Amended and Restated Management Incentive Compensation Plan


 Exhibit 10.5 
 ACCESS MIDSTREAM PARTNERS GP, L.L.C. 
 MANAGEMENT INCENTIVE COMPENSATION
PLAN 
 (as Amended and Restated as of December 20, 2012) 

I. Purpose of Plan 
 The Access Midstream Partners GP, L.L.C. Management Incentive Compensation Plan, as hereby amended and restated (the “Plan”), is intended to provide a method of attracting, motivating and
retaining individuals of outstanding competence and ability, and to motivate and encourage those individuals to devote their best efforts to the development and growth of the Partnership, thereby advancing the interests of the Partnership and its
equity owners. 
 II. Definitions and Construction 

2.1 Definitions. Where the following words and phrases are used in the Plan, they shall have the respective meanings
set forth below, unless the context clearly indicates to the contrary: 
 (a) “Affiliate” means any corporation,
partnership, limited liability company or partnership, association, trust or other organization which, directly or indirectly, controls, is controlled by, or is under common control with, the Partnership. For purposes of the preceding sentence,
“control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any entity or organization, shall mean the possession, directly or indirectly, of the
power (i) to vote 50% or more of the securities or equity interests having ordinary voting power for the election of directors of the controlled entity or organization, or (ii) to direct or cause the direction of the management and
policies of the controlled entity or organization, whether through the ownership of voting securities or equity interests or by contract or otherwise. 
 (b) “Annual Payment Percentage” means, with respect to a Participation Interest, the following, unless provided otherwise in a Participant’s Award Agreement: 

 

			
	 Fiscal Period
	  	 Annual Payment Percentage

	On or prior to the 1st Anniversary of the Award Commencement Date	  	20%
	After the 1st Anniversary but on or prior to the 2nd Anniversary of the Award Commencement Date	  	25%
	After the 2nd Anniversary but on or prior to the 3rd Anniversary of the Award Commencement Date	  	33-1/3%
	After the 3rd Anniversary but on or prior to the 4th Anniversary of the Award Commencement Date	  	50%
	After the 4th Anniversary but on or prior to the 5th Anniversary of the Award Commencement Date	  	100%







 (c) “Award Agreement” means a written agreement between the Company (or an
Affiliate) and an employee evidencing the award of a Participation Interest in the Plan and specifying the Participant’s Excess Return Percentage and Equity Uplift Value Percentage. 

(d) “Award Commencement Date” means, with respect to a Participation Interest, that date set forth as the Award
Commencement Date in the Award Agreement for such Participation Interest, provided, however, that for Participation Interests granted during 2010, the Award Commencement Date shall be January 1, 2010. 

(e) “Base Equity Value” means, with respect to a Participation Interest, the Base Equity Value designated by the Board
as of the Grant Date of such Participation Interest; provided, however, that, the Base Equity Value with respect to any Participation Interest granted in 2010 shall be the IPO Equity Value. The Base Equity Value shall be set forth in the
applicable Award Agreement. 
 (f) “Base Unit Value” means, with respect to a Participation Interest, the Base
Unit Value designated by the Board as of the Grant Date of such Participation Interest. The Base Unit Value shall be set forth in the applicable Award Agreement. Appropriate adjustments shall be made to the Base Unit Value to give effect to any Unit
splits, combinations or similar adjustments occurring after the Award Commencement Date and prior to the Equity Uplift Payment Date; provided, however, that, the Base Unit Value with respect to any Participation Interest granted in 2010 shall
be the IPO Unit Value. 
 (g) “Board” means the board of managers of the JV; provided, however, if the JV no
longer exists, “Board” shall mean the board of managers or other governing body of the Plan Sponsor. 
 (h)
“Cause” shall have the meaning set forth in the Participant’s written employment agreement with the Company or an Affiliate; however, if the Participant does not have such an employment agreement, “Cause” means
(i) the Participant’s breach or threatened breach of any written employment agreement between the Company and the Participant; (ii) the Participant’s neglect of duties or failure to act, other than by reason of disability or
death; (iii) the misappropriation, fraudulent conduct, or acts of workplace dishonesty by the Participant with respect to the assets or operations of the Company or any of its Affiliates; (iv) the Participant’s failure to comply with
directives from superiors or written Company policies; (v) the Participant’s personal misconduct which injures the Company or an Affiliate and/or reflects poorly on the Company’s and/or an Affiliate’s reputation; (vi) the
Participant’s failure to perform the Participant’s duties; or (vii) the conviction of the Participant for, or a plea of guilty or no contest to, a felony or any crime involving moral turpitude. Any rights the Company or an Affiliate
may have hereunder in respect of an event giving rise to Cause shall be in addition to the rights the Company or Affiliate may have under any other agreement with the Participant or at law or in equity. 

  
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 (i) “Change of Control” means, and shall be deemed to have occurred upon,
any of the following events: (a) any “person” or “group” within the meaning of those terms as used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1933, other than Global Infrastructure Management, LLC or an
Affiliate thereof or fund or investment vehicle managed thereby or The Williams Companies, Inc. or an Affiliate thereof (a “Third Party”) shall become the direct or indirect beneficial owner, by way of merger, consolidation,
recapitalization, reorganization or otherwise, of more than 50% of the voting power of the voting securities of the Company; (b) the sale or other disposition, including by way of liquidation, by either the Partnership or the Company of all or
substantially all of its assets, whether in a single or series of related transactions, to one or more Third Parties; or (c) any sale or other disposition by (i) Global Infrastructure Management, LLC, its Affiliates and each fund and
investment vehicle managed thereby, or (ii) The Williams Companies, Inc. and its Affiliates, in either case, of all of the voting securities of the Company held by such entities (other than sales or dispositions by such entities to their own
Affiliates or funds or investment vehicles managed by such entities or the investors in such funds and investment vehicles). Notwithstanding the foregoing, if a Change of Control constitutes a payment event with respect to any Participation Interest
(or any portion thereof) that provides for the deferral of compensation and is subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), then, to the extent required to avoid the imposition of
additional taxes under Section 409A of the Code, the transaction or event described in subsection (a), (b) or (c) with respect to such Participation Interest (or portion thereof) shall only constitute a Change of Control if such
transaction or event also constitutes a “change in control event,” as defined in Treasury Regulation Section 1.409A-3(i)(5). For clarity, (A) the IPO was not a Change of Control, (B) the consummation of the transactions
contemplated by that certain Purchase Agreement, dated as of December 11, 2012, by and among GIP-A Holding (CHK), L.P., GIP-B Holding (CHK), L.P., GIP-C Holding (CHK), L.P. and The Williams Companies, Inc. shall not constitute a Change of
Control, and (C) the consummation of the transactions contemplated by (i) that certain Purchase Agreement, dated as of June 7, 2012, by and among Chesapeake Midstream Holdings, L.L.C., GIP II Eagle 1 Holding, L.P., GIP II Eagle 2
Holding, L.P. and GIP II Eagle 3 Holding, L.P., and/or (ii) that certain Purchase Agreement, dated as of June 7, 2012, by and among Chesapeake Midstream Holdings, L.L.C. and GIP II Eagle 4 Holding, L.P., either alone or together, shall not
constitute a Change of Control. 
 (j) “Company” means Access Midstream Partners GP, L.L.C. 

(k) “Dilution Adjustment” means, with respect to a Participant’s Excess Return Percentage and Equity Uplift Value
Percentage, as set forth in his or her Award Agreement, the product of such applicable percentage and a fraction, the numerator of which is the number of Units outstanding on the Award Commencement Date (or, in the case of Participation Interests
granted in 2010, the closing date of the IPO), and the denominator of which is (1) with respect to the Participant’s Excess Return Percentage applicable for a specified fiscal quarter in a Fiscal Year, the number of Units outstanding on
the record date for the distribution made with respect to the applicable fiscal quarter and (2) with respect to the Participant’s Equity Uplift Value Percentage, the total number of Units outstanding on the Equity Uplift Payment Date.
Appropriate adjustment shall be made to the Dilution Adjustments to give effect to any Unit splits, combinations or similar adjustments occurring after the Award Commencement Date and prior to an applicable Excess Return payment date or the Equity
Uplift Payment Date. 

  
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 (l) “Disability” shall have the meaning set forth in the Participant’s
employment agreement with the Company or an Affiliate; however, if the Participant does not have such an employment agreement, “Disability” means a disability that entitles the Participant to long-term disability benefits under a long-term
disability plan of the Company or an Affiliate. 
 (m) “Distributed Cash” means, with respect to a fiscal
quarter in a Fiscal Year, the amount of cash distributed by the Partnership, as applicable, to its equity owners (excluding distributions to the Company) with respect to such fiscal quarter of that Fiscal Year, as authorized by the Board (or deemed
authorized pursuant to the JV’s organizational documents). 
 (n) “Equity Uplift Payment Date” means the
fifth anniversary of the Award Commencement Date of a Participation Interest or, if earlier, the date of a Change of Control. 

(o) “Equity Uplift Value” means the product of A x B, where “A” is the Excess Unit Value and “B” is
the number of Units outstanding on the Equity Uplift Payment Date. 
 (p) “Equity Uplift Value Percentage”
means the Participant’s diluted percentage participation in the Equity Uplift Value, as set forth in his or her Award Agreement, subject to any Dilution Adjustment. 
 (q) “Excess Return” means, with respect to a fiscal quarter in a Fiscal Year, the excess (if any) of the Distributed Cash with respect to such fiscal quarter over the Preferred Return for
that fiscal quarter. 
 (r) “Excess Return Percentage” means, with respect to a Participant for a fiscal
quarter in a Fiscal Year, the percentage participation by such Participant in the Excess Return, if any, for that Fiscal Year, as set forth in his or her Award Agreement, adjusted for any Dilution Adjustment applicable for that fiscal quarter in the
Fiscal Year. 
 (s) “Excess Unit Value” means, unless otherwise specified in an Award Agreement with respect to
a particular Participation Interest, the excess, if any, of (i) the Unit Value on Equity Uplift Payment Date over (ii) the Base Unit Value. 
 (t) “Fair Market Value” means the closing sales price of a Unit on the principal national securities exchange or other market in which trading in Units occurs on the applicable date (or,
if there is no trading in the Units on such date, on the next preceding date on which there was trading) as reported in such reporting service approved by the Board. If Units are not traded on a national securities exchange or other market at the
time a determination of Fair Market Value is required to be made hereunder, the determination of Fair Market Value shall be made in good faith by the Board. 

  
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 (u) “Fiscal Year” means a calendar year, unless provided otherwise in a
Participant’s Award Agreement. 
 (v) “Good Reason” shall have the meaning set forth in the
Participant’s written employment agreement with the Company or an Affiliate; however, if the Participant does not have such an employment agreement, “Good Reason” means (1) the elimination of the Participant’s job position,
(2) a material reduction in the Participant’s duties, (3) the reassignment of the Participant to a new position of materially less authority, or (4) a material reduction in the Participant’s base salary. Notwithstanding the
preceding provisions or any other provision in the Plan to the contrary, any assertion by a Participant of a termination of employment for “Good Reason” shall not be effective unless all of the following conditions are satisfied:
(A) the condition described in the preceding sentence giving rise to such Participant’s termination of employment must have arisen without such Participant’s consent; (B) such Participant must provide written notice to the Board
of such condition within 90 days of the initial existence of the condition; (C) the condition specified in such notice must remain uncorrected for 30 days after receipt of such notice by the Board; and (D) the date of such
Participant’s termination of employment must occur within 30 days after the lapse of the 30-day period specified in subclause (C) above. 
 (w) “Grant Date” means, with respect to a Participation Interest, the date upon which such Participation Interest is awarded. 

(x) “IPO” means the initial public offering of equity interests of the Partnership on The New York Stock Exchange.

 (y) “IPO Equity Value” means $2,901,197,124.00. 

(z) “IPO Unit Value” means $21.00. Appropriate adjustments shall be made to the IPO Unit Value to give effect to any
Unit splits, combinations or similar adjustments occurring after the date of the applicable Award Agreement and prior to the Equity Uplift Payment Date. 
 (aa) “JV” means Chesapeake Midstream Ventures, L.L.C. or any successor entity that is owned and controlled by the parties that control the JV as of the initial date of this Plan.

 (bb) “Participant” means an employee of the Company, Chesapeake Midstream Management, L.L.C. or an Affiliate
thereof who has been awarded a Participation Interest pursuant to Section 3.2. 
 (cc) “Participation
Interest” means an interest awarded under the Plan to a Participant pursuant to an Award Agreement for the purpose of measuring the incentive compensation payable under the Plan to such Participant. A Participation Interest shall represent
a contingent right to receive a specified Excess Return Percentage of the Excess Return and a specified Equity Uplift Value Percentage of the Equity Uplift Value, subject to the further terms and conditions of the Plan. A Participation Interest
shall exist only for purposes of the Plan and 

  
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matters related hereto. In no event shall any holder of a Participation Interest, by virtue of an award of such interest made under the Plan, have any (i) security or other interest in any
assets of the Company, the Partnership or any Affiliate, (ii) right to receive any equity or other interest in the Company, the Partnership or any Affiliate, or (iii) rights as an equity or other interest holder in the Company, the
Partnership or any Affiliate. 
 (dd) “Partnership” means Access Midstream Partners, L.P. (formerly known as
Chesapeake Midstream Partners, L.P.) or any successor thereto. 
 (ee) “Plan” means the Access Midstream
Partners GP, L.L.C. Management Incentive Compensation Plan, as amended from time to time. 
 (ff) “Plan
Sponsor” means the Company or any entity that assumes sponsorship of the Plan and becomes liable for the payment of the awards granted under the Plan. 
 (gg) “Preferred Return” means, with respect to a fiscal quarter in a Fiscal Year: the product of (1) 1.5% and (2) the sum of (i) the Base Equity Value and (ii) the
gross value of all Units issued by the Partnership after the Grant Date (or, in the case of Participation Interests granted in 2010, the closing date of the IPO) and prior to the record date for the distributions made with respect to the applicable
fiscal quarter in such Fiscal Year. For this purpose, the gross value of the newly issued Units shall be calculated at the time of their issuance and shall be equal to the product of (i) the number of new Units then being issued and
(ii) the Fair Market Value per Unit at the time of such issuance. 
 (hh) “Unit” means all units of the
Partnership (other than Company units). 
 (ii) “Unit Value” means the average closing sales price per Unit for
the 30 trading days immediately preceding the Equity Uplift Payment Date, as reported in The Wall Street Journal or such other reporting service approved by the Board, in its discretion. In the event that the price per Unit is not so
reported, Unit Value means the fair market value of a Unit as determined in good faith by the Board. If, however, the Equity Uplift Payment Date is the date of a Change of Control, Unit Value shall be the Unit value paid by the acquirer on the date
of the Change of Control. 
 2.2 Number and Gender. Wherever appropriate herein, words used in the singular shall
be considered to include the plural, and words used in the plural shall be considered to include the singular. The masculine gender, where appearing in the Plan, shall be deemed to include the feminine gender. 

2.3 Headings. The headings of Articles, Sections, and Paragraphs herein are included solely for convenience. If
there is any conflict between such headings and the text of the Plan, the text shall control. All references to Articles, Sections, and Paragraphs are to the Plan unless otherwise indicated. 

  
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 2.4 Governing Law. Except to the extent federal law applies and
preempts state law, the Plan shall be construed, enforced, and administered according to the laws of the State of Oklahoma, excluding any conflict-of-law rule or principle that might refer construction of the Plan to the laws of another state or
country. 
 2.5 Severability. In case any provision of the Plan is determined by a court of competent
jurisdiction to be illegal, invalid, or unenforceable for any reason, such illegal, invalid, or unenforceable provision shall not affect the remaining provisions of the Plan, and the Plan shall be construed and enforced as if such illegal, invalid,
or unenforceable provision had not been included therein. 
 III. Eligibility; Awards of Participation Interests

 3.1 Eligibility. Each key member of management of the Company, an Affiliate thereof, or, prior to
January 1, 2013, Chesapeake Midstream Management, L.L.C., who performs work for the Company, the JV, the Partnership, a “subsidiary” of the Partnership, or, prior to January 1, 2013, Chesapeake Midstream Management,
L.L.C., is eligible to be awarded a Participation Interest under the Plan. 
 3.2 Participation
Interests. Participation Interests shall be entered into only with those eligible employees selected to be Participants in the discretion of the Board from time to time and at such times as the Board may determine. In connection with each
Participation Interest, the Board shall determine (a) subject to the terms and conditions of the Plan and the related Award Agreement, the percentage of the Excess Return for a Fiscal Year (if any) and the Equity Uplift Value that the holder of
such Participation Interest shall have the contingent right to receive, and (b) the other terms, provisions, conditions and limitations of such award. The terms and provisions of each award of a Participation Interest, as determined by the
Board in its sole discretion, shall be set forth in an Award Agreement, which shall incorporate by reference, and be subject to, the terms and provisions of the Plan. Each Award Agreement shall contain such provisions not inconsistent with the Plan
as the Board deems appropriate. The terms and provisions set forth in Award Agreements may vary among Participants. 
 IV.
Determinations of Incentive Compensation Payments 
 4.1 Determination of Excess Return for a Fiscal
Year. As soon as reasonably practical after the end of a Fiscal Year (but in no event later than 60 days following the last day of such Fiscal Year), the Board shall cause the amount of the Excess Return for that Fiscal Year, if any, to be
determined. 
 4.2 Excess Return Payments. (a) Subject to Paragraph 4.2(c), as soon as reasonably
practical after the amount of the Excess Returns for the fiscal quarters in a Fiscal Year have been determined by the Board, the Plan Sponsor shall pay to each Participant who then holds a Participation Interest for such Fiscal Year (or portion
thereof) an amount equal to the sum of the following calculations for each of the four fiscal quarters for that Fiscal Year (or, in the event that a Participation Interest is granted after January 1 of a Fiscal Year, then only for the fiscal
quarters of such Fiscal Year that end after the Grant Date); the product of (A x B) x C, where 

  
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“A” is the amount of the Excess Return for that fiscal quarter, “B” is the Participant’s Excess Return Percentage applicable for that fiscal quarter (as adjusted by any
applicable Dilution Adjustment), and “C” is the Annual Payment Percentage for that Fiscal Year. Once the Participant’s payment for a Fiscal Year is determined as provided in the foregoing sentence, such amount shall be paid to the
Participant in each calendar year subsequent to that Fiscal Year until the sum of the Annual Payment Percentages for all payments made to the Participant with respect to that Fiscal Year equals 100%. Notwithstanding the foregoing however, except as
provided below and in Paragraphs 4.2(b) and 4.3(b), upon a Participant’s termination of employment with the Company and its Affiliates for any reason whatsoever, such Participant automatically shall forfeit on such termination his or her
Participation Interest and no payments shall thereafter be due or payable under the Plan to such Participant with respect to such forfeited Participation Interest. In the event a Participant who is proposed to be terminated is hired by the JV, the
Company, the Partnership or any wholly-owned direct or indirect subsidiary of the Company or the Partnership, such Participant shall not be treated as having terminated his or her employment with the Company and its Affiliates on such
“transfer” for purposes of this Section 4.2. 
 (b) If a Participant’s employment with the Company and its
Affiliates is terminated (i) due to the Participant’s death or Disability, (ii) by the Company or an Affiliate other than for Cause, or (iii) by the Participant for a Good Reason, the Participant shall be paid, with respect to
each fiscal quarter that has lapsed in full as of his or her date of termination, an amount equal to the sum of the following calculations for each of the lapsed fiscal quarters: the product of (A x B)—C, where “A” is the Excess
Return for such fiscal quarter, “B” is the Participant’s Excess Return Percentage with respect to such fiscal quarter (as adjusted by any applicable Dilution Adjustment), and “C” is the sum of the amounts that have already
been paid to the Participant pursuant to Paragraph 4.2(a) with respect to such lapsed fiscal quarter. Payment under this Paragraph 4.2(b) shall be made by the Plan Sponsor within 60 days of the Participant’s termination of employment and
thereafter no further amounts shall be due and payable to such Participant pursuant to this Section 4.2. 
 (c)
Notwithstanding anything in Paragraph 4.2(a) to the contrary, upon a Change of Control, or as soon as reasonably practical thereafter, but in no event later than 60 days following the Change of Control, the Plan Sponsor shall pay to each Participant
who is an employee of the Company or an Affiliate on the date immediately preceding the date of the Change of Control an amount, with respect to each fiscal quarter that has lapsed in full prior to such Change of Control, equal to the sum of the
following calculations for each of the lapsed fiscal quarters: the product of (A x B)—C, where “A” is the Excess Return for such fiscal quarter, “B” is the Participant’s Excess Return Percentage with respect to such
fiscal quarter (as adjusted by any applicable Dilution Adjustment), and “C” is the sum of the amounts that have already been paid to the Participant pursuant to Paragraph 4.2(a) with respect to such lapsed fiscal quarter. Thereafter no
further amounts shall be due and payable to such Participant pursuant to this Section 4.2. 

  
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 4.3 Equity Uplift Payments. (a) Subject to Paragraph 4.3(c), as soon as
reasonably practical, but in no event later than 60 days, following the Equity Uplift Payment Date, the Plan Sponsor shall pay to each Participant an amount equal to the product of the Equity Uplift Value, if any, and the Participant’s Equity
Uplift Value Percentage. Notwithstanding the foregoing however, except as otherwise provided below and in Paragraphs 4.3(b) and (c), upon a Participant’s termination of employment with the Company and its Affiliates for any reason whatsoever
prior to the payment of the Participant’s percentage of the Equity Uplift Value, such Participant automatically shall forfeit his or her Participation Interest and no percentage of the Equity Uplift Value thereafter shall be due or payable to
such Participant with respect to his or her forfeited Participation Interest. In the event a Participant who is proposed to be terminated is hired by the JV, the Company, the Partnership or any wholly-owned direct or indirect subsidiary of the
Company or the Partnership, such Participant shall not be treated as having terminated his or her employment with the Company and its Affiliates on such “transfer” for purposes of this Section 4.3. 

(b) Subject to Paragraph 4.3(c), if a Participant’s employment with the Company and its Affiliates is terminated (i) due to the
Participant’s death or Disability, (ii) by the Company or an Affiliate other than for Cause, or (iii) by the Participant for a Good Reason, the Plan Sponsor shall pay such Participant, as soon as reasonably practical, but in no event
later than 60 days, following the Equity Uplift Payment Date, an amount equal to A x B, where “A” is the Equity Uplift Value and “B” is the Participant’s Equity Uplift Value Percentage. 

(c) Notwithstanding anything in Paragraphs 4.3(a) or (b) to the contrary, upon a Change of Control or as soon as reasonably
practical thereafter, but in no event later than 60 days following the date of the Change of Control, (i) each Participant who is an employee of the Company or an Affiliate on the date immediately preceding the date of the Change of Control
shall be paid by the Plan Sponsor an amount equal to the product of the Equity Uplift Value, if any, and the Participant’s Equity Uplift Value Percentage, and (ii) each Participant whose employment with the Company and its Affiliates
terminated prior to the Change of Control due to the Participant’s death or Disability, by the Company or an Affiliate other than for Cause, or by the Participant for a Good Reason shall be paid by the Plan Sponsor an amount equal to the
product of (x) the Equity Uplift Value, if any, and (y) the Participant’s Equity Uplift Value Percentage, multiplied by a fraction, the numerator of which is the number of full calendar months that have lapsed from the Award
Commencement Date through the Participant’s termination of employment date, and the denominator of which is the number of full calendar months that have lapsed from the Award Commencement Date through the end of the calendar month preceding the
date of the Change of Control. Thereafter no further amounts shall be payable to such Participant pursuant to this Section 4.3. 
 4.4 Payment Form. All payments required pursuant to this Plan shall be paid by the Plan Sponsor in the form of a single lump sum in cash; provided, however, in the discretion of the Board,
all or any part of a Participant’s Equity Uplift Value payment may be paid in Units (the number of such Units being determined based on the value of a Unit on the Equity Uplift Payment Date). 

4.5 No Termination Upon Employee Transfer. Notwithstanding anything contained herein, in no event shall a Participant be
deemed to have experienced a termination of employment or services for purposes of the Plan if, in connection with the transfer of employees 

  
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pursuant to the Employee Secondment Agreement, the Employee Transfer Agreement and the Transition Services Agreement (each as defined in that certain Unit Purchase Agreement, dated as of
December 11, 2012, between the Partnership and Chesapeake Midstream Development, L.L.C.), such Participant’s employment with, and secondment by, Chesapeake Midstream Management, L.L.C. is terminated and the Participant is offered
comparable employment by or is transferred to or otherwise becomes an employee of the Company and its Affiliates. 
 4.6
Board Discretion. Notwithstanding anything in Sections 4.2 or 4.3 to the contrary, the Board, in its discretion, may waive all or part of the automatic forfeiture provisions of the Plan whenever it deems such waiver to be appropriate. Any
such actions by the Board with respect to a Participant shall not be binding on the Board with respect to any other Participant in a similar circumstance. 
 4.7 Attachment A Example. The example in Attachment A attached to the Plan showing how various calculations under the Plan are to be made with respect to a Participation Interest awarded in
Fiscal Year 2010 is hereby made a part of this Plan for all purposes and such calculations shall control over any written descriptions of the same herein if such written descriptions are in conflict with such example, unless the Board, in its sole
discretion, determines otherwise. 
 V. Administration 

5.1 Powers and Duties. The Board (or its delegate) shall supervise the administration and enforcement of the Plan according
to the terms and provisions hereof and shall have the full discretionary authority and all of the powers necessary to accomplish these purposes. Without limiting the generality of the foregoing, the Board shall have all of the powers and duties
specified for it under the Plan, including the power, right, and authority: (a) to select eligible employees to receive Participation Interests under the Plan; (b) to determine all provisions, conditions, and terms relating to any
Participation Interest, including, without limitation, determinations as to the percentages set forth therein and any dilution thereof; (c) from time to time to establish rules and procedures for the administration of the Plan, which are not
inconsistent with the provisions of the Plan, and any such rules and procedures shall be effective as if included in the Plan; (d) to construe in its sole discretion all terms, provisions, conditions, and limitations of the Plan and any Award
Agreement; (e) to correct any defect or to supply any omission or to reconcile any inconsistency that may appear in the Plan (including Attachment A) or an Award Agreement in such manner and to such extent as the Board shall deem appropriate;
(f) to make a determination in its discretion as to the right of any person to a payment with respect to a Participation Interest and the amount of such payment; and (g) to make all other determinations necessary or advisable for the
administration of the Plan. 
 5.2 Delegation of Authority. All decisions, determinations and actions to be made
or taken by the Board pertaining to the Plan, an Award Agreement or a Participation Interest, and all determinations with respect to a Participant’s employment with the Company or an Affiliate or a termination of employment for purposes of the
Plan, shall be made by the Board. All such decisions, determinations, and actions by the Board shall be final, binding and conclusive on all persons. The Board shall not be liable for any decision, determination or action taken or omitted to be
taken in connection with the administration of the Plan. Furthermore, the Board in its discretion may delegate to one or more employees of the Company or an Affiliate all or some of its day-to-day ministerial duties and powers under the Plan.


  
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 VI. Nature of Plan 

The establishment of the Plan shall not be deemed to create a trust. The Plan shall constitute an unfunded, unsecured liability of the
Plan Sponsor to make payments in accordance with the provisions of the Plan, and no individual shall have any security interest or other interest in any assets or equity interests of the Plan Sponsor or an Affiliate. 

VII. Termination and Amendment 
 The Board may from time to time, in its discretion, amend, in whole or in part, any or all of the provisions of the Plan or terminate the Plan in whole or in part; provided, however, that the Plan may not
be amended or terminated in a manner that would adversely impact any rights of any Participant under any Participation Interest held by such Participant that is outstanding as of the effective date of such Plan termination or amendment without the
prior consent of such Participant. For the avoidance of doubt, the foregoing proviso shall not serve as a limitation on the Board’s ability to amend or terminate the Plan with respect to Participation Interests, if any, awarded following the
effective date of such Plan termination or amendment or with respect to previously granted Participation Interests that are no longer outstanding as of such date. The Plan shall automatically terminate on a Change of Control, and a
Participant’s rights with respect to payment pursuant to Sections 4.2 and 4.3 shall survive such termination. 

VIII. Miscellaneous Provisions 
 8.1 No Effect on Employment Relationship. Nothing in the adoption of the Plan, the award of a Participation Interest or the payment of any amounts hereunder shall confer on any person the
right to continued employment by the Company or any of its Affiliates, or affect in any way the right of the Company or any Affiliate to terminate such employment at any time for any reason. 

8.2 Prohibition Against Assignment or Encumbrance. (a) No right or benefit hereunder shall be assignable or
transferable, or liable for, or charged with any of the torts or obligations of a Participant or any person claiming under a Participant, or be subject to seizure by any creditor of a Participant or any person claiming under a Participant. Other
than by will or the applicable laws of descent and distribution, no Participant or any person claiming under a Participant shall have the power to anticipate or dispose of any right or payment hereunder in any manner. 

(b) Except as provided in Paragraph 8.2(a) above, neither the Plan nor any rights or obligations hereunder of the parties can be
transferred or assigned without the written consent of the Board. 

  
 -11-








 8.3 Tax Treatment and Withholding. All payments under the Plan shall be
treated by the Company and the Affiliates and the Participants as payments of compensation for services rendered and shall be reported by the Company and the Affiliates (as the case may be) to the relevant tax authorities as such. As a condition to
the receipt of a payment under the Plan, each Participant irrevocably agrees to report such payment to the relevant tax authorities as a payment of compensation for services rendered. All payments made by the Company or an Affiliate as provided
herein and shall be reduced by any amounts required to be withheld by the Company or the Affiliate under applicable local, state, federal or other tax law. 
 8.4 Section 409A. Contrary Plan or Award Agreement provisions notwithstanding, with respect to a Participant who is identified as a “specified employee” (within the meaning of
Section 409A(a)(2)(B)(i) of the Code and as determined by the Company in accordance with any of the methods permitted under the regulations issued under Section 409A of the Code) and who is to receive a payment hereunder (which payment is
not a “short-term deferral” or otherwise exempt from Section 409A of the Code) on account of such Participant’s “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Code), the payment to
such Participant shall not be made prior to the earlier of (i) the date that is six months and one day after the Participant’s separation from service or (ii) the date of death of the Participant. In such event, any payment to which
the Participant would have otherwise been entitled during the first six months following the Participant’s separation from service (or, if earlier, prior to the Participant’s date of death) shall be accumulated and paid in the form of a
single lump sum payment to the Participant (without interest) on the date that is six months and one day after the Participant’s separation from service or to the Participant’s estate on the date of the Participant’s death, as
applicable. 
 In addition, contrary Plan or Award Agreement provisions notwithstanding, the payment of any amount otherwise due
under an Award Agreement or the Plan shall not be accelerated if such payment is subject to Section 409A of the Code, unless such acceleration complies with the requirements of Section 409A and the Treasury regulations thereunder so as to
not be subject to the additional tax imposed by Section 409A. 
 8.5 JV Employs a Participant. If the JV or
any of its Affiliates exercises its right pursuant to a Participant’s employment agreement, any amendment thereto or otherwise, to employ a Participant who is proposed to be terminated by the Company or an Affiliate, the JV agrees to reimburse
the Plan Sponsor for payments made to such Participant under the Plan (if any) after the date the JV or its Affiliate employs such Participant. Such “transfer” of employment shall not be treated as a termination of employment for purposes
of Sections 4.2 and 4.3. 
 8.6 Third Party Beneficiaries. The JV shall be a beneficiary of all of the terms and
provisions of the Plan and is entitled to enforce all rights hereunder as a party hereto. 

  
 -12-








 EXECUTED this December 20, 2012. 

 

			
	 ACCESS MIDSTREAM PARTNERS
 GP, L.L.C.

	
	/s/ Regina Gregory
	Name:	 	Regina Gregory
	Title:	 	Vice President - Legal and General Counsel



  
 -13-








 Attachment A 
 to the 
 Access Midstream Partners GP, L.L.C. Management Incentive
Compensation Plan 
 IA. EXAMPLE OF ANNUAL EXCESS RETURN CALCULATIONS 

WITHOUT ANY DILUTION ADJUSTMENTS 
 (dollar amounts, in millions) 
  

																							
	 	  	 	  	YEAR 2010	 	 	YEAR 2011	 	 	YEAR 2012	 	 	YEAR 2013	 	 	YEAR 2014	 
	1.	  	Cash Distributions	  	$	200.0	  	 	$	220.0	  	 	$	240.0	  	 	$	260.0	  	 	$	280.0	  
	2.	  	Preferred Return1	  	 	<147.0>	  	 	 	<147.0>	  	 	 	<147.0>	  	 	 	<147.0>	  	 	 	<147.0>	  
	3.	  	Excess Return (1-2)	  	$	53.0	  	 	$	73.0	  	 	$	93.0	  	 	$	113.0	  	 	$	133.0	  
	4.	  	Participant’s Excess Return Percentage	  	 	.10	% 	 	 	.10	% 	 	 	.10	% 	 	 	.10	% 	 	 	.10	% 
	5.	  	Participant’s Share of “Pool” (3 x 4)	  	$	0.053	  	 	$	0.073	  	 	$	0.093	  	 	$	0.113	  	 	$	0.133	  
	6.	  	Annual Payment Percentages (across) and Years Payable (down)	  				 				 				 				 			
		  	 2010
	  	 	.20	  	 	 	.20	  	 	 	.20	  	 	 	.20	  	 	 	.20	  
		  	 2011
	  				 	 	.25	  	 	 	.25	  	 	 	.25	  	 	 	.25	  
		  	 2012
	  				 				 	 	.333	  	 	 	.333	  	 	 	.333	  
		  	 2013
	  				 				 				 	 	.50	  	 	 	.50	  
		  	 2014
	  				 				 				 				 	 	1.0	  
	7.	  	Amount Payable to Participant for a Fiscal Year (5 x 6)	  	 				 				 			
		  	 2010
	  	$	0.011	  	 	$	0.011	  	 	$	0.011	  	 	$	0.011	  	 	$	0.011	  
		  	 2011
	  				 	$	0.018	  	 	$	0.018	  	 	$	0.018	  	 	$	0.018	  
		  	 2012
	  				 				 	$	0.031	  	 	$	0.031	  	 	$	0.031	  
		  	 2013
	  				 				 				 	$	0.057	  	 	$	0.057	  
		  	 2014
	  				 				 				 				 	$	0.133	  
		  		  	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
		  	Total Amount Payable in a Fiscal Year (sum of item 7 amounts for that Fiscal Year)	  	$	0.011	  	 	$	0.029	  	 	$	0.060	  	 	$	0.116	  	 	$	0.249	  

  

	1 	 Assumes LP equity value at IPO of $2.450 billion. 








 IB. EXAMPLE OF ANNUAL EXCESS RETURN CALCULATIONS 

WITH DILUTION ADJUSTMENTS 
 (dollar amounts, in millions) 
 The dilution adjustment assumes the following: (i) IPO
Equity Value of $2.450 billion, (ii) 122.5 million LP units outstanding upon completion of IPO, and (iii) $220 million of units issued each year beginning in year 2011 and 149.4 million LP units outstanding at end of year 2014, resulting in a
reduction of the Participant’s Excess Return Percentage from .10% to .082%. * 
  

																							
	 	  	 	  	YEAR 2010	 	 	YEAR 2011	 	 	YEAR 2012	 	 	YEAR 2013	 	 	YEAR 2014	 
	1.	  	Cash Distributions	  	$	200.0	  	 	$	249.1	  	 	$	292.7	  	 	$	338.3	  	 	$	385.8	  
	2.	  	Preferred Return	  	 	<147.0>	  	 	 	<159.9>	  	 	 	<172.9>	  	 	 	<185.8>	  	 	 	<198.7>	  
	3.	  	Excess Return (1-2)	  	$	53.0	  	 	$	89.2	  	 	$	119.9	  	 	$	152.5	  	 	$	187.1	  
	4.	  	Participant’s Excess Return Percentage*	  	 	.10	% 	 	 	.094	% 	 	 	.089	% 	 	 	.085	% 	 	 	.082	% 
	5.	  	Participant’s Share of “Pool” (3 x 4)	  	$	0.053	  	 	$	0.084	  	 	$	0.107	  	 	$	0.130	  	 	$	0.153	  
	6.	  	Annual Payment Percentages (across) and Years Payable (down)	  				 				 				 				 			
		  	 2010
	  	 	.20	  	 	 	.20	  	 	 	.20	  	 	 	.20	  	 	 	.20	  
		  	 2011
	  				 	 	.25	  	 	 	.25	  	 	 	.25	  	 	 	.25	  
		  	 2012
	  				 				 	 	.333	  	 	 	.333	  	 	 	.333	  
		  	 2013
	  				 				 				 	 	.50	  	 	 	.50	  
		  	 2014
	  				 				 				 				 	 	1.0	  
	7.	  	Amount Payable to Participant for a Fiscal Year (5 x 6)	  	 				 				 			
		  	 2010
	  	$	0.011	  	 	$	0.011	  	 	$	0.011	  	 	$	0.011	  	 	$	0.011	  
		  	 2011
	  				 	$	0.021	  	 	$	0.021	  	 	$	0.021	  	 	$	0.021	  
		  	 2012
	  				 				 	$	0.036	  	 	$	0.036	  	 	$	0.036	  
		  	 2013
	  				 				 				 	$	0.065	  	 	$	0.065	  
		  	 2014
	  				 				 				 				 	$	0.153	  
		  		  	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
		  	Total Amount Payable in a Fiscal Year (sum of item 7 amounts for that Fiscal Year)	  	$	0.011	  	 	$	0.032	  	 	$	0.067	  	 	$	0.132	  	 	$	0.286	  

  

	*	The Preferred Return for a Fiscal Year and the Dilution Adjustment to a Participant’s Excess Return Percentage for a Fiscal Year are calculated by using the number
of Units outstanding as of each of the record dates for the distributions made with respect to the fiscal quarters for that Fiscal Year. 







 IIA. EXAMPLE OF EQUITY UPLIFT CALCULATION FOR IPO IN 2010 AND NO DILUTION ADJUSTMENT

  

			
	 1. IPO date Unit Value
	  	$20
	 2. Uplift Payment Date Unit Value
	  	$32
	 3. Excess Uplift Value (2 – 1)
	  	$12
	 4. Units Outstanding on Uplift Payment Date
	  	122.5 million
	 5. Total Excess Uplift Value (3 x 4)
	  	$1.470 billion
	 6. Participant’s Uplift Value Percentage
	  	0.10%
	 7. Payment to Participant (5 x 6)
	  	$1.470 million

 IIB. EXAMPLE OF EQUITY UPLIFT CALCULATION FOR IPO IN 2010 WITH DILUTION ADJUSTMENT 

The dilution adjustment assumes the following: (i) IPO Equity Value of $2.450 billion, (ii) 122.5 million LP units outstanding upon
completion of IPO, and (iii) $220 million of units issued each year beginning in year 2011 and 149.4 million LP units outstanding at end of year 2014, resulting in a reduction of the Participant’s Uplift Value Percentage interest from
..10% to .082%. 
  

			
	 1. IPO date Unit Value
	  	$20
	 2. Uplift Payment Date Unit Value
	  	$36.14
	 3. Excess Uplift Value (2 – 1)
	  	$16.14
	 4. Units Outstanding on Uplift Payment Date
	  	149.4 million
	 5. Total Excess Uplift Value (3 x 4)
	  	$2.411 billion
	 6. Participant’s Uplift Value Percentage
	  	0.082%
	 7. Payment to Participant (5 x 6)
	  	$1.978 million