WILLIAMS PARTNERS L.P. $1,000,000,000 of Common Units Representing Limited Partner Interests Third Amendment to Equity Distribution Agreement

Execution Version

XXXXXXXX PARTNERS L.P.

$1,000,000,000 of Common Units Representing Limited Partner Interests

Third Amendment to Equity Distribution Agreement

August 2, 2016

Citigroup Global Markets Inc.

Barclays Capital Inc.

X.X. Xxxxxx Securities LLC

UBS Securities LLC
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx      Incorporated

Scotia Capital (USA) Inc.
Deutsche Bank Securities Inc.

Xxxxxx Xxxxxxx & Co. LLC

Mizuho Securities USA Inc. MUFG Securities Americas Inc.

c/o Citigroup Global Markets Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000

Ladies and Gentlemen:

THIS THIRD AMENDMENT TO EQUITY DISTRIBUTION AGREEMENT (the “Amendment”), is made and entered into as of August 2, 2016, by and among Xxxxxxxx Partners L.P., a Delaware limited partnership (the “Partnership”), WPZ GP LLC, a Delaware limited liability company (the “General Partner”), and Citigroup Global Markets Inc., Barclays Capital Inc., X.X. Xxxxxx Securities LLC, UBS Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Scotia Capital (USA) Inc., Deutsche Bank Securities Inc., Xxxxxx Xxxxxxx & Co. LLC, Mizuho Securities USA Inc. and MUFG Securities Americas Inc. (the “Managers”). The Partnership and the General Partner are herein referred to as the “Xxxxxxxx Parties.” Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Equity Distribution Agreement (as defined below).

WHEREAS, each of the Xxxxxxxx Parties and the Managers are parties to an Equity Distribution Agreement, dated March 6, 2015, as amended as of June 17, 2015 and February 29, 2016 (the “Equity Distribution Agreement”), with respect to the offering and sale of up to $1,000,000,000 of Common Units;

WHEREAS, each of the Xxxxxxxx Parties and the Managers, by executing this agreement, hereby consent to the amendment of the Equity Distribution Agreement, on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each of the Xxxxxxxx Parties and the Managers agree as follows:

SECTION 1.Amendment to Equity Distribution Agreement.

(a)From and after the date of this Amendment, all references in the Equity Distribution Agreement to Xxxxxx & Xxxxxxx LLP shall be deemed to refer to Shearman & Sterling LLP, counsel for the Managers, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other firm as shall be mutually agreed upon by the Company and the Managers.

(b) From and after the date of this Amendment, all references in the Equity Distribution Agreement to Mitsubishi UFJ Securities (USA), Inc. shall be deemed to refer to MUFG Securities Americas Inc.

(c) Section 2(i) of the Equity Distribution Agreement is hereby amended by deleting the word “indirectly” preceding the phrase “owns a 100% limited liability company interest in the General Partner” in the final sentence of such section.

(d) Section 3(a)(i) of the Equity Distribution Agreement is hereby amended by adding after the words “any of the individuals listed as Authorized Representatives on Schedule II hereto” the following phrase: “which Schedule II may be updated by the Partnership or its counsel from time to time by written notice delivered to the Managers or their counsel.”

(e) Schedule II of the Equity Distribution Agreement is hereby amended by inserting the name “Xxxxx Xxxxxxxxxx” in place of the name “Xxxxxxx Xxxxx.”

SECTION 2.Representations and Warranties. Each of the Xxxxxxxx Parties, jointly and severally, represents and warrants to, and agrees with the Managers as set forth below in this Section 2.    

(a)Each of the Xxxxxxxx Parties that is a party to this Amendment has all requisite power and authority to execute and deliver this Amendment and perform its respective obligations hereunder. The Partnership has all requisite limited partnership power and authority to offer, sell and deliver the Common Units in accordance with and upon the terms and conditions set forth in the Equity Distribution Agreement, the Partnership Agreement, the Registration Statement, the Disclosure Package and the Prospectus. At each Representation Date and each Settlement Date, all limited partner and limited liability company action, as the case may be, required to be taken by any of the Xxxxxxxx Parties or any of their members or partners for the authorization, offering, sale and delivery of the Common Units and the consummation of the transactions contemplated by the Equity Distribution Agreement shall have been validly taken.

(b)This Amendment has been duly authorized, executed and delivered by the Xxxxxxxx Parties.

(c)The representations and warranties of the Xxxxxxxx Parties contained in the Equity Distribution Agreement are true and correct on and as of the date hereof with the same effect as if made on the date hereof.

SECTION 3.Effectuation. The amendments contemplated by this Amendment shall be deemed effective as of August 2, 2016 upon the execution of this Amendment by the parties hereto. There are no conditions precedent or subsequent to the effectiveness of this Amendment.

SECTION 4.Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

SECTION 5.Effect on Agreement. Except as specifically modified herein, the Equity Distribution Agreement shall continue to be in full force and effect. The execution and delivery of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any party thereto. From and after the date hereof, all references in the Equity Distribution Agreement to the “Agreement” shall mean the Equity Distribution Agreement as modified by this Amendment.

SECTION 6.Severability. Any term or provision of this Amendment that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.

SECTION 7.Further Assurances. Each party to this Amendment shall execute and deliver such documents and shall take such actions as may be reasonably necessary or desirable to effect the transactions described in this Amendment.

SECTION 8.Governing Law. THIS AMENDMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED THERETO IS GOVERNED BY THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF THAT WOULD APPLY THE LAWS OF ANY OTHER STATE. THE XXXXXXXX PARTIES AND THE MANAGERS EACH WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY OR ON BEHALF OF EITHER PARTY WITH RESPECT TO ANY MATTER WHATSOEVER RELATING TO OR ARISING OUT OF THE TERMS OF THIS AMENDMENT AND THE OFFERING CONTEMPLATED HEREBY.

SECTION 9.Other Miscellaneous Terms. The provisions of Sections 8-10, 13 and 15-21 of the Equity Distribution Agreement shall apply mutatis mutandis to this Amendment, and to the Equity Distribution Agreement as modified by this Amendment, taken together as a single agreement, reflecting the terms as modified hereby.

[Signature pages follow]

If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Xxxxxxxx Parties and the Managers.

Very truly yours,

XXXXXXXX PARTNERS L.P.

By: WPZ GP LLC, its general partner

By:    /s/ Xxxxx X. Xxxxxxx    

Name: Xxxxx X. Xxxxxxx     Title: Treasurer

WPZ GP LLC

By:    /s/ Xxxxx X. Xxxxxxx    

Name: Xxxxx X. Xxxxxxx

Title: Treasurer

[Signature Page to Third Amendment to Equity Distribution Agreement]

The foregoing Amendment is hereby confirmed
and accepted as of the date first written above.

CITIGROUP GLOBAL MARKETS INC.

By:    /s/ Xxxxxx X. Xxxxxxx         Name: Xxxxxx X. Xxxxxxx     Title: Managing Director

BARCLAYS CAPITAL INC.

By:    /s/ Xxxx Xxxxxxx                 Name: Xxxx Xxxxxxx     Title: Managing Director

X.X. XXXXXX SECURITIES LLC

By:    /s/ Xxxx X. Xxxxxxxxxx             Name: Xxxx X. Xxxxxxxxxx     Title:

UBS SECURITIES LLC

By:    /s/ Xxxxxxxxxxx Xxxxxxxx             Name: Xxxxxxxxxxx Xxxxxxxx     Title: Director

By:    /s/ Xxxxxxx Xxxxxx                 Name: Xxxxxxx Xxxxxx     Title: Associate Director

XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX

INCORPORATED

By:    /s/ Xxxxx Xxxxxx         Name: Xxxxx Xxxxxx     Title: Managing Director

[Signature Page to Third Amendment to Equity Distribution Agreement]

SCOTIA CAPITAL (USA) INC.

By:    /s/ Xxxx Xxxxxxx         Name: Xxxx Xxxxxxx     Title: Managing Director

DEUTSCHE BANK SECURITIES INC.

By:    /s/ Xxxxx Xxx         Name: Xxxxx Xxx     Title: Managing Director

By:    /s/ Xxxxxxx Xxxxxxx         Name: Xxxxxxx Xxxxxxx     Title: Director

XXXXXX XXXXXXX & CO. LLC

By:    /s/ Xxxxxx XxxXxxxx         Name: Xxxxxx XxxXxxxx     Title: Executive Director

MIZUHO SECURITIES USA INC.

By:    /s/ Xxxx Xxxxxx         Name: Xxxx Xxxxxx     Title: Director of Syndicate

MUFG SECURITIES AMERICAS INC.

By:    /s/ Xxxxx XxXxxxxx         Name: Xxxxx XxXxxxxx     Title: Managing Director

[Signature Page to Third Amendment to Equity Distribution Agreement]