CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT

Exhibit 10.1

Execution Version

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

DATED AS OF DECEMBER 13, 2006

TABLE OF CONTENTS

CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT

     THIS CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT (this “ Agreement ”) dated as of December 13, 2006, 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 (“ WFSC ”), Williams Field Services Group, LLC, a Delaware limited liability company (“ WFSG ”), Williams Partners GP LLC, a Delaware limited liability company (the “ General Partner ” and, together with WES, WFSC and WFSG, the “ Transferor Parties ”), Williams Partners L.P., a Delaware limited partnership (the “ Partnership ”), and Williams Partners Operating LLC, a Delaware limited liability company (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 contribute a 74.9% limited liability company membership interest in Williams Four Corners LLC, a Delaware limited liability company (“ Four Corners ”), to the Partnership pursuant to the terms of the Purchase Agreement (as defined below) and this Agreement, and the Partnership desires to accept all of such interest in accordance with the terms of such agreements;

     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 action has been taken prior to the date hereof:

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

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

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

     “ affiliate ” means, with respect to a specified person, any other person controlling, controlled by or under common control with that first person. As used in this definition, the term “control” includes (i) with respect to any person having voting securities or the equivalent and elected directors, managers or persons performing similar functions, the ownership of or power to vote, directly or indirectly, voting securities or the equivalent representing 50% or more of the power to vote in the election of directors, managers or persons performing similar functions, (ii) ownership of 50% or more of the equity or equivalent interest in any person and (iii) the ability to direct the business and affairs of any person by acting as a general partner, manager or otherwise.

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

      “ Buyer Financing Transactions ” has the meaning assigned to such term in the Purchase Agreement.

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

     “ Effective Date ” means December 13, 2006.

      “ Four Corners ” 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.

     “ 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.

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

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

     “ Partnership Agreement ” means the Amended and Restated Agreement of Limited Partnership, dated as of August 23, 2005, of the Partnership, as amended by Amendment No. 1 thereto, dated August 7, 2006, Amendment No. 2 thereto, dated August 23, 2006, and Amendment No. 3, dated December 13, 2006.

     “ Party and Parties ” have the meanings assigned to such terms in the first paragraph of this Agreement.

     “ Prospectus Supplement ” means the prospectus supplement dated December 6, 2006 (File No. 333-137562) and filed by the Partnership with the Securities and Exchange Commission in connection with the Buyer Financing Transactions.

     “ Purchase Agreement ” has the meaning assigned to such term in the recitals.

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

      “ Subject Liabilities ” means all obligations and liabilities relating to the Subject Interest.

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

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

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

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

ARTICLE II
CONCURRENT TRANSACTIONS

      2.1 Distribution by WFSC of the Subject Interest to WFSG . WFSC hereby grants, distributes, transfers, assigns and conveys to WFSG, its successors and assigns, for its and their own use forever, the Subject Interest and WFSG hereby accepts the distribution of the Subject Interest from WFSC.

     TO HAVE AND TO HOLD the Subject Interest unto WFSG, its successors and assigns, together with all and singular the rights and appurtenances thereto in anywise belonging, subject, however, to the terms and conditions stated in this Agreement, forever.

      2.2 Distribution by WFSG of the Subject Interest to WES . WFSG hereby grants, distributes, transfers, assigns and conveys to WES, its successors and assigns, for its and their

own use forever, the Subject Interest and WES hereby accepts the distribution of the Subject Interest from WFSG.

     TO HAVE AND TO HOLD the Subject Interest unto WES, its successors and assigns, together with all and singular the rights and appurtenances thereto in anywise belonging, subject, however, to the terms and conditions stated in this Agreement, forever.

      2.3 Contribution by WES of the Subject Interest to the General Partner . WES hereby grants, contributes, transfers, assigns and conveys to the General Partner, its successors and assigns, for its and their own use forever, the Subject Interest and the General Partner hereby accepts the Subject Interest from WES, as a contribution by WES to the capital of the General Partner.

     TO HAVE AND TO HOLD the Subject Interest unto the General Partner, its successors and assigns, together with all and singular the rights and appurtenances thereto in anywise belonging, subject, however, to the terms and conditions stated in this Agreement, forever.

      2.4 Contribution by the General Partner of the Subject Interest to the Partnership . The General Partner hereb