exv10w24



 






Exhibit 10.24




AMENDMENT TO

THE WILLIAMS COMPANIES, INC. SEVERANCE PAY PLAN




     The Williams Companies, Inc. Severance Pay Plan, as amended and restated effective October 28,
2003, and as subsequently amended (“Plan”), shall be, and hereby is, amended in the following
respects, effective January 1, 2005:



I.




     Section 1.1 of the Plan is amended in its entirety to provide as follows:



     “1.1 ‘Administrative Committee’ means the committee appointed to administer this Plan
which is comprised of those individuals who are serving on the Administrative Committee on December
31, 2004, as well as any individual who becomes a member of the Administrative Committee pursuant
to Section 5.4, until the time that any such individual ceases to be a member of the Administrative
Committee pursuant to Section 5.4 of the Plan. The duties of the Administrative Committee are
described in Article V of the Plan.”



II.




     Section 1.5 of the Plan is amended in its entirety to provide as follows:



     “1.5 ‘Benefits Committee’ means the committee comprised of those individuals who were
serving on the Benefits Committee on December 31, 2004, as well as any individual who becomes a
member of the Benefits Committee pursuant to Section 5.3, until the time that any such individual
ceases to be a member of the Benefits Committee pursuant to Section 5.3 of the Plan. The duties of
the Benefits Committee are described in Articles V and VI of the Plan.”



III.




     Section 5.1 of the Plan is amended in its entirety to provide as follows:



     “5.1 Fiduciaries. Under certain circumstances, the Administrative Committee may be
determined by a court of law to be a fiduciary with respect to a particular action under the Plan;
provided that any claims administrator will be a named fiduciary with respect to claims and appeals
related to benefit determinations.”



 









 





IV.




     Section 5.2 of the Plan is amended in its entirety to provide as follows:



     “5.2 Allocation of Responsibilities.




          (a) Administrative Committee. The Administrative Committee shall serve as Plan
Administrator and shall have exclusive authority and responsibility for those functions set forth
in Section 5.4 and in other provisions of this Plan.




          (b) Claims Administrator. Claims Administrator shall have the responsibility to make
claims and appeals decisions related to benefit determinations in accordance with the claims
procedure.”




V.




     Section 5.3 of the Plan is amended in its entirety to provide as follows:



     “5.3 Provisions Concerning the Benefits Committee.




          (a) Membership and Voting. The Benefits Committee shall consist of not less than
three (3) members and not more than five (5) members and vacancies of the Benefits Committee shall
be filled by the remaining members of the Benefits Committee.




          (b) Powers and Duties of Benefits Committee. The Benefits Committee shall have the
authority and responsibility for:




               (1) Those responsibilities as detailed in Article VI.


The Benefits Committee may appoint such accountants, counsel, specialists, and other persons as it
deems necessary or desirable in connection with its duties under this Plan. Such accountants and
counsel may, but need not, be accountants and counsel for the Company or an affiliate.”




 









 








VI.




     Section 5.4 of the Plan is amended in its entirety to provide as follows:



     “5.4 Provisions Concerning the Administrative Committee.



          (a) Membership and Voting. The Administrative Committee shall consist of not less
than three (3) members. The Administrative Committee may remove any of its members at any time,
with or without cause, by written notice to such member. Any member may resign by delivering a
written resignation to the Administrative Committee. Vacancies in the Administrative Committee
arising by death, resignation or removal shall be filled by the Administrative Committee. The
Administrative Committee shall act by a majority of its members at the time in office, and such
action may be taken by a vote at a meeting, in writing without a meeting, or by telephonic
communications. Attendance at a meeting shall constitute waiver of notice thereof. A member of
the Administrative Committee who is a Participant in the Plan shall not vote on any question
relating specifically to such Participant. Any such action shall be voted or decided by a majority
of the remaining members of the Administrative Committee. The Administrative Committee shall
designate one of its members as the Chairman and shall appoint a Secretary who may, but need not,
be a member. The Administrative Committee may appoint from its members such subcommittees with such
powers as the Administrative Committee shall determine.




          (b) Duties of Administrative Committee. Except as otherwise expressly provided in the
Plan, the Administrative Committee shall be responsible for the administration of the Plan, with
all powers and discretionary authority necessary to enable the Administrative Committee to carry
out its duties in that respect. Not in limitation, but in amplification of the foregoing, the
Administrative Committee shall have the following duties, responsibilities and full discretionary
authority with respect to the administration of the Plan:





(1) To prescribe procedures and forms to be followed by Participants in
filing applications for benefits and for furnishing evidence necessary to
establish their rights to benefits under the Plan;




(2) To interpret the Plan, and to resolve ambiguities, inconsistencies and
omissions in accordance with the intent of the Plan;




(3) To decide on questions concerning the Plan and the eligibility of an
Employee to participate in the Plan, in accordance with the provisions of
the Plan;




(4) To make benefit payments directly to Participants and/or their assignees
entitled to benefits under the Plan;




(5) To find facts and to grant or deny claims relating to eligibility or the
payment or nonpayment of benefits under the Claims Procedure in accordance
with Article IV;



 









 






(6) To obtain from the Participating Companies, Participants and others,
such information as it shall deem to be necessary for the proper
administration of the Plan;




(7) To take all steps to properly administer the Plan in accordance with
its terms and the requirements of applicable law;




(8) To execute any certificate, instrument or other written direction on
behalf of the Plan with respect to the administration of this Plan; and




(9) To appoint such accountants, counsel, specialists, and other persons
as it deems necessary or appropriate in connection with the administration
of this Plan. In this regard, the Administrative Committee may cause the
Company to enter into contracts with third parties if the Administrative
Committee determines such contracts are desirable in connection with the
administration of the Plan. Such accountants and counsel may, but need
not, be accountants and counsel for the Company or an affiliate.




     The Administrative Committee shall have no power to add to any
benefit not provided under the provisions of the Plan, or to waive or fail
to apply any requirement of eligibility for a benefit under the Plan.




     No determination of the Administrative Committee for any Participant
shall create a basis for retroactive adjustment for any other Participant.




     All regulations, procedures, and rules with respect to any of the
above-described duties, responsibilities, and authorities shall be
promulgated by the Administrative Committee (or its delegate) in its sole
discretion, and all such regulations, procedures, and rules shall be
conclusive and binding on all persons to the maximum extent permitted by
law.




     All decisions of the Administrative Committee with respect to the
Plan’s administration, including, but not limited to, interpretations of
the Plan, benefit determinations, claims decisions relating to
eligibility, and questions concerning the administration and application
of the Plan, shall be made by the Administrative Committee (or its
delegate) in its sole discretion, and all such determinations and
decisions shall be conclusive and binding on all persons to the maximum
extent permitted by law.



 









 





          (c) Recordkeeping. The Administrative Committee or its delegate shall keep full and
complete records of the administration of the Plan. The Administrative Committee or its delegate
shall prepare such reports and such information concerning the Plan and the administration thereof
by the Administrative Committee (or its delegate) as may be required under the Code or ERISA and
the regulations promulgated thereunder.




          (d) Inspection of Records. The Administrative Committee or its delegate shall, during
normal business hours, make available to each Participant for examination by him at the principal
office of the Administrative Committee, a copy of the Plan and such records of the Administrative
Committee as may pertain to such Participant. No Participant shall have the right to inquire as to
or inspect the accounts or records with respect to other Participants.”




VII.




     Section 5.8 of the Plan is deleted in its entirety.



VIII.




     Section 6.3 of the Plan is amended in its entirety to provide as follows:



     “6.3 Amendment and Termination. The Compensation Committee and/or the Benefits
Committee, in its settlor capacity, reserves the right at any time to terminate the Plan.



     The Compensation Committee reserves the right at any time and from time to time, and
retroactively if deemed necessary or appropriate, to modify or amend in whole or in part any or all
of the provisions of the Plan. The Benefits Committee shall have the right at any time and from
time to time, and retroactively if deemed necessary or appropriate, to modify or amend in whole or
in part any or all of the provisions of the Plan, provided such modification or amendment
constitutes a non-material amendment. Non-material amendments consist of: (i) changes required by
applicable law, (ii) changes (including retroactive changes) necessary to maintain the Plan’s
qualification status, (iii) modifications of the administrative provisions of the Plan to cause the
Plan to operate more efficiently, (iv) changes required as part of the collective bargaining
process, and (v) modifications or amendments to incorporate changes provided that such modification
or amendment does not materially increase or decrease benefits provided under the Plan. Any
amendment or modification to the Plan shall be effective at such date as the Compensation Committee
may determine with respect to any amendment adopted by the Compensation Committee and as the
Benefits Committee may determine with respect to any non-material amendment adopted by the Benefits
Committee.



 









 





     Decisions regarding the design of the Plan (including any decision to amend or terminate, or
to not amend or terminate the Plan) will be made in a settlor capacity and will not be governed by
the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, as
amended.”



IX.




     Except as modified herein, the Plan shall remain in full force and effect.



     IN WITNESS WHEREOF, the Benefits Committee has caused this Amendment to the Plan to be
executed and effective as herein provided.



	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Alan S. Armstrong	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Member of the Benefits Committee