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                                                                    EXHIBIT 10.2

                      [WILLIAMS COMMUNICATIONS LETTERHEAD]

     Dated as of February 23, 2002

     To The Williams Companies, Inc.:

     Williams Communications Group, Inc. ("WCG") and its subsidiaries
(collectively, the "Company"), including but not limited to Williams
Communications, LLC ("WCL"), is pursuing a restructuring of its obligations to
its creditors. The Company anticipates the primary creditor constituencies that
will participate in any restructuring undertaken by the Company include (i) The
Williams Companies, Inc. ("WCI" and together with its subsidiaries and
affiliates, "Williams"),(1) (ii) WCL's secured bank creditors and (iii) the
holders of WCG's 10.70%, 10.875%, 11.70% and 11.875% Senior Redeemable Notes
(the "Bondholder Claims").

     In order to ensure that its restructuring is binding on all members of
these constituencies, the Company anticipates that it may be implemented through
the prosecution and confirmation of a plan(s) of reorganization in accordance
with the provisions of chapter 11 of title 11 of the United States Code (11
U.S.C. Sections 101 et seq., the "Bankruptcy Code"). Williams, however, has
determined that, as a consequence of the Company's financial difficulties and
potential restructuring, (i) the Company's ability to discharge certain
obligations that affect Williams under the Structured Note Transaction is
uncertain and (ii) the Structured Note Transaction should be restructured
through a consent solicitation.

     Accordingly, the Company and Williams agree (the "Business Agreements")
that (i) the Company must take steps to preserve and maintain its enterprise
value for the benefit of its creditors and other constituents (and to that end,
further agree that the reorganized Company

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     (1) The following are the claims held by Williams against the Company (the
"Williams Claims"):

     (i) claims arising from various agreements pursuant to which Williams
provides the Company with administrative and related services of the kind set
forth in the Administrative Services Agreement, dated April 23, 2001 (the
"Williams Services Claims");

     (ii) claims arising from sale leaseback transactions set forth in the
Master Lease Agreement, dated September 13, 2001, and the three Aircraft Dry
Leases, dated as of September 13, 2001 (the "Sale Leaseback Claims");

     (iii) all other claims of Williams, including without limitation, claims
arising from the provision by Williams of financial accommodations and other
claims relating to the ADP Lease and the Trust Notes (the "Structured Note
Transaction"), together with interest costs and fees related thereto ( the
"Williams Other Claims").

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should emerge from any chapter 11 case in the most expedient and efficient
manner possible, including the prompt prosecution and confirmation of a chapter
11 plan) and (ii) the restructuring of the Structured Note Transaction, as
proposed by Williams, is necessary and advisable (and that WCG should deliver
its consent to same).

     As is always possible in any case under the Bankruptcy Code, Williams and
the Company acknowledge that there may be disputes among the Company's creditors
respecting their relative rights against the Company. Thus, each of Williams and
the Company, and their respective legal and financial advisors have separately
reviewed the Business Agreements and considered, without admission or
conclusion, a broad range of potential disputes, objections and litigation that
could be asserted in a chapter 11 case regarding the Company. To that end,
Williams and the Company have thus agreed on the terms set forth below in order
to achieve the Business Agreements' objective of the prompt prosecution and
confirmation of a chapter 11 plan.

     Accordingly, in exchange for good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, WCG and WCI, for and on behalf
of their respective subsidiaries and affiliates, intending to be legally bound,
hereby enter into this letter agreement (the "Agreement") and agree as follows:

     1. The Company's Restructuring. In connection with any bankruptcy case
regarding the Company, the Company anticipates that it would prosecute a chapter
11 plan (including any amendment and/or modification thereof, the "Plan") which
would restructure the secured bank claims against WCL, enable the Company to
continue to pay and perform on the Williams Services and Sale Leaseback Claims
and convert to equity the Bondholder Claims and the Williams Other Claims. In
connection with any such Plan,:

     a)   the Company undertakes that it shall propose the following (the
          "Williams Plan Treatment"):

          i)   WCL shall assume or otherwise make unimpaired the Service
               Agreements, as required by the Bankruptcy Code, or as otherwise
               agreed to by Williams or directed by an order of the Bankruptcy
               Court having jurisdiction over the Company's chapter 11 case;

          ii)  WCL shall assume or otherwise make unimpaired the Sale Leaseback
               Claims, as required by the Bankruptcy Code, or as otherwise
               agreed to by Williams or directed by an order of the Bankruptcy
               Court having jurisdiction over the Company's chapter 11 case; and

          iii) WCG recognizes the Williams Other Claims are general unsecured
               claims against WCG that are not subordinate to any other general
               unsecured claim or interest, and provides for the Williams Other
               Claims a treatment that is substantially identical to the
               treatment of the Bondholder Claims (although WCG reserves the
               right to classify the Williams Other Claims separately).

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     b)   So long as the Plan contains the Williams Plan Treatment, Williams

          i)   agrees not to cast any vote to reject the Plan, object to the
               Plan or otherwise delay confirmation of the Plan; provided that
               such agreement not to delay shall not require Williams to
               compromise or surrender any of its rights or remedies except as
               otherwise expressly provided herein;

          ii)  agrees that it will vote all of its Claims to accept the Plan,
               unless Williams first delivers to the Company a written notice
               describing provisions contained in the Plan that, pursuant to a
               good faith determination by Williams, would have a materially
               adverse affect on it (it being understood that the provision of
               warrants or similar rights to holders of existing equity
               interests or litigation, objections, disputes, delays or other
               impairments with respect to distributions of the Williams Plan
               Treatment shall not have a materially adverse affect on
               Williams).

          iii) reserves, to the extent consistent with the Business Agreements,
               all of its rights to prosecute claims and respond to any
               litigation, objection, dispute or other delay or impairment to
               the distribution of the Williams Plan Treatment.

     c)   Williams and the Company agree that no vote on the Plan shall become
          effective until all conditions to such have been satisfied or waived
          as provided under the Bankruptcy Code.

     2. Amendments and Modifications. Each of the parties hereto shall negotiate
in good faith all amendments and modifications to the Plan as reasonably
necessary and appropriate to obtain Bankruptcy Court confirmation of the Plan
pursuant to a final order of the Bankruptcy Court, provided that any such
amended or modified Plan shall provide to Williams substantially the same rights
and benefits as those provided in section (1) hereunder.

     3. Representations of WCI. WCI hereby represents and warrants to the
Company as follows:

     a)   WCI is duly organized, validly existing and in good standing under the
          laws of WCI's state of organization;

     b)   WCI has the requisite power and authority to execute and deliver this
          Agreement and to perform its obligations hereunder without the
          necessity of obtaining any third party consent, approval,
          authorization or waiver, or giving of any notice or otherwise;

     c)   the execution and delivery of this Agreement by WCI and the
          performance by WCI of its obligations hereunder have been duly
          authorized by all necessary action; and

     d)   this Agreement has been duly executed and delivered by WCI and
          constitutes the valid and binding obligation of WCI, enforceable
          against WCI in accordance with its terms.

     4. Representations of WCG. WCG hereby represents and warrants to Williams
as follows:

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     a)   WCG is a corporation duly organized, validly existing and in good
          standing under the laws of Delaware;

     b)   WCG has the requisite power and authority to execute and deliver this
          Agreement and to perform its obligations hereunder without the
          necessity of obtaining any third party consent, approval,
          authorization or waiver, or giving of any notice or otherwise;

     c)   the execution and delivery of this Agreement by WCG and the
          performance by the Company of its obligations hereunder have been duly
          authorized by all necessary action;

     d)   this Agreement has been duly executed and delivered by WCG and
          constitutes the valid and binding obligation of the Company,
          enforceable against the Company in accordance with its terms; and

     e)   to the extent that Williams remains bound by (and is in compliance
          with) its agreement hereunder to vote in favor of, and not to object
          to or delay confirmation of, the Plan, the Company agrees that it
          shall not assert any claim or pursue any litigation against Williams
          in connection with the Williams Claims (in doing so, however, the
          Company is not prejudicing or impairing in any way the right of its
          creditors or other constituents to directly, derivatively or otherwise
          assert such rights as may belong to the Company).

     5. William's Restructuring of the Structured Note Transaction.

     a)   the Company understands and acknowledges that Williams intends to
          solicit consents (the "Consent Solicitation") of certain holders of
          the 8.25% Senior Secured Notes due 2004 (the "Trust Notes") of WCG
          Note Trust (the "Issuer") and WCG Note Corp., Inc. (the "Co-Issuer")
          upon the terms and subject to the conditions set forth in a consent
          solicitation statement substantially in the form of Exhibit A hereto
          (the "Consent Solicitation Statement"). Accordingly, this agreement
          shall terminate and be of no further force or effect to the extent a
          petition for relief under the Bankruptcy Code is filed by or against
          the Company prior to the earlier of:

          i)   March 15, 2002; and

          ii)  the successful consummation of the Consent Solicitation

     b)   Williams understands and acknowledges that the Company will enter, and
          will cause WCL, the Issuer and the Co-Issuer to enter, into the
          Ancillary Documents in reliance upon the execution and delivery of
          this Agreement by WCI. Accordingly, prior to the commencement of the
          Consent Solicitation, the Company agrees to:

          i)   execute and deliver the WCG Supplemental Indenture (as defined in
               the Consent Solicitation Statement);

          ii)  cause WCL to execute and deliver an irrevocable letter to
               Wilmington Trust Company, as trustee of the Issuer (the "Issuer
               Trustee"), directing

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               the Issuer Trustee to execute and deliver, on behalf of the
               Issuer, (i) the Supplemental Indenture (as defined in the Consent
               Solicitation Statement) and (ii) the Williams Payment Agreement
               (as defined in the Consent Solicitation Statement); and

          iii) cause the Co-Issuer to execute and deliver the Supplemental
               Indenture (each of the foregoing being collectively referred to
               as the "Ancillary Documents"); and

          iv)  execute and deliver, and cause WCL, the Issuer and the Co-Issuer
               to execute and deliver, such other documents and instruments and
               take such further actions as may be necessary in order to effect
               the transactions contemplated by the Consent Solicitation
               Statement.

     6. Other Agreements.

     a)   Williams shall make all required interest payments for the period from
          the date of this letter through and including September 30, 2002,
          under the 8.25% Senior Reset Notes due 2008 held by WCG Note Trust as
          security for the Trust Notes. Upon payment by Williams of such
          interest payments, the Company shall be relieved of all obligations
          for such interest payments. In connection with the foregoing interest
          payments, Williams shall waive all rights of repayment, reimbursement,
          contribution and subrogation that may exist with respect to the
          Company (including, but not limited to, any such rights that may exist
          pursuant to the Amended and Restated Indemnification Agreement dated
          April 23, 2001 between WCI and WCG).

     b)   Williams shall defer until September 15, 2002 any payments that may be
          due by the Company under the April 23, 2001 letter regarding Deferral
          of Certain Payment Obligations between WCI and WCG.

     7. No Transfer. Williams shall not, directly or indirectly, sell, transfer,
pledge, hypothecate, encumber, assign or dispose of ("Transfer"), or enter into
an agreement, whether or not in writing, to Transfer, any Williams Claims unless
the transferee shall agree to be bound by the terms of this Agreement with
respect to such transferred Williams Claim.

     8. Further Assurances. Each party shall, at the request of the other party,
execute and deliver such other documents and instruments and take such further
actions, at the cost and expense of the requesting party, as may be necessary in
order to ensure that the requesting party receives the full benefit of this
Agreement.

     9. No Third-Party Beneficiaries. This Agreement is solely for the benefit
of the parties hereto and the persons or entities who have entered into
agreements with the Company substantially identical to this Agreement and no
other person or entity shall be a third-party beneficiary hereof.

     10. Fiduciary Duties. Notwithstanding anything to the contrary contained
herein, nothing in this Agreement requires the Company to breach any respective
fiduciary obligation that it may have under applicable law, and the Company may
commit any act or take any actions

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consistent with such fiduciary obligations, but no such action shall expand any
obligations that Williams has under this Agreement.

     11. Entire Agreement. This Agreement constitutes the entire agreement
between the parties hereto with respect to the subject matter hereof and
supersedes all other prior agreements and understandings, both written and oral,
between the parties with respect to the subject matter hereof including, without
limitation, that certain prior version of this Agreement executed on February
23, 2002 which is amended and replaced hereby.

     12. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York (without giving effect to the
provisions thereof relating to conflicts of law).

     13. Remedies. The parties hereto acknowledge and agree that any breach of
the terms of this Agreement would give rise to irreparable harm for which money
damages would not be an adequate remedy and accordingly the parties hereto agree
that each party will be entitled to the sole and exclusive remedy of specific
performance and injunctive or other equitable relief without the necessity of
proving the inadequacy of money damages as a remedy or posting a bond or other
security in connection with such remedy.

     14. Jurisdiction. The Company and Williams each hereby irrevocably and
unconditionally submit to the nonexclusive jurisdiction of any New York State
court or Federal court of the United States of America sitting in New York City,
or any court presiding over a chapter 11 case of the Company, and any appellate
court from any thereof, but solely in any action or proceedings to enforce this
Agreement. Each of the parties hereto agrees that a final judgment in any such
action or proceeding will be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.

     15. Counterparts. This Agreement may be executed in any number of
counterparts and by different parties hereto in separate counterparts and by
facsimile, with the same effect as if all parties had signed the same document.
All such counterparts are to be deemed an original, construed together and
constitute one and the same instrument.

     16. Severability. Any term or provision of this Agreement that is invalid
or unenforceable in any jurisdiction, will, as to that jurisdiction, be
ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms and provisions of this
Agreement or affecting the validity or enforceability of any of the terms or
provisions of this Agreement in any other jurisdiction. If any provision of this
Agreement is so broad as to be unenforceable, the provision will be interpreted
to be only so broad as is enforceable.

     17. Headings. The headings of the paragraphs of this Agreement are inserted
for convenience only and not to affect the interpretation hereof.

     18. Assignment. Except as provided in Section 7 above, either this
Agreement nor the rights or the obligations of either party hereto are
assignable in whole or in part (whether by operation of law or otherwise),
without the written consent of the other party and any attempt to do so in
contravention of this Section 18 will be void.

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     19. Successors and Assigns. This Agreement inures to the benefit of and is
binding upon the parties hereto and their respective successors and permitted
assigns.

     20. Amendments, Waivers, Etc. This Agreement may not be amended, changed,
supplemented, waived or otherwise modified or terminated except by an instrument
in writing signed by WCI and WCG.

                                Very truly yours,

                                Williams Communications Group, Inc.

                                By: /s/ P. David Newsome, Jr.
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                                Name: P. David Newsome, Jr.
                                Title: Senior Vice President and General Counsel

Accepted and Agreed to,

The Williams Companies, Inc.

By: /s/ William G. von Glahn
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    Name: William G. von Glahn
    Title: Senior Vice President and General Counsel