**Exhibit10.2****CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT****BY AND AMONG****WILLIAMS PIPELINE PARTNERS L.P.****WILLIAMS PIPELINE OPERATING LLC****WPP MERGER LLC****WILLIAMS PIPELINE PARTNERS HOLDINGS LLC****NORTHWEST PIPELINE GP****WILLIAMS PIPELINE GP LLC****WILLIAMS GAS PIPELINE COMPANY, LLC****WGPC HOLDINGS LLC****WILLIAMS PIPELINE SERVICES COMPANY**
 

 
**TABLE OF CONTENTS**                   **Page**Article 1 Definitions  3    1.1  Definitions  3    1.2  Index of Other Defined Terms  4            Article 2 Contributions, Acknowledgments And Distributions  4    2.1  Recordation of Evidence of Ownership of Assets  4    2.2  Contribution by MLP to WPP Merger  4    2.9  Redemption of WPS Co  5    2.3  Contribution by WPP Merger to NWP  5    2.4  Capital Expenditures Distributions  5    2.5  Contribution by Williams Gas Pipeline to Pipeline GP  5    2.6  Contribution by Pipeline GP to MLP  5    2.7  Merger of WPP Merger with and into WPP Holdings  5    2.8  Contribution by MLP to WP Operating  5    2.10  Underwriters’ Cash Contribution  5    2.11  Payment of Transaction Costs  6    2.12  Specific Conveyances  6            Article 3 Additional Transactions  6    3.1  Purchase of Additional Common Units  6            Article 4 Further Assurances  6    4.1  Further Assurances  6    4.2  Other Assurances  6            Article 5 Effective Time  7            Article 6 Miscellaneous  7    6.1  Order of Completion of Transactions  7    6.2  Headings; References; Interpretation  7    6.3  Effect of Waiver or Consent  7    6.4  Successors and Assigns  8    6.5  No Third Party Rights  8    6.6  Counterparts  8    6.7  Choice of Law; Submission to Jurisdiction  8    6.8  Severability  8    6.9  Amendment or Modification  8    6.10  Entire Agreement  8    6.11  Laws and Regulations  8    6.12  Deed; Bill of Sale; Assignment  8    6.13  Negation of Rights of Limited Partners, Assignees, and Third Parties   8    6.14  No Recourse Against Officers or Directors  9 
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**CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT**     This CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT, dated as of January 24, 2008 isentered on and effective as of the Effective Date (as defined herein), by and among WilliamsPipeline Partners L.P., a Delaware limited partnership (*“****MLP****”*), WPP Merger LLC, a Delaware limitedliability company *(“****WPP Merger****”),*Williams Pipeline Partners Holdings LLC, a Delaware limitedliability company *(“****WPP Holdings****”),*Williams Pipeline Operating LLC, a Delaware limited liabilitycompany (*“****WP Operating****”*), Northwest Pipeline GP, a Delaware general partnership *(“****NWP****”),*WilliamsPipeline GP LLC, a Delaware limited liability company *(“****Pipeline GP****”),*Williams Gas PipelineCompany, LLC, a Delaware limited liability company *(“****Williams Gas Pipeline****”),*WGPC Holdings LLC, aDelaware limited liability company *(“****WGPC Holdings****”),*and Williams Pipeline Services Company, aDelaware corporation *(“****WPS Co****”)*. The above-named entities are sometimes referred to in thisAgreement each as a *“****Party****”*and collectively as the *“****Parties****.”***R E C I T A L S:**     WHEREAS, as further described below, Pipeline GP and WPS Co. have formed MLP, pursuant to theDelaware Revised Uniform Limited Partnership Act (the *“****Delaware LP Act****”*), for the purpose ofengaging in any business activity that is approved by Pipeline GP and that lawfully may beconducted by a limited partnership organized pursuant to the Delaware LP Act;     WHEREAS, in order to accomplish the objectives and purposes of MLP described in the precedingrecital, the following actions have been taken prior to the date hereof:     1. Williams Gas Pipeline formed WPP Holdings, and contributed 11.6% of the outstanding stockof Northwest Pipeline Corporation, a Delaware corporation (*“****NWP Corp****”*), to WPP Holdings in exchangefor all of the membership interests of WPP Holdings.     2. Williams Gas Pipeline formed WGPC Holdings, and contributed 88.4% of the outstanding stockof NWP Corp to WGPC Holdings in exchange for all of the membership interests of WGPC Holdings.     3. Williams Gas Pipeline formed Pipeline GP, to which it contributed $1,000 in exchange forall of the membership interests in Pipeline GP.     4. Pipeline GP and WPS Co formed MLP, to which Pipeline GP contributed $20 and WPS Cocontributed $980 in exchange for a 2% general partner interest and 98% limited partner interest,respectively.     5. MLP formed WPP Merger LLC, to which MLP contributed $1,000 in exchange for all of themembership interests in WPP Merger.     6. MLP formed WP Operating, to which MLP contributed $1,000 in exchange for all of theinterests in WP Operating.     7. On October 1, 2007, NWP Corp was converted to a general partnership under Delaware law andrenamed Northwest Pipeline GP.
 

 
     8. On October 2, 2007, a 0.5% interest in NWP was transferred by WGPC Holdings to WPPHoldings, making WGPC Holdings’ interest in NWP 87.9% and WPP Holdings’ interest in NWP 12.1%.     9. On January 21, 2008, a 7.0% interest in NWP was transferred by WGPC Holdings to WPPHoldings, making WGPC Holdings’ interest in NWP 80.9% and WPP Holdings’ interest in NWP 19.1%.     WHEREAS, concurrently with the consummation of the transactions contemplated hereby (the*“****Closing****”*), each of the following matters shall occur:     1. The public, through the Underwriters, will contribute $325 million to MLP, $304.3 millionnet of the Spread in exchange for Common Units representing a 47.5% limited partner interest inMLP.     2. MLP will use the offering proceeds to (a) pay transaction costs of $3.4 million (excludingthe Spread), (b) make a cash capital contribution to WPP Merger of $300.9 million (such amount isreferred to as the *“****Net Proceeds****”*), and (c) redeem the limited partner interest in MLP acquired byWPS Co in exchange for $980.     3. WPP Merger will contribute the Net Proceeds to NWP in exchange for a 15.9% general partnerinterest in NWP.     4. WPP Holdings and WPP Merger will merge to form a limited liability company named WilliamsPipeline Partners Holdings LLC and MLP will contribute the membership interests in post-merger WPPHoldings to WP Operating.     5. NWP will distribute the Net Proceeds to WGPC Holdings, and WGPC Holdings will distributethe Net Proceeds to Williams Gas Pipeline as a reimbursement for certain capital expenditures.     6. Williams Gas Pipeline will contribute 100% of its membership interests in WPP Holdings (the*“****WPP Holdings Interest****”*) to Pipeline GP.     7. Pipeline GP will contribute the WPP Holdings Interests to MLP in exchange for acontinuation of its 2% general partner interest, as represented by 684,869 general partner units,in MLP (the *“****2% GP Interest****”)*, 6,350,668 Common Units and 10,957,900 Subordinated Units,representing 50.5% of MLP’s common and subordinated units (the *“****50.5% Limited Partner Interest****”*)and the IDRs.     WHEREAS, within 30 days of the Closing, if the Underwriters exercise their option to purchaseup to an additional 2,437,500 Common Units (the *“****Option****”),*MLP shall use proceeds of that exercise,net of the applicable Underwriters’ discount and fees, to acquire from Pipeline GP the same numberof Common Units for the net proceeds as a redemption in repayment of capital expenditures.
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**ARTICLE 1**