##### 



Exhibit 3.2
 Execution Copy
 
 AMENDED AND RESTATED
 AGREEMENT OF LIMITED PARTNERSHIP
 OF
 WILLIAMS PARTNERS L.P.




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TABLE OF CONTENTS
 ARTICLE IDEFINITIONSSection 1.1
    
    Definitions
    
    
    1Section 1.2
    
    Construction
    
    
    21ARTICLE IIORGANIZATIONSection 2.1
    
    Formation
    
    
    21Section 2.2
    
    Name
    
    
    21Section 2.3
    
    Registered Office; Registered Agent; Principal Office; Other Offices
    
    
    21Section 2.4
    
    Purpose and Business
    
    
    22Section 2.5
    
    Powers
    
    
    22Section 2.6
    
    Power of Attorney
    
    
    22Section 2.7
    
    Term
    
    
    23Section 2.8
    
    Title to Partnership Assets
    
    
    24ARTICLE IIIRIGHTS OF LIMITED PARTNERSSection 3.1
    
    Limitation of Liability
    
    
    24Section 3.2
    
    Management of Business
    
    
    24Section 3.3
    
    Outside Activities of the Limited Partners
    
    
    25Section 3.4
    
    Rights of Limited Partners
    
    
    25ARTICLE IVCERTIFICATES; RECORD HOLDERS; TRANSFER OFPARTNERSHIP INTERESTS; REDEMPTION OF PARTNERSHIP INTERESTSSection 4.1
    
    Certificates
    
    
    26Section 4.2
    
    Mutilated, Destroyed, Lost or Stolen Certificates
    
    
    26Section 4.3
    
    Record Holders
    
    
    27Section 4.4
    
    Transfer Generally
    
    
    27Section 4.5
    
    Registration and Transfer of Limited Partner Interests
    
    
    28Section 4.6
    
    Transfer of the General Partners General Partner Interest
    
    
    28Section 4.7
    
    Transfer of Incentive Distribution Rights
    
    
    29Section 4.8
    
    Restrictions on Transfers
    
    
    29Section 4.9
    
    Citizenship Certificates; Non-citizen Assignees
    
    
    31Section 4.10
    
    Redemption of Partnership Interests of Non-citizen Assignees
    
    
    31
 
 i




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ARTICLE VCAPITAL CONTRIBUTIONS ANDISSUANCE OF PARTNERSHIP INTERESTSSection 5.1
    
    Organizational Contributions
    
    
    33Section 5.2
    
    Contributions by the General Partner and its Affiliates
    
    
    33Section 5.3
    
    Contributions by Initial Limited Partners and Distributions to the
General Partner and its Affiliates
    
    
    34Section 5.4
    
    Interest and Withdrawal
    
    
    34Section 5.5
    
    Capital Accounts
    
    
    34Section 5.6
    
    Issuances of Additional Partnership Securities
    
    
    37Section 5.7
    
    Conversion of Subordinated Units
    
    
    38Section 5.8
    
    Limited Preemptive Right
    
    
    39Section 5.9
    
    Splits and Combinations
    
    
    39Section 5.10
    
    Fully Paid and Non-Assessable Nature of Limited Partner Interests
    
    
    40ARTICLE VIALLOCATIONS AND DISTRIBUTIONSSection 6.1
    
    Allocations for Capital Account Purposes
    
    
    40Section 6.2
    
    Allocations for Tax Purposes
    
    
    48Section 6.3
    
    Requirement and Characterization of Distributions; Distributions to
Record Holders
    
    
    50Section 6.4
    
    Distributions of Available Cash from Operating Surplus
    
    
    51Section 6.5
    
    Distributions of Available Cash from Capital Surplus
    
    
    53Section 6.6
    
    Adjustment of Minimum Quarterly Distribution and Target Distribution
Levels
    
    
    53Section 6.7
    
    Special Provisions Relating to the Holders of Subordinated Units
    
    
    54Section 6.8
    
    Special Provisions Relating to the Holders of Incentive Distribution Rights
    
    
    55Section 6.9
    
    Entity-Level Taxation
    
    
    55ARTICLE VIIMANAGEMENT AND OPERATION OF BUSINESSSection 7.1
    
    Management
    
    
    55Section 7.2
    
    Certificate of Limited Partnership
    
    
    58Section 7.3
    
    Restrictions on the General Partners Authority
    
    
    58Section 7.4
    
    Reimbursement of the General Partner
    
    
    59Section 7.5
    
    Outside Activities
    
    
    60Section 7.6
    
    Loans from the General Partner; Loans or Contributions from the
Partnership or Group Members
    
    
    61Section 7.7
    
    Indemnification
    
    
    61
 
 ii




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Section 7.8
    
    Liability of Indemnitees
    
    
    63Section 7.9
    
    Resolution of Conflicts of Interest; Standards of Conduct and
Modification of Duties
    
    
    64Section 7.10
    
    Other Matters Concerning the General Partner
    
    
    65Section 7.11
    
    Purchase or Sale of Partnership Securities
    
    
    66Section 7.12
    
    Registration Rights of the General Partner and its Affiliates
    
    
    66Section 7.13
    
    Reliance by Third Parties
    
    
    69ARTICLE VIIIBOOKS, RECORDS, ACCOUNTING AND REPORTSSection 8.1
    
    Records and Accounting
    
    
    70Section 8.2
    
    Fiscal Year
    
    
    70Section 8.3
    
    Reports
    
    
    70ARTICLE IXTAX MATTERSSection 9.1
    
    Tax Returns and Information
    
    
    71Section 9.2
    
    Tax Elections
    
    
    71Section 9.3
    
    Tax Controversies
    
    
    71Section 9.4
    
    Withholding
    
    
    71ARTICLE XADMISSION OF PARTNERSSection 10.1
    
    Admission of Initial Limited Partners
    
    
    72Section 10.2
    
    Admission of Limited Partners
    
    
    72Section 10.3
    
    Admission of Successor General Partner
    
    
    73Section 10.4
    
    Amendment of Agreement and Certificate of Limited Partnership
    
    
    73ARTICLE XIWITHDRAWAL OR REMOVAL OF PARTNERSSection 11.1
    
    Withdrawal of the General Partner
    
    
    73Section 11.2
    
    Removal of the General Partner
    
    
    75Section 11.3
    
    Interest of Departing Partner and Successor General Partner
    
    
    75Section 11.4
    
    Termination of Subordination Period, Conversion of Subordinated
Units and Extinguishment of Cumulative Common Unit Arrearages
    
    
    77Section 11.5
    
    Withdrawal of Limited Partners
    
    
    77
 
 iii




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ARTICLE XIIDISSOLUTION AND LIQUIDATIONSection 12.1
    
    Dissolution
    
    
    77Section 12.2
    
    Continuation of the Business of the Partnership After Dissolution
    
    
    78Section 12.3
    
    Liquidator
    
    
    79Section 12.4
    
    Liquidation
    
    
    79Section 12.5
    
    Cancellation of Certificate of Limited Partnership
    
    
    80Section 12.6
    
    Return of Contributions
    
    
    80Section 12.7
    
    Waiver of Partition
    
    
    80Section 12.8
    
    Capital Account Restoration
    
    
    80ARTICLE XIIIAMENDMENT OF PARTNERSHIPAGREEMENT; MEETINGS; RECORD DATESection 13.1
    
    Amendments to be Adopted Solely by the General Partner
    
    
    81Section 13.2
    
    Amendment Procedures
    
    
    82Section 13.3
    
    Amendment Requirements
    
    
    82Section 13.4
    
    Special Meetings
    
    
    83Section 13.5
    
    Notice of a Meeting
    
    
    84Section 13.6
    
    Record Date
    
    
    84Section 13.7
    
    Adjournment
    
    
    84Section 13.8
    
    Waiver of Notice; Approval of Meeting; Approval of Minutes
    
    
    84Section 13.9
    
    Quorum and Voting
    
    
    85Section 13.10
    
    Conduct of a Meeting
    
    
    85Section 13.11
    
    Action Without a Meeting
    
    
    85Section 13.12
    
    Right to Vote and Related Matters
    
    
    86ARTICLE XIVMERGERSection 14.1
    
    Authority
    
    
    87Section 14.2
    
    Procedure for Merger or Consolidation
    
    
    87Section 14.3
    
    Approval by Limited Partners of Merger or Consolidation
    
    
    88Section 14.4
    
    Certificate of Merger
    
    
    89Section 14.5
    
    Amendment of Partnership Agreement
    
    
    89Section 14.6
    
    Effect of Merger
    
    
    89
 
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ARTICLE XVRIGHT TO ACQUIRE LIMITED PARTNER INTERESTSSection 15.1
    
    Right to Acquire Limited Partner Interests
    
    
    90ARTICLE XVIGENERAL PROVISIONSSection 16.1
    
    Addresses and Notices
    
    
    91Section 16.2
    
    Further Action
    
    
    92Section 16.3
    
    Binding Effect
    
    
    92Section 16.4
    
    Integration
    
    
    92Section 16.5
    
    Creditors
    
    
    92Section 16.6
    
    Waiver
    
    
    93Section 16.7
    
    Third-Party Beneficiaries
    
    
    93Section 16.8
    
    Counterparts
    
    
    93Section 16.9
    
    Applicable Law
    
    
    93Section 16.10
    
    Invalidity of Provisions
    
    
    93Section 16.11
    
    Consent of Partners
    
    
    93Section 16.12
    
    Facsimile Signatures
    
    
    93
 
 v




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AMENDED AND RESTATED AGREEMENT OF
 LIMITED PARTNERSHIP OF WILLIAMS PARTNERS L.P.
  ARTICLE I
 DEFINITIONS
 Definitions
  Acquisition
 Additional Book Basis
  provided




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Additional Book Basis Derivative Items Excess Additional Book Basis
 Adjusted Capital Account
 Adjusted Operating Surplus
 Adjusted Property
 2




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Affiliate
 Aggregate Remaining Net Positive Adjustments
 Agreed Allocation
 Agreed Value
 Agreement
 Associate
 Available Cash
   3




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provided however
 Available Cash
 Board of Directors
 Book Basis Derivative Items
 Book-Down Event
 Book-Tax Disparity
 Book-Up Event
 Business Day
 Capital Account
 4




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Capital Contribution
 Capital Improvement
 Capital Surplus
 Carrying Value
 Cause
 Certificate Exhibit A
 Certificate of Limited Partnership
 5




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Citizenship Certification
 Claim
 Closing Date
 Closing Price
 Code
 Combined Interest
 Commission
 Common Unit
 Common Unit Arrearage
 Conflicts Committee
 Contributed Property
 6




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Contribution Agreement
 Cumulative Common Unit Arrearage
 Curative Allocation
 Current Market Price
 Delaware Act
 Departing Partner
 Depositary
 Economic Risk of Loss
 Eligible Citizen
 Environmental Indemnity Obligation
 Estimated Incremental Quarterly Tax Amount
 7




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Event of Withdrawal
 Excess G&A Expenses
 Final Subordinated Units
 First Liquidation Target Amount
 First Target Distribution
 Fully Diluted Basis provided provided
 General Partner
 General Partner Interest
 8




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General Partner Unit
 Group
 Group Member
 Group Member Agreement
 Holder
 Incentive Distribution Right
 Incentive Distributions
 Indemnified Persons
 Indemnitee
 9




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Initial Common Units
 Initial Limited Partners
 Initial Offering
 Initial Unit Price
 Interim Capital Transactions
 Issue Price
 Limited Partner provided however
 10




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Limited Partner Interest provided however
 Liquidation Date
 Liquidator
 Merger Agreement
 Minimum Quarterly Distribution
 National Securities Exchange
 Net Agreed Value
 Net Income
 11




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provided
 Net Loss provided
 Net Positive Adjustments
 Net Termination Gain
 Net Termination Loss
 Non-citizen Assignee
 Nonrecourse Built-in Gain
 Nonrecourse Deductions
 12




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Nonrecourse Liability
 Notice of Election to Purchase
 Omnibus Agreement
 Operating Company
 Operating Company Agreement
 Operating Expenditures
    Operating Surplus
  13




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provided however
 Operating Surplus
 Opinion of Counsel
 Option Closing Date
 Organizational Limited Partner
 Outstanding provided however provided
 14




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Over-Allotment Option
 Parity Units
 Partner Nonrecourse Debt
 Partner Nonrecourse Debt Minimum Gain
 Partner Nonrecourse Deductions
 Partners
 Partnership
 Partnership Group
 Partnership Interest
 Partnership Minimum Gain
 Partnership Security
 Percentage Interest
 15




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Person
 Per Unit Capital Amount
 Pro Rata
 Purchase Date
 Quarter
 Recapture Income
 Record Date
 Record Holder
 16




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Redeemable Interests
 Registration Statement
 Remaining Net Positive Adjustments
 Required Allocations
 Residual Gain Residual Loss
 Second Liquidation Target Amount
 Second Target Distribution
 Securities Act
 17




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Selling Unitholders
 Share of Additional Book Basis Derivative Items
 Special Approval
 Subordinated Unit
 Subordination Period
   18




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Subsidiary
 Surviving Business Entity
 Third Liquidation Target Amount
 Third Target Distribution
 Trading Day
 Transfer
 Transfer Agent provided
 Underwriter Schedule I
 Underwriting Agreement
 19




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Unit
 Unitholders
 Unit Majority
 Unpaid MQD
 Unrealized Gain
 Unrealized Loss
 Unrecovered Capital
 U.S. GAAP
 WES
 Williams
 Withdrawal Opinion of Counsel
 Working Capital Borrowings
 20




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Construction
  ARTICLE II
 ORGANIZATION
 Formation
  Name
  Registered Office; Registered Agent; Principal Office; Other Offices
  21




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Purpose and Business
 provided however
 Powers
  Power of Attorney
   22




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provided
   Term
  23




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Title to Partnership Assets
 provided however provided
 ARTICLE III
 RIGHTS OF LIMITED PARTNERS
 Limitation of Liability
  Management of Business
  24




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Outside Activities of the Limited Partners
  Rights of Limited Partners
         25




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ARTICLE IV
 CERTIFICATES; RECORD HOLDERS; TRANSFER OF
 PARTNERSHIP INTERESTS; REDEMPTION OF PARTNERSHIP INTERESTS
 Certificates
 provided however
 Mutilated, Destroyed, Lost or Stolen Certificates
      26




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Record Holders
  Transfer Generally
   27




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Registration and Transfer of Limited Partner Interests
  provided
   Transfer of the General Partners General Partner Interest
  28




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Transfer of Incentive Distribution Rights
  Restrictions on Transfers
  29




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##### 



provided however
     30




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Citizenship Certificates; Non-citizen Assignees
     Redemption of Partnership Interests of Non-citizen Assignees
  31




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32




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ARTICLE V
 CAPITAL CONTRIBUTIONS AND
 ISSUANCE OF PARTNERSHIP INTERESTS
 Organizational Contributions
  Contributions by the General Partner and its Affiliates
   33




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Section 5.3
    
    Contributions by Initial Limited Partners and Distributions to the General Partner and
its Affiliates.
   Interest and Withdrawal
  Capital Accounts
  34




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35




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provided however
     36




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provided however
  Issuances of Additional Partnership Securities
   37




---



##### 



Conversion of Subordinated Units
    38




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##### 



Limited Preemptive Right
  Splits and Combinations
   39




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Fully Paid and Non-Assessable Nature of Limited Partner Interests
  ARTICLE VI
 ALLOCATIONS AND DISTRIBUTIONS
 Allocations for Capital Account Purposes
  Net Income
  40




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Net Losses
 provided
 provided
  Net Termination Gains and Losses provided however
  41




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Unpaid MQD
  First Liquidation Target Amount
  42




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Second Liquidation Target Amount
 Third Liquidation Target Amount
      Special Allocations
 Partnership Minimum Gain Chargeback
 43




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Chargeback of Partner Nonrecourse Debt Minimum Gain
 Priority Allocations
  44




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Qualified Income Offset
 Gross Income Allocations provided
 Nonrecourse Deductions
 45




---



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Partner Nonrecourse Deductions
 Nonrecourse Liabilities
 Code Section 754 Adjustments
 Economic Uniformity Final Subordinated Units
 46




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Curative Allocation
   Corrective Allocations
  47




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Certain Allocations to the General Partner
 Allocations for Tax Purposes
    48




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49




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provided however
 ; provided however
  Section 6.3
    
    Requirement and Characterization of Distributions; Distributions to Record Holders.
  50




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Capital Surplus
    Distributions of Available Cash from Operating Surplus
 During Subordination Period
    51




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provided however
 After Subordination Period
    52




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provided however
 Distributions of Available Cash from Capital Surplus
  Section 6.6
    
    Adjustment of Minimum Quarterly Distribution and Target Distribution Levels.
  53




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Special Provisions Relating to the Holders of Subordinated Units
 provided however provided however
  provided however
 54




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Section 6.8
    
    Special Provisions Relating to the Holders of Incentive Distribution Rights.
  Entity-Level Taxation
 Estimated Incremental Quarterly Tax Amount
 ARTICLE VII
 MANAGEMENT AND OPERATION OF BUSINESS
 Management
  55




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56




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##### 



57




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Certificate of Limited Partnership
  Restrictions on the General Partners Authority
  provided however
 58




---



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Reimbursement of the General Partner
    59




---



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Outside Activities
      60




---



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Affiliates
 Section 7.6
    
    Loans from the General Partner; Loans or Contributions from the Partnership or Group Members.
 provided however Group Member
   Indemnification
 provided
 61




---



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provided
      62




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Liability of Indemnitees
     63




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Section 7.9
    
    Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties.
    64




---



##### 



Other Matters Concerning the General Partner
   65




---



##### 



Purchase or Sale of Partnership Securities
 provided
 Registration Rights of the General Partner and its Affiliates
 Holder provided however provided further
 66




---



##### 



provided however
  67




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Indemnified Persons
 68




---



##### 



provided however
 provided however
   Reliance by Third Parties
  69




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ARTICLE VIII
 BOOKS, RECORDS, ACCOUNTING AND REPORTS
 Records and Accounting
 provided
 Fiscal Year
  Reports
   70




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ARTICLE IX
 TAX MATTERS
 Tax Returns and Information
  Tax Elections
   Tax Controversies
  Withholding
  71




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ARTICLE X
 ADMISSION OF PARTNERS
 Admission of Initial Limited Partners
  Admission of Limited Partners
   72




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Admission of Successor General Partner
 provided however
 Amendment of Agreement and Certificate of Limited Partnership
  ARTICLE XI
 WITHDRAWAL OR REMOVAL OF PARTNERS
 Withdrawal of the General Partner
 Event of
Withdrawal
    73




---



##### 



provided Withdrawal Opinion of Counsel
 74




---



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Removal of the General Partner
  Interest of Departing Partner and Successor General Partner
  75




---



##### 



Combined Interest
   76




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Section 11.4
    
    Termination of Subordination Period, Conversion of Subordinated Units and Extinguishment of Cumulative Common Unit Arrearages.
  Section 11.5
    
    Withdrawal of Limited Partners.
 provided
 ARTICLE XII
 DISSOLUTION AND LIQUIDATION
 Section 12.1
    
    Dissolution.
  77




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Continuation of the Business of the Partnership After Dissolution
    provided
 78




---



##### 



Liquidator
  Liquidation
    79




---



##### 



Cancellation of Certificate of Limited Partnership
  Return of Contributions
  Waiver of Partition
  Capital Account Restoration
  80




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ARTICLE XIII
 AMENDMENT OF PARTNERSHIP
AGREEMENT; MEETINGS; RECORD DATE
 Amendments to be Adopted Solely by the General Partner
      Quarter
  81




---



##### 



Amendment Procedures
 provided however
 Amendment Requirements
  82




---



##### 



Special Meetings
  83




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##### 



Notice of a Meeting
  Record Date
  Adjournment
  Waiver of Notice; Approval of Meeting; Approval of Minutes
  84




---



##### 



Quorum and Voting
  Conduct of a Meeting
  Action Without a Meeting
  85




---



##### 



Right to Vote and Related Matters
 Outstanding
  86




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ARTICLE XIV
 MERGER
 Authority
 Merger Agreement
 Procedure for Merger or Consolidation
 provided however
  Surviving Business Entity
   87




---



##### 



Approval by Limited Partners of Merger or Consolidation
      88




---



##### 



Certificate of Merger
  Amendment of Partnership Agreement
  Effect of Merger
      89




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ARTICLE XV
 RIGHT TO ACQUIRE LIMITED PARTNER INTERESTS
 Right to Acquire Limited Partner Interests
 Current Market Price Closing Price Trading Day
 Notice of Election to Purchase
 90




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ARTICLE XVI
 GENERAL PROVISIONS
 Addresses and Notices
  91




---



##### 



Further Action
  Binding Effect
  Integration
  Creditors
  92




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##### 



Waiver
  Third-Party Beneficiaries
  Counterparts
  Applicable Law
  Invalidity of Provisions
  Consent of Partners
  Facsimile Signatures
   93




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IN WITNESS WHEREOF
 GENERAL PARTNER:Williams Partners GP LLCBy:
    
    /s/ Alan S. ArmstrongName:
    
    Alan S. ArmstrongTitle:
    
    Chief Operating OfficerLIMITED PARTNERSWilliams Energy Services, LLCBy:
    
    /s/ Alan S. ArmstrongName:
    
    Alan S. ArmstrongTitle:
    
    Senior Vice PresidentWilliams Energy, L.L.C.By:
    
    /s/ Alan S. ArmstrongName:
    
    Alan S. ArmstrongTitle:
    
    Senior Vice President and General Manager -Business DevelopmentWilliams Discovery Pipeline LLCBy:
    
    /s/ Alan S. ArmstrongName:
    
    Alan S. ArmstrongTitle:
    
    Senior Vice President and General
Manager
 S-94




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Williams Partners Holdings LLCBy:
    
    /s/ Alan S. ArmstrongName:
    
    Alan S. ArmstrongTitle:
    
    Chief Operating Officer
 All Limited Partners now and hereafter admitted as
Limited Partners of the Partnership, pursuant to
powers of attorney now and hereafter executed in
favor of, and granted and delivered to the General
Partner or without execution hereof pursuant to
Section 10.2(a) hereof.
 Williams Partners GP LLCBy:
    
    /s/ Alan S. ArmstrongName:
    
    Alan S. ArmstrongTitle:
    
    Chief Operating Officer
 S-95




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EXHIBIT A
to the Amended and Restated
Agreement of Limited Partnership of
Williams Partners L.P.
Certificate Evidencing Common Units
Representing Limited Partner Interests in
Williams Partners L.P.
 No. ___
    
    ___Common Units
  Partnership
Agreement Partnership Holder Common Units
  A-1




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Dated:
    
    Williams Partners L.P.Countersigned and Registered by:
    
    By:
    
    Williams Partners GP LLC,its General PartnerBy:as Transfer Agent and Registrar
    
    Name:By:
    
    By:Authorized Signature
    
    
    
    Secretary
  ABBREVIATIONS
  TEN COM -
    
    as tenants in common
    
    UNIF GIFT/TRANSFERS MIN ACTTEN ENT -
    
    as tenants by the entireties
    
    Custodian(Cust)                                                                           (Minor)JT TEN -
    
    as joint tenants with right of
    
    under Uniform Gifts/Transfers to CDsurvivorship and not as
    
    Minors Act (State)tenants in commonAdditional abbreviations, though not in the above list, may also be used.
 ASSIGNMENT OF COMMON UNITS
in
WILLIAMS PARTNERS L.P.
  (Please print or typewrite name
    
    (Please insert Social Security or otherand address of assignee)
    
    identifying number of assignee)
 A-2




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Date:
    
    NOTE:
    
    The signature to any endorsement hereon must correspond with the name as written upon
the face of this Certificate in every particular, without alteration, enlargement or change.
 A-3




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THE SIGNATURE(S) MUST BEGUARANTEED BY AN ELIGIBLE
    
    (Signature)GUARANTOR INSTITUTION (BANKS,STOCKBROKERS, SAVINGS ANDLOAN ASSOCIATIONS AND CREDITUNIONS WITH MEMBERSHIP IN ANAPPROVED SIGNATURE
    
    (Signature)GUARANTEE MEDALLIONPROGRAM), PURSUANT TO S.E.C.RULE 17d-15Signature(s) Guaranteed
  A-4




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Amendment No. 1
to
Amended and Restated Agreement of Limited Partnership
of Williams Partners L.P.
 Amendment Partnership Agreement
 Registration Statement
 pro rata




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GENERAL PARTNER:Williams Partners GP LLCBy:
    
    /s/ Alan S. ArmstrongAlan S. ArmstrongChief Operating Officer