<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>7
<FILENAME>d04378a2exv99w1.txt
<DESCRIPTION>FORM OF LETTER OF TRANSMITTAL
<TEXT>
<PAGE>

                                                                    EXHIBIT 99.1

                          THE WILLIAMS COMPANIES, INC.

                             LETTER OF TRANSMITTAL

                         FOR TENDER OF ALL OUTSTANDING
                        8.125% NOTES DUE MARCH 15, 2012
                                IN EXCHANGE FOR
                        8.125% NOTES DUE MARCH 15, 2012
           THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
                                      AND
                        8.750% NOTES DUE MARCH 15, 2032
                                IN EXCHANGE FOR
                        8.750% NOTES DUE MARCH 15, 2032
           THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933


               PURSUANT TO THE PROSPECTUS DATED APRIL  -- , 2003


       THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,

                     NEW YORK CITY TIME, ON MAY -- , 2003,

                     UNLESS THE EXCHANGE OFFER IS EXTENDED.

                                      To:

                   JPMORGAN CHASE BANK (THE "EXCHANGE AGENT")



<Table>
<S>                             <C>                             <C>
 By Mail or Overnight Courier:         By Hand Delivery:          By Facsimile Transmission:
   Corporate Trust Services          GIS Unit Trust Window              (214) 468-6494
2001 Bryan Street -- 9th floor   4 New York Plaza -- 1st floor
      Dallas, Texas 75201          New York, New York 10004
    Attention: Frank Ivins          Attention: Frank Ivins
</Table>


                               For Information or
                                  Confirmation
                                 by Telephone:
                                 (214) 468-6464

     DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OR TRANSMISSION THEREOF TO A
FACSIMILE NUMBER OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID
DELIVERY. THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES, IS AT
THE RISK OF THE HOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN
RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. THE INSTRUCTIONS
ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS
LETTER OF TRANSMITTAL IS COMPLETED.


     The undersigned acknowledges that he or she has received the Prospectus,
dated April  -- , 2003 (the "Prospectus") of The Williams Companies, Inc. (the
"Company") and this Letter of Transmittal and the instructions hereto (the
"Letter of Transmittal"), which together constitute the Company's offer (the
"Exchange Offer") to exchange $1,000 principal amount of its 8.125% Notes due
March 15, 2012, that have been registered under the Securities Act of 1933, as
amended (the "Securities Act"), pursuant to a Registration Statement of which
the Prospectus is a part, for each $1,000 principal amount of its outstanding
8.125% Notes due March 15, 2012, of which $650,000,000 aggregate principal
amount is outstanding, and to exchange $1,000 principal amount of its 8.750%
Notes due March 15, 2032, that have been registered under the Securities Act,
pursuant to a Registration Statement of which the Prospectus is a part, for each
$1,000 principal amount of its outstanding 8.750% Notes due March 15, 2032, of
which

<PAGE>


$850,000,000 aggregate principal amount is outstanding, upon the terms and
subject to the conditions set forth in the Prospectus. The term "Expiration
Date" shall mean 5:00 p.m., New York City time, on May  -- , 2003, unless the
Company, in its sole discretion, extends the Exchange Offer, in which case the
term shall mean the latest date and time to which the Exchange Offer is extended
by the Company.



     For purposes of this Letter of Transmittal, the outstanding 8.125% Notes
due March 15, 2012 shall be defined as the "Outstanding 8.125% Notes" and the
outstanding 8.750% Notes due March 15, 2032 shall be defined as the "Outstanding
8.750% Notes," and the Outstanding 8.125% Notes and the Outstanding 8.750% Notes
shall be defined collectively as the "Outstanding Securities." The 8.125% Notes
due March 15, 2012, registered under the Securities Act shall be defined as the
"New 8.125% Notes "and the 8.750% Notes due March 15, 2032, registered under the
Securities Act shall be defined as the "New 8.750% Notes "and the New 8.125%
Notes and the New 8.750% Notes shall be defined collectively as the "New
Securities." All other capitalized terms used but not defined herein shall have
the same meanings given them in the Prospectus.



     This Letter of Transmittal is to be used either if (i) certificates
representing Outstanding Securities are to be physically delivered to the
Exchange Agent herewith by Holders, (ii) tender of Outstanding Securities is to
be made by book-entry transfer to an account maintained by the Exchange Agent at
The Depository Trust Company ("DTC"), pursuant to the procedures set forth in
"The Exchange Offer -- Procedures for Tendering Outstanding Securities" in the
Prospectus, by any financial institution that is a participant in DTC and whose
name appears on a security position listing as the owner of Outstanding
Securities, unless an Agent's Message (as defined below) is transmitted in lieu
hereof, or (iii) tender of Outstanding Securities is to be made according to the
guaranteed delivery procedures set forth in the Prospectus under "The Exchange
Offer -- Procedures for Tendering Outstanding Securities," unless an Agent's
Message is transmitted in lieu hereof. Delivery of this Letter of Transmittal
and any other required documents must be made to the Exchange Agent. DELIVERY OF
DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.


     The term "Holder" as used herein means any person in whose name Outstanding
Securities are registered on the books of the Company or any other person who
has obtained a properly completed bond power from the registered holder or any
person whose name appears on a security position listing provided by DTC as an
owner of Outstanding Securities.

     All Holders of Outstanding Securities who wish to tender their Outstanding
Securities must, prior to the Expiration Date: (1) complete, sign and deliver
this Letter of Transmittal, or a facsimile thereof, to the Exchange Agent, in
person or to the address set forth above, unless an Agent's Message is
transmitted in lieu hereof; and (2) tender (and not withdraw) his or her
Outstanding Securities or, if a tender of Outstanding Securities is to be made
by book-entry transfer to the account maintained by the Exchange Agent at DTC,
confirm such book-entry transfer (a "Book-Entry Confirmation"), in each case in
accordance with the procedures for tendering described in the instructions to
this Letter of Transmittal. Holders of Outstanding Securities whose certificates
are not immediately available, or who are unable to deliver their certificates
or Book-Entry Confirmation and all other documents required by this Letter of
Transmittal to be delivered to the Exchange Agent on or prior to the Expiration
Date, must tender their Outstanding Securities according to the guaranteed
delivery procedures set forth under the caption "The Exchange Offer - Procedures
for Tendering Outstanding Securities" in the Prospectus. (See Instruction 2.)

     Upon the terms and subject to the conditions of the Exchange Offer, the
acceptance for exchange of the Outstanding Securities validly tendered and not
withdrawn and the issuance of the New Securities will be made promptly following
the Expiration Date. For the purposes of the Exchange Offer, the Company shall
be deemed to have accepted for exchange validly tendered Outstanding Securities
when, as and if the Company has given oral (promptly confirmed in writing) or
written notice thereof to the Exchange Agent.

     The undersigned has completed, executed and delivered this Letter of
Transmittal to indicate the action the undersigned desires to take with respect
to the Exchange Offer.

                                        2
<PAGE>

     PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS CAREFULLY
BEFORE CHECKING ANY BOX BELOW. THE INSTRUCTIONS INCLUDED IN THIS LETTER OF
TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR
ADDITIONAL COPIES OF THE PROSPECTUS, THIS LETTER OF TRANSMITTAL AND THE NOTICE
OF GUARANTEED DELIVERY MAY BE DIRECTED TO THE EXCHANGE AGENT. (SEE INSTRUCTION
12 HEREIN.)

     HOLDERS WHO WISH TO ACCEPT THE EXCHANGE OFFER AND TENDER THEIR OUTSTANDING
SECURITIES MUST COMPLETE THIS LETTER OF TRANSMITTAL IN ITS ENTIRETY AND COMPLY
WITH ALL OF ITS TERMS, UNLESS AN AGENT'S MESSAGE IS TRANSMITTED IN LIEU HEREOF.

     List below the Outstanding Securities to which this Letter of Transmittal
relates. If the space provided below is inadequate, the Certificate Numbers and
Principal Amounts should be listed on a separate signed schedule, attached
hereto. The minimum permitted tender is $1,000 in principal amount of 8.125%
Notes due March 15, 2012 or 8.750% Notes due March 15, 2032. All other tenders
must be in integral multiples of $1,000.

<Table>
<Caption>

                                   DESCRIPTION OF 8.125% NOTES DUE MARCH 15, 2012
                                                                      (A)
    NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)*              CERTIFICATE           AGGREGATE PRINCIPAL AMOUNT
               (PLEASE FILL IN, IF BLANK)                          NUMBER(S)*          TENDERED (IF LESS THAN ALL)**
<S>                                                       <C>                          <C>

                                                            TOTAL PRINCIPAL AMOUNT OF
                                                            OUTSTANDING 8.125% NOTES
                                                            TENDERED
</Table>

<Table>
<Caption>

                                   DESCRIPTION OF 8.750% NOTES DUE MARCH 15, 2032
                                                                      (A)
    NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)*              CERTIFICATE           AGGREGATE PRINCIPAL AMOUNT
               (PLEASE FILL IN, IF BLANK)                          NUMBER(S)*          TENDERED (IF LESS THAN ALL)**
<S>                                                       <C>                          <C>

                                                            TOTAL PRINCIPAL AMOUNT OF
                                                            OUTSTANDING 8.750% NOTES
                                                            TENDERED
</Table>

*  Need not be completed by book-entry holders.

** Need not be completed by Holders who wish to tender with respect to all
   Outstanding Securities listed. A Holder will be deemed to have tendered all
   of such Holders' Outstanding Securities if no lesser amount is indicated.
   Outstanding Securities tendered hereby must be in denominations of principal
   amount of $1,000 and integral multiples thereof.

                                        3
<PAGE>

              PLEASE READ CAREFULLY THE ACCOMPANYING INSTRUCTIONS

                       SPECIAL REGISTRATION INSTRUCTIONS
                        (SEE INSTRUCTIONS 4, 5, 6 AND 7)

     To be completed ONLY if certificates for Outstanding Securities in a
principal amount not tendered, or New Securities issued in exchange for
Outstanding Securities accepted for exchange, are to be issued in the name of
someone other than the undersigned, or if Outstanding Securities delivered by
book-entry transfer which are not accepted for exchange are to be returned by
credit to an account maintained at DTC other than the account indicated on the
following page.

Issue Outstanding Securities and/or New Securities certificate(s) to:

Name
     --------------------------------------------------------------------------
                                    (PLEASE PRINT)

-------------------------------------------------------------------------------
                                 (PLEASE PRINT)

Address
        -----------------------------------------------------------------------

-------------------------------------------------------------------------------
                              (INCLUDING ZIP CODE)

-------------------------------------------------------------------------------
                 (TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)

[ ] Credit unexchanged Outstanding Securities delivered by book-entry transfer
    to the DTC account set forth below:

-------------------------------------------------------------------------------
                              (DTC ACCOUNT NUMBER)

                         SPECIAL DELIVERY INSTRUCTIONS
                        (SEE INSTRUCTIONS 4, 5, 6 AND 7)

     To be completed ONLY if certificates for Outstanding Securities in a
principal amount not tendered, or New Securities issued in exchange for
Outstanding Securities accepted for exchange, are to be delivered to someone
other than the undersigned.

Deliver Outstanding Securities and/or New Securities certificate(s) to:

Name
     --------------------------------------------------------------------------
                                    (PLEASE PRINT)

-------------------------------------------------------------------------------
                                 (PLEASE PRINT)

Address
        -----------------------------------------------------------------------

-------------------------------------------------------------------------------
                              (INCLUDING ZIP CODE)

-------------------------------------------------------------------------------
                 (TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)

                                        4
<PAGE>

     IMPORTANT:  THIS LETTER OF TRANSMITTAL OR A FACSIMILE HEREOF OR AN AGENT'S
MESSAGE IN LIEU HEREOF (TOGETHER WITH THE CERTIFICATE(S) FOR OUTSTANDING
SECURITIES OR A CONFIRMATION OF BOOK-ENTRY TRANSFER OF SUCH OUTSTANDING
SECURITIES AND ALL OTHER REQUIRED DOCUMENTS) OR, IF GUARANTEED DELIVERY
PROCEDURES ARE TO BE COMPLIED WITH, A NOTICE OF GUARANTEED DELIVERY, MUST BE
RECEIVED BY THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE.

[ ]  CHECK HERE IF OUTSTANDING SECURITIES ARE BEING DELIVERED BY DTC TO AN
     ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE THE
     FOLLOWING:

     Name of Tendering Institution
     ---------------------------------------------------------------------------

     Account Number
                  --------------------------------------------------------------

     Transaction Code Number
                             ---------------------------------------------------

     Holders whose Outstanding Securities are not immediately available or who
cannot deliver their Outstanding Securities and all other documents required
hereby to the Exchange Agent on or prior to the Expiration Date may tender their
Outstanding Securities according to the guaranteed delivery procedures set forth
in the Prospectus under the caption "The Exchange Offer -- Procedures for
Tendering Outstanding Securities." (See Instruction 2.)

[ ]  CHECK HERE IF OUTSTANDING SECURITIES ARE BEING DELIVERED PURSUANT TO A
     NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND
     COMPLETE THE FOLLOWING:

     Name(s) of Tendering
     Holder(s) -------------------------------------------------

     Date of Execution of Notice of Guaranteed
     Delivery --------------------------

     Name of Institution which Guaranteed
     Delivery -------------------------------

     Transaction Code Number
                           -----------------------------------------------------

[ ]  CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
     COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
     THERETO.

Name: --------------------------------------------------------------------------

Address: -----------------------------------------------------------------------

     If the undersigned is not a broker-dealer, the undersigned represents that
it is not engaged in, and does not intend to engage in, a distribution of New
Securities. If the undersigned is a broker-dealer that will receive New
Securities for its own account in exchange for Outstanding Securities that were
acquired as a result of market-making activities or other trading activities, it
acknowledges that it will deliver a prospectus in connection with any resale of
such New Securities; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.

                                        5
<PAGE>

                    NOTE: SIGNATURES MUST BE PROVIDED BELOW
                PLEASE READ ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

     Subject to the terms and conditions of the Exchange Offer, the undersigned
hereby tenders to The Williams Companies, Inc. (the "Company") the principal
amount of Outstanding Securities indicated above.

     Subject to and effective upon the acceptance for exchange of the principal
amount of Outstanding Securities tendered hereby in accordance with this Letter
of Transmittal, the undersigned sells, assigns and transfers to, or upon the
order of, the Company all right, title and interest in and to the Outstanding
Securities tendered hereby. The undersigned hereby irrevocably constitutes and
appoints the Exchange Agent as its true and lawful agent and attorney-in-fact
(with full knowledge that the Exchange Agent also acts as the agent of the
Company and as Trustee and Registrar under the indenture governing the New
Securities) with respect to the tendered Outstanding Securities with full power
of substitution (such power of attorney being deemed an irrevocable power
coupled with an interest), subject only to the right of withdrawal described in
the Prospectus, to (i) deliver certificates for such Outstanding Securities to
the Company or transfer ownership of such Outstanding Securities on the account
books maintained by DTC, together, in either such case, with all accompanying
evidences of transfer and authenticity to, or upon the order of, the Company and
(ii) present such Outstanding Securities for transfer on the books of the
Company and receive all benefits and otherwise exercise all rights of beneficial
ownership of such Outstanding Securities, all in accordance with the terms and
conditions of the Exchange Offer.

     The undersigned acknowledges that the Exchange Offer is being made in
reliance upon interpretive advice given by the staff of the Securities and
Exchange Commission to third parties in connection with transactions similar to
the Exchange Offer, so that the New Securities issued pursuant to the Exchange
Offer in exchange for the Outstanding Securities may be offered for resale,
resold and otherwise transferred by holders thereof (other than a broker-dealer
who purchased such Outstanding Securities directly from the Company for resale
pursuant to Rule 144A or any other available exemption under the Securities Act
or a person that is an "affiliate" of the Company within the meaning of Rule 405
under the Securities Act) without compliance with the registration and
prospectus delivery provisions of the Securities Act, provided that such New
Securities are acquired in the ordinary course of such holders' business and
such holders have no arrangement with any person to participate in the
distribution of such New Securities.

     The undersigned agrees that acceptance of any tendered Outstanding
Securities by the Company and the issuance of New Securities in exchange
therefor shall constitute performance in full by the Company of its obligations
under the registration rights agreement, (as referred to in the Prospectus) and
that, upon the issuance of the New Securities, the Company will have no further
obligations or liabilities thereunder (except in certain limited circumstances).

     The undersigned represents and warrants that (i) the New Securities
acquired pursuant to the Exchange Offer are being acquired in the ordinary
course of business of the person receiving New Securities (which shall be the
undersigned unless otherwise indicated in the box entitled "Special Delivery
Instructions" above) (the "Recipient"), (ii) neither the undersigned nor the
Recipient (if different) is engaged in, intends to engage in or has any
arrangement or understanding with any person to participate in the distribution
of such New Securities, and (iii) neither the undersigned nor the Recipient (if
different) is an "affiliate" of the Company as defined in Rule 405 under the
Securities Act. If the undersigned is not a broker-dealer, the undersigned
further represents that it is not engaged in, and does not intend to engage in,
a distribution of the New Securities. If the undersigned is a broker-dealer, the
undersigned further (x) represents that it acquired Outstanding Securities for
the undersigned's own account as a result of market-making activities or other
trading activities, (y) represents that it has not entered into any arrangement
or understanding with the Company or any "affiliate" of the Company (within the
meaning of Rule 405 under the Securities Act) to distribute the New Securities
to be received in the Exchange

                                        6
<PAGE>

Offer and (z) acknowledges that it will deliver a prospectus meeting the
requirements of the Securities Act (for which purposes delivery of the
Prospectus, as the same may be hereafter supplemented or amended, shall be
sufficient) in connection with any resale of New Securities received in the
Exchange Offer. Such a broker-dealer will not be deemed, solely by reason of
such acknowledgment and prospectus delivery, to admit that it is an
"underwriter" within the meaning of the Securities Act.

     The undersigned understands and agrees that the Company reserves the right
not to accept tendered Outstanding Securities from any tendering holder if the
Company determines, in its sole and absolute discretion, that certain conditions
precedent, as set forth in the Prospectus under the caption "The Exchange
Offer -- Conditions to the Exchange Offer," have not been satisfied.

     The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, exchange, assign and transfer the
Outstanding Securities tendered hereby and to acquire New Securities issuable
upon the exchange of such tendered Outstanding Securities, and that, when the
same are accepted for exchange, the Company will acquire good and unencumbered
title thereto, free and clear of all liens, restrictions, charges and
encumbrances and not subject to any adverse claim. The undersigned also warrants
that it will, upon request, execute and deliver any additional documents deemed
to be necessary or desirable by the Exchange Agent or the Company in order to
complete the exchange, assignment and transfer of tendered Outstanding
Securities or transfer of ownership of such Outstanding Securities on the
account books maintained by a book-entry transfer facility.

     The undersigned understands and acknowledges that the Company reserves the
right in its sole discretion to purchase or make offers for any Outstanding
Securities that remain outstanding subsequent to the Expiration Date or, as set
forth in the Prospectus under the caption "The Exchange Offer -- Procedures for
Tendering Outstanding Securities," to terminate the Exchange Offer and, to the
extent permitted by applicable law, purchase Outstanding Securities in the open
market, in privately negotiated transactions or otherwise. The terms of any such
purchases or offers could differ from the terms of the Exchange Offer.

     The undersigned understands that the Company may accept the undersigned's
tender by delivering oral (promptly confirmed in writing) or written notice of
acceptance to the Exchange Agent, at which time the undersigned's right to
withdraw such tender will terminate. For purposes of the Exchange Offer, the
Company shall be deemed to have accepted validly tendered Outstanding Securities
when, as and if the Company has given oral (which shall be promptly confirmed in
writing) or written notice thereof to the Exchange Agent.

     The undersigned understands that the first interest payment following the
Expiration Date will include unpaid interest on the Outstanding Securities
accrued through the date of issuance of the New Securities.

     The undersigned understands that tenders of Outstanding Securities pursuant
to the procedures described under the caption "The Exchange Offer -- Procedures
for Tendering Outstanding Securities" in the Prospectus and in the instructions
hereto will constitute a binding agreement between the undersigned and the
Company upon the terms and subject to the conditions of the Exchange Offer.

     The undersigned acknowledges that the Exchange Offer is subject to the more
detailed terms set forth in the Prospectus and, in case of any conflict between
the terms of the Prospectus and this Letter of Transmittal, the Prospectus shall
prevail.

     If any tendered Outstanding Securities are not accepted for exchange
pursuant to the Exchange Offer for any reason, certificates for any such
unaccepted Outstanding Securities will be returned (except as noted below with
respect to tenders through DTC), at the Company's cost and expense, to the
undersigned at the address shown below or at a different address as may be
indicated herein under "Special Delivery Instructions" as promptly as
practicable after the Expiration Date.

     All authority conferred or agreed to be conferred by this Letter of
Transmittal shall survive the death, incapacity or dissolution of the
undersigned, and every obligation of the undersigned under this Letter of
Transmittal shall be binding upon the undersigned's heirs, personal
representatives, successors and assigns.

                                        7
<PAGE>

This tender may be withdrawn only in accordance with the procedures set forth in
this Letter of Transmittal.

     By acceptance of the Exchange Offer, each broker-dealer that receives New
Securities pursuant to the Exchange Offer hereby acknowledges and agrees that
upon the receipt of notice by the Company of the happening of any event which
makes any statement in the Prospectus untrue in any material respect or which
requires the making of any changes in the Prospectus in order to make the
statements therein not misleading (which notice the Company agrees to deliver
promptly to such broker-dealer), such broker-dealer will suspend use of the
Prospectus until the Company has amended or supplemented the Prospectus to
correct such misstatement or omission and has furnished copies of the amended or
supplemented prospectus to such broker-dealer.

     Unless otherwise indicated under "Special Registration Instructions,"
please issue the certificates representing the New Securities issued in exchange
for the Outstanding Securities accepted for exchange and return any certificates
for Outstanding Securities not tendered or not exchanged, in the name(s) of the
undersigned (or, in either such event in the case of Outstanding Securities
tendered by DTC, by credit to the account of the undersigned at DTC). Similarly,
unless otherwise indicated under "Special Delivery Instructions," please send
the certificates representing the New Securities issued in exchange for the
Outstanding Securities accepted for exchange and any certificates for
Outstanding Securities not tendered or not exchanged (and accompanying
documents, as appropriate) to the undersigned at the address shown below the
undersigned's signature(s), unless, in either event, tender is being made
through DTC. In the event that both "Special Registration Instructions" and
"Special Delivery Instructions" are completed, please issue the certificates
representing the New Securities issued in exchange for the Outstanding
Securities accepted for exchange in the name(s) of, and return any certificates
for Outstanding Securities not tendered or not exchanged to, the person(s) so
indicated. The undersigned understands that the Company has no obligations
pursuant to the "Special Registration Instructions" or "Special Delivery
Instructions" to transfer any Outstanding Securities from the name of the
registered Holder(s) thereof if the Company does not accept for exchange any of
the Outstanding Securities so tendered.

     Holders who wish to tender the Outstanding Securities and (i) whose
Outstanding Securities are not immediately available or (ii) who cannot deliver
their Outstanding Securities, this Letter of Transmittal or an Agent's Message
in lieu hereof or any other documents required hereby to the Exchange Agent
prior to the Expiration Date, may tender their Outstanding Securities according
to the guaranteed delivery procedures set forth in the Prospectus under the
caption "The Exchange Offer -- Procedures for Tendering Outstanding Securities."
(See Instruction 2.)

                                        8
<PAGE>

                        PLEASE SIGN HERE WHETHER OR NOT
          OUTSTANDING SECURITIES ARE BEING PHYSICALLY TENDERED HEREBY
                    AND WHETHER OR NOT TENDER IS TO BE MADE
                 PURSUANT TO THE GUARANTEED DELIVERY PROCEDURES

     This Letter of Transmittal must be signed by the registered holder(s) as
their name(s) appear on the Outstanding Securities or, if tendered by a
participant in DTC, exactly as such participant's name appears on a security
listing as the owner of Outstanding Securities, or by person(s) authorized to
become registered holder(s) by a properly completed bond power from the
registered holder(s), a copy of which must be transmitted with this Letter of
Transmittal. If Outstanding Securities to which this Letter of Transmittal
relate are held of record by two or more joint holders, then all such holders
must sign this Letter of Transmittal. If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation or other
person acting in a fiduciary or representative capacity, then such person must
(i) set forth his or her full title below and (ii) unless waived by the Company,
submit evidence satisfactory to the Company of such person's authority so to
act. (See Instruction 4.)

<Table>
<S>                                              <C>
X
---------------------------------------------    ---------------------------------------------
                                                                     DATE
X
---------------------------------------------    ---------------------------------------------
  SIGNATURE(S) OF HOLDER(S) OR AUTHORIZED                            DATE
                SIGNATORY

Name(s):                                         Address:
        ------------------------------------             -------------------------------------

        ------------------------------------             -------------------------------------
                   (PLEASE PRINT)                                (INCLUDING ZIP CODE)

Capacity:                                        Area Code and Telephone Number:
          ----------------------------------                                    --------------
Social Security No.:
                    ------------------------
</Table>

                                        9
<PAGE>

                   PLEASE COMPLETE SUBSTITUTE FORM W-9 HEREIN

                    SIGNATURE GUARANTEE (SEE INSTRUCTION 1)
        CERTAIN SIGNATURES MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION

--------------------------------------------------------------------------------
             (Name Of Eligible Institution Guaranteeing Signatures)

--------------------------------------------------------------------------------
  (Address (Including Zip Code) And Telephone Number (Including Area Code) Of
                                     Firm)

--------------------------------------------------------------------------------
                             (Authorized Signature)

--------------------------------------------------------------------------------
                                 (Printed Name)

--------------------------------------------------------------------------------
                                    (Title)

Date:
---------------------------

                                        10
<PAGE>

                                  INSTRUCTIONS

         FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

     1. Guarantee of Signatures.  Signatures on this Letter of Transmittal need
not be guaranteed if (a) this Letter of Transmittal is signed by the registered
holder(s) of the Outstanding Securities tendered herewith and such holder(s)
have not completed the box set forth herein entitled "Special Registration
Instructions" or the box entitled "Special Delivery Instructions" or (b) such
Outstanding Securities are tendered for the account of an Eligible Institution.
(See Instruction 6.) Otherwise, all signatures on this Letter of Transmittal or
a notice of withdrawal, as the case may be, must be guaranteed by a member firm
of a registered national securities exchange or of the National Association of
Securities Dealers, Inc. or a commercial bank or trust company having an office
or correspondent in the United States (an "Eligible Institution"). All
signatures on bond powers and endorsements on certificates must also be
guaranteed by an Eligible Institution.

     2. Delivery of this Letter of Transmittal and Outstanding
Securities.  Certificates for all physically delivered Outstanding Securities or
confirmation of any book-entry transfer to the Exchange Agent at DTC of
Outstanding Securities tendered by book-entry transfer, as well as, in each case
(including cases where tender is affected by book-entry transfer), a properly
completed and duly executed copy of this Letter of Transmittal or facsimile
hereof or an Agent's Message in lieu thereof and any other documents required by
this Letter of Transmittal must be received by the Exchange Agent at its address
set forth herein prior to 5:00 p.m., New York City time, on the Expiration Date.

     The method of delivery of the tendered Outstanding Securities, this Letter
of Transmittal and all other required documents to the Exchange Agent is at the
election and risk of the Holder and the delivery will be deemed made only when
actually received by the Exchange Agent. If Outstanding Securities are sent by
mail, registered mail with return receipt requested, properly insured, is
recommended. In all cases, sufficient time should be allowed to ensure timely
delivery. No Letter of Transmittal or Outstanding Securities should be sent to
the Company.

     The Exchange Agent will make a request to establish an account with respect
to the Outstanding Securities at DTC for purposes of the Exchange Offer within
two business days after receipt of this Letter of Transmittal, and any financial
institution that is a participant in DTC may make book-entry delivery of
Outstanding Securities by causing DTC to transfer such Outstanding Securities
into the Exchange Agent's account at DTC in accordance with DTC's procedures for
transfer. However, although delivery of Outstanding Securities may be effected
through book-entry transfer at DTC, the Letter of Transmittal, with any required
signature guarantees or an Agent's Message (as defined below) in connection with
a book-entry transfer and any other required documents, must, in any case, be
transmitted to and received by the Exchange Agent at the address specified on
the cover page of the Letter of Transmittal on or prior to the Expiration Date
or the guaranteed delivery procedures described below must be complied with.

     A Holder may tender Outstanding Securities that are held through DTC by
transmitting its acceptance through DTC's Automatic Tender Offer Program, for
which the transaction will be eligible, and DTC will then edit and verify the
acceptance and send an Agent's Message to the Exchange Agent for its acceptance.
The term "Agent's Message" means a message transmitted by DTC to, and received
by, the Exchange Agent and forming part of the Book-Entry Confirmation, which
states that DTC has received an express acknowledgment from each participant in
DTC tendering the Outstanding Securities and that such participant has received
the Letter of Transmittal and agrees to be bound by the terms of the Letter of
Transmittal and the Company may enforce such agreement against such participant.

     Holders who wish to tender their Outstanding Securities and (i) whose
Outstanding Securities are not immediately available, or (ii) who cannot deliver
their Outstanding Securities, this Letter of Transmittal or any other documents
required hereby to the Exchange Agent prior to the Expiration Date or comply
with book-entry transfer procedures on a timely basis must tender their
Outstanding Securities according to the guaranteed delivery procedures set forth
in the Prospectus. See "Exchange Offer -- Procedures for Tendering Outstanding
Securities." Pursuant to such procedures: (i) such tender must be made by or

                                        11
<PAGE>


through an Eligible Institution; (ii) prior to the Expiration Date, the Exchange
Agent must have received from the Eligible Institution a properly completed and
duly executed Notice of Guaranteed Delivery (by facsimile transmission,
overnight courier, mail or hand delivery or an agent's message thereof) setting
forth the name and address of the Holder of the Outstanding Securities, the
certificate number or numbers of such Outstanding Securities and the principal
amount of Outstanding Securities tendered, stating that the tender is being made
thereby and guaranteeing that, within three New York Stock Exchange trading days
after the Expiration Date, this Letter of Transmittal (or facsimile hereof or an
Agent's Message in lieu hereof) together with the certificate(s) representing
the Outstanding Securities and any other required documents will be deposited by
the Eligible Institution with the Exchange Agent; and (iii) such properly
completed and executed Letter of Transmittal (or facsimile hereof or an Agent's
Message in lieu hereof), as well as all other documents required by this Letter
of Transmittal and the certificate(s) representing all tendered Outstanding
Securities in proper form for transfer (or a confirmation of book-entry transfer
of such Outstanding Securities into the Exchange Agent's account at DTC), must
be received by the Exchange Agent within three New York Stock Exchange trading
days after the Expiration Date, all in the manner provided in the Prospectus
under the caption "The Exchange Offer -- Procedures for Tendering Outstanding
Securities." Any Holder who wishes to tender his Outstanding Securities pursuant
to the guaranteed delivery procedures described above must ensure that the
Exchange Agent receives the Notice of Guaranteed Delivery prior to 5:00 p.m.,
New York City time, on the Expiration Date. Upon request to the Exchange Agent,
a Notice of Guaranteed Delivery will be sent to Holders who wish to tender their
Outstanding Securities according to the guaranteed delivery procedures set forth
above.


     All questions as to the validity, form, eligibility (including time of
receipt), acceptance of tendered Outstanding Securities, and withdrawal of
tendered Outstanding Securities will be determined by the Company in its sole
discretion, which determination will be final and binding. All tendering
holders, by execution of this Letter of Transmittal (or facsimile thereof or an
Agent's Message in lieu hereof), shall waive any right to receive notice of the
acceptance of the Outstanding Securities for exchange. The Company reserves the
absolute right to reject any and all Outstanding Securities not properly
tendered or any Outstanding Securities the Company's acceptance of which would,
in the opinion of counsel for the Company, be unlawful. The Company also
reserves the right to waive any irregularities or conditions of tender as to
particular Outstanding Securities. The Company's interpretation of the terms and
conditions of the Exchange Offer (including the instructions in this Letter of
Transmittal) shall be final and binding on all parties. Unless waived, any
defects or irregularities in connection with tenders of Outstanding Securities
must be cured within such time as the Company shall determine. Neither the
Company, the Exchange Agent nor any other person shall be under any duty to give
notification of defects or irregularities with respect to tenders of Outstanding
Securities, nor shall any of them incur any liability for failure to give such
notification. Tenders of Outstanding Securities will not be deemed to have been
made until such defects or irregularities have been cured to the Company's
satisfaction or waived. Any Outstanding Securities received by the Exchange
Agent that are not properly tendered and as to which the defects or
irregularities have not been cured or waived will be returned by the Exchange
Agent to the tendering Holders pursuant to the Company's determination, unless
otherwise provided in this Letter of Transmittal as soon as practicable
following the Expiration Date. The Exchange Agent has no fiduciary duties to the
Holders with respect to the Exchange Offer and is acting solely on the basis of
directions of the Company.

     3. Inadequate Space.  If the space provided is inadequate, the certificate
numbers and/or the number of Outstanding Securities should be listed on a
separate signed schedule attached hereto.

     4. Tender by Holder.  Only a Holder of Outstanding Securities may tender
such Outstanding Securities in the Exchange Offer. Any beneficial owner of
Outstanding Securities who is not the registered Holder and who wishes to tender
should arrange with such registered holder to execute and deliver this Letter of
Transmittal on such beneficial owner's behalf or must, prior to completing and
executing this Letter of Transmittal and delivering his Outstanding Securities,
either make appropriate arrangements to register ownership of the Outstanding
Securities in such beneficial owner's name or obtain a properly

                                        12
<PAGE>

completed bond power from the registered holder or properly endorsed
certificates representing such Outstanding Securities.

     5. Partial Tenders; Withdrawals.  Tenders of Outstanding Securities will be
accepted only in integral multiples of $1,000. If less than the entire principal
amount of any Outstanding Securities is tendered, the tendering Holder should
fill in the principal amount tendered in the third column of the box entitled
"Description of 8.125% Notes due March 15, 2012" and/or "Description of 8.750%
Notes due March 15, 2032" above. The entire principal amount of any Outstanding
Securities delivered to the Exchange Agent will be deemed to have been tendered
unless otherwise indicated. If the entire principal amount of all Outstanding
Securities is not tendered, then Outstanding Securities for the principal amount
of Outstanding Securities not tendered and a certificate or certificates
representing New Securities issued in exchange for any Outstanding Securities
accepted will be sent to the Holder at his or her registered address, unless a
different address is provided in the "Special Delivery Instructions" box above
on this Letter of Transmittal or unless tender is made through DTC, promptly
after the Outstanding Securities are accepted for exchange.

     Except as otherwise provided herein, tenders of Outstanding Securities may
be withdrawn at any time prior to 5:00 p.m., New York City time, on the
Expiration Date. To withdraw a tender of Outstanding Securities in the Exchange
Offer, a written or facsimile transmission notice of withdrawal must be received
by the Exchange Agent at its address set forth herein prior to 5:00 p.m., New
York City time, on the Expiration Date. Any such notice of withdrawal must (i)
specify the name of the person having deposited the Outstanding Securities to be
withdrawn (the "Depositor"), (ii) identify the Outstanding Securities to be
withdrawn (including the certificate number or numbers and principal amount of
such Outstanding Securities, or, in the case of Outstanding Securities
transferred by book-entry transfer the name and number of the account at DTC to
be credited), (iii) be signed by the Depositor in the same manner as the
original signature on the Letter of Transmittal by which such Outstanding
Securities were tendered (including any required signature guarantees) or be
accompanied by documents of transfer sufficient to have the Registrar with
respect to the Outstanding Securities register the transfer of such Outstanding
Securities into the name of the person withdrawing the tender and (iv) specify
the name in which any such Outstanding Securities are to be registered, if
different from that of the Depositor. All questions as to the validity, form and
eligibility (including time of receipt) of such notices will be determined by
the Company, whose determination shall be final and binding on all parties. Any
Outstanding Securities so withdrawn will be deemed not to have been validly
tendered for purposes of the Exchange Offer and no New Securities will be issued
with respect thereto unless the Outstanding Securities so withdrawn are validly
retendered. Any Outstanding Securities which have been tendered but which are
not accepted for exchange by the Company will be returned to the Holder thereof
without cost to such Holder as soon as practicable after withdrawal, rejection
of tender or termination of the Exchange Offer. Properly withdrawn Outstanding
Securities may be retendered by following one of the procedures described in the
Prospectus under "The Exchange Offer -- Procedures for Tendering Outstanding
Securities" at any time prior to the Expiration Date.

     6. Signatures on the Letter of Transmittal; Bond Powers and
Endorsements.  If this Letter of Transmittal (or facsimile hereof) is signed by
the registered holder(s) of the Outstanding Securities tendered hereby, the
signature must correspond with the name(s) as written on the face of the
Outstanding Security without alteration, enlargement or any change whatsoever.

     If any of the Outstanding Securities tendered hereby are owned of record by
two or more joint owners, all such owners must sign this Letter of Transmittal.

     If a number of Outstanding Securities registered in different names are
tendered, it will be necessary to complete, sign and submit as many copies of
this Letter of Transmittal as there are different registrations of Outstanding
Securities.

     If this Letter of Transmittal (or facsimile hereof) is signed by the
registered Holder or Holders (which term, for the purposes described herein,
shall include a person whose name appears on a DTC security listing as the owner
of the Outstanding Securities) of Outstanding Securities tendered and the
                                        13
<PAGE>

certificate or certificates for New Securities issued in exchange therefor is to
be issued (or any untendered principal amount of Outstanding Securities to be
reissued) to the registered Holder, then such Holder need not and should not
endorse any tendered Outstanding Securities, nor provide a separate bond power.
In any other case, such Holder must either properly endorse the Outstanding
Securities tendered or transmit a properly completed separate bond power with
this Letter of Transmittal with the signatures on the endorsement or bond power
guaranteed by an Eligible Institution.

     If this Letter of Transmittal (or facsimile hereof) is signed by a person
other than the registered Holder or Holders of any Outstanding Securities
listed, such Outstanding Securities must be endorsed or accompanied by
appropriate bond powers in each case signed as the name of the registered Holder
or Holders appears on the Outstanding Securities.

     If this Letter of Transmittal (or facsimile hereof) or any Outstanding
Securities or bond powers are signed by trustees, executors, administrators,
guardians, attorneys-in-fact, or officers of corporations or others acting in a
fiduciary or representative capacity, such persons should so indicate when
signing, and unless waived by the Company, evidence satisfactory to the Company
of their authority so to act must be submitted with this Letter of Transmittal.

     Endorsements on Outstanding Securities or signatures on bond powers
required by this Instruction 6 must be guaranteed by an Eligible Institution.

     7. Special Registration and Delivery Instructions.  Tendering Holders
should indicate, in the applicable box or boxes, the name and address to which
New Securities or substitute Outstanding Securities for principal amounts not
tendered or not accepted for exchange are to be issued or sent, if different
from the name and address of the person signing this Letter of Transmittal. In
the case of issuance in a different name, the taxpayer identification or social
security number of the person named must also be indicated.

     8. Backup Federal Income Tax Withholding and Substitute Form W-9.  Under
the federal income tax laws, payments that may be made by the Company on account
of New Securities issued pursuant to the Exchange Offer may be subject to backup
withholding. In order to avoid such backup withholding, each tendering holder
should complete and sign the Substitute Form W-9 included in this Letter of
Transmittal and either (a) provide the correct taxpayer identification number
("TIN") and certify, under penalties of perjury, that the TIN provided is
correct and that (i) the holder has not been notified by the Internal Revenue
Service (the "IRS") that the holder is subject to backup withholding as a result
of failure to report all interest or dividends or (ii) the IRS has notified the
holder that the holder is no longer subject to backup withholding; or (b)
provide an adequate basis for exemption. If the tendering holder has not been
issued a TIN and has applied for one, or intends to apply for one in the near
future, such holder should write "Applied For" in the space provided for the TIN
in Part I of the Substitute Form W-9, sign and date the Substitute Form W-9 and
sign the Certificate of Payee Awaiting Taxpayer Identification Number. If
"Applied For" is written in Part I, the Company (or the Paying Agent under the
indenture governing the New Securities) shall retain a portion of payments made
to the tendering holder during the sixty-day period following the date of the
Substitute Form W-9. If the Holder furnishes the Exchange Agent or the Company
with its TIN within sixty days after the date of the Substitute Form W-9, the
Company (or the Paying Agent) shall remit such amounts retained during the
sixty-day period to the Holder and no further amounts shall be retained or
withheld from payments made to the Holder thereafter. If, however, the Holder
has not provided the Exchange Agent or the Company with its TIN within such
sixty-day period, the Company (or the Paying Agent) shall remit such previously
retained amounts to the IRS as backup withholding. In general, if a Holder is an
individual, the TIN is the Social Security number of such individual. If the
Exchange Agent or the Company are not provided with the correct TIN, the Holder
may be subject to a $50 penalty imposed by the IRS. Certain Holders (including,
among others, certain corporations and certain foreign individuals) are not
subject to these backup withholding and reporting requirements. In order for a
foreign individual to qualify as an exempt recipient, such Holder must submit a
statement (generally, IRS Form W-8), signed under penalties of perjury,
attesting to that individual's exempt status. Such statements can be obtained
from the Exchange Agent.

                                        14
<PAGE>

For further information concerning backup withholding and instructions for
completing the Substitute Form W-9 (including how to obtain a taxpayer
identification number if you do not have one and how to complete the Substitute
Form W-9 if Outstanding Securities are registered in more than one name),
consult the enclosed Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.

     Failure to complete the Substitute Form W-9 will not, by itself, cause
Outstanding Securities to be deemed invalidly tendered, but may require the
Company (or the Paying Agent) to withhold a portion of the amount of any
payments made on account of the New Securities. Backup withholding is not an
additional federal income tax. Rather, the federal income tax liability of a
person subject to backup withholding will be reduced by the amount of tax
withheld. If backup withholding results in an overpayment of taxes, a refund may
be obtained from the IRS.

     9. Transfer Taxes.  The Company will pay all transfer taxes, if any,
applicable to the exchange of Outstanding Securities pursuant to the Exchange
Offer. If, however, certificates representing New Securities or Outstanding
Securities for principal amounts not tendered or accepted for exchange are to be
delivered to, or are to be registered in the name of, any person other than the
registered holder of the Outstanding Securities tendered hereby, or if tendered
Outstanding Securities are registered in the name of a person other than the
person signing this Letter of Transmittal, or if a transfer tax is imposed for
any reason other than the exchange of Outstanding Securities pursuant to the
Exchange Offer, then the amount of any such transfer taxes (whether imposed on
the registered holder or on any other persons) will be payable by the tendering
Holder. If satisfactory evidence of payment of such taxes or exemption therefrom
is not submitted with this Letter of Transmittal, the amount of such transfer
taxes will be billed directly to such tendering Holder. See the Prospectus under
"The Exchange Offer -- Transfer Taxes."

     Except as provided in this Instruction 9, it will not be necessary for
transfer tax stamps to be affixed to the Outstanding Securities listed in this
Letter of Transmittal.

     10. Waiver of Conditions.  The Company reserves the right, in its sole
discretion, to amend, waive or modify specified conditions in the Exchange Offer
in the case of any Outstanding Securities tendered.

     11. Mutilated, Lost, Stolen or Destroyed Outstanding Securities.  Any
tendering Holder whose Outstanding Securities have been mutilated, lost, stolen
or destroyed should contact the Exchange Agent at the address indicated herein
for further instructions.

     12. Requests for Assistance or Additional Copies.  Requests for assistance
and requests for additional copies of the Prospectus or this Letter of
Transmittal may be directed to the Exchange Agent at the address specified in
the Prospectus. Holders may also contact their broker, dealer, commercial bank,
trust company or other nominee for assistance concerning the Exchange Offer.

                           IMPORTANT TAX INFORMATION

     Under federal income tax laws, a Holder whose tendered Outstanding
Securities are accepted for payment is required to provide the Exchange Agent
(as payer) with such Holder's correct TIN on Substitute Form W-9 below or
otherwise establish a basis for exemption from backup withholding. If such
Holder is an individual, the TIN is his social security number. If the Exchange
Agent is not provided with the correct TIN, a $50 penalty may be imposed by the
IRS, and payments made pursuant to the Exchange Offer may be subject to backup
withholding.

     Certain Holders (including, among others, certain corporations and certain
foreign persons) are not subject to these backup withholding and reporting
requirements. Exempt Holders should indicate their exempt status on Substitute
Form W-9. A foreign person may qualify as an exempt recipient by submitting to
the Exchange Agent a properly completed IRS Form W-8, signed under penalties of
perjury, attesting to that Holder's exempt status. A Form W-8 can be obtained
from the Exchange Agent. See the enclosed "Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9" for additional
instructions.

                                        15
<PAGE>

     If backup withholding applies, the Exchange Agent is required to withhold a
portion of any payments made to the Holder or other payee. Backup withholding is
not an additional federal income tax. Rather, the federal income tax liability
of persons subject to backup withholding will be reduced by the amount of tax
withheld. If withholding results in an overpayment of taxes, a refund may be
obtained from the IRS.

PURPOSE OF SUBSTITUTE FORM W-9

     To prevent backup withholding on payments made with respect to the Exchange
Offer, the Holder is required to provide the Exchange Agent with either: (i) the
Holder's correct TIN by completing the Substitute Form W-9 below, certifying
that the TIN provided on Substitute Form W-9 is correct (or that such Holder is
awaiting a TIN) and that (A) the Holder has not been notified by the IRS that
the Holder is subject to backup withholding as a result of failure to report all
interest or dividends or (B) the IRS has notified the Holder that the Holder is
no longer subject to backup withholding or (ii) an adequate basis for exemption.

WHAT NUMBER TO GIVE THE EXCHANGE AGENT

     The Holder is required to give the Exchange Agent the TIN (e.g., social
security number or employer identification number) of the registered Holder of
the Outstanding Securities. If the Outstanding Securities are held in more than
one name or are held not in the name of the actual owner, consult the enclosed
"Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9" for additional guidance on which number to report.

                                        16
<PAGE>

                    TO BE COMPLETED BY ALL TENDERING HOLDERS
                              (SEE INSTRUCTION 8)

                                                      Department of the Treasury
                                                        INTERNAL REVENUE SERVICE

<Table>
<S>                      <C>                                                 <C>
--------------------------------------------------------------------------------------------------------------------
                                     PAYER'S NAME: THE WILLIAMS COMPANIES, INC.
--------------------------------------------------------------------------------------------------------------------
 SUBSTITUTE               PART I -- Taxpayer Identification Number (TIN)
                                                                                     Social Security Number
 FORM W-9                 Enter your TIN in the appropriate box. For          ------------------------------------
 DEPARTMENT OF            individuals, this is your social security number                     or
 THE TREASURY             (SSN). For sole proprietors, see the instructions      Employer Identification Number
 INTERNAL REVENUE         in the enclosed Guidelines. For other entities, it  ------------------------------------
 SERVICE                  is your employer identification number (EIN). If
                          you do not have a number, see How to Get a TIN in
 REQUEST FOR TAXPAYER     the enclosed Guidelines.
 IDENTIFICATION NUMBER
 AND CERTIFICATION        NOTE: If the account is in more than one name, see
                          the chart on page 2 of the enclosed Guidelines for
                          instructions on whose number to enter.
                         ------------------------------------------------------------------------------------------
                          PART II -- For Payees Exempt from Backup Withholding
                          (See Part II instructions in the enclosed Guidelines)
--------------------------------------------------------------------------------------------------------------------
 PART III -- Certification -- UNDER PENALTIES OF PERJURY, I CERTIFY THAT:
 (1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be
     issued to me), and
 (2) I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been
     notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure
     to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup
     withholding.
 Signature ------------------------------                                                  Date --------------------
--------------------------------------------------------------------------------------------------------------------
</Table>

CERTIFICATION INSTRUCTIONS.--You must cross out item 2 above if you have been
notified by the IRS that you are currently subject to backup withholding because
you have failed to report all interest or dividends on your tax return. For real
estate transactions, item 2 does not apply. For mortgage interest paid, the
acquisition or abandonment of secured property, cancellation of debt,
contributions to an individual retirement arrangement (IRA), and generally
payments other than interest and dividends, you are not required to sign the
Certification, but you must provide your correct TIN.

         CERTIFICATION OF PAYEE AWAITING TAXPAYER IDENTIFICATION NUMBER

     I certify, under penalties of perjury, that a Taxpayer Identification
Number has not been issued to me, and that I mailed or delivered an application
to receive a Taxpayer Identification Number to the appropriate Internal Revenue
Service Center or Social Security Administration Office (or I intend to mail or
deliver an application in the near future). I understand that if I do not
provide a Taxpayer Identification Number to the payer, a portion of all payments
made to me on account of the New Notes shall be retained until I provide a
Taxpayer Identification Number to the payer and that, if I do not provide my
Taxpayer Identification Number within sixty days, such retained amounts shall be
remitted to the Internal Revenue Service as backup withholding and a portion of
all reportable payments made to me thereafter will be withheld and remitted to
the Internal Revenue Service until I provide a Taxpayer Identification Number.

<Table>
<S>                                             <C>
-----------------------------------------       -----------------------------------------
                SIGNATURE                                         DATE
</Table>

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
      OF A PORTION OF ANY PAYMENTS MADE TO YOU ON ACCOUNT OF THE NEW NOTES.
      PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
      IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

                                        17

</TEXT>
</DOCUMENT>
