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Williams Partners GP LLC
Director Compensation Policy
Adopted November 29, 2005
Revised January 26, 2009
Compensation
of Directors
Members of the
Board of Directors (the “Board”) of Williams Partners
GP LLC (the “Company”) who are also officers or
employees of affiliates of the Company shall receive no additional
compensation for serving on the Board or Board
committees.
I. Annual
Compensation Package
Subject to
adjustment as provided in Section IV below, for their service
on the Board for the period beginning on August 22 of each
year and ending on August 21 of the following year
(“Annual Compensation Period”), directors who are not
officers or employees of the Company or its affiliates (each a
“Non-Employee Director” and collectively
“Non-Employee Directors”) shall receive the following
annual compensation package (“Annual Compensation
Package”):
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1.
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$75,000 cash; and
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2.
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$5,000 cash each for service on the
conflicts and audit committees of the Board.
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Subject to the
provisions of Section IV below, annual cash compensation
amounts shall be paid as of August 22.
II.
Conflicts Committee Fees
In addition to
the Annual Compensation Package, each Non-Employee Director serving
as a member of the conflicts committee shall receive $1,250 cash
for each conflicts committee meeting where the member is present,
minutes have been recorded, and substantive business was conducted
at the meeting (“Conflicts Committee Fee”).
Conflicts
Committee Fees shall be paid on August 22 and February 1 each
year for qualifying meetings held during the preceding months. To
enable timely payment of meeting fees, a schedule detailing the
number of qualifying meetings held,
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