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                                                                    EXHIBIT 10.3

                                                                  EXECUTION COPY


                          THE WILLIAMS COMPANIES, INC.
                              L/C CREDIT AGREEMENT


                               CONSENT AND WAIVER
                          DATED AS OF JANUARY 22, 2003



                  This CONSENT AND WAIVER, dated as of January 22, 2003, under
(a) the Amended and Restated Credit Agreement dated as of October 31, 2002 (the
"Credit Agreement"), among The Williams Companies, Inc., a Delaware corporation
(the "Borrower"), Citicorp USA, Inc., as agent and collateral agent (the
"Agent"), Bank of America N.A. as Syndication Agent, Citibank, N.A., Bank of
America N.A. and The Bank of Novia Scotia as issuing banks and the various
lenders and other Persons from time to time party thereto (collectively, the
"Banks") and (b) the Collateral Trust Agreement, dated as of July 31, 2002,
among TWC and certain of its Subsidiaries in favor of Citibank, N.A., as
collateral trustee (the "Collateral Trustee") for the benefit of the holders of
the Secured Obligations (as defined therein), as amended by that First Amendment
to Collateral Trust Agreement dated October 31, 2002 (such agreement, as
amended, being referred to herein as the "Collateral Trust Agreement").
Capitalized terms used without definition in this Consent and Waiver shall have
the meanings provided in the Credit Agreement and the Collateral Trust
Agreement. Any amendment to the definition of any term provided in the Credit
Agreement shall promptly be provided in writing to the Collateral Trustee and
shall have no effect hereunder unless consented to by the Collateral Trustee.


                              W I T N E S S E T H:

                  WHEREAS, pursuant to Section 5.1(e) of the Credit Agreement,
TWC is required to grant an Acceptable Security Interest over any portion of the
Refinery located in Alaska owned by TWC or any of its Subsidiaries within 15
Business Days of December 31, 2002;

                  WHEREAS, TWC was recently informed by its local counsel that
Alaska regulations require additional provisions (the "Regulatory Provisions")
be added to the pledge of certain of the real property interests related to the
Refinery located in Alaska (the "Alaska Refinery")

                  WHEREAS, pursuant to that certain notice letter dated January
22, 2003 (the "Notice Letter"), delivered by TWC, TWC has requested that the
Banks consent to an extension of the time period for granting an Acceptable
Security Interest in the Alaska Refinery; and

                  WHEREAS, the Banks party hereto are willing to grant the
requests of TWC;


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                  NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, and subject to the
terms and conditions hereof, the parties hereto agree as follows:

                  SECTION 1. Consent and Waiver. Subject to the occurrence of
the Effective Date (as defined herein), the Banks agree as follows:

                  (a) The Banks party hereto, each as holders of the Secured
         Obligations, consent to an extension of the time period with respect to
         the requirement to grant an Acceptable Security Interest in the Alaska
         Refinery to April 25, 2003.

                  (b) The Banks hereby instruct the Collateral Agent to
         undertake any and all actions as the Collateral Agent reasonably
         determines are necessary or desirable to ascertain the possible effect
         of the Regulatory Provisions.

                  SECTION 2. Conditions to Effectiveness. The provisions of this
Consent and Waiver shall become effective as of the date first above written
(the "Effective Date") when, and only when, the Agent or Collateral Trustee, as
applicable, shall have received counterparts of this Consent and Waiver duly
executed by each of the Borrowers and Banks constituting, in the aggregate, the
Majority Banks.

                  SECTION 3. Reference to and Effect on the Transaction
Documents.

                  (a) On and after the effectiveness of this Consent and Waiver,
         each reference in the Credit Agreement to "hereunder", "hereof' or
         words of like import referring to the Credit Agreement and each
         reference in the other Transaction Documents (as defined below) to the
         "Credit Agreement", "thereunder", "thereof' or words of like import
         referring to the Credit Agreement, shall mean and be a reference to the
         Credit Agreement as modified by this Consent and Waiver.

                  (b) The Credit Agreement and each of the L/C Collateral
         Documents (together, the "Transaction Documents"), as specifically
         modified by this Consent and Waiver, are and shall continue to be in
         full force and effect and are hereby in all respects ratified and
         confirmed.

                  (c) The execution, delivery and effectiveness of this Consent
         and Waiver shall not, except as expressly provided herein, operate as a
         waiver of any right, power or remedy of any Bank, the Agent, the
         Collateral Agent or the Collateral Trustee under any of the Transaction
         Documents, nor constitute a waiver of any provision of any of the
         Transaction Documents.

                  SECTION 4. Execution in Counterparts. This Consent and Waiver
may be executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute but one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Consent and Waiver by telecopier shall be effective as delivery of a manually
executed counterpart of this Consent and Waiver.


                                       2
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                  SECTION 5. Governing Law. This Consent and Waiver shall be
governed by, and construed in accordance with, the laws of the State of New York
and shall be subject to the jurisdictional and service provisions of the Credit
Agreement, as if this were a part of the Credit Agreement.

                  SECTION 6. Entire Agreement; Modification. This Consent and
Waiver constitutes the entire agreement of the parties hereto with respect to
the subject matter hereof, there being no other agreements or understandings,
oral, written or otherwise, respecting such subject matter, any such agreement
or understanding being superseded hereby, shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns, and
may not be amended, extended or otherwise modified, except in a writing executed
in whole or in counterparts by each party hereto.

                  SECTION 7. Waiver Provisions. This Consent and Waiver is
subject to the provisions of Section 9.1 of the Credit Agreement.



                              [Signatures follow.]




                                       3
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                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective officers thereunto duly authorized,
as of the date first above written.

                                CITICORP USA, INC , as Agent, Collateral Agent
                                and Bank

                                By:  /s/   Lydia G. Junek
                                   --------------------------------------------
                                   Name:   Lydia G. Junek
                                   Title:  Attorney-in-Fact














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                                 CITIBANK, N.A., as Issuing Bank

                                 By:  /s/   Lydia G. Junek
                                    -------------------------------------------
                                 Name:   Lydia G. Junek
                                 Title:  Attorney-in-Fact















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                                   BANK OF AMERICA N.A.,
                                   as Issuing Bank and Bank

                                   By:  /s/   Claire M. Liu
                                       ----------------------------------------
                                       Name:  Claire M. Liu
                                       Title: Managing Director










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                                      JPMORGAN CHASE BANK, as Bank

                                      By:   /s/   Thomas T. How
                                         --------------------------------------
                                      Name:  Thomas T. How
                                      Title: Vice President













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                                        THE BANK OF NOVA SCOTIA as
                                        Bank only and not as
                                        Issuing Bank or Canadian
                                        Issuing Bank

                                        By:  /s/   V. Gibson
                                           ------------------------------------
                                        Name:   V. Gibson
                                        Title: Assistant Agent

















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                                   LEHMAN COMMERCIAL PAPER INC., as Bank

                                   By: /s/  Suzanne Flynn
                                       ----------------------------------------
                                   Name:   Suzanne Flynn
                                   Title:  Authorized Signatory



















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                                CREDIT LYONNAIS NEW YORK BRANCH,
                                As Bank

                                By:  /s/   Phillippe Soustra
                                  ---------------------------------------------
                                Name:  Phillippe Soustra
                                Title: Executive Vice President
















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                                 TORONTO DOMINION (TEXAS), INC., as Bank

                                 By:  /s/   Jill Hall
                                    -------------------------------------------
                                 Name:   Jill Hall
                                 Title:  Vice President





















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Acknowledged and Agreed:

THE WILLIAMS COMPANIES, INC.

By:   /s/   James G. Ivey
   --------------------------------------------------
Name:  James G. Ivey
Title: Treasurer