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                                                                    EXHIBIT 10.8

                                    FORM OF

                            WILLIAMS ENERGY PARTNERS

                       ANNUAL INCENTIVE COMPENSATION PLAN


1.       INTENT.

         The purpose of this Annual Incentive Compensation Plan (the "Plan") is
to promote the interests of the Williams Energy Partners, L.P. (the
"Partnership") and its partners by motivating the key employees of Williams GP
LLC (the "Company") and its affiliates to produce outstanding results,
encouraging superior performance, increasing productivity, and aiding in the
ability to attract and retain such key employees through annual cash bonus
opportunities.

2.       PLAN GUIDELINES.

         The administration of the Plan and any potential financial remuneration
to come as a result of its implementation is subject to the determination by the
Compensation Committee of the Company's Board of Directors that the performance
goals for the applicable periods have been achieved. The Plan is an additional
compensation program designed to encourage Plan participants (designated by the
Company's Compensation Committee) to exceed specified objective performance
targets for the designated period. Payments under the Plan will be made upon
approval by the Company's Compensation Committee after it reviews the
performance results for the designated period.

3.       PERFORMANCE TARGETS.

         3.1 Designation of Performance Targets. The Compensation Committee
shall determine the performance target or targets to be used for each calendar
year (a "Plan Year") for determining the bonuses to be paid as a result of this
Plan. Performance targets may be based on [Company, regional, business units
and/or individual achievements,] or any combination of the same or on such other
factors as the Compensation Committee may determine. Different performance
targets may be established for different participants for any Plan Year.
Satisfactory results as determined by the Compensation Committee, in its sole
discretion, must be achieved in order for a performance payment to occur under
the Plan.

         3.2 Equitable Adjustment to Performance Targets. The performance
targets applicable to any participant for a Plan Year shall be subject to
equitable adjustment at the sole discretion of the Compensation Committee to
reflect the occurrence of any significant events during the Plan Year.

4.       PARTICIPANTS.

         Employees of the Company and its affiliates eligible to participate in
the Plan shall be designated by the Compensation Committee.


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5.       PERFORMANCE PAY.

         A participant's designated target bonus for a Plan Year will be
determined under criteria established or approved by the Compensation Committee
for that Plan Year. Care will be used in communicating to any participant his
performance targets and potential performance amount for a Plan Year. The amount
of target bonus a participant may receive for any Plan Year, if any, will depend
upon the performance level achieved for that Plan Year, as determined by the
Compensation Committee.

6.       TERMINATION OF EMPLOYMENT.

         A participant's termination of employment for any reason prior to a
performance payment will result in the participant's forfeiture of any right,
title or interest in a performance payment under the Plan, unless and to the
extent waived by the Compensation Committee, in its sole discretion.

7.       AMENDMENT AND TERMINATION.

         The Company's Compensation Committee, at its sole discretion, reserves
the right to amend the Plan and to terminate the Plan at any time.

8.       ADMINISTRATION OF PLAN.

         8.1 Administration. The Compensation Committee may delegate the
responsibility for the administration and operation of the Plan to the President
(or his designee(s)) of the Company or any participating affiliate. The
Compensation Committee (or the person(s) to which administrative authority has
been delegated) shall have the authority to interpret and construe any and all
provisions of the Plan, including all performance targets and whether and to
what extent achieved. Any determination made by the Compensation Committee (or
the person(s) to which administrative authority has been delegated) shall be
final and conclusive and binding on all persons.

         8.2 Indemnification. Neither the Company, any participating affiliate,
the Board of Directors, any member or any committee thereof, nor any employee of
the Company or any participating affiliate shall be liable for any act,
omission, interpretation, construction or determination made in connection with
the Plan in good faith; and the members of the Company's Board of Directors, the
Compensation Committee and/or the employees of the Company and any participating
affiliate shall be entitled to indemnification and reimbursement by the Company
to the maximum extent permitted by law in respect of any claim, loss, damage or
expense (including counsel's fees) arising from their acts, omission and conduct
in their official capacity with respect to the Plan.

9.       GENERAL PROVISIONS.

         9.1 Non-Guarantee of Employment. Nothing contained in this Plan shall
be construed as a contract of employment between the Company and/or a
participating affiliate and a participant, and nothing in this Plan shall confer
upon any participant any right to continued employment with

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the Company or a participating affiliate, or to interfere with the right of the
Company or a participating affiliate to discharge a participant, with or without
cause.

         9.2 Interests Not Transferable. No benefits under the Plan shall be
subject in any manner to alienation, sale, transfer, assignment, pledge,
attachment or other legal process, or encumbrance of any kind, and any attempt
to do so shall be void.

         9.3 Facility Payment. Any amounts payable hereunder to any person under
legal disability or who, in the judgment of the Compensation Committee or its
designee, is unable to properly manage his financial affairs, may be paid to the
legal representative of such person, or may be applied for the benefit of such
person in any manner which the Compensation Committee or its designee may
select, and each participating affiliate shall be relieved of any further
liability for payment of such amounts.

         9.4 Tax Withholding. The Company and/or any participating affiliate may
deduct from any payments otherwise due under this Plan to a participant (or
beneficiary) amounts required by law to be withheld for purposes of federal,
state or local taxes.

         9.5 Gender and Number. Words in the masculine gender shall include the
feminine gender, the plural shall include the singular and the singular shall
include the plural.

         9.6 Controlling Law. The law of the State of Oklahoma, without regard
to its conflict of laws principles, shall be controlling in all matters relating
to the Plan.

         9.7 No Rights to Award. No person shall have any claim to be granted
any award under the Plan, and there is no obligation for uniformity of treatment
of participants. The terms and conditions of awards need not be the same with
respect to each recipient.

         9.8 Severability. If any provision of the Plan or any award is or
becomes or is deemed to be invalid, illegal, or unenforceable in any
jurisdiction or as to any person or award, or would disqualify the Plan or any
award under the law deemed applicable by the Compensation Committee, such
provision shall be construed or deemed amended to conform to the applicable
laws, or if it cannot be construed or deemed amended without, in the
determination of the Compensation Committee, materially altering the intent of
the Plan or the award, such provision shall be stricken as to such jurisdiction,
person or award and the remainder of the Plan and any such award shall remain in
full force and effect.

         9.9 No Trust or Fund Created. Neither the Plan nor any award shall
create or be construed to create a trust or separate fund of any kind or a
fiduciary relationship between the Company or any participating affiliate and a
participant or any other person. To the extent that any person acquires a right
to receive payments from the Company or any participating affiliate pursuant to
an award, such right shall be no greater than the right of any general unsecured
creditor of the Company or any participating affiliate.


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         9.10 Headings. Headings are given to the Sections of the Plan solely as
a convenience to facilitate reference. Such headings shall not be deemed in any
way material or relevant to the construction or interpretation of the Plan or
any provision thereof.


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