:            /s/ Ralph A. Hill
                           -----------------------------------------
                           Name:    Ralph A. Hill
                           Title:   Senior Vice President



                  WILLIAMS PETROLEUM PIPELINE SYSTEMS,
                  INC., as Pledgor



                  By:            /s/ Ralph A. Hill
                           -----------------------------------------
                           Name:    Ralph A. Hill
                           Title:   Senior Vice President



                  WILLIAMS OLEFINS, L.L.C., as Pledgor



                  By:          /s/ James G. Ivey
                           -----------------------------------------
                           Name:    James G. Ivey
                           Title:   Assistant Treasurer





<PAGE>



                  WILLIAMS NATURAL GAS LIQUIDS, INC..
                  as Pledgor



                  By:            /s/ Alan S. Armstrong
                           -----------------------------------------
                           Name:    Alan S. Armstrong
                           Title:   Senior Vice President



                  WILLIAMS MIDSTREAM NATURAL GAS LIQUIDS,
                  INC., as Pledgor



                  By:            /s/ Alan S. Armstrong
                           -----------------------------------------
                           Name:    Alan S. Armstrong
                           Title:   Senior Vice President



                  WILLIAMS MERCHANT SERVICES COMPANY,
                  INC., as Pledgor



                  By:          /s/ William E. Hobbs
                           -----------------------------------------
                           Name:    William E. Hobbs
                           Title:   President



                  WILLIAMS GP, LLC, as Pledgor



                  By:        /s/ Don R. Wellendorf
                           -----------------------------------------
                           Name:    Don R. Wellendorf
                           Title:   President and Chief
                                     Executive Officer



                  WILLIAMS FIELD SERVICES GROUP, INC.,
                  as Pledgor



                  By:            /s/ Alan S. Armstrong
                           -----------------------------------------
                           Name:    Alan S. Armstrong
                           Title:   Senior Vice President






<PAGE>





                  WILLIAMS EXPRESS, INC. (a Delaware corporation),
                  as Pledgor


                  By:           /s/ Ralph A. Hill
                           -----------------------------------------
                           Name:    Ralph A. Hill
                           Title:   Chief Executive Officer



                  WILLIAMS ENERGY SERVICES, LLC,
                  as Pledgor



                  By:            /s/ Alan S. Armstrong
                           -----------------------------------------
                           Name:    Alan S. Armstrong
                           Title:   Senior Vice President



                  WILLIAMS ENERGY MARKETING & TRADING
                  COMPANY, as Pledgor



                  By:            /s/ William E. Hobbs
                           -----------------------------------------
                           Name:    William E. Hobbs
                           Title:   President



                  WILLIAMS BIO-ENERGY, L.L.C.,
                  as Pledgor



                  By:            /s/ James G. Ivey
                           -----------------------------------------
                           Name:    James G. Ivey
                           Title:   Assistant Treasurer



                  WILLIAMS ALASKA PETROLEUM, INC.,
                  as Pledgor



                  By:            /s/ Ralph A. Hill
                           -----------------------------------------
                           Name:    Ralph A. Hill
                           Title:   Chief Executive Officer







<PAGE>




                  WILLIAMS ALASKA AIR CARGO PROPERTIES,
                  L.L.C., as Pledgor

                  By:      WILLIAMS ALASKA PETROLEUM, INC.
                           its sole member


                  By:            /s/ Ralph A. Hill
                           -----------------------------------------
                           Name:    Ralph A. Hill
                           Title:   Chief Executive Officer



                  WFS-NGL PIPELINE COMPANY, INC.,
                  as Pledgor



                  By:            /s/ Alan S. Armstrong
                           -----------------------------------------
                           Name:    Alan S. Armstrong
                           Title:   Senior Vice President



                  WFS-LIQUIDS COMPANY, as Pledgor



                  By:            /s/ Alan S. Armstrong
                           -----------------------------------------
                           Name:    Alan S. Armstrong
                           Title:   Senior Vice President



                  WFS GATHERING COMPANY, L.L.C.,
                  as Pledgor



                  By:            /s/ James G. Ivey
                           -----------------------------------------
                           Name:    James G. Ivey
                           Title:   Assistant Treasurer



                  NORTH PADRE ISLAND SPINDOWN, INC.,
                  as Pledgor



                  By:            /s/ Alan S. Armstrong
                           -----------------------------------------
                           Name:    Alan S. Armstrong
                           Title:   Senior Vice President





<PAGE>






                  MAPCO INC. , as Pledgor



                  By:         /s/ Alan S. Armstrong
                           -----------------------------------------
                           Name:    Alan S. Armstrong
                           Title:   Senior Vice President



                  LONGHORN ENTERPRISES OF TEXAS, INC.,
                  as Pledgor



                  By:            /s/ Ralph A. Hill
                           -----------------------------------------
                           Name:    Ralph A. Hill
                           Title:   Senior Vice President



                  JUAREZ PIPELINE COMPANY,
                  AS PLEDGOR



                  By:         /s/ Alan S. Armstrong
                           -----------------------------------------
                           Name:    Alan S. Armstrong
                           Title:   Senior Vice President



                  WILLIAMS ENERGY SERVICES, LLC,
                  as Obligor



                  By:            /s/ Alan S. Armstrong
                           -----------------------------------------
                           Name:    Alan S. Armstrong
                           Title:   Senior Vice President



                  HI-BOL PIPELINE COMPANY, as Obligor



                  By:         /s/ Alan S. Armstrong
                           -----------------------------------------
                           Name:    Alan S. Armstrong
                           Title:   Senior Vice President








<PAGE>




                  GOEBEL GATHERING COMPANY, L.L.C.,
                  as Obligor



                  By:         /s/ James G. Ivey
                           -----------------------------------------
                           Name:    James G. Ivey
                           Title:   Assistant Treasurer



                  GAS SUPPLY, L.L.C., as Obligor



                  By:          /s/ Ralph A. Hill
                           -----------------------------------------
                           Name:    Ralph A. Hill
                           Title:   Senior Vice President



                  BLACK MARLIN PIPELINE COMPANY.
                  as Obligor



                  By:         /s/ Alan S. Armstrong
                           -----------------------------------------
                           Name:    Alan S. Armstrong
                           Title:   Senior Vice President



                  MAPCO INC. , as Obligor



                  By:         /s/ Alan S. Armstrong
                           -----------------------------------------
                           Name:    Alan S. Armstrong
                           Title:   Senior Vice President



                  LONGHORN ENTERPRISES OF TEXAS, INC.,
                  as Obligor



                  By:            /s/ Ralph A. Hill
                           -----------------------------------------
                           Name:    Ralph A. Hill
                           Title:   Senior Vice President






<PAGE>





                  JUAREZ PIPELINE COMPANY,
                  AS OBLIGOR



                  By:         /s/ Alan S. Armstrong
                           -----------------------------------------
                           Name:    Alan S. Armstrong
                           Title:   Senior Vice President



                  MEMPHIS GENERATION, L.L.C., as Obligor



                  By:         /s/ William E. Hobbs
                           -----------------------------------------
                           Name:    William E. Hobbs
                           Title:   President



                  MAPL INVESTMENTS, INC. as Obligor



                  By:         /s/ Alan S. Armstrong
                           -----------------------------------------
                           Name:    Alan S. Armstrong
                           Title:   Senior Vice President



                  NORTH PADRE ISLAND SPINDOWN, INC.,
                  as Obligor



                  By:            /s/ Alan S. Armstrong
                           -----------------------------------------
                           Name:    Alan S. Armstrong
                           Title:   Senior Vice President



                  WFS ENTERPRISES, INC., as Obligor



                  By:         /s/ Mary Jane Bittick
                           -----------------------------------------
                           Name:    Mary Jane Bittick
                           Title:   Treasurer





<PAGE>





                  WFS - PIPELINE COMPANY, as Obligor



                  By:          /s/ Alan S. Armstrong
                           -----------------------------------------
                           Name:    Alan S. Armstrong
                           Title:   Senior Vice President



                  WFS - OCS GATHERING CO., as Obligor



                  By:         /s/ Alan S. Armstrong
                           -----------------------------------------
                           Name:    Alan S. Armstrong
                           Title:   Senior Vice President



                  WFS-NGL PIPELINE COMPANY, INC.,
                  as Obligor



                  By:            /s/ Alan S. Armstrong
                           -----------------------------------------
                           Name:    Alan S. Armstrong
                           Title:   Senior Vice President



                  WFS-LIQUIDS COMPANY, as Obligor



                  By:            /s/ Alan S. Armstrong
                           -----------------------------------------
                           Name:    Alan S. Armstrong
                           Title:   Senior Vice President




                  WFS GATHERING COMPANY, L.L.C.,
                  as Obligor



                  By:            /s/ James G. Ivey
                           -----------------------------------------
                           Name:    James G. Ivey
                           Title:   Assistant Treasurer





<PAGE>




                  WFS-OFFSHORE GATHERING COMPANY, as Obligor



                  By:            /s/ Alan S. Armstrong
                           -----------------------------------------
                           Name:    Alan S. Armstrong
                           Title:   Senior Vice President



                  WILLIAMS ALASKA PETROLEUM, INC.,
                  as Obligor



                  By:            /s/ Ralph A. Hill
                           -----------------------------------------
                           Name:    Ralph A. Hill
                           Title:   Chief Executive Officer



                  WILLIAMS ALASKA AIR CARGO PROPERTIES,
                  L.L.C., as Obligor

                  By:      WILLIAMS ALASKA PETROLEUM, INC.
                           its sole member


                  By:            /s/ Ralph A. Hill
                           -----------------------------------------
                           Name:    Ralph A. Hill
                           Title:   Chief Executive Officer



                  WILLIAMS FIELD SERVICES - MATAGORDA
                  OFFSHORE COMPANY, LLC, as Obligor



                  By:         /s/ James G. Ivey
                           -----------------------------------------
                  Name:    James G. Ivey
                  Title:   Assistant Treasurer



                  WILLIAMS GULF COAST GATHERING COMPANY,
                  LLC, as Obligor



                  By:          /s/ James G. Ivey
                           -----------------------------------------
                  Name:    James G. Ivey
                  Title:   Assistant Treasurer





<PAGE>



                  WILLIAMS MID-SOUTH PIPELINES, LLC,
                  as Obligor



                  By:        /s/ James G. Ivey
                           -----------------------------------------
                  Name:    James G. Ivey
                  Title:   Assistant Treasurer



                  WORTHINGTON GENERATION, L.L.C.,
                  as Obligor



                  By:          /s/ William E. Hobbs
                           -----------------------------------------
                  Name:    William E. Hobbs
                  Title:   President



                  WILLIAMS ALASKA PIPELINE COMPANY,
                  L.L.C.,  as Obligor



                  By:            /s/ Ralph A. Hill
                           -----------------------------------------
                           Name:    Ralph A. Hill
                           Title:   Senior Vice President



                  WILLIAMS BIO-ENERGY, L.L.C.,
                  as Obligor



                  By:            /s/ James G. Ivey
                           -----------------------------------------
                           Name:    James G. Ivey
                           Title:   Assistant Treasurer



                  WILLIAMS ETHANOL SERVICES, INC.,
                  as Obligor



                  By:          /s/ Paul W. Nelson
                           -----------------------------------------
                           Name:    Paul W. Nelson
                           Title:   Treasurer




<PAGE>

                  WILLIAMS EXPRESS INC. (an Alaska corporation),
                  as Obligor


                         By:          /s/ Ralph A. Hill
                                  ----------------------------------
                                  Name:    Ralph A. Hill
                                  Title:   Chief Executive Officer



                  WILLIAMS EXPRESS, INC. (a Delaware corporation),
                  as Obligor


                  By:           /s/ Ralph A. Hill
                           -----------------------------------------
                           Name:    Ralph A. Hill
                           Title:   Chief Executive Officer






                  WILLIAMS FIELD SERVICES COMPANY,
                  as Obligor



                  By:        /s/ Alan S. Armstrong
                           -----------------------------------------
                           Name:    Alan S. Armstrong
                           Title:   Senior Vice President



                  WILLIAMS FIELD SERVICES GROUP, INC.,
                  as Obligor



                  By:            /s/ Alan S. Armstrong
                           -----------------------------------------
                           Name:    Alan S. Armstrong
                           Title:   Senior Vice President



                  WILLIAMS GAS PROCESSING - MID-CONTINENT
                  REGION COMPANY, as Obligor



                  By:            /s/ Alan S. Armstrong
                           -----------------------------------------
                           Name:    Alan S. Armstrong
                           Title:   Senior Vice President


<PAGE>




                  WILLIAMS GAS PROCESSING - WAMSUTTER
                  COMPANY, as Obligor



                  By:          /s/ Alan S. Armstrong
                           -----------------------------------------
                           Name:    Alan S. Armstrong
                           Title:   Senior Vice President



                  WILLIAMS GAS PROCESSING COMPANY,
                  as Obligor



                  By:         /s/ Alan S. Armstrong
                           -----------------------------------------
                           Name:    Alan S. Armstrong
                           Title:   Senior Vice President



                  WILLIAMS GENERATING MEMPHIS, LLC.
                  as Obligor


                  By:            /s/ James G. Ivey
                           -----------------------------------------
                           Name:    James G. Ivey
                           Title:   Assistant Treasurer



                  WILLIAMS GP, LLC, as Obligor



                  By:        /s/ Don R. Wellendorf
                           -----------------------------------------
                           Name:    Don R. Wellendorf
                           Title:   President and Chief
                                     Executive Officer



                  WILLIAMS MEMPHIS TERMINAL, INC.,
                  as Obligor



                  By:          /s/ James G. Ivey
                           -----------------------------------------
                           Name:    James G. Ivey
                           Title:   Assistant Treasurer


<PAGE>



                  WILLIAMS MERCHANT SERVICES COMPANY,
                  INC., as Obligor



                  By:          /s/ William E. Hobbs
                           -----------------------------------------
                           Name:    William E. Hobbs
                           Title:   President



                  WILLIAMS MIDSTREAM NATURAL GAS LIQUIDS,
                  INC., as Obligor



                  By:            /s/ Alan S. Armstrong
                           -----------------------------------------
                           Name:    Alan S. Armstrong
                           Title:   Senior Vice President



                  WILLIAMS NATURAL GAS LIQUIDS, INC..
                  as Obligor



                  By:            /s/ Alan S. Armstrong
                           -----------------------------------------
                           Name:    Alan S. Armstrong
                           Title:   Senior Vice President



                  WILLIAMS OLEFINS FEEDSTOCK PIPELINES,
                  L.L.C., as Obligor



                  By:          /s/ James G. Ivey
                           -----------------------------------------
                           Name:    James G. Ivey
                           Title:   Assistant Treasurer



                  WILLIAMS OLEFINS, L.L.C., as Obligor



                  By:          /s/ James G. Ivey
                           -----------------------------------------
                           Name:    James G. Ivey
                           Title:   Assistant Treasurer





<PAGE>



                  WILLIAMS PETROLEUM PIPELINE SYSTEMS,
                  INC., as Obligor



                  By:            /s/ Ralph A. Hill
                           -----------------------------------------
                           Name:    Ralph A. Hill
                           Title:   Senior Vice President



                  WILLIAMS PETROLEUM SERVICES, LLC,
                  as Obligor



                  By:            /s/ Ralph A. Hill
                           -----------------------------------------
                           Name:    Ralph A. Hill
                           Title:   Senior Vice President



                  WILLIAMS PRODUCTION COMPANY, L.L.C.,
                  as Obligor



                          By:          /s/ Ralph A. Hill
                                   ---------------------------------
                                   Name:    Ralph A. Hill
                                   Title:   Senior Vice President



                  WILLIAMS REFINING & MARKETING, L.L.C.,
                  as Obligor



                          By:            /s/ James G. Ivey
                                   ---------------------------------
                                   Name:    James G. Ivey
                                   Title:   Assistant Treasurer



                  WEG GP LLC, as Obligor



                  By:            /s/ Michael N. Mears
                           -----------------------------------------
                           Name:    Michael N. Mears
                           Title:   Vice President



<PAGE>



                  CITIBANK, N.A., as Collateral Trustee


                  By:         /s/ Camille Tomao
                           -----------------------------------------
                           Name:    Todd J. Mogil
                           Title:   Vice President




                  AGENT AND COLLATERAL AGENT

                  CITICORP USA, INC., as Agent and Collateral Agent

                  By   /s/ Todd J. Mogil
                  Name:  Todd J. Mogil
                  Title:  Vice President




                  BANKS AND ISSUING BANKS:


                  CITIBANK N.A., as Issuing Bank

                  By   /s/ Todd J. Mogil
                  Name:  Todd J. Mogil
                  Title:  Vice President




                  CITICORP USA, INC.

                  By   /s/ Todd J. Mogil
                  Name:  Todd J. Mogil
                  Title:  Vice President




                  THE BANK OF NOVA SCOTIA, as Canadian
                  Issuing Bank and Bank



                  By:
                  Name:
                  Title:




<PAGE>
                  BANK OF AMERICA N.A., as Issuing Bank and Bank



                  By:  /s/  Claire Liu
                  Name:  Claire Liu
                  Title:  Managing Director




                  JP MORGAN CHASE BANK



                  By:  /s/ Robert W. Traband
                  Name:  Robert W. Traband
                  Title:  Vice President




                  TORONTO DOMINION (TEXAS), INC.



                  By:  /s/  Jill Hall
                  Name:  Jill Hall
                  Title:  Vice President




                  CREDIT LYONNAIS NEW YORK BRANCH



                  By:  /s/ Olivier Audemard
                  Name:  Olivier Audemard
                  Title:  Senior Vice President




                  MERRILL LYNCH CAPITAL CORP.



                  By:  /s/  Carol J.E. Feeley
                  Name:  Carol J.E. Feeley
                  Title:  Vice President




                  LEHMAN COMMERCIAL PAPER INC.



                  By:  /s/  Francis Chang
                  Name:  Francis Chang
                  Title:  Authorized Signatory


<PAGE>


Each of the entities reflected on the following pages is executing this
Amendment as a Financial Institution party to the First Amended and Restated
Credit Agreement, doted as of October 31, 2002, among the Company, Northwest
Pipeline Corporation, Transcontinental Gas Pipeline Corporation, Texas Gas
Transmission and the Financial Institutions named therein:

<PAGE>



                         AGENT:

                         CITICORP, USA, INC., as Agent



                         By:  /s/  Todd J. Mogil
                         Name:  Todd J. Mogil
                         Title:  Vice President




                         CO-SYNDICATION AGENTS:

                         JPMORGAN CHASE BANK
                         (formerly known as
                         THE CHASE MANHATTAN BANK), as Co-Syndication Agent



                         By:  /s/  Robert W. Traband
                         Name:  Robert W. Traband
                         Title:  Vice President




                         COMMERZBANK AG,
                         as Co-Syndication Agent



                         By:  /s/  Harry Yergey
                         Name:  Harry Yergey
                         Title:  Senior Vice Pres. and Manager



                         By:  /s/  Brian Campbell
                         Name:  Brian Campbell
                         Title:  Senior Vice President




                         DOCUMENTATION AGENT:

                         CREDIT LYONNAIS NEW YORK BRANCH

                         as Documentation Agent


                         By:  /s/  Olivier Audemard
                         Name:  Olivier Audemard
                         Title:  Senior Vice President




                         BANKS:

                         CITIBANK, USA, INC.



                         By:  /s/  Todd J. Mogil
                         Name:  Todd J. Mogil
                         Title:  Vice President




<PAGE>


                         THE BANK OF NOVA SCOTIA



                         By:      /s/ N. Bell
                         Name:    N. Bell
                         Title:   Senior Manager




                         BANK OF AMERICA, N.A.



                         By:  /s/  Claire M. Liu
                         Name:  Claire M. Kiu
                         Title:  Vice President




                         BANK ONE, N.A. (MAIN OFFICE - CHICAGO)



                         By:  /s/  Jeanie C. Gonzalez
                         Name:  Jeanie C. Gozalez
                         Title:  Director




                         JPMORGAN CHASE BANK
                         (formerly known as
                         THE CHASE MANHATTAN BANK)



                         By:  /s/  Robert W. Traband
                         Name:  Robert W. Traband
                         Title:  Vice President




                         COMMERZBANK AG
                         NEW YORK AND GRAND CAYMAN BRANCHES



                         By:      /s/  Brian J. Campbell
                         Name:    Brian J. Campbell
                         Title:   Senior Vice President




                         By:      /s/ W. David Suttles
                         Name:    W. David Suttles
                         Title:   Vice President





<PAGE>


                         CREDIT LYONNAIS NEW YORK BRANCH



                         By:  /s/  Olivier Audermard
                         Name:  Olivier Audermard
                         Title:  Senior V.P.




                         NATIONAL WESTMINSTER BANK PLC NEW YORK BRANCH


                         By:      /s/ Charles Greer
                         Name:    Charles Greer
                         Title:   Senior Vice President




                         ABN AMRO BANK, N.V.



                         By:  /s/  Frank R. Russo, Jr.
                         Name:  Frank R. Russo, Jr.
                         Title:  Group Vice President



                         By:  /s/  Jeffrey G. White
                         Name:  Jeffrey G. White
                         Title:  Vice President




                         BANK OF MONTREAL



                         By:      /s/  Mary Lee Latta
                         Name:    Mary Lee Latta
                         Title:   Director
                                    Bank of Montreal




                         THE BANK OF NEW YORK



                         By:  /s/  Raymond J. Palmer
                         Name:  Raymond J. Palmer
                         Title:  Vice President




<PAGE>


                         BARCLAYS BANK PLC



                         By:      /s/  Nicholas A. Bell
                         Name:    Nicholas A. Bell
                         Title:   Director
                                  Loan Transaction Management




                         CIBC INC.




                         By:  /s/  George Knight
                         Name:  George Knight
                         Title:  Managing Director
                                 CIBC World Markets Corp., As Agent




                         CREDIT SUISSE FIRST BOSTON



                         By:  /s/ James P. Moran   /s/ Ian W. Nalitt
                         Name:  James P. Moran   Ian W. Nalitt
                         Title:  Director                 Associate




                         ROYAL BANK OF CANADA



                         By:  /s/  Peter Barnes
                         Name:  Peter Barnes
                         Title:  Senior Manager




                         THE BANK OF TOKYO-MITSUBISHI, LTD., HOUSTON AGENCY



                         By:      /s/ Kelton Glassock
                         Name:    Kelton Glassock
                         Title:   Vice President and Manager


                         By:      /s/ Jay Fort
                         Name:    Jay Fort
                         Title:   Vice President

<PAGE>


                         FLEET NATIONAL BANK
                         f/k/a Bank Boston, N.A.


                         By:  /s/  Matthew W. Speh
                         Name:  Matthew W. Speh
                         Title:  Authorized Officer



                         SOCIETE GENERALE, SOUTHWEST AGENCY



                         By:  /s/  J. Douglas McMurrey, Jr.
                         Name:  J. Douglas McMurrey, Jr.
                         Title:  Managing Director




                         TORONTO DOMINION (TEXAS), INC.



                         By:  /s/  Jill Hall
                         Name:  Jill Hall
                         Title:  Vice President




                         UBS AG, STAMFORD BRANCH



                         By:      /s/ Kelly Smith
                         Name:    Director
                         Title:   Recovery Management






                         WELLS FARGO BANK TEXAS, N.A.



                         By:  /s/  J. Alan Alexander
                         Name:  J. Alan Alexander
                         Title:  Vice President


<PAGE>


                         WESTLB AG, NEW YORK BRANCH



                         By:     /s/ Salvatore Bettnell     Duncan M. Robertson
                         Name:   Salvatore Bettnell         Duncan M. Robertson
                         Title:  Managing Director          Director
                                 Credit Department




                         CREDIT AGRICOLE INDOSUEZ



                         By:  /s/  Larry Materi
                         Name:   Larry Materi
                         Title:  Vice President



                         By:  /s/  Paul A. Dytrych
                         Name:  Paul A. Dytrych
                         Title:  Vice President




                         SUNTRUST BANK



                         By:  /s/  Steven J. Newby
                         Name:  Steven J. Newby
                         Title:  Director




                         ARAB BANKING CORPORATION (B.S.C.)



                         By:  /s/  Robert J. Ivosevich
                         Name:  Robert J. Ivosevich
                         Title:  Deputy General Manager



                         By:  /s/  Barbara O. Sanderson
                         Name:  Barbara O. Sanderson
                         Title:  VP Head of Credit



                         BANK OF CHINA, NEW YORK BRANCH



                         By:
                         Name:
                         Title:


<PAGE>


                         BANK OF OKLAHOMA, N.A.



                         By:
                         Name:
                         Title:




                         BNP PARIBAS, HOUSTON AGENCY



                         By:  /s/  Larry Robinson
                         Name:  Larry Robinson
                         Title:  Vice President



                         By:  /s/  Mark A. Cox
                         Name:  Mark A. Cox
                         Title:  Director




                         DZ BANK AG DEUTSCHE ZENTRALGENOSSENSCHAFTSBANK,
                         NEW YORK BRANCH



                         By:  /s/  Mark Connelly
                         Name:  Mark Connelly
                         Title:  Senior V.P.



                         By:  /s/  Richard W. Wilbert
                         Name:  Richard W. Wilbert
                         Title:  Vice President




                         KBC BANK N.V.



                         By:  /s/  Michael V. Curran
                         Name:  Robert Snauffer
                         Title:   First Vice President



                         By:  /s/  Diane M. Grimmig
                         Name:  Diane M. Grimmig
                         Title:  Vice President




                         WACHOVIA BANK, N.A.



                         By:  /s/  David E. Humphreys
                         Name:  David E. Humphreys
                         Title:  Vice President


<PAGE>


                         MIZUHO CORPORATE BANK, LTD



                         By:  /s/  Jacques Azagury
                         Name:  Jacques Azagury
                         Title:  Senior Vice President and Manager




                         SUMITOMO MITSUI BANKING CORPORATION



                         By:  /s/  Leo E. Pagarigan
                         Name:  Leo E. Pagarigan
                         Title:  Senior Vice President




                         COMMERCE BANK, N.A.




                         By:  /s/ Dennis R. Block
                         Name:  Dennis R. Block
                         Title:  Senior Vice President




                         ROYAL BANK OF SCOTLAND



                         By:
                         Name:
                         Title:




                         RZB FINANCE, LLC



                         By:
                         Name:
                         Title:






<PAGE>


                                   SCHEDULE I
                               TO PLEDGE AGREEMENT

                           SCHEDULE OF PLEDGED SHARES

<Table>
<Caption>
                                                                                         NUMBER OF        PERCENT OF
                                      STATE OF                                            SHARES/        TOTAL EQUITY
                                     ORGANIZATION                    STOCK                 UNITS          INTERESTS
                   PLEDGED           (PLEDGED         CLASS OF   CERTIFI-CATE   PAR        SHARES         OWNED BY
PLEDGOR            SUBSIDIARY        SUBSIDIARY)       STOCK          NO.      VALUE       UNITS           PLEDGOR*
------------------ ----------------- --------------- ------------ ---------- ---------- -------------- ---------------
<S>                <C>               <C>             <C>          <C>        <C>        <C>            <C>
The Williams       Williams Energy         DE            N/A         N/A        N/A          N/A            100%
Companies, Inc.    Services, LLC

                   Williams                DE          Common         1         100          10             100%
                   Natural Gas
                   Liquids, Inc.


                   Williams                DE          Common         2        1.00         1,000           100%
                   Midstream
                   Natural Gas
                   Liquids, Inc.

                   Williams                DE          Common         1        1.00         1,000           100%
                   Express, Inc.

Williams Energy    Williams Field          DE          Common         5        1.00         1,000           100%
Services, LLC      Services Group,
                   Inc.

                   Williams Alaska         DE            N/A         N/A        N/A          N/A            100%
                   Pipeline
                   Company, L.L.C.

                   Williams                DE            N/A         N/A        N/A          N/A            100%
                   Bio-Energy, LLC

                   Williams                DE          Common         3        1.00         1,000           100%
                   Merchant
                   Services
                   Company, Inc.

                   MAPCO Inc.              DE          Common         1        10.00         100            100%
</Table>



<PAGE>



<Table>
<S>                <C>               <C>             <C>          <C>        <C>        <C>            <C>
                   Williams                DE            N/A         N/A        N/A          N/A            100%
                   Production
                   Company, LLC

                   Williams GP LLC         DE            N/A         N/A        N/A          N/A           99.8%

                   NewGP***                                                                                99.8%

                   Williams Energy         DE           Units        N/A        N/A
                   Partners L.P.
                   Common
                   Subordinated                                                            757,193          5.5%
                                                                                          4,589,193        80.8%

                   Longhorn                DE          Common         3        $1.00        1,000           100%
                   Enterprises of
                   Texas, Inc.

                   Williams                DE            N/A         N/A        N/A          N/A            100%
                   Petroleum
                   Services, LLC

Williams Field     Black Marlin            TX          Common         16       0.10        44,800           100%
Services Group,    Pipeline Company
Inc.

                   WFS                     DE          Common         1        0.00          100            100%
                   Enterprises,
                   Inc.

                   WFS-Liquids             DE          Common         12       1.00          100            100%
                   Company

                   Williams Field          DE          Common         4        1.00         1,000           100%
                   Services Company

                   Williams Gas            DE          Common         2        1.00         1,000           100%
                   Processing
                   Company

                   Williams Gas            DE          Common         5        1.00         1,000           100%
                   Processing -
                   Wamsutter
                   Company
</Table>



<PAGE>


<Table>
<S>                <C>               <C>             <C>          <C>        <C>        <C>            <C>
                   Williams Gas            DE          Common         5        1.00         1,000           100%
                   Processing -
                   Mid Continent
                   Region Company

                   North Padre             DE          Common         1        1.00         1,000           100%
                   Island
                   Spindown, Inc.

                   WFS Gathering           DE            N/A         N/A        N/A          N/A            100%
                   Company, L.L.C.

                   Williams Field          DE            N/A         N/A        N/A          N/A            100%
                   Services-Matagorda
                   Offshore
                   Company, LLC

                   WFS-OCS                 DE          Common         2        1.00         1,000           100%
                   Gathering Co.

Williams           Williams Energy         DE          Common         7        1.00         1,000           100%
Merchant           Marketing &
Services           Trading Company
Company, Inc.

Williams Energy    Worthington             DE            N/A         N/A        N/A          N/A            100%
Marketing &        Generation,
Trading Company    L.L.C.

                   Memphis                 DE            N/A         N/A        N/A          N/A            100%
                   Generation,
                   L.L.C.

MAPCO Inc.         Gas Supply,             DE            N/A         N/A        N/A          N/A            100%
                   L.L.C.
</Table>




<PAGE>




<Table>
<S>                <C>               <C>             <C>          <C>        <C>        <C>            <C>
Williams Natural   Juarez Pipeline         DE          Common         2        1.00         1,000           100%
Gas Liquids, Inc.  Company

                   MAPL                    DE          Common         2        1.00         1,000           100%
                   Investments,
                   Inc.

                   WFS-NGL                 DE          Common         3        1.00         1,000           100%
                   Pipeline
                   Company, Inc.

                   Williams GP LLC         DE            N/A        N /A        N/A          N/A            0.2%

                   NewGP***                                                                                 0.2%

                   Williams Energy         DE           Units        N/A        N/A        322,501
                   Partners L.P.                                                          1,090,501
                   Common
                   Subordinated                                                                             2.3%
                                                                                                           19.2%

                   E-Birchtree,            DE          A Units        1         N/A          100            90%
                   LLC**

WFS-NGL Pipeline   WILPRISE                DE            N/A         N/A        N/A          N/A           37.35%
Company, Inc.      Pipeline
                   Company,
                   L.L.C.**

                   Tri-States NGL          DE            N/A         N/A        N/A          N/A           16.67%
                   Pipeline,
                   L.L.C.**

Juarez Pipeline    Rio Grande              TX            N/A         N/A        N/A          N/A            45%
Company            Pipeline
                   Company**

Williams           Baton Rouge             DE            N/A         N/A        N/A          N/A           27.5%
Midstream          Fractionators,
Natural Gas        L.L.C.**
Liquids, Inc.

Williams           Williams                 AK         Common         1        1.00         1,000           100%
Express, Inc., a   Express, Inc.
Delaware
corporation
</Table>




<PAGE>


<Table>
<S>                <C>               <C>             <C>          <C>        <C>        <C>            <C>
                   Williams                 DE           N/A         N/A        N/A          N/A            100%
                   Refining &
                   Marketing,
                   L.L.C.

                   Williams Alaska         AK          Common         1        1.00         1,000           100%
                   Petroleum, Inc.

Williams Alaska    Williams Alaska         AK            N/A         N/A        N/A          N/A            100%
Petroleum, Inc.    Air Cargo
                   Properties,
                   L.L.C.

Williams           Williams                DE            N/A         N/A        N/A          N/A            100%
Olefins, L.L.C.    Olefins
                   Feedstock
                   Pipelines,
                   L.L.C.

Williams           Williams                DE            N/A         N/A        N/A          N/A            100%
Refining &         Olefins, L.L.C.
Marketing, L.L.C.

                   Williams                DE            N/A         N/A        N/A          N/A            100%
                   Generating
                   Memphis, LLC

                   Williams                DE          Common         3        1.00         1,000           100%
                   Memphis
                   Terminal, Inc.

                   Williams                DE          Common         4        1.00         1,000           100%
                   Petroleum
                   Pipeline
                   Systems, Inc.

Williams           Williams                DE          Common         2        1.00         1,000           100%
Bio-Energy, LLC    Ethanol
                   Services, Inc.

                   Nebraska                KS            N/A         N/A        N/A          N/A           74.9%
                   Energy, L.L.C.**
</Table>



<PAGE>



<Table>
<S>                <C>               <C>             <C>          <C>        <C>        <C>            <C>
WFS Gathering      Goebel                  DE            N/A         N/A        N/A          N/A            100%
Company, L.L.C.    Gathering
                   Company, L.L.C.

WFS -Liquids       WFS-Offshore            DE          Common         5        0.00          100            100%
Company            Gathering
                   Company

                   WFS - Pipeline          DE          Common         3        0.00          100            100%
                   Company

                   HI-BOL Pipeline         DE          Common         2        0.00          100            100%
                   Company

Williams           Williams                DE            N/A         N/A        N/A          N/A            100%
Petroleum          Mid-South
Pipeline           Pipelines, LLC
Systems, Inc.

North Padre        Williams Gulf           DE            N/A         N/A        N/A          N/A            100%
Island Spindown,   Coast Gathering
Inc.               Company, LLC

Williams GP LLC    Williams Energy         DE           Units        N/A        N/A       7,830,924         100%
                   Partners L.P.
                   "B Units"

Williams Alaska    Williams Lynxs          AK            N/A         N/A        N/A          N/A            50%
Air Cargo          Alaska
Properties, LLC    Cargoport, LLC**


Longhorn           Longhorn                DE            N/A         N/A        N/A          N/A           31.49%
Enterprises of     Partners
Texas, Inc.        Pipeline, L.P.**
</Table>


<PAGE>
<Table>
<S>                <C>               <C>             <C>          <C>        <C>        <C>            <C>
Williams           Longhorn                DE            N/A         N/A        N/A          N/A           31.49%
Petroleum          Partners GP,
Services, LLC      L.L.C.**

                   Wiljet, L.L.C.**        AZ            N/A         N/A        N/A          N/A            50%
</Table>


* Each Pledgor is pledging all of the equity interests it owns or hereafter
acquires in each of its pledged Subsidiaries (except that Williams GP LLC is not
pledging the general partnership interests and incentive distribution rights it
owns in Williams Energy Partners L.P.). This column indicates the percent of
total equity interests in the pledged Subsidiary owned by this Pledgor as of the
date of this Agreement.

** Pledgor's pledge of the equity interests in this Subsidiary shall not be
effective until Pledgor has obtained all necessary consents in connection with
such pledge, as more fully described on Schedule XII of the L/C Credit
Agreement.

*** Such Pledgor's pledge of the equity interests in NewGP shall not be
effective until the occurrence of the formation of NewGP. Company covenants to
cause the formation of NewGP promptly following the execution of the Amendment.



<PAGE>



                                   SCHEDULE II
                               TO PLEDGE AGREEMENT

                               UCC FILING OFFICES



<Table>
<Caption>
                                                                     UCC Central Filing Offices of the
                                                                   Secretary of State for the Following
                            Entity                                               States
     ------------------------------------------------------ --------------------------------------------------
<S>           <C>                                           <C>
     A.       Juarez Pipeline Company                                              DE
     B.       Longhorn Enterprises of Texas, Inc.                                  DE
     C.       MAPCO Inc.                                                           DE
     D.       North Padre Island Spindown, Inc.                                    DE
     E.       The Williams Companies, Inc.                                         DE
     F.       WFS Gathering Company, L.L.C.                                        DE
     G.       WFS - Liquids Company                                                DE
     H.       WFS - NGL Pipeline Company, Inc.                                     DE
     I.       Williams Alaska Air Cargo Properties, LLC                            AK
     J.       Williams Alaska Petroleum, Inc.                                      AK
     K.       Williams Bio-Energy, LLC                                             DE
     L.       Williams Energy Marketing & Trading Company                          DE
     M.       Williams Energy Services, LLC                                        DE
     N.       Williams Express, Inc., a Delaware                                   DE
                corporation
     O.       Williams Field Services Group, Inc.                                  DE
     P.       Williams GP LLC                                                      DE
     Q.       Williams Merchant Services Company, Inc.                             DE
</Table>


<PAGE>
<Table>
<Caption>
                                                                     UCC Central Filing Offices of the
                                                                   Secretary of State for the Following
                            Entity                                               States
     ------------------------------------------------------ --------------------------------------------------
<S>           <C>                                           <C>
     R.       Williams Midstream Natural Gas Liquids, Inc.                         DE
     S.       Williams Natural Gas Liquids, Inc.                                   DE
     T.       Williams Olefins, L.L.C.                                             DE
     U.       Williams Petroleum Pipeline Systems, Inc.                            DE
     V.       Williams Petroleum Services, LLC                                     DE
     W.       Williams Refining & Marketing, L.L.C.                                DE
</Table>



<PAGE>



                                   SCHEDULE VI
                               TO PLEDGE AGREEMENT

                            FORM OF JOINDER AGREEMENT

                                JOINDER AGREEMENT
                          (name of joining subsidiary)

                               [---------, -----]

         [Joining Subsidiary], a [_________ corporation] (the "Subsidiary"),
hereby agrees with (a) CITIBANK, N.A., as collateral trustee for the benefit of
the holders of the Secured Obligations, (b) THE WILLIAMS COMPANIES, INC., a
Delaware corporation (the "Company") and (c) the other parties to the Security
Documents (as defined below), as follows:

         All capitalized terms used herein and not defined herein shall have the
meanings ascribed to such terms in the Amended and Restated Credit Agreement,
dated as of October 31, 2002, by and among The Williams Companies, Inc., the
various lenders as are or may become parties thereto; the Issuing Banks, and
Citicorp USA, Inc., as Agent and Collateral Agent (as further amended, modified,
supplemented, renewed, extended or restated from time to time, the "Credit
Agreement").

         In accordance with the terms of the [Security Agreement, Pledge
Agreement and Collateral Trust Agreement] (collectively, the "Security
Documents"), the Subsidiary hereby (a) [joins the Security Agreement as a party
thereto and assumes all the obligations of a Grantor (as defined in the Security
Agreement) under the Security Agreement], (b) [joins the Pledge Agreement as a
party thereto and assumes all the obligations of a Pledgor (as defined in the
Pledge Agreement) under the Pledge Agreement], (c) [joins the Collateral Trust
Agreement as a party thereto and assumes all the obligations of a Debtor (as
defined in the Collateral Trust Agreement) under the Collateral Trust
Agreement], (d) agrees to be bound by the provisions of the Security Documents
as if the Subsidiary had been an original party to the Security Documents, and
(e) confirms that, after joining the Security Documents as set forth above, the
representations and warranties set forth in each of the Credit Documents with
respect to the Subsidiary are true and correct in all material respects as of
the date of this Joinder Agreement.

         For purposes of notices under the Security Documents, the notice
address for the Subsidiary may be given to the Subsidiary by providing notice
addressed to [Subsidiary's Name] c/o The Williams Companies, Inc., in any manner
that notice is permitted to be given to the Company pursuant to the terms of the
Credit Agreement.

         [Schedule I and Schedule II to the Security Agreement are hereby
supplemented with the information set forth on Exhibit I to this Joinder
Agreement.]

         [Schedule I and Schedule II to the Pledge Agreement are hereby
supplemented with the information regarding the Subsidiary set forth on Exhibit
II to this Joinder Agreement.]



<PAGE>



         THIS WRITTEN AGREEMENT AND THE CREDIT DOCUMENTS REPRESENT THE FINAL
AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.


         THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.


         IN WITNESS WHEREOF this Joinder Agreement is executed and delivered as
of the ___ day of ____________,______.


                                            [Joining Subsidiary]



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



</TEXT>
</DOCUMENT>
