Amendment No. 5 to Amended and Restated Agreement of Limited Partnership of Williams Partners L.P.

Exhibit 3.1

Amendment No. 5
to
Amended and Restated Agreement of Limited Partnership
of Williams Partners L.P.

This Amendment No. 5, dated April 16, 2009 (this “ Amendment ”) to the Amended and Restated Agreement of Limited Partnership, dated as of August 23, 2005, as amended (the “ Partnership Agreement ”), of Williams Partners L.P., a Delaware limited partnership (the “ Partnership ”), is entered into and effectuated by Williams Partners GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “ General Partner ”), pursuant to authority granted to it in Article XIII of the Partnership Agreement. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.

WHEREAS, Section 13.1(d) of the Partnership Agreement provides that the General Partner, without the approval of any Partner, may amend any provision of the Partnership Agreement to reflect a change that the General Partner determines does not adversely affect the Limited Partners (including any particular class of Partnership Interests as compared to other classes of Partnership I