CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT

Exhibit 10.2

CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT

BY AND AMONG

WILLIAMS ENERGY SERVICES, LLC,

WILLIAMS FIELD SERVICES COMPANY, LLC,

WILLIAMS FIELD SERVICES GROUP, LLC,

WILLIAMS PARTNERS GP LLC,

WILLIAMS PARTNERS L.P.

AND

WILLIAMS PARTNERS OPERATING LLC

DECEMBER 11, 2007

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS; RECORDATION			3
1.1 Definitions			3
ARTICLE II CONCURRENT TRANSACTIONS			5
2.1 Contribution by WFS Company of the Wamsutter Assets to Wamsutter LLC			5
2.2 Distribution by WFS Company of the Subject Interest to WFS Group			5
2.3 Distribution by WFS Group of the Subject Interest to WES			5
2.4 Contribution by WES of the Subject Interest to the General Partner			6
2.5 Contribution by the General Partner of the Subject Interest to the Partnership			6
2.6 Distribution of the Cash and Equity Consideration			6
2.7 Increase in Capital Account of the General Partner			6
2.8 Issuance of General Partner Units			6
2.9 Contribution by the Partnership of the Subject Interest to the Operating Company			6
ARTICLE III INTENTIONALLY OMITTED			7
ARTICLE IV FURTHER ASSURANCES			7
4.1 Further Assurances			7
4.2 Other Assurances			7
ARTICLE V MISCELLANEOUS			7
5.1 Costs			7
5.2 Headings; References; Interpretation			7
5.3 Successors and Assigns			8
5.4 No Third Party Rights			8
5.5 Counterparts			8
5.6 Governing Law			8
5.7 Assignment of Agreement			8
5.8 Amendment or Modification			8
5.9 Director and Officer Liability			8
5.10 Severability			9
5.11 Integration			9
5.12 Effect of Amendment			9

CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT

     THIS CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT (this “ Agreement ”) dated December 11, 2007, to be effective on December 1, 2007, is made and entered into by and among Williams Energy Services, LLC, a Delaware limited liability company (“ WES ”), Williams Field Services Company, LLC, a Delaware limited liability company (“ WFS Company ”), Williams Field Services Group, LLC, a Delaware limited liability company (“ WFS Group ”), Williams Partners GP LLC, a Delaware limited liability company (the “ General Partner ” and, together with WES, WFS Company and WFS Group, the “ Transferor Parties ”), Williams Partners L.P., a Delaware limited partnership (the “ Partnership ”), and Williams Partners Operating LLC, a Delaware limited liability company and wholly-owned subsidiary of the Partnership (the “ Operating Company ”). The above-named entities are sometimes referred to in this Agreement each as a “ Party ” and collectively as the “ Parties .” Certain capitalized terms used are defined in Article I hereof.

RECITALS

     WHEREAS, the Transferor Parties desire to transfer a 100% Class A limited liability company membership interest and 20 Class C Units (collectively, the “ Subject Interest ”) in Wamsutter LLC, a Delaware limited liability company (“ Wamsutter LLC ”), to the Partnership pursuant to the terms of the Purchase Agreement (as defined below) and this Agreement, and the Partnership desires to transfer the Subject Interest to the Operating Company pursuant to this Agreement and the Operating Company desires to accept all of the Subject Interest in accordance with the terms of the Purchase Agreement and this Agreement;

     WHEREAS, in order to accomplish the objectives and purposes in the preceding recital, and to effect the intent of the Parties in connection with the consummation of the transactions contemplated hereby, the following actions have been taken prior to the date hereof:

	1.		WFS Company formed Wamsutter LLC pursuant to the Delaware Limited Liability Company Act (the “ Delaware LLC Act ”) in exchange for all of its membership interests (the “ Membership Interests ”).
	2.		Wamsutter LLC acquired certain rights-of-way and permits related to the ownership and operation of the Wamsutter Assets.
	3.		WES, WFS Group, WFS Company, the General Partner, the Partnership and the Operating Company entered into that certain Purchase and Sale Agreement (the “ Purchase Agreement ”) dated November 30, 2007 pursuant to which the Partnership will acquire the Subject Interests from the Sellers for aggregate consideration of $750 million (the “ Aggregate Consideration ” ) of which $749 million is for the Class A limited liability company interest and $1.0 million is for the 20 Class C Units.

     WHEREAS, concurrently with the consummation of the transactions contemplated hereby, each of the following shall occur:

	1.		WFS Company shall contribute the Wamsutter Assets (as defined below) to Wamsutter LLC in return for 100% of the Class A and 100% of the Class B limited liability company membership interests and 40 Class C Units of Wamsutter LLC, and the original Membership Interests shall be cancelled.
	2.		WFS Company and the Operating Company shall enter into the amended and restated Wamsutter LLC Agreement.
	3.		WFS Company shall transfer the Subject Interest to WFS Group.
	4.		WFS Group shall transfer the Subject Interest to WES.
	5.		WES shall transfer the Subject Interest to the General Partner as a contribution to the capital of the General Partner.
	6.		The public, through the underwriters of the Underwritten Public Offering (as defined below), shall contribute cash to the Partnership in exchange for 9,250,000 Common Units (the “ Public Units ”). The cash contribution of the net proceeds of such Underwritten Public Offering (approximately $335.2 million net of the underwriters’ discounts and commissions) (the “ Equity Proceeds ”) shall be deposited into a bank account maintained solely by the Partnership (the “ Partnership Bank Account ”).
	7.		The Partnership shall borrow $250 million pursuant to the New Credit Facility (the “ Debt Proceeds ” ), which shall be deposited into the Partnership Bank Account.
	8.		The General Partner shall transfer the Subject Interest to the Partnership as a contribution to the capital of the Partnership.
	9.		As consideration for the transfer of the Subject Interest by the General Partner to the Partnership, the Partnership shall (i) distribute $333.3 million (approximately $346.3 million net of the General Partner’s capital contribution related to the Underwritten Public Offering and the Private Equity Placement) in cash to the General Partner (the “ Cash Consideration ”), (ii) issue 4,163,527 Common Units (the  “ Equity Consideration ” ) to the General Partner (the “ Private Equity Placement ” ) and (iii) increase the capital account of the General Partner by an amount equal to 2/98ths of the product of the gross underwritten price per unit times the aggregate number of Common Units issued in the Underwritten Public Offering and pursuant to the Private Equity Placement (the “ Additional GP Interest ”) and issue a proportionate number of General Partner Units to the General Partner. The Cash Consideration shall be paid to the General Partner from the Equity Proceeds and the Debt Proceeds in the Partnership Bank Account.
	10.		Except as provided in the Purchase Agreement, the Partnership shall pay its transaction expenses associated with the transactions contemplated by this Agreement (exclusive of the underwriters’ discounts and commissions), and the

			Transferor Parties shall pay their transaction expenses associated with the transactions contemplated by this Agreement.
	11.		The General Partnership shall distribute the Cash Consideration to the General Partner.
	12.		The Partnership shall contribute the Subject Interest to the Operating Company as a contribution to the capital of the Operating Company.
	13.		If the underwriters’ over-allotment option (the “ Shoe ”) for up to 1,387,500 Common Units is exercised in the Underwritten Public Offering, the General Partner shall contribute an amount equal to 2/98ths of the gross Shoe proceeds to the Partnership as a contribution to the capital of the Partnership.

     NOW THEREFORE, in consideration of their mutual undertakings and agreements set forth herein and in the Purchase Agreement, the Parties undertake and agree as follows:

ARTICLE I
DEFINITIONS; RECORDATION

     1.1 Definitions . The following capitalized terms have the meanings given below.

     “ Additional GP Interest ” has the meaning assigned to such term in the recitals.

     “ Affiliate ” means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question. As used herein, the term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

     “ Aggregate Consideration ” has the meaning assigned to such term in the recitals.

     “ Agreement ” has the meaning assigned to such term in the first paragraph of this Agreement.

      “ Assignment Agreement ” means the Assignment, Conveyance and Bill of Sale, dated effective December 1, 2007, between WFS Company and Wamsutter LLC.

     “ Cash Consideration ” has the meaning assigned to such term in the recitals.

      “ Common Units ” has the meaning assigned to such term in the Partnership Agreement.

      “ Debt Proceeds ” has the meaning assigned to such term in the recitals.

      “ Delaware LLC Act ” has the meaning assigned to such term in the recitals.

     “ Equity Consideration ” has the meaning assigned to such term in the recitals.

     “ Equity Proceeds ” has the meaning assigned to such term in the recitals.

     “ General Partner ” has the meaning assigned to such term in the first paragraph of this Agreement.

      “ General Partner Units ” has the meaning assigned to such term in the Partnership Agreement.

     “ Laws ” means any and all laws, statutes, ordinances, rules or regulations promulgated by a governmental authority, orders of a governmental authority, judicial decisions, decisions of arbitrators or determinations of any governmental authority or court.

     “ LLC Agreement ” means the Amended and Restated Limited Liability Company Agreement of Wamsutter LLC, dated December 1, 2007.

      “ New Credit Facility ” means the $450 million Credit Agreement between the Partnership, Citibank, N.A., as administrative agent, Citigroup Global Markets Inc. and Scotia Capital, as Joint Lead Arrangers and Joint Book Managers, The Bank of Nova Scotia, as Syndication Agent and the Lenders listed in Schedule 2.01 attached thereto (the “ L