Jackson Prairie: Northwest owns a one-third interest in the Jackson Prairie underground storage facility located near Chehalis, Washington, with the remaining interests owned by two of its distribution customers. As of December 31, 2008, Northwests share of the firm seasonal storage service in this facility was approximately 7.5 Bcf of working natural gas storage capacity and up to 383 MMcf per day of peak day deliveries. Additionally, Northwests share of the best-efforts delivery capacity was 50 MMcf per day. As described below, Northwest is participating in an ongoing expansion of Jackson Prairie

Grant of Restricted Units. Williams Pipeline GP LLC (the “Company”) hereby grants to you ___Restricted Units under the Williams Pipeline GP LLC Long-Term Incentive Plan (the “Plan”) on the terms and conditions set forth herein and in the Plan, which is incorporated herein by reference as a part of this Agreement. In the event of any conflict between the terms of this Agreement and the Plan, the Plan shall control. Capitalized terms used in this Agreement but not defined herein shall have the meanings ascribed to such terms in the Plan, unless the context requires otherwise.

UDRs. You are entitled to receive all cash distributions made with respect to Restricted Units registered in your name and are entitled to vote such Restricted Units, unless and until the Restricted Units are forfeited. Such cash distribution shall be made without interest no later than on the first day of the month next following the month in which cash distributions are made to Unitholders.

Regular Vesting. Except as otherwise provided in Section 4 below, the Restricted Units granted hereunder shall vest 180 calendar days from the Grant Date. Your service as a member of the Board of the Company must be continuous from the Grant Date through such date in order for the Award to become vested.

Death or Disability. If your service with the Company terminates as a result of your death or a disability (within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended and in effect from time to time (the “Code”)), the Restricted Units then held by you automatically will become fully vested upon such termination.

Termination by the Company other than for Cause. If your service is terminated by the Company for any reason other than “Cause,” as determined by the Company in accordance with the definition below, the Restricted Units then held by you automatically will become fully vested upon such termination.

Change of Control. All outstanding Restricted Units held by you automatically shall become fully vested upon a Change of Control.

Other Terminations. If your service with the Company terminates for any reason other than as provided in (a) and (b) above, and (c) does not apply, all unvested Restricted Units then held by you automatically shall be forfeited without payment upon termination of your service with the Company.

For purposes of this Section 4, “service with the Company” shall include being an employee of or a director or consultant to the Company or an Affiliate.

Unit Certificates. A certificate evidencing the Restricted Units shall be issued in your name, pursuant to which you shall have all voting rights. The certificate shall bear the following legend:

The Company may cause the certificate to be delivered upon issuance to the Secretary of the Company as a depository for safekeeping until the forfeiture occurs or the restrictions lapse pursuant to the terms of this Agreement. Upon request of the Company, you shall deliver to the Company a unit power, endorsed in blank, relating to the Restricted Units then subject to the restrictions. Upon the lapse of the restrictions without forfeiture, the

Company shall cause a certificate or certificates to be issued without legend in your name in exchange for the certificate evidencing the Restricted Units.

Limitations Upon Transfer. All rights under this Agreement shall belong to you alone and may not be transferred, assigned, pledged, or hypothecated by you in any way (whether by operation of law or otherwise), other than by will or the laws of descent and distribution and shall not be subject to execution, attachment, or similar process. Upon any attempt by you to transfer, assign, pledge, hypothecate, or otherwise dispose of such rights contrary to the provisions in this Agreement or the Plan, or upon the levy of any attachment or similar process upon such rights, such rights shall immediately become null and void.

Restrictions. By accepting this grant, you agree that any Units which you may acquire upon vesting of this Award will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable federal or state securities laws. You also agree that (i) the certificates representing the Units acquired under this Award may bear such legend or legends as the Committee deems appropriate in order to assure compliance with applicable securities laws, (ii) the Company may refuse to register the transfer of the Units acquired under this Award on the transfer records of the Company if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of any applicable securities law, and (iii) the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the Units to be acquired under this Award.

Withholding of Tax. To the extent that the grant or vesting of a Restricted Unit results in the receipt of compensation by you with respect to which the Company or an Affiliate has a tax withholding obligation pursuant to applicable law, unless other arrangements have been made by you that are acceptable to the Company or such Affiliate, you shall deliver to the Company or the Affiliate such amount of money as the Company or the Affiliate may require to meet its withholding obligations under such applicable law. No issuance of an unrestricted Unit shall be made pursuant to this Agreement until you have paid or made arrangements approved by the Company or the Affiliate to satisfy in full the applicable tax withholding requirements of the Company or Affiliate with respect to such event.

Code Section 83(b) Election. You shall be permitted to make an election under Section 83(b) of the Code, to include an amount in income in respect of the Award of Restricted Units in accordance with the requirements of Section 83(b) of the Code.

Binding Effect. This Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company and upon any person lawfully claiming under you.

Entire Agreement. This Agreement, together with the Plan, constitute the entire agreement of the parties with regard to the subject matter hereof, and together contain all the covenants, promises, representations, warranties and agreements between the parties with respect to the Restricted Units granted hereby. Without limiting the scope of the

preceding sentence, all prior understandings and agreements, if any, among the parties hereto relating to the subject matter hereof are hereby null and void and of no further force and effect. Any modification of this Agreement shall be effective only if it is in writing and signed by both you and an authorized officer of the Company.

Governing Law. This grant shall be governed by, and construed in accordance with, the laws of the State of Oklahoma, without regard to conflicts of laws principles thereof that would apply the law of any other state.

 

 

 

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