CONFIDENTIAL SEPARATION AGREEMENT AND RELEASE

Exhibit 10.20

CONFIDENTIAL SEPARATION AGREEMENT AND RELEASE

     THIS CONFIDENTIAL SEPARATION AGREEMENT AND RELEASE (“Agreement”) is entered into this 2nd day of April, 2008, by and between THE WILLIAMS COMPANIES, INC., a Delaware Corporation (“Williams” or the “Company”), and Michael P. Johnson (“Executive”);

     WHEREAS, Executive has expressed an interest in retiring, effective March 31, 2008 (“Separation Date”); and

     WHEREAS, the Company has determined that the continued availability of Executive after his retirement is needed in order to provide an orderly transition of duties to Executive’s successor; and

     WHEREAS, Executive is willing to provide consulting services after his retirement in accordance with the provisions of this Agreement and the Consulting Agreement, a copy of which is attached hereto as Exhibit “A”; and

     WHEREAS, the Company has agreed to provide the Executive with a Separation Payment in exchange for Executive’s comprehensive release and agreements concerning, non-disparagement, non-solicitation of Company’s employees, and maintaining confidentiality;

     NOW, THEREFORE, in consideration of their mutual promises made herein and for other good and valuable consideration, and intending to be legally bound, the Company and Executive hereby agree as follows:

     1.  Executive Services . Executive and Company agree that, for a period of up to nine (9) months following the Separation Date, to be determined by the Company in its sole and absolute discretion, Executive will provide consulting services to the Company in accordance with the terms of the Consulting Agreement attached hereto as Exhibit “A”.

     2.  Company Payments . In accordance with the Company’s normal pay cycle, but not earlier than eight (8) days following Executive’s execution of this Agreement, which shall not occur prior to March 31, 2008, the Company shall pay Executive:

     a. The sum of Two Hundred Sixty Three Thousand Seven Hundred Fifty Eight Dollars ($263,758.00) (“Consulting Fee”) in exchange for Executive executing the

Consulting Agreement set forth on Exhibit “A” and performing the services described therein; and

     b. The sum of Five Hundred Thousand Dollars ($500,000.00) (“Separation Payment”) in exchange for Executive’s covenants and promises contained in this Agreement.

     3.  Financial Planning Services . As further consideration for the Executive’s promises and covenants and promises contained in this Agreement, Williams shall continue to provide Executive with financial planning services utilizing The Ayco Company, L.P. through July 31, 2009.

     4.  Release . In consideration of the Separation Payment and other benefits provided hereunder, Executive, for himself, his attorneys, and his heirs, executors, administrators, successors and assigns, does hereby fully, finally and forever release and discharge Company and its parent company, subsidiaries, affiliates, predecessors, successors and assigns and their respective officers, directors, employees, representatives, agents and fiduciaries, de facto or de jure or benefit plans (“Released Parties”) of and from any and all charges, claims, actions (in law or in equity), suits, demands, losses, expenses, damages, debts, liabilities, obligations, disputes, proceedings, or any other manner of liability (known or unknown) including without limitation those arising from, in whole or in part, the employment relationship between Company or one of its subsidiaries or affiliates and Executive or the termination thereof which exist, or have heretofore accrued, fixed or contingent, known or unknown, including without limitation any claims arising under Title VII of the Civil Rights Act of 1964 as amended by the Civil Rights Act of 1991, 42 U.S.C. § 2000e, et seq. ; 42 U.S.C. § 1981; 42 U.S.C. § 1983; 42 U.S.C. § 1985; 42 U.S.C. § 1986; the Equal Pay Act of 1963, 29 U.S.C. § 206(d); the National Labor Relations Act, as amended, 29 U.S.C. § 160, et seq .; the Americans With Disabilities Act of 1990, 42 U.S.C. § 12101, et seq .; the Employee Retirement Income Security Act of 1974, as amended, (“ERISA”), 29 U.S.C. § 1001, et seq . (except that the parties agree that by signing this Agreement, Executive does not waive his rights under any claim for benefits that was or may have been filed prior to the date Executive signed this Agreement); the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act of 1990, 29 U.S.C.§ 621, et seq .; the Family and Medical Leave Act of 1993, 29 U.S.C.§ 2601 et seq .; the Oklahoma Anti-Discrimination Act, Okla. Stat., tit. 25, §§ 1101, et seq. , and any claims for

wrongful discharge, defamation, infliction of emotional distress, termination in violation of public policy, retaliatory discharge, including those based on workers’ compensation retaliation under state statutes, discrimination on the basis of handicap, or claims arising under any local, state or federal regulation, statute or common law. Executive acknowledges and affirms that this Agreement is in nature and character both general and specific and that the specific descriptions and details hereinafter and hereinabove set forth do not in any manner limit or otherwise affect the general nature and character of this Agreement or the application thereof to Company and Executive. This Agreement does not release or discharge any claim or rights which might arise out of the actions of Company after the date Executive signs this Agreement.

     5.  Severance . Due to the Executive’s voluntary retirement and the Consulting Fee and Separation Payment provided hereunder, Executive also hereby voluntarily waives any right which he may have to receive severance benefits under The Williams Companies Severance Pay Plan or any other severance pay plan, practices, programs, agreements or arrangements maintained by the Company, including, but not limited to, any change-in-control severance plan or agreement.

     6.  No Release of Vested Benefits or Health and Welfare Benefits . Executive does not, by signing this Agreement, release or discharge any right to any vested, deferred benefit in any qualified employee benefit or incentive plan which provides for retirement, pension, savings, thrift and/or employee stock ownership or any benefit due Executive as a participant in any employee health and welfare plan, as such terms are used under ERISA, maintained by any of the Released Parties which employed Executive. Executive’s rights under any such employee benefit or incentive compensation plan shall be governed by the terms of such plan. Furthermore, following the eighth (8 ^th ) day after the Separation Date, and in accordance with Company’s normal pay cycle, Executive will receive payment for the balance of any accrued and unused Paid Time Off (PTO) for the calendar year 2008.  Executive understands and acknowledges that, pursuant to the Company’s PTO Policy, Executive will not accrue any additional PTO while performing services as a consultant under the Consulting Agreement.

     7.  Confidentiality/Company Property . Executive shall keep confidential the existence of this Agreement, its terms, contents, conditions, proceedings and negotiations, he will make no statements or representations relating thereto, except to her attorney or tax advisor, his spouse, or as may otherwise be allowed or required by law. Executive further acknowledges

his continuing obligations to maintain confidentiality of Released Parties’ confidential and proprietary information and he shall not, at any time, use for his personal benefit, or disclose, communicate or divulge to, or use for the direct or indirect benefit of any person, firm, association or company other than the Released Parties any confidential information regarding the employees, business methods, business strategies and plans, policies, procedures, techniques, research or development projects or results, trade secrets, or other knowledge or processes of or developed by the Released Parties, including but not limited to, or any other confidential information relating to or dealing with the business operations, employees or activities of Released Parties, made known to Executive or learned or acquired by Executive while in the employ of Company or one of its subsidiaries or affiliates. Executive acknowledges that this Paragraph 7 is a separate agreement, and the Company is granted the right of specific performance to enforce the provisions of this Paragraph 7. The Executive also acknowledges that this Paragraph 7 is a material term of this Agreement and that its breach could result in damage to the Company that may be difficult to ascertain and that upon any such breach or in reasonable anticipation of any such breach, the Company will be entitled to an order of any court of competent jurisdiction to enjoin such breach.

     8.  Continued Cooperation . Upon reasonable request of Company, Executive shall consult with Company in the orderly transition of business matters in which Executive participated during his active employment with Company and/or with respect to any litigation, legal proceedings or other disputes arising in connection with such business matters, including, but not limited to, matters with respect to Company’s response to inquiries initiated by governmental entities or other third parties and defense of certain lawsuits against Company and such other matters as shall be reasonably requested from time to time by Company’s General Counsel.

     9.  Non-solicitation . For a period of twenty-four (24) months following Executive’s Separation Date, Executive shall not directly or indirectly induce or attempt to influence any employee of the Released Parties to terminate his or her employment with the Released Parties.

     10.  Executive’s Miscellaneous Covenants . By signing this Agreement, Executive covenants, agrees, represents and warrants that:

     (a) The Separation Payment provided hereunder is a benefit to which he is not otherwise entitled under any Company plan, program or prior agreement;

     (b) Executive has not filed and will not in the future file any lawsuits, complaints, petitions or accusatory pleadings in a court of law against any of the Released Parties based upon, arising out of or in any way related to any event or events occurring prior to the signing of this Agreement, including, without limitation, his employment with any of the Released Parties or the termination thereof;

     (c) This Agreement specifically includes, without limitation, all claims asserted by or on behalf of Executive against any of the Released Parties, together with all claims which might have been asserted by or on behalf of Executive in any suit, claim (known or unknown), or grievance against any of the Released Parties for or on account of any matter or things whatsoever up to and including the date Executive signs this Agreement;

     (d) He has not heretofore assigned or transferred, or purported to assign or transfer, to any person or entity, any claim or any portion thereof or interest therein and acknowledges that this Agreement shall be binding upon Executive and upon his heirs, administrators, representatives, executors, successors, and assigns, and shall inure to the benefit of the Released Parties and each of them, and to their heirs, administrators, representatives, executors, successors, and assigns;

     (e) Executive waives all rights to recovery for any damages or compensation awarded as a result of any suit or proceeding by any third party or governmental agency on Executive’s behalf.

     11.  Mutual Non-disparagement . Company agrees to refrain from making or publishing any statement critical of Executive or in any way adversely affecting or otherwise maligning Executive’s reputation. Executive agrees that he will not make or publish any statement critical of the Released Parties, its affiliates, or their respective executive officers, and directors or in any way adversely affecting or otherwise maligning the business or reputation of any member of the Released Parties.

     12.  No Admission of Liability . Notwithstanding the provisions of this Agreement and the payments to be made by Company to Executive hereunder, Released Parties do not admit any manner of liability to Executive. This Agreement has been entered into as a means of

settling any and all disputes that have or may have arisen between Released Parties and Executive.

     13.  No Tax Advice . Executive agrees and acknowledges that the Company has made no representations to him regarding the tax consequences of the money paid pursuant to this Agreement, and that he shall rely upon his own tax advice with respect to any taxes owed on any of such monies. Executive shall be solely responsible for the payment of any federal, state or local taxes owed by Executive as a result of his receipt of money or benefits paid pursuant to this Agreement.

     14.  Indemnification . Subject to Article VIII of the By-Laws of The Williams Companies, Inc., and to the extent permitted by law, Company will defend and indemnify Executive with regard to claims brought against Executive by third parties and arising from actions taken by Executive in his capacity as an officer and agent of Company.

     15.  Recovery of Monies Owed to or by the Company . Executive acknowledges and agrees that any monies he owes to Company, Released Parties, or to Company’s or Released Parties’ vendor(s) contracted to provide business tools or services for use by Executive in his employment, including but not limited to Company credit card debt, relocation repayment obligations or pre-paid Educational Assistance Plan benefits, may be deducted from Executive’s Separation Payment.