<PAGE>
                                                                    EXHIBIT 3(d)

                            REORGANIZATION AGREEMENT

         THIS REORGANIZATION AGREEMENT, dated as of March 4, 2002, is entered
into by and among Williams Energy Partners L.P., a Delaware limited partnership
(the "MLP"), Williams OLP, L.P., a Delaware limited partnership (the "OLP"),
Williams GP LLC, a Delaware limited liability company ("GP LLC") and Williams GP
Inc., a Delaware corporation ("GP Inc.").

                                    RECITALS

         WHEREAS, GP LLC owns a 1% general partner interest in the MLP and a
1.0101% general partner interest in the OLP;

         WHEREAS, the parties to this Agreement have determined that it would be
in their best interests to reorganize the equity ownership structure of the OLP
such that the OLP becomes a 100%-owned subsidiary of the MLP;

         WHEREAS, in order to accomplish the objectives and purposes in the
preceding recital, prior to the date hereof, the MLP has formed GP Inc. and
contributed $1,000 in exchange for all of the capital stock in GP Inc.;

         NOW, THEREFORE, in consideration of their mutual undertakings and
agreements hereunder, the parties to this Agreement undertake and agree as
follows:

                                   ARTICLE I

                                   DEFINITIONS

         1.1 Definitions. In addition to the capitalized terms defined in the
opening paragraph of this Agreement, the following capitalized terms shall have
the meanings given below.

                  "Agreement" means this Reorganization Agreement.

                  "Delaware Act" means the Delaware Revised Uniform Limited
Partnership Act.

                  "MLP Partnership Agreement" means the Amended and Restated
Agreement of Limited Partnership of Williams Energy Partners L.P. dated as of
February 9, 2001, as the same may be amended or restated pursuant to the terms
hereof.

                  "OLP Partnership Agreement" means the Amended and Restated
Agreement of Limited Partnership of Williams OLP, L.P. dated as of February 9,
2001, as the same may be amended or restated pursuant to the terms hereof.

                  "Revised OLP General Partner Interest" has the meaning set
forth in Section 2.1.

                  "Revised OLP Limited Partner Interest" has the meaning set
forth in Section 2.2.



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                                   ARTICLE II

                          CONTRIBUTIONS AND ASSIGNMENTS

         2.1 Contribution by the MLP to GP Inc. The MLP hereby grants,
contributes, transfers and conveys to GP Inc., its successors and assigns, all
right, title and interest in and to a .001% limited partner interest in the OLP
(the "Revised OLP General Partner Interest") and GP Inc. hereby accepts the
Revised OLP General Partner Interest as a contribution to the capital of GP Inc.

         2.2 Recharacterization of Interests. Effective contemporaneously with
contribution of the Revised OLP General Partner Interest pursuant to Section 2.1
hereof, (i) the Revised OLP General Partner Interest shall be recharacterized as
a general partner interest and (ii) the 1.0101% general partner interest held by
GP LLC in the OLP (the "Revised OLP Limited Partner Interest") shall be
recharacterized as a limited partner interest. The OLP hereby acknowledges
receipt of the opinion of counsel required in Section 4.2 of the OLP Partnership
Agreement.

         2.3 Contribution by GP LLC to the MLP. Effective contemporaneously with
the contribution of the Revised OLP General Partner Interest pursuant to Section
2.1 hereof and the recharacterization of interests pursuant to Section 2.2
hereof, GP LLC hereby grants, contributes, transfers, assigns and conveys to the
MLP, its successors and assigns, all right, title and interest of GP LLC in and
to the Revised OLP Limited Partner Interest, and the MLP hereby accepts the
Revised OLP Limited Partner Interest, as a contribution to the capital of the
MLP in exchange for the increase in the general partner interest of GP LLC in
the MLP as set forth in Section 5.2 hereof.

                                  ARTICLE III

                    SUCCESSION OF GENERAL PARTNER OF THE OLP

         3.1 Withdrawal of GP LLC as General Partner of OLP. Effective
contemporaneously with the contribution of the Revised OLP General Partner
Interest pursuant to Section 2.1 hereof, the recharacterization of interests
pursuant to Section 2.2 hereof and pursuant to Section 11.1 of the OLP
Partnership Agreement, GP LLC hereby ceases to be and withdraws as general
partner of the OLP and proposes GP Inc. to act and serve as sole general partner
of the OLP. The OLP acknowledges receipt of the opinion of counsel required in
Section 11.1(b) of the OLP Partnership Agreement.

         3.2 GP Inc. as Successor General Partner of OLP. Effective
contemporaneously with (i) GP Inc.'s acceptance of the contributions to GP Inc.
of the Revised OLP General Partner Interest pursuant to Section 2.1 and the
recharacterization of such interest pursuant to Section 2.2 and (ii) the
cessation and withdrawal of GP LLC as general partner of the OLP, GP Inc.
accepts and agrees to duly and timely pay, perform and discharge the rights,
duties and obligations of the general partner of the OLP and all of the terms
and conditions of the OLP Partnership Agreement in accordance with Section 10.4
of the OLP Partnership Agreement, and GP Inc. agrees to serve as general partner
of the OLP and to be bound by the OLP Partnership Agreement (and, to the extent
applicable, the MLP Partnership Agreement), as each is amended



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<PAGE>


by this Agreement or as may be further amended by the terms of the respective
partnership agreement, and GP Inc. is hereby admitted as the successor general
partner of the OLP.

                                   ARTICLE IV

            ASSUMPTION OF AND INDEMNIFICATION FOR CERTAIN LIABILITIES

         4.1 Assumption of Certain Liabilities and Obligations of GP LLC by GP
Inc. In connection with the transfer of the Revised OLP General Partner Interest
and the succession by GP Inc. as general partner of the OLP, GP Inc. hereby
assumes and agrees to duly and timely pay, perform and discharge all liabilities
and obligations of the OLP to the full extent (and only to the extent) that GP
LLC, as general partner of the OLP, has been or would have been in the future,
were it not for the execution and delivery of this Agreement, obligated to pay,
perform and discharge such liabilities and obligations

                                   ARTICLE V

                      AMENDMENTS TO PARTNERSHIP AGREEMENTS

         5.1 Amendments to the OLP Partnership Agreement. In order to further
the purposes of this Agreement, each of GP LLC, as withdrawing general partner
of the OLP, GP Inc., as successor general partner of the OLP, and the MLP, as
limited partner of the OLP, hereby approve and adopt the following amendments to
the OLP Partnership Agreement in accordance with Article XIII thereof:

                  (a) Article I - Definitions is hereby amended by adding or
         amending the definitions of the following terms to read in their
         entirety as follows:

                           "Conflicts Committee" means a committee of the board
                  of directors of the MLP General Partner composed entirely of
                  two or more directors who are neither security holders,
                  officers nor employees of the MLP General Partner nor
                  officers, directors or employees of any Affiliate of such
                  entity.

                           "General Partner" means Williams GP Inc. and its
                  successors and permitted assigns as general partner of the
                  Partnership.

                           "GP Reorganization Agreement" means the
                  Reorganization Agreement, dated as of March 4, 2002 among the
                  Partnership, the MLP, the General Partner and the MLP General
                  Partner.

                           "MLP General Partner" means Williams GP LLC and its
                  successors and permitted assigns in its capacity as general
                  partner of the MLP.

                           "Percentage Interest" means as of the date of such
                  determination (a) as to the General Partner, 0.001% and (b) as
                  to the MLP, 99.999%.

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



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<PAGE>

                           "Transfer" has the meaning assigned to such term in
                  Section 4.1(a).

                  (b) Section 4.2 is hereby amended to read in its entirety as
         follows:

                           "Section 4.2 Transfer of General Partner's
                  Partnership Interest.

                           No provision of this Agreement shall be construed to
                  prevent (and the Limited Partners do hereby expressly consent
                  to) (i) the transfer by the General Partner of all or a
                  portion of its General Partner Interest to one or more
                  Affiliates, which transferred General Partner Interest, to the
                  extent not transferred to a successor General Partner, shall
                  constitute a Limited Partner Interest or (ii) the transfer by
                  the General Partner, in whole and not in part, of its General
                  Partner Interest upon its merger, consolidation or other
                  combination into any other Person or the transfer by it of all
                  or substantially all of its assets to another Person if, in
                  the case of a transfer described in either clause (i) or (ii)
                  of this sentence, the rights and duties of the General Partner
                  with respect to the General Partner Interest so transferred,
                  or the rights and duties of a Limited Partner with respect to
                  the Limited Partner Interest so transferred, are assumed by
                  the transferee and the transferee agrees to be bound by the
                  provisions of this Agreement; provided, however, that in
                  either such case, the transferee is primarily controlled,
                  directly or indirectly, by the MLP General Partner or any
                  Person primarily controlling, directly or indirectly, the MLP
                  General Partner; provided, further that in either such case,
                  such transferee furnishes to the Partnership an Opinion of
                  Counsel that such merger, consolidation, combination, transfer
                  or assumption will not result in a loss of limited liability
                  of the Limited Partners or cause the Partnership to be taxable
                  as a corporation or otherwise taxed as an entity for federal
                  income tax purposes. In the case of a transfer pursuant to
                  this Section 4.2 to a Person proposed as a successor general
                  partner of the Partnership, the transferee or successor (as
                  the case may be) shall be admitted to the Partnership as the
                  General Partner immediately prior to the transfer of the
                  Partnership Interest, and the business of the Partnership
                  shall continue without dissolution."

                  (c) Section 5.3 is hereby amended change the term "1.0101" to
         "0.001" and to change the term "98.9899" to "99.999."

                  (d) Section 6.1(a)(ii) is hereby amended to read in its
         entirety as follows:

                           "Second, 100% to the General Partner and the Limited
                  Partners in accordance with their respective Percentage
                  Interests."

                  (e) Section 6.1(b)(i) is hereby amended to read in its
         entirety as follows:

                           "First, 100% to the General Partner and the Limited
                  Partners in accordance with their respective Percentage
                  Interests; provided, however, that the Net Losses shall not be
                  allocated to a Limited Partner pursuant to this Section
                  6.1(b)(i) to the extent that such allocation would cause a
                  Limited Partner to have deficit balance in its Adjusted
                  Capital Account at the end of such taxable year (or



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                  increase any existing deficit balance in such Limited
                  Partner's Adjusted Capital Account);"

                  (f) Section 6.1(c)(i)(B) is hereby amended to read in its
         entirety as follows:

                           "Second, 100% to the General Partner and the Limited
                  Partners in accordance with their respective Percentage
                  Interests."

                  (g) The last sentence of Section 7.3(b) is hereby amended to
         read in its entirety as follows:

                           "Without the approval of at least a Unit Majority,
                  the General Partner shall not (i) consent to any amendment to
                  this Agreement or except as expressly permitted by Section
                  7.9(d) of the MLP Agreement, take any action permitted to be
                  taken by a Partner, in either case, that would have a material
                  adverse effect on the MLP as a Partner or (ii) except as
                  permitted under Sections 4.2, 11.1 and 11.2 of this Agreement,
                  elect a successor general partner of the Partnership."

                  (h) The last sentence of Section 7.9(b) is hereby amended to
         change the term "1.0101%" to "0.001%."

                  (i) Section 11.1(a)(iv) is hereby deleted in its entirety and
         replaced with the word "[Reserved]".

                  (j) The second sentence of Section 11.1(b) is hereby amended
         to read in its entirety as follows:

                           "If the General Partner gives a notice of withdrawal
                  pursuant to Section 11.1(a)(i) hereof, the Limited Partners
                  may, prior to the effective date of such withdrawal, elect a
                  successor General Partner."

                  (k) Section 11.2 is hereby amended to read in its entirety as
         follows:

                           "Section 11.2 Removal of the General Partner. The
                  General Partner may be removed by the holders of a majority of
                  the Limited Partner Interests. If the General Partner is
                  removed pursuant to this Section 11.2, the Limited Partners
                  may, prior to the effective date of such removal, elect a
                  successor General Partner. The admission of any such successor
                  General Partner to the Partnership shall be subject to the
                  provisions of Section 10.4."

                  (l) Section 11.3(a) is hereby amended to delete the
         parenthetical in the first sentence and to add a new third sentence
         that reads in its entirety as follows:

                           "Notwithstanding the foregoing, an assignment of all
                  or any portion of a General Partner's (or Departing General
                  Partner's) Partnership Interest to the MLP as Limited Partner,
                  or to any other Person (other than an individual) the
                  ownership interest of which is then transferred to the MLP,
                  can be made in exchange for an increased interest in the MLP
                  and in lieu of a cash purchase."



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<PAGE>

                  (m) Article XV is hereby amended to add the following
         immediately after Section 15.10.

                           "Section 15.11 Amendments to Reflect GP
                  Reorganization Agreement. In addition to the amendments to
                  this Agreement contained in the GP Restructuring Agreement and
                  notwithstanding any other provision of this Agreement to the
                  contrary, this Agreement shall be deemed to be further amended
                  and modified to the extent necessary, but only to the extent
                  necessary, to carry out the purposes and intent of the GP
                  Reorganization Agreement."

         5.2 Amendments to MLP Partnership Agreement. In order to further the
purposes of this Agreement and to evidence the increased interest of the general
partner in the MLP issued in exchange for the contributions to the MLP made
pursuant to Article II hereof, GP LLC, as general partner of the MLP, having
determined that the following amendments would not materially adversely affect
the limited partners of the MLP, hereby exercises its rights and powers to amend
the MLP Partnership Agreement without the approval of any limited partner or
assignee pursuant to Section 13.1(d)(i) of the MLP Partnership Agreement, hereby
approves and adopts the following amendments to the MLP Partnership Agreement in
accordance with Article XIII thereof:

                  (a) Section 1.1 is hereby amended by amending the definitions
         of the following terms to read in their entirety as follows:

                           "GP Reorganization Agreement" means the
                  Reorganization Agreement, dated as of March 4, 2002, among the
                  Partnership, the Operating Partnership, the General Partner
                  and the Operating General Partner.

                           "Operating General Partner" means Williams GP Inc., a
                  Delaware corporation and wholly owned subsidiary of the
                  Partnership, and any successors and permitted assigns as the
                  general partner of the Operating Partnership.

                           "Operating Partnership" means Williams OLP, L.P., a
                  Delaware limited partnership, and such other Persons that are
                  treated as partnerships for federal income tax purposes that
                  are majority-owned by the Partnership and controlled by the
                  Partnership (whether by direct or indirect ownership of the
                  general partner of such Person or otherwise) and established
                  or acquired for the purpose of conducting the business of the
                  Partnership.

                           "Operating Partnership Agreement" means the agreement
                  of limited partnership of any Operating Partnership that is a
                  limited partnership, or any limited liability company
                  agreement of any Operating Partnership that is a limited
                  liability company that is treated as a partnership for federal
                  income tax purposes, as such may be amended, supplemented or
                  restated from time to time.

                           "Percentage Interest" means as of the date of such
                  determination (a) as to the General Partner, 2% and (b) as to
                  any Limited Partner or Assignee holding Units, the product of
                  (i) 98% multiplied by (ii) the quotient of (x) the number of
                  Units held by such Limited Partner or Assignee divided by (y)
                  the total number of



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<PAGE>

                  all Units then Outstanding; provided, however, that following
                  any issuance of additional Units by the Partnership in
                  accordance with Section 5.6 hereof, proper adjustment shall be
                  made to the Percentage Interest represented by each Unit to
                  reflect such issuance. The Percentage Interest with respect to
                  an Incentive Distribution Right shall at all times be zero.

                  (b) The definition of Subordination Period in Section 1.1 is
         hereby amended to delete the phrase "and on the general partner
         interest in the Operating Partnership" in clause (a)(i).

                  (c) Section 4.6(c)(i) is hereby amended to delete the phrase
         "and the Operating Partnership Agreement" both places it appears.

                  (d) Section 4.8(b) is hereby amended to delete the phrase "or
         Operating Partnership" in the first sentence.

                  (e) Section 5.2(b) is hereby amended to change the term
         "1/99th" to "2%."

                  (f) Section 5.8(a)(ii) and Section 5.8(b)(ii) are each hereby
         amended to delete the phrase "and the Operating Partnerships" in the
         last line of each section.

                  (g) Section 6.1(a)(ii), Section 6.1(b)(i) and Section
         6.1(b)(ii) are each hereby amended to change the term "1%" to "2%" and
         to change the term "99%" to "98%."

                  (h) Section 6.1(c)(i) is hereby amended to read in its
         entirety as follows:

                           "(i) If a Net Termination Gain is recognized (or
                  deemed recognized pursuant to Section 5.5(d)), such Net
                  Termination Gain shall be allocated between the General
                  Partner and the Limited Partners in the following manner (and
                  the Capital Accounts of the Partners shall be increased by the
                  amount so allocated in each of the following subclauses, in
                  the order listed, before an allocation is made pursuant to the
                  next succeeding subclause):

                                    (A) First, to each Partner having a deficit
                           balance in its Capital Account, in the proportion
                           that such deficit balance bears to the total deficit
                           balances in the Capital Accounts of all Partners,
                           until each such Partner has been allocated Net
                           Termination Gain equal to any such deficit balance in
                           its Capital Account;

                                    (B) Second, 100% to the General Partner and
                           to all Limited Partners, in accordance with their
                           respective Percentage Interests, until the Capital
                           Account in respect of each Unit then Outstanding is
                           equal to the sum of (1) its Unrecovered Capital plus
                           (2) the Minimum Quarterly Distribution for the
                           Quarter during which the Liquidation Date occurs,
                           reduced by any distribution pursuant to Section
                           6.4(a)(i) or (b)(i) with respect to such Common Unit
                           for such Quarter (the amount determined pursuant to
                           this clause (2) is hereinafter defined as the "Unpaid
                           MQD") plus (3) any then existing Cumulative Common
                           Unit Arrearage;



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<PAGE>

                                    (C) Third, if such Net Termination Gain is
                           recognized (or is deemed to be recognized) prior to
                           the expiration of the Subordination Period, 100% to
                           the General Partner and to all Limited Partners, in
                           accordance with their respective Percentage Interests
                           until the Capital Account in respect of each
                           Subordinated Unit then Outstanding equals the sum of
                           (1) its Unrecovered Capital, determined for the
                           taxable year (or portion thereof) to which this
                           allocation of gain relates, plus (2) the Minimum
                           Quarterly Distribution for the Quarter during which
                           the Liquidation Date occurs, reduced by any
                           distribution pursuant to Section 6.4(a)(iii) with
                           respect to such Subordinated Unit for such Quarter;

                                    (D) Fourth, 85% to all Unitholders, Pro
                           Rata, 13% to the holders of the Incentive
                           Distribution Rights, Pro Rata, and 2% to the General
                           Partner until the Capital Account in respect of each
                           Common Unit then Outstanding is equal to the sum of
                           (1) its Unrecovered Capital, plus (2) the Unpaid MQD,
                           plus (3) any then existing Cumulative Common Unit
                           Arrearage, plus (4) the excess of (aa) the First
                           Target Distribution less the Minimum Quarterly
                           Distribution for each Quarter of the Partnership's
                           existence over (bb) the cumulative per Unit amount of
                           any distributions of Operating Surplus that was
                           distributed pursuant to Sections 6.4(a)(iv) and
                           6.4(b)(ii) (the sum of (1) plus (2) plus (3) plus (4)
                           is hereinafter defined as the "First Liquidation
                           Target Amount");

                                    (E) Fifth, 75% to all Unitholders, Pro Rata,
                           23% to the holders of the Incentive Distribution
                           Rights, Pro Rata, and 2% to the General Partner until
                           the Capital Account in respect of each Common Unit
                           then Outstanding is equal to the sum of (1) the First
                           Liquidation Target Amount, plus (2) the excess of
                           (aa) the Second Target Distribution less the First
                           Target Distribution for each Quarter of the
                           Partnership's existence over (bb) the cumulative per
                           Unit amount of any distributions of Operating Surplus
                           that was distributed pursuant to Sections 6.4(a)(v)
                           and 6.4(b)(iii) (the sum of (1) plus (2) is
                           hereinafter defined as the "Second Liquidation Target
                           Amount"); and

                                    (F) Finally, any remaining amount 50% to all
                           Unitholders, Pro Rata, 48 % to the holders of the
                           Incentive Distribution Rights, Pro Rata, and 2% to
                           the General Partner."

                  (i) Section 6.1(c)(ii)(A) and Section 6.1(c)(ii)(B) are each
         hereby amended to change the term "99%" to "98%" and to change the term
         "1%" to "99%."

                  (j) Sections 6.4 and 6.5 are hereby amended to read in their
         entirety as follows:

                          "Section 6.4 Distributions of Available Cash from
                  Operating Surplus.



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<PAGE>

                           (a) During Subordination Period. Available Cash with
                  respect to any Quarter within the Subordination Period that is
                  deemed to be Operating Surplus pursuant to the provisions of
                  Section 6.3 or 6.5 shall, subject to Section 17-607 of the
                  Delaware Act, be distributed as follows, except as otherwise
                  required by Section 5.6(b) in respect of additional
                  Partnership Securities issued pursuant thereto:

                           (i)      First, 98% to the Unitholders holding Common
                                    Units, Pro Rata, and 2% to the General
                                    Partner until there has been distributed in
                                    respect of each Common Unit then Outstanding
                                    an amount equal to the Minimum Quarterly
                                    Distribution for such Quarter;

                           (ii)     Second, 98% to the Unitholders holding
                                    Common Units, Pro Rata, and 2% to the
                                    General Partner until there has been
                                    distributed in respect of each Common Unit
                                    then Outstanding an amount equal to the
                                    Cumulative Common Unit Arrearage existing
                                    with respect to such Quarter;

                           (iii)    Third, 98% to the Unitholders holding
                                    Subordinated Units, Pro Rata, and 2% to the
                                    General Partner until there has been
                                    distributed in respect of each Subordinated
                                    Unit then Outstanding an amount equal to the
                                    Minimum Quarterly Distribution for such
                                    Quarter;

                           (iv)     Fourth, 85% to all Unitholders, Pro Rata,
                                    13% to the holders of the Incentive
                                    Distribution Rights, Pro Rata, and 2% to the
                                    General Partner until there has been
                                    distributed in respect of each Unit then
                                    Outstanding an amount equal to the excess of
                                    the First Target Distribution over the
                                    Minimum Quarterly Distribution for such
                                    Quarter;

                           (v)      Fifth, 75% to all Unitholders, Pro Rata, 23%
                                    to the holders of the Incentive Distribution
                                    Rights, Pro Rata, and 2% to the General
                                    Partner until there has been distributed in
                                    respect of each Unit then Outstanding an
                                    amount equal to the excess of the Second
                                    Target Distribution over the First Target
                                    Distribution for such Quarter; and

                           (vi)     Thereafter, 50% to all Unitholders, Pro
                                    Rata, 48% to the holders of the Incentive
                                    Distribution Rights, Pro Rata, and 2% to the
                                    General Partner;

                  provided, however, if the Minimum Quarterly Distribution, the
                  First Target Distribution and the Second Target Distribution
                  have been reduced to zero pursuant to the second sentence of
                  Section 6.6(a), the distribution of Available Cash that is
                  deemed to be Operating Surplus with respect to any Quarter
                  will be made solely in accordance with Section 6.4(a)(vi).



                                      -9-
<PAGE>

                           (b) After Subordination Period. Available Cash with
                  respect to any Quarter after the Subordination Period that is
                  deemed to be Operating Surplus pursuant to the provisions of
                  Section 6.3 or 6.5, subject to Section 17-607 of the Delaware
                  Act, shall be distributed as follows, except as otherwise
                  required by Section 5.6(b) in respect of additional
                  Partnership Securities issued pursuant thereto:

                           (i)      First, 98% to all Unitholders, Pro Rata, and
                                    2% to the General Partner until there has
                                    been distributed in respect of each Unit
                                    then Outstanding an amount equal to the
                                    Minimum Quarterly Distribution for such
                                    Quarter;

                           (ii)     Second, 85% to all Unitholders, Pro Rata,
                                    and 13% to the holders of the Incentive
                                    Distribution Rights, Pro Rata, and 2% to the
                                    General Partner until there has been
                                    distributed in respect of each Unit then
                                    Outstanding an amount equal to the excess of
                                    the First Target Distribution over the
                                    Minimum Quarterly Distribution for such
                                    Quarter;

                           (iii)    Third, 75% to all Unitholders, Pro Rata, and
                                    23% to the holders of the Incentive
                                    Distribution Rights, Pro Rata, and 2% to the
                                    General Partner until there has been
                                    distributed in respect of each Unit then
                                    Outstanding an amount equal to the excess of
                                    the Second Target Distribution over the
                                    First Target Distribution for such Quarter;
                                    and

                           (iv)     Thereafter, 50% to all Unitholders, Pro
                                    Rata, and 48% to the holders of the
                                    Incentive Distribution Rights, Pro Rata, and
                                    2% to the General Partner;

                  provided, however, if the Minimum Quarterly Distribution, the
                  First Target Distribution and the Second Target Distribution
                  have been reduced to zero pursuant to the second sentence of
                  Section 6.6(a), the distribution of Available Cash that is
                  deemed to be Operating Surplus with respect to any Quarter
                  will be made solely in accordance with Section 6.4(b)(iv).

                                   "Section 6.5 Distributions of Available Cash
                  from Capital Surplus.

                                    Available Cash that is deemed to be Capital
                           Surplus pursuant to the provisions of Section 6.3(a)
                           shall, subject to Section 17-607 of the Delaware Act,
                           be distributed, unless the provisions of Section 6.3
                           require otherwise, 98% to all Unitholders, Pro Rata,
                           and 2% to the General Partner until a hypothetical
                           holder of a Common Unit acquired on the Closing Date
                           has received with respect to such Common Unit, during
                           the period since the Closing Date through such date,
                           distributions of Available Cash that are deemed to be
                           Capital



                                      -10-
<PAGE>

                           Surplus in an aggregate amount equal to the Initial
                           Unit Price. Available Cash that is deemed to be
                           Capital Surplus shall then be distributed 98% to all
                           Unitholders holding Common Units, Pro Rata, and 2% to
                           the General Partner until there has been distributed
                           in respect of each Common Unit then Outstanding an
                           amount equal to the Cumulative Common Unit Arrearage.
                           Thereafter, all Available Cash shall be distributed
                           as if it were Operating Surplus and shall be
                           distributed in accordance with Section 6.4."

                  (k) Section 7.1(a)(xiv) is hereby amended to read in its
         entirety as follows:

                           "the undertaking of any action in connection with the
                  Partnership's ownership or operation of any Group Member,
                  including exercising, on behalf and for the benefit of the
                  Partnership, the Partnership's rights as the sole stockholder
                  of the Operating General Partner."

                  (l) Section 7.3(b) is hereby amended to delete the phrase "of
         the Partnership or the Operating Partnership" in the last line of that
         section.

                  (m) Section 7.5(a) is hereby amended to delete the references
         to the Operating Partnership.

                  (n) Section 7.8(d) is hereby amended to add the phrase "and
         the Operating General Partner's" immediately prior to the word
         "directors."

                  (o) Section 7.9(b) is hereby amended to change the term "1%"
         to "2%."

                  (p) Section 9.4 is hereby amended to delete the phrase "and
         the Operating Partnership."

                  (q) Section 11.1(a)(i) is hereby amended to read in its
         entirety as follows:

         "The General Partner voluntarily withdraws from the Partnership by
giving notice to the other Partners."

                  (r) Section 11.3(a) is hereby amended to delete the phrase "or
         an Operating Partnership Agreement."

                  (s) Section 11.3(c) is hereby amended to change the term
         "1/99th" to "2%" and to change the term "1%" to "2%" both places it
         appears.

                  (t) Article XVI is hereby amended to add the following
         immediately after Section 16.10:

                           "Section 16.11 Amendments to Reflect GP
                  Reorganization Agreement. In addition to the amendments to
                  this Agreement contained in the GP Restructuring Agreement and
                  notwithstanding any other provision of this Agreement to the
                  contrary, this Agreement shall be deemed to be further amended
                  and modified to the extent necessary, but only to the extent
                  necessary, to carry out the purposes and intent of the GP
                  Reorganization Agreement."



                                      -11-
<PAGE>

         5.3 Restatement of Partnership Agreements. Each of the partners of the
MLP and the OLP that is a party hereto agrees to execute and deliver a restated
and amended version of each of the MLP Partnership Agreement and the OLP
Partnership Agreement to which it is a party incorporating the amendments to
such agreement adopted by this Agreement together with such other amendments
intended to clarify the agreement as the general partner of such limited
partnership determines as are appropriate and not having a material adverse
effect on the limited partners of the partnership, and in the case of the MLP,
the holders of outstanding Units therein.

                                   ARTICLE VI

                                  MISCELLANEOUS

         6.1 Other Assurances. From time to time after the date hereof, and
without any further consideration, each of the parties to this Agreement shall
execute, acknowledge and deliver all such additional instruments, notices and
other documents, and will do all such other acts and things, all in accordance
with applicable law, as may be necessary or appropriate to more fully and
effectively carry out the purposes and intent of this Agreement.

         6.2 Costs. The MLP shall pay all expenses arising out of the
contributions, assignments and deliveries to be made hereunder, including the
expenses of amending the MLP Partnership Agreement and the OLP Partnership
Agreement.

         6.3 Successors and Assigns. The Agreement shall be binding upon and
inure to the benefit of the parties signatory hereto and their respective
successors and assigns.

         6.4 No Third Party Rights. The provisions of this Agreement are
intended to bind the parties signatory hereto as to each other and are not
intended to and do not create rights in any other person or confer upon any
other person any benefits, rights or remedies and no person is or is intended to
be a third party beneficiary of any of the provisions of this Agreement.

         6.5 Counterparts. This Agreement may be executed in any number of
counterparts, all of which together shall constitute one agreement binding on
the parties hereto.

         6.6 Governing Law. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of Delaware.

         6.7 Amendment or Modification. This Agreement may be amended or
modified from time to time only by the written agreement of all the parties
hereto.



                                      -12-
<PAGE>



         IN WITNESS WHEREOF, this Agreement has been duly executed by the
parties hereto as of the date first above written.


                                 WILLIAMS ENERGY PARTNERS L.P.

                                 By:  WILLIAMS GP LLC, as general partner



                                      By:    /s/ Don R. Wellendorf
                                         ---------------------------------------
                                      Name:  Don R. Wellendorf
                                      Title: Senior Vice President


                                 WILLIAMS OLP L.P.

                                 By:  WILLIAMS GP LLC, as general partner



                                      By:    /s/ Don R. Wellendorf
                                         ---------------------------------------
                                      Name:  Don R. Wellendorf
                                      Title: Senior Vice President


                                 WILLIAMS GP LLC


                                 By:    /s/ Don R. Wellendorf
                                    --------------------------------------------
                                 Name:  Don R. Wellendorf
                                 Title: Senior Vice President



                                 WILLIAMS GP INC.,


                                 By:    /s/ Don R. Wellendorf
                                    --------------------------------------------
                                 Name:  Don R. Wellendorf
                                 Title: Senior Vice President



                                      -13-

