AMENDMENT NO. 2
TO
THE WILLIAMS PARTNERS GP LLC LONG-TERM INCENTIVE
PLAN
This
Amendment No. 2 (“Amendment”) to the Williams
Partners GP LLC Long-Term Incentive Plan (“Plan”) is
hereby adopted effective the 2 nd day of December 2008.
WHEREAS , in October 2004, Congress adopted
Section 409A of the Internal Revenue Code of 1986, as amended
(the “Code”);
WHEREAS , final regulations to Section 409A of the
Code become fully effective January 1, 2009 (Section 409A
of the Code and such final regulations and other guidance
thereunder being referred to below in the aggregate as
“Section 409A of the Code”); and
WHEREAS , the Board has determined that it is in the
best interest of the Company to amend the Plan to further reflect
the Company’s intent that the Plan and Awards thereunder
comply with Section 409A of the Code;
NOW,
THEREFORE , the Plan is
hereby amended as follows:
1.
Section 2 is amended by deleting in its entirety the
definition of “Affiliate” and replacing it with the
following definition:
“Affiliate” means all Persons with
whom the Company would be considered a single employer under
Section 414(b) of the Code, and all Persons with whom such Person
would be considered a single employer under Section 414(c) of the
Code, provided that the language “at least
50 percent” is used instead of “at least 80
percent” each place it appears in Treasury Regulation §
1.414(c)-2(b)(2)(i), and, provided further that with respect
to any Award wherein the Committee in good faith determines that
legitimate business criteria exist for the grant of one or more
Units or rights to acquire one or more Units, the phrase “ at
least 20 percent” may be used instead of “at least
80 percent” each place it appears in Treasury Regulation
§ 1.414(c)-2(b)(2)(i).
2.
Section 2 is further amended by deleting in its entirety the
second paragraph of the definition of “Change of
Control” and replacing it with the following:
Solely with
respect to any Award that is subject to Section 409A of the
Code and to the extent that the definition of the term
“change in control event” under Section 409A
applies to limited liability companies and partnerships,
“Change of Control” shall mean any event that qualifies
as a “change in control event,” as such term is defined
in Section 409A of the Code, with respect to the Partnership,
the Company or any holder of more than 50 percent of the total
fair market value and total voting power
