THE WILLIAMS COMPANIES AMENDED AND RESTATED RETIREMENT RESTORATION PLAN Effective as of January 1, 2008

Exhibit 10.1

THE WILLIAMS COMPANIES
AMENDED AND RESTATED
RETIREMENT RESTORATION PLAN

Effective as of January 1, 2008

THE WILLIAMS COMPANIES
AMENDED AND RESTATED
RETIREMENT RESTORATION PLAN

ESTABLISHMENT OF PLAN

     WHEREAS, The Williams Companies, Inc. and certain of its subsidiaries (“Employers”) maintain The Williams Pension Plan (“Pension Plan”) for the benefit of eligible employees of the Employers;

     WHEREAS, Sections 401(a)(17) and 415 of the Internal Revenue Code (“Code”) establish limitations as to the amount of pension benefit which may be accrued under or payable from the Pension Plan on behalf of any participant therein; and

     WHEREAS Code Section 409A imposes new requirements upon distributions from supplemental plans; and

     WHEREAS, to reflect the requirements of Code Section 409A, The Williams Companies, Inc. desires to amend and restate The Williams Companies Retirement Restoration Plan, as effective January 1, 2005, a supplemental plan under which the portion of the pension benefit (and related death benefit) of an eligible employee of an Employer which becomes subject to such limitations of the Code shall be payable from general corporate assets.

     NOW, THEREFORE, The Williams Companies, Inc. hereby adopts, effective as of January 1, 2008, The Williams Companies Retirement Restoration Plan as amended and restated and set forth hereinafter.

ARTICLE I

Introduction

     This document is generally effective as of January 1, 2008 (the “Effective Date”) and amends and restates The Williams Companies Retirement Restoration Plan, as effective January 1, 2005 (the “2005 Document”), with respect to periods commencing on and after the Effective Date. It sets forth the terms of the Plan applicable to deferrals which are subject to Section 409A, i.e. , generally, deferred amounts earned or vested after December 31, 2004 (the “409A Program”). Certain other deferrals under the Plan shall be governed by a separate set of documents which set forth the pre-Section 409A terms of the Plan (the “Pre-409A Program”) to the extent such other deferrals and the terms of Pre-409A Program are not incorporated into this document. Together, this document, the 2005 Document and the documents for the Pre-409A Program describe the terms of a single plan. However, amounts subject to the terms of this 409A Program and amounts subject to the terms of the Pre-409A Program shall be tracked separately at all times. The preservation of the terms of the Pre-409A Program, without material modification, and the separation between the 409A Program amounts and the Pre-409A Program amounts are intended to be sufficient to permit the Pre-409A Program to remain exempt from Section 409A. Subject to the applicable Plan termination provisions, with respect to vested benefits under the Pre-409A Program: (i) in the case of vested Participants on December 31, 2004 who were receiving vested benefits on such date, such benefits shall continue to be paid under the Pre-409A Program at the same time and in the same amounts as specified under the form of payment in effect on such date; and (ii) in the case of vested Participants who were not receiving vested benefits on such date, such benefits shall be paid under the Pre-409A Program

in a lump sum at the time specified in Article IV of The Williams Companies Supplemental Retirement Plan as in effect on December 31, 2004.

ARTICLE II

Definitions

     In this Plan, unless the context clearly implies otherwise, the singular includes the plural, the masculine includes the feminine, and initially capitalized words have the following meaning:

     2.1 Actuarial Equivalent . An amount or benefit of equivalent current value to the amount or benefit which would otherwise have been provided to or on account of a Participant or Beneficiary determined on the basis of the actuarial assumptions then in effect under the Pension Plan and such other assumptions permitted by Code Section 409A and final regulations promulgated thereunder as may be deemed necessary by an actuary selected by the Company or the Committee.

     2.2 Base Pay . The regular wages and salary of a Participant, which is in excess of Code limitations and which does not include any short term disability paid by an Employer, overriding royalties, amounts paid under a phantom override plan, bonuses (including, but not limited to bonuses under The Williams Companies, Inc. Executive Incentive Compensation Plan), salary reduction amounts contributed to The Williams Investment Plus Plan, salary reduction amounts contributed to any qualified transportation plan established by an Employer in accordance with Code Section 132(f)(7) or to any cafeteria plan or flexible benefits plan established by an Employer in accordance Section 125 and related sections of the Code, severance pay, cost of living pay, housing pay, relocation pay (including mortgage interest differential) or any such other taxable and non-taxable fringe benefits and extraordinary compensation of any kind.

     2.3 Basic Supplemental Benefit . The amount payable to a Vested Participant in the form of a lump sum distribution based upon the amount credited to his Supplemental Pension Account pursuant to the applicable provisions of this Plan.

     2.4 Beneficiary . The Surviving Spouse or other person who is entitled to receive benefits pursuant to Article V of this Plan.

     2.5 Benefit Starting Date . With respect to a Supplemental Retirement Benefit, the date shall be the later of the first day of the month following the date the Participant attains age fifty-five (55) or the first day of the month following the expiration of the six (6) month period commencing with the date the Participant incurs a Separation from Service. With respect to a Death Benefit, the date shall be the first day of the month following the expiration of the three (3) month period commencing with the Participant’s date of death. With respect to a Supplemental Disability Benefit, the date shall be the date specified under the provisions of Section 3.5. A benefit payable under the Pre-409A Program, shall be payable as of the date a corresponding benefit is payable under the Pension Plan.

     2.6 Board . The Board of Directors of the Company as constituted from time to time.

     2.7 Change in Control . The occurrence of (i) a Change in the Ownership of the Company, as defined below, (ii) a Change in Effective Control of the Company, as defined below, or (iii) a Change in the Ownership of a Substantial Portion of the Assets of the Company, as defined below. To qualify as a Change in Control event, the occurrence of the event shall be objectively determinable, strictly ministerial, and shall not involve any discretionary authority by the plan administrator. Code Section 318(a) shall be applied to determine stock ownership for purposes of this section. Substantially vested stock underlying a vested option is considered owned by the person who holds the vested option (and the stock underlying an unvested option is

not considered owned by the person who holds an unvested option). To qualify as a Change in Control with respect to a Participant, the Change in Control must relate to (x) the corporation for whom the Participant is performing services at the time of the Change in Control event; (y) the corporation that is liable for the payment of benefits under this Plan (or all corporations which are liable for payment if more than one corporation is liable) but only if either the benefits are attributable to the performance of service by the Participant for such corporation (or corporations) or there is a bona fide business purpose for such corporation (or corporations) to be liable for such payment and, in either case, no significant purpose of making such corporation or corporations liable for such payment is the avoidance of Federal income tax; or (z) a corporation that is a majority shareholder of a corporation identified in subsections (x) or (y) above, or any corporation in a chain of corporations in which each corporation is a majority shareholder of another corporation in the chain, ending in a corporation identified in subsections (x) or (y) above. The provisions of Treas. Reg. § 1.409A-3, as amended, shall govern with respect to the definition of terms used therein and in the interpretation of whether a Change in Control has occurred.

     (a) A “Change in the Ownership of the Company” occurs on the date that any one person or more than one person Acting as a Group, as defined below, acquires ownership of Stock of the Company (“Stock”) that, together with Stock held by such person or group, constitutes more than fifty percent (50%) of the total fair market value or total voting power of the Stock. However, if any one person or more than one person Acting as a Group, is considered to own more than fifty percent (50%) of the total fair market value or total voting power of the Stock, the acquisition of additional Stock by the same person or persons is not considered to cause a Change in the Ownership of the

Company. An increase in the percentage of Stock owned by any one person, or persons Acting as a Group, as a result of a transaction in which the Company acquires its Stock in exchange for property will be treated as an acquisition of Stock for purposes of this subsection. This subsection applies only when there is a transfer of Stock (or issuance of Stock) and Stock remains outstanding after the transaction.

     (b) “Acting as a Group.” persons will not be considered to be Acting as a Group solely because they purchase or own Stock at the same time or as a result of the same public offering. However, persons will be considered to be Acting as a Group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of Stock, or similar business transaction with the Company. If a person owns stock in both corporations that enter into a merger, consolidation, purchase or acquisition of Stock or similar transaction involving another corporation, such shareholder is considered to be Acting as a Group with other shareholders only in such corporation prior to the transaction giving rise to the change and not with respect to the ownership interest in the other corporation.

     (c) A “Change in the Effective Control of the Company” occurs only on either of the following dates: (1) The date that any one person, or more than one person Acting as a Group, acquires (or has acquired during the twelve (12)-month period ending on the date of the most recent acquisition by such person or persons) ownership of the Stock possessing thirty percent (30%) or more of the total voting power of the Stock of the Company; or (2) The date a majority of members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board before the date of the appointment or election.

     If any one person, or more than one person Acting as a Group, is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same person or persons is not considered to cause a Change in the Effective Control of the Company.

     (d) A “Change in the Ownership of a Substantial Portion of the Assets of the Company” occurs on the date that any one person, or more than one person Acting as a Group, acquires (or has acquired during the twelve (12)-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than forty percent (40%) of the total gross fair market value of all assets of the Company immediately prior to such acquisition or acquisitions. For this purpose, the gross fair market value means the value of the assets of the Company or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. Notwithstanding the foregoing, there is no Change in the Ownership of a Substantial Portion of the Assets of the Company when there is a transfer of assets to an entity that is controlled by the shareholders of the Company immediately after the transfer. A transfer of assets by the Company is not treated as a Change in the Ownership of a Substantial Portion of the Assets of the Company if the assets are transferred to (1) a shareholder of the Company (immediately before the asset transfer) in exchange for or with respect to its Stock; (2) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company; (3) a person, or more than one person Acting as a Group, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding Stock; or (4) an entity, at least fifty percent (50%) of the

total value or voting power of which is owned, directly or indirectly, by a person, or more than one person Acting as a Group, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding Stock. For purposes of this subsection (d), and except as otherwise provided, a person’s status is determined immediately after the transfer of assets.

     2.8 Code . The Internal Revenue Code of 1986, as amended.

     2.9 Code Limitations . The limitations on compensation which may be taken into account in determining benefits under and on benefits payable from the Pension Plan imposed by Sections 401(a)(17) and 415 of the Code.

     2.10 Committee . The Compensation Committee of the Board.

     2.11 Company . The Williams Companies, Inc., a Delaware corporation or any successor thereto.

     2.12 Credit Date . (a) With respect to Supplemental Compensation Credits, the last day of the applicable Plan Year referenced in the context in which such term is used, and (b) with respect to Supplemental Interest Credits, the last day of each quarter of each Plan Year.

     2.13 Death Benefit . The benefit provided under Article V of this Plan to the Surviving Spouse or other Beneficiary of a Participant.

     2.14 Disability . A physical or mental condition which satisfies the requirements for disability payments under The Williams Companies, Inc. Long-Term Disability Plan as in effect on January 1, 2008.

     2.15 Eligible Employee . Any Employee of an Employer who (a) is a participant in the Pension Plan and (b) holds a position that has been classified as an executive position by the Company’s executive compensation department.

     2.16 Employee . An “eligible Employee” as such term is defined under the Pension Plan.

     2.17 Employer . An “Employer” as such term is defined under the Pension Plan.

     2.18 Former Participant . A Participant who has a benefit which becomes payable after December 31, 2007 under either the Pre-409A Program portion or the 409A Program portion of this Plan but who is no longer an Eligible Employee.

     2.19 Key Employee . An employee designated on an annual basis by the Company as of December 31 (the “Key Employee Designation Date”) as an employee meeting the requirements of Section 416(i) of Code without regard to paragraph (5) thereof utilizing the definition of compensation under Treasury Regulation § 1.415(c)-2(d)(2). A Participant designated as a “key employee” shall be a “key employee” for the entire twelve (12) month period beginning on April 1 following the Key Employee Designation Date.

     2.20 Nonservice Participant . A Vested Participant who is a “Nonservice Participant” as such term is defined under the Pension Plan.

     2.21 Normalized Pension Benefit . The pension benefit which would have been paid during a Plan Year to the Participant or his Beneficiary (including a spouse or other contingent annuitant) pursuant to the benefit formula set forth in Section 2.1 of the Pension Plan which is applicable to such Participant and the method of payment selected by the Participant under the Pension Plan, without taking into account the Code Limitations; but (for any Plan Year beginning on or after January 1, 2002) taking into account only the Supplemental Retirement Compensation of the Participant in lieu of “Compensation” under Section 2.19 of the Pension Plan.

     2.22 Participant . An Eligible Employee who agrees to be bound by the terms of this Plan by filing such form or forms, if any, as the Committee may require. Such term includes a Former Participant, a Rule of 55 Participant, a Transitional Participant and a Vested Participant as appropriate in the circumstances in which the term is used in the Plan.

     2.23 Pension Plan . The Williams Pension Plan, as in effect on January 1, 2005 and as amended and/or restated from time to time. With respect to a Participant who has a benefit payable under the Williams Inactive Employees Pension Plan, as in effect January 1, 2005 and as amended and/or restated from time to time, such plan is also included within such term.

     2.24 Pension Plan Benefit . The pension benefit actually paid during a Plan Year to the Participant or his Beneficiary (including a spouse or other contingent annuitant) pursuant to the benefit formula (set forth in Section 2.1 of the Pension Plan) which is applicable to such Participant and the method of payment selected by the Participant under such plan.

     2.25 Plan . The Williams Companies Retirement Restoration Plan, effective as of January 1, 2008 as set forth in this and related documents which comprise the 409A Program and the Pre-409A Program and as amended and/or restated from time to time. The provisions of this document are generally effective for periods commencing on and after January 1, 2008 with respect to deferred amounts earned or vested after December 31, 2004 under the 409A Program as described in Article I. As described in Article I, vested benefits of Participants who were not receiving payment of vested benefits on December 31, 2004 are payable under the Pre-409A Program in a lump sum at the time specified in Article IV of The Williams Companies Supplemental Retirement Plan as in effect on December 31, 2004.

     2.26 Plan Interest Rate . The rate of interest applicable under the terms of the Plan for determining Supplemental Interest Credits as of any Credit Date determined as the rate for the

month of September immediately preceding the respective Plan Year in which the rate is applicable under the Plan, which rate is based upon the annual rate for 30-year Treasury securities as specified by the Commissioner of Internal Revenue in revenue rulings, notices and other guidance published in the Internal Revenue Bulletin.

     2.27 Plan Year . Each twelve (12) consecutive month fiscal year beginning January 1 and ending December 31.

     2.28 Rule of 55 Participant . A Vested Participant: (a) whose attained age in years and number of Years of Service credited as Benefit Service aggregated pursuant to the terms of the Pension Plan as of March 31, 1998 equaled at least fifty-five (55); (b) who is not a T