<PAGE>   1
                                                                 EXHIBIT 10(b)

                                                                  EXECUTION COPY







                          THE WILLIAMS COMPANIES, INC.
                            (a Delaware Corporation)

                              WILLIAMS SHARE TRUST
                               (a Delaware Trust)

                                 WCG NOTE TRUST
                               (a Delaware Trust)

                    UNITED STATES TRUST COMPANY OF NEW YORK,
                              as Indenture Trustee

                                       and

                     CREDIT SUISSE FIRST BOSTON CORPORATION

                                       as
                            Initial Remarketing Agent

                            WILLIAMS PREFERRED STOCK
                            REMARKETING, REGISTRATION
                          RIGHTS AND SUPPORT AGREEMENT

                           Dated as of March 28, 2001



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                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               Page
<S>                  <C>                                                                                      <C>
         SECTION 1.  Definitions..................................................................................2
         SECTION 2.  Appointment of Remarketing Agents............................................................6
         SECTION 3.  Agreement to Register Shares.................................................................7
         SECTION 4.  Additional Covenants of Williams............................................................10
         SECTION 5.  Representations, Warranties and Agreements of the Offerors..................................12
         SECTION 6.  Registration Procedures.....................................................................15
         SECTION 7.  New Series; Remarketing Events; Share Trust Release Option..................................19
         SECTION 8.  Remarketing Procedures; Additional Shares...................................................22
         SECTION 9.  Fees and Expenses...........................................................................24
         SECTION 10.  Resignation and Removal of the Remarketing Agents; Additional Agents.......................24
         SECTION 11.  Dealing in Williams Securities.............................................................26
         SECTION 12.  Conditions to Remarketing Agents' Obligations..............................................27
         SECTION 13.  Indemnification............................................................................29
         SECTION 14.  Termination of Obligations of Remarketing Agents...........................................33
         SECTION 15.  Remarketing Agents' Performance; Duty of Care; Liability...................................33
         SECTION 16.  GOVERNING LAW..............................................................................34
         SECTION 17.  Term of Agreement..........................................................................34
         SECTION 18.  Successors and Assigns.....................................................................34
         SECTION 19.  Headings...................................................................................35
         SECTION 20.  Severability...............................................................................35
         SECTION 21.  Remarketing Agents Not Acting as Underwriter...............................................35
         SECTION 22.  Amendments.................................................................................35
         SECTION 23.  Notices....................................................................................36
         SECTION 24.  Counterparts...............................................................................36
         SECTION 25.  Regarding the Indenture Trustee............................................................36
         SECTION 26.  Limitation of Liability of Wilmington Trust Company........................................36
         SECTION 27.  Issuer's Reimbursement Obligation..........................................................37
         SECTION 28. Cash Flow Default...........................................................................38
</TABLE>


Schedule I    -        Certain transactions described in Section 3(e)
Schedule II   -        Registration rights described in Section 5(l)
Schedule III  -        List of Eligible Remarketing Agents



                                       i

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                  WILLIAMS PREFERRED STOCK REMARKETING, REGISTRATION RIGHTS AND
SUPPORT AGREEMENT, dated as of March 28, 2001 (this "Agreement"), among (i) The
Williams Companies, Inc., a Delaware corporation; (ii) Williams Share Trust, a
statutory business trust formed under the Trust Act; (iii) WCG Note Trust, a
statutory business trust formed under the Trust Act; (iv) United States Trust
Company of New York, as Indenture Trustee; and (v) Credit Suisse First Boston
Corporation. Capitalized terms used herein without definition have the meanings
assigned to such terms in Section 1.

                  WHEREAS, Williams has issued 14,000 shares of Williams
Preferred Stock with an aggregate liquidation preference of $1,400,000,000 to
the Share Trust (the "Initial Shares");

                  WHEREAS, Williams has issued the shares of Williams Preferred
Stock referenced in the preceding Whereas clause to the Share Trust in exchange
for certificates of beneficial ownership interest and cash pursuant to the Share
Trust Agreement and has reserved for issuance 110,000,000 shares of Williams
Common Stock into which such Initial Shares of Williams Preferred Stock will be
convertible;

                  WHEREAS, each share of Williams Preferred Stock has been
issued with a liquidation preference of $100,000 plus accrued and unpaid
dividends thereon with mandatory and optional conversion provisions as provided
in the Certificate of Designation, which conversion provisions adjust upon the
Reset Date;

                  WHEREAS, Williams and the Share Trust have requested CSFB to
act as Remarketing Agent with respect to the Shares under this Agreement for the
purpose of (i) using its commercially reasonable efforts upon a Trigger Event to
recommend to Williams the terms and quantity of shares of Williams equity
securities which, if sold by Williams, would generate net proceeds at least
equal to the Share Trust Amount and (ii) using its commercially reasonable
efforts following a Remarketing Event to remarket a sufficient amount of the
Shares held by the Share Trust to generate net proceeds at least equal to the
Share Trust Amount, including paying (or causing payment of) the purchase price
for the Shares subject to such remarketing to the Indenture Trustee in
accordance with this Agreement, each in collaboration with the other Remarketing
Agent(s), if any;

                  WHEREAS, the parties hereto agree that it is advisable, in
connection with the remarketing activities to be undertaken by the Remarketing
Agents, for the resale of the Shares held by the Share Trust to be registered
with the SEC under the Securities Act;

                  WHEREAS, the Issuer has issued the Senior Notes as of the date
hereof, and the Indenture Trustee's rights hereunder will support the Issuer's
repayment obligations with respect to the Senior Notes;

                  WHEREAS, each of the parties herein is willing to assume the
duties ascribed to it hereunder on the terms and conditions expressly set forth
herein; and

                  WHEREAS, this Agreement is being entered into pursuant to the
terms of the Participation Agreement;


<PAGE>   4


                  NOW, THEREFORE, for and in consideration of the covenants made
herein and in the Participation Agreement and subject to the conditions herein
set forth, the parties hereto agree as follows:

                  SECTION 1. Definitions. Capitalized terms used and not defined
in this Agreement shall have the meanings assigned to them in Annex A to the
Participation Agreement dated as of March 22, 2001 among Williams, the Issuer,
the Co-Issuer, WCG, WCL, the Share Trust, United States Trust Company of New
York and Wilmington Trust Company (each as defined therein). In addition, as
used herein:

                  "Additional Registration Statement" has the meaning set forth
in Section 3(a)(ii).

                  "Cash Flow Default" means the occurrence of a Cash Flow Event
of Default.

                  "Conditions Precedent" has the meaning set forth in Section
12.

                  "Effectiveness Period" means, with respect to any Registration
Statement, the period that begins on the date of effectiveness of such
Registration Statement and extends to the earlier of (i) the date on which all
Shares registered thereunder have been remarketed under such Registration
Statement, (ii) the date on which all of the Senior Notes cease to be
outstanding and (iii) the date on which the obligations of Williams hereunder
are deemed satisfied in whole pursuant to Section 7(d).

                  "Eligible Remarketing Agent" means any nationally or
internationally recognized investment banking firm listed on Schedule III
hereto; provided that Schedule III hereto may be amended by Williams at any time
and from time to time to add any investment banking firm that is ranked among
the top ten placement agents or underwriters for all domestic equity-related
securities offerings (by either aggregate dollar value of such offerings or by
number of issues credited to the lead manager) according to the rankings most
recently published by Investment Dealers' Digest or any equivalent publication
or to subtract any investment banking firm that does not make a market in
Williams Common Stock at such time.

                  "Failed Registration" means a failure by Williams to (i) file
a Registration Statement no later than 21 days following a Trigger Event or, if
a Shelf Registration Statement is then not legally permitted, provide no later
than 21 days following a Trigger Event to the Remarketing Agents written
assurance, reasonably acceptable to the Remarketing Agents, that the
Registration Statement will be declared, or will otherwise become, effective
promptly after a Pricing of the Shares, or otherwise have an effective
Registration Statement available in accordance with Section 3(a); (ii) use its
reasonable best efforts to diligently pursue the registration of the Shares (and
the underlying Williams Common Stock, to the extent applicable) when so required
by this Agreement; (iii) use its reasonable best efforts to cause the
Registration Statement to be declared effective no later than 90 days following
a Trigger Event; or (iv) satisfy the applicable Conditions Precedent specified
in Section 12 within the time periods set forth therein.

                  "Failed Repricing" means a failure to establish a Remarketed
Price on any Repricing Date, including due to the failure to satisfy the
applicable Conditions Precedent specified in Section 12 within the time periods
set forth therein.


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                  "Failed Repricing Date" means any Repricing Date on which a
Failed Repricing occurs.

                  "Filed Documents" means all documents filed by Williams with
the SEC under the Securities Act or the Exchange Act that are, or are required
to be, incorporated by reference into the Registration Statement or Prospectus
or any applicable private placement memorandum.

                  "Final Sale Date" means the date on which the Share Trust
shall have sold Shares generating aggregate net proceeds at least equal to the
Share Trust Amount.

                  "Initial Remarketing Agent" means CSFB in its capacity as a
remarketing agent hereunder.

                  "Initial Repricing Date" means, (a) with respect to a public
offering of the Shares, the later of (i) the date on which the Registration
Statement is declared effective or, if a Shelf Registration Statement is then
not legally permitted, the first date on which Williams provides the Remarketing
Agents written assurance, reasonably acceptable to the Remarketing Agents, that
the Registration Statement will be declared, or will otherwise become, effective
promptly after a Pricing of the Shares in accordance with applicable securities
laws and (ii) the tenth Trading Day following the Remarketing Notification Date
and (b) if a Failed Registration has occurred, the earliest date upon which
Milbank, Tweed, Hadley & McCloy LLP or other national or international
securities counsel selected by the Remarketing Agents and approved by Williams
advises, in writing, that a private placement of the Shares may be commenced in
compliance with applicable securities laws.

                  "Inspectors" has the meaning set forth in Section 6(h).

                  "Legal Impossibility" means (i) with respect to the
remarketing of the Initial Shares (A) on or at any time after the Initial
Repricing Date it is legally impossible to remarket the Initial Shares,
including, without limitation, due to the failure of Williams to have a
sufficient number of additional shares of authorized but unissued Williams
Common Stock for conversion of the Initial Shares that have not been reserved
for other purposes as of any date on which any Initial Shares are sold or (B) on
or after a Trigger Event a material breach by Williams of its obligations
hereunder has occurred, including, without limitation, due to the failure of
Williams to satisfy the Conditions Precedent specified in Sections 12(b) and
12(c) (but excluding Section 12(d)) within the time periods set forth therein
except for any breach by Williams which pursuant to the terms hereof would
result in a Failed Registration and (ii) with respect to the remarketing of
Additional Shares (A) on or at any time after the Reset Date it is legally
impossible to remarket the Additional Shares, including, without limitation, due
to the failure of Williams to have a sufficient number of additional shares of
authorized but unissued Williams Common Stock for conversion of the Additional
Shares that have not been reserved for other purposes as of any date on which
any Additional Shares are sold or (B) the Remarketing Agents are unable to sell
sufficient Additional Shares as contemplated by Section 8(f) within 180 days
from the earlier of (1) a Partial Remarketing of the Initial Shares or (2) 120
days following any Trigger Event.

                  "Marketing Materials" has the meaning set forth in Section
13(a).



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                  "NASD" means the National Association of Securities Dealers,
Inc.

                  "Nasdaq" has the meaning assigned to such term in Section
6(k).

                  "New Series Distribution Agreement" means an underwriting,
purchase, distribution or placement agency agreement to be entered into among
Williams, the Remarketing Agents and any other Persons engaged by Williams
(including the lead underwriters if Williams elects not to have one or more of
the Remarketing Agents as the lead underwriters) or the Remarketing Agents (with
the approval of Williams, such approval not to be unreasonably withheld or
delayed) to market and sell the New Series as contemplated herein (such
agreement to be in a form customary for Williams for a firm commitment
underwritten public offering (in the case of an underwriting agreement), a firm
commitment underwritten private offering (in the case of a purchase or
distribution agreement) or a best efforts private placement (in the case of a
placement agency agreement), including, without limitation, representations and
warranties, covenants, conditions precedent, indemnification and other
provisions as are then customary for such agreements) and to be prepared,
executed and delivered by Williams to the Remarketing Agents on or prior to the
Pricing of the New Series.

                  "Offerors" means Williams and the Share Trust.

                  "Partial Remarketing" means a remarketing of all of the Shares
then available as to which, although a Failed Remarketing has not occurred, net
proceeds at least equal to the Share Trust Amount are not generated and paid to
the Indenture Trustee.

                  "Prospectus" means any preliminary or final prospectus or
prospectus supplement or other offering document to be used by the Remarketing
Agents in connection with a public offering of the Shares.

                  "Records" has the meaning set forth in Section 6(h).

                  "Registration Expenses" means any and all expenses incident to
the performance of or compliance by Williams and the Share Trust with this
Agreement, including, without limitation: (i) all SEC, stock exchange or NASD
registration and filing fees, (ii) all necessary fees and expenses reasonably
incurred in connection with compliance with state securities or "blue sky" laws
(including reasonable fees and disbursements of counsel for the Remarketing
Agents in connection with blue sky qualification of any of the Shares or the New
Series (and the Williams Common Stock into which such Shares or the New Series
are convertible, to the extent applicable)) and compliance with the rules of the
NASD, (iii) all expenses authorized by Williams or the Share Trust of any
Persons in preparing or assisting in preparing, word processing, printing and
distributing any Remarketing Documents and any amendments or supplements thereto
and in preparing or assisting in preparing, printing and distributing the
Distribution Agreement and any other agreements or documents relating to the
performance and compliance by the Remarketing Agents with this Agreement, (iv)
all rating agency fees incurred in connection with the remarketing process, (v)
the fees and disbursements of counsel for Williams and the Share Trust and of
the independent certified public accountants of Williams, including the expenses
of any "comfort letters" required by or incident to such performance and
compliance, (vi) the fees and expenses of the Share Trustee and any transfer
agent or custodian


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for the Shares (and the Williams Common Stock into which such Shares are
convertible, to the extent applicable), (vii) all fees and expenses incurred in
connection with the listing, if any, of any of the Shares or the New Series (and
the Williams Common Stock into which such Shares or New Series are convertible,
to the extent applicable) on any securities exchange or quotation system and
(viii) the reasonable fees and expenses of any special experts retained by
Williams in connection with any Shelf Registration Statement, including
reasonable fees of counsel to the Remarketing Agents.

                  "Registration Statement" means any registration statement of
Williams for the registration of the Shares then available for sale (and the
underlying Williams Common Stock, to the extent applicable) with the SEC
pursuant to the provisions of this Agreement and all amendments and supplements
to any such Registration Statement, including post-effective amendments and in
each case including the Prospectus contained therein (if any), all exhibits
thereto and all information incorporated by reference therein, and, if no
Prospectus is required to be delivered at the time of such registration, any
term sheet or other document prescribed by the SEC to describe the securities to
be sold thereunder.

                  "Remarketed Price" means the price at which the Remarketing
Agents, using commercially reasonable efforts, can sell the fewest number of
Shares then available that will generate net proceeds that are at least equal to
the Share Trust Amount or, if the Remarketing Agents cannot generate net
proceeds that are at least equal to the Share Trust Amount through the sale of
all of the Shares then available, then the highest price at which the
Remarketing Agents, using commercially reasonable efforts, can sell all of the
Shares then available.

                  "Remarketing Agent" means the Initial Remarketing Agent and/or
any Eligible Remarketing Agent that, in each case, is appointed and agrees to
act as a remarketing agent pursuant to the terms of this Agreement.

                  "Remarketing Conditions" has the meaning set forth in Section
8(c)(i).

                  "Remarketing Documents" means any documents prepared by or at
the direction of or in conjunction with Williams and/or the Share Trust that are
intended to be used by the Remarketing Agents in the remarketing of the Shares,
including, without limitation (i) in the case of a public offering, the
Registration Statement and all exhibits thereto and any Prospectus, (ii) any
private placement memoranda and (iii) any Filed Document incorporated by
reference with respect to any of the foregoing.

                  "Remarketing Event" has the meaning set forth in Section 7(b).

                  "Remarketing Notification Date" means the date on which the
Remarketing Agents receive notice pursuant to Section 8(a) from the Share
Trustee or the Indenture Trustee of their obligation to commence the remarketing
of the Initial Shares.

                  "Remarketing Period" means the period beginning on and
including the Remarketing Notification Date and continuing until and including
the Reset Date.

                  "Repricing Date" means the Initial Repricing Date and each
Trading Day thereafter until the Reset Date.



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                  "Reset Date" means the earlier of (i) the date of the
consummation of the remarketing (including a Partial Remarketing) of the Shares
then being remarketed (which is expected to be on or about the third Trading Day
following the Successful Repricing Date) or (ii) the date a Failed Remarketing
is declared.

                  "Restriction Termination Date" has the meaning set forth in
Section 3(e).

                  "Share Trust Release Option" has the meaning set forth in
Section 7(d).

                  "Shelf Registration Statement" means one or more "shelf"
Registration Statements of Williams pursuant to the provisions of Section 3
which registers the continuous offer and sale by the Share Trust and, to the
extent required, Williams of the Shares (and the underlying Williams Common
Stock, to the extent applicable) on an appropriate form under Rule 415 under the
Securities Act or any similar or successor rule that may be adopted by the SEC
and all amendments and supplements to such registration statement(s), including
post-effective amendments, in each case including the Prospectus contained
therein (if any), all exhibits thereto and all information incorporated by
reference therein. Unless the context otherwise requires, the term "Shelf
Registration Statement" includes any Shelf Registration Statement and/or
Additional Registration Statement filed pursuant to Section 3(a) and any
Subsequent Shelf Registration Statement filed pursuant to Section 3(c).

                  "Subsequent Shelf Registration Statement" has the meaning set
forth in Section 3(c).

                  "Successful Repricing Date" means the Repricing Date on which
the Pricing by the Remarketing Agents of the Shares at the Remarketed Price
occurs.

                  "Williams Group" has the meaning set forth in Section 3(e).

                  The rules of construction set forth in Annex A to the
Participation Agreement shall apply to this Agreement as if set forth herein.

                  SECTION 2. Appointment of Remarketing Agents.

                  (a) Williams hereby appoints CSFB, and CSFB hereby accepts
such appointment, as Remarketing Agent (subject to Section 10), for the purpose
of, acting together with any other Remarketing Agent(s), (i) using its
commercially reasonable efforts upon a Trigger Event to recommend to Williams
the terms and quantity of the New Series that would generate net proceeds in an
amount reasonably expected to be at least equal to the Share Trust Amount and,
subject to Section 7, to market and sell such New Series pursuant to the New
Series Distribution Agreement and/or (ii) using its commercially reasonable
efforts following a Remarketing Event to remarket and sell a sufficient amount
of the Shares then held by the Share Trust to generate net proceeds at least
equal to the Share Trust Amount (to the extent not discharged following the
offering of the New Series), in each case subject to the terms and conditions
herein, including paying (or, in the case of a purchase by Persons other than
the Remarketing Agent(s), causing payment of) the purchase price (up to the
Share Trust Amount) for the New Series or the Shares subject to such remarketing
to the Indenture Trustee.


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<PAGE>   9


                  (b) Each Remarketing Agent agrees, in consultation with the
other Remarketing Agent(s):

                  (i) to use its commercially reasonable efforts to recommend
         the applicable terms of the New Series and the Pricing thereof in order
         to generate net proceeds in an amount reasonably expected to be at
         least equal to the Share Trust Amount and to market such New Series in
         accordance with the New Series Distribution Agreement;

                  (ii) to use its commercially reasonable efforts to remarket
         the Shares during the Remarketing Period to the extent necessary;

                  (iii) to use its commercially reasonable efforts to establish
         the Remarketed Price on each Repricing Date until (and including) the
         Successful Repricing Date;

                  (iv) to notify Williams, the Share Trustee, the Indenture
         Trustee and the Issuer promptly of the Remarketed Price and of the
         occurrence of a Successful Repricing Date or of a Failed Remarketing;
         and

                  (v) to accept Shares for remarketing and to pay (or to cause
         payment of) the purchase price for remarketed Shares to the Indenture
         Trustee.

                  SECTION 3. Agreement to Register Shares.

                  (a) Unless an effective Registration Statement of Williams
would permit the remarketing and resale of Shares as contemplated by this
Agreement,

                  (i) Williams shall prepare and file with the SEC, as soon as
         practicable following a Trigger Event (taking into account the legal
         requirements for registration at such time) but in any event no later
         than 21 days following such Trigger Event, a Shelf Registration
         Statement for an offering to be made by the Share Trust on a continuous
         basis covering the Initial Shares and the Williams Common Stock into
         which any such Initial Shares are convertible, and

                  (ii) if Williams is required to issue Additional Shares
         pursuant to Section 8(f), Williams shall prepare and file with the SEC,
         as soon as practicable (taking into account the legal requirements for
         registration at such time) but in any event no later than five days
         (or, if such fifth day is not a Business Day, by the next succeeding
         Business Day) following the Partial Remarketing of the Initial Shares
         and the determination of such amount and terms of the Additional
         Shares, an additional registration statement (the "Additional
         Registration Statement") for an offering to be made by the Share Trust
         on a continuous basis covering the Additional Shares and to the extent
         applicable any Williams Common Stock into which such Additional Shares
         are convertible.

                  Any Shelf Registration Statement shall be filed on Form S-3 or
another appropriate form permitting registration of the offer and sale of such
Shares by the Share Trust for remarketing in the manner designated herein
(unless a Shelf Registration Statement is then not legally permitted, in which
case Williams shall provide no later than 21 days following a Trigger Event to
the Remarketing Agents written assurance, reasonably acceptable to the


                                      -7-
<PAGE>   10

Remarketing Agents, that an appropriate Registration Statement will be declared,
or will otherwise become, effective promptly after a Pricing of the Initial
Shares and, if applicable, the Additional Shares). Williams and the Share Trust
shall undertake no offer or sale of Shares under any such outstanding Shelf
Registration Statement such that the Remarketing Agents can no longer rely on
such outstanding Shelf Registration Statement to remarket and resell the Initial
Shares and, if applicable, the Additional Shares.

                  (b) Williams shall use its reasonable best efforts to cause
any Shelf Registration Statement to be declared effective under the Securities
Act as soon as practicable (taking into account the legal requirements for
registration at such time) but in any event no later than 90 days following a
Trigger Event and to keep any such Shelf Registration Statement continuously
effective under the Securities Act during its Effectiveness Period.

                  (c) If any Shelf Registration Statement ceases to be effective
for any reason at any time during the Effectiveness Period, Williams shall use
its reasonable best efforts to obtain the prompt withdrawal of any order
suspending the effectiveness thereof and in any event shall within 30 days of
such cessation of effectiveness (or such longer period as is reasonably
necessary to comply with the requirements of this sentence, provided that
Williams is diligently pursuing the earliest possible compliance therewith)
amend such Registration Statement in a manner reasonably expected to obtain the
withdrawal of the order suspending the effectiveness thereof or file an
additional Shelf Registration Statement (a "Subsequent Shelf Registration
Statement"). If a Subsequent Shelf Registration Statement is filed, Williams
shall use its reasonable best efforts to cause its effectiveness as soon as
practicable after such filing and to keep the Subsequent Shelf Registration
Statement continuously effective under the Securities Act during its
Effectiveness Period.

                  (d) A Shelf Registration Statement pursuant to this Section 3
will be deemed effective when declared effective by the SEC; provided that, if,
after it has been declared effective, the offering of Shares pursuant to a Shelf
Registration Statement is subject to any stop order, injunction or other order
or requirement of the SEC or any other governmental agency or court, such Shelf
Registration Statement will be deemed not to have been effective during the
period of such interference until the offering of Shares pursuant to such Shelf
Registration Statement may legally resume. Williams will be deemed not to have
used its reasonable best efforts to cause the Shelf Registration Statement to
become or to remain effective during the requisite period if Williams
voluntarily takes any action knowing that it would result in any such Shelf
Registration Statement not being declared effective or in the Remarketing Agents
not being able to remarket such Shares during the applicable period unless (i)
such action is required by Applicable Law or (ii) such failure of the Shelf
Registration Statement to be declared or remain effective or to provide for the
continuous marketing of the Shares is the result of the occurrence of a merger,
acquisition or similar event requiring disclosure of financial or other
information with respect to such transaction; provided that Williams is
diligently pursuing the earliest possible provision thereof.

                  (e) Williams and the Share Trust agree not to issue, sell or
offer for sale (or permit the offer or sale in any manner that would require the
consent or participation of Williams), or engage in marketing efforts in respect
of, any securities that are exchangeable for or convertible into equity
securities of Williams (whether as a term of, or pursuant to an




                                      -8-
<PAGE>   11

agreement or commitment in respect of, any such security or by means of a unit
or combination of any one or more securities or financial instruments) or permit
the issue, offer or sale of, or marketing efforts in respect of, any security of
any trust in which Williams or any Subsidiary of Williams (collectively, the
"Williams Group") has an interest if such security is guaranteed by any member
of the Williams Group and is exchangeable for or convertible into equity
securities of Williams, from the date of any Trigger Event to a date (the
"Restriction Termination Date") which is the earlier of (x) 10 days after the
Reset Date and (y) the date on which an amount equal to the Share Trust Amount
has been deposited with the Indenture Trustee, without the prior written consent
of the Indenture Trustee (given solely at the written direction of the Required
Holders); provided, however, that the foregoing shall not restrict any of the
following: (i) the issue, offer, sale or marketing efforts in respect of the New
Series, the Initial Shares or the Additional Shares in accordance with this
Agreement, (ii) the issue, offer, sale or marketing efforts in respect of
securities of any member of the Williams Group that are not exchangeable for or
convertible into equity securities of Williams (whether as a term of, or
pursuant to an agreement or commitment in respect of, any such security or by
means of a unit or combination of any one or more securities or financial
instruments), (iii) any member of the Williams Group from complying with any of
its obligations pursuant to arrangements entered into before the Closing Date
described on Schedule I hereto, (iv) any member of the Williams Group or any
third party from consummating a sale or issuance (or any related offer or
marketing efforts) of any such securities if the Pricing of such securities has
occurred prior to the date of any Trigger Event, (v) the offer, issuance or sale
of a security, including any related marketing efforts, consisting of the
conversion, exercise or exchange of another security in accordance with its
terms, which original security has been issued either in a registered public
offering or as consideration for an acquisition or merger, (vi) the filing of a
registration statement and any sale, offer, issuance or marketing effort in
connection with any employee benefit plan or other compensatory plan of any
member of the Williams Group or any direct stock purchase or dividend
reinvestment plan of any member of the Williams Group, (vii) any filing or
processing of any registration statement in respect of any security with the SEC
or any state securities regulator that does not involve the issuance, sale or
marketing efforts by any member of the Williams Group of (or in respect of) any
equity security prior to the Restriction Termination Date or (viii) any
issuance, sale or offer in connection with a shareholder rights plan, as such
term is commonly used. Williams further agrees that it shall not enter into any
agreement that would require it or permit any third party to contravene the
provisions of this Section 3(e).

                  (f) In the event that, at any time a Shelf Registration
Statement is required to be effective hereunder, the shelf registration
procedures set forth in Rule 415 or any successor rule are not available to
Williams and the Share Trust, Williams shall use its reasonable best efforts to
cause another appropriate Registration Statement with regard to the Shares (and
the Williams Common Stock into which such Shares are convertible, to the extent
applicable) and the remarketing of the Shares hereunder to be effective on each
subsequent Repricing Date.

                  (g) Williams shall, to the extent required by the remarketing
of the Shares hereunder and by any listing or quotation of the Shares (and the
Williams Common Stock into which such Shares are convertible, to the extent
applicable) reasonably requested by the Remarketing Agents, file a registration
statement with the SEC under the Exchange Act.


                                      -9-
<PAGE>   12


                  (h) Williams shall, to the extent permitted by Applicable Law
(i) and subject to further approval by the Board of Directors of Williams and to
the rules of any exchange on which the Williams Common Stock may then be listed
or quoted, authorize and issue such amount of the New Series as shall be
necessary to generate aggregate net proceeds in an amount reasonably expected to
be at least equal to the Share Trust Amount, in accordance with Section 7(a),
and (ii) upon a Partial Remarketing and upon such further approval by the Board
of Directors of Williams as may be required, issue to the Share Trust such
amount of Additional Shares as shall be necessary to generate aggregate net
proceeds reasonably expected to be at least equal to the Share Trust Amount, in
accordance with Section 8(f); provided that Williams' obligation to issue
Additional Shares shall be limited based upon the number of the then authorized
but unissued shares of Williams Common Stock that have not been reserved for
other purposes. Williams shall maintain the reservation of 110,000,000 shares of
Williams Common Stock into which the Williams Preferred Stock may be
convertible, as such number of shares may be adjusted from time to time in
accordance with adjustments to the "Optional Conversion Rate" as defined in the
Certificate of Designation and subject to the limitations set forth in Section
6(7) of the Certificate of Designation, until the Reset Date, at which time
Williams shall increase or decrease such reservation so as to at least equal the
number of shares of Williams Common Stock into which the Williams Preferred
Stock is then convertible; provided that the reservation of shares of Williams
Common Stock issuable upon conversion of the Williams Preferred Stock may be
revoked by the Board of Directors of Williams effective one year and one day
following the consummation of the sale of the New Series and the application of
the proceeds thereof, if such proceeds are at least equal to the Share Trust
Amount. Williams shall also reserve for issuance a sufficient number of shares
of Williams Common Stock issuable upon conversion or exercise of the New Series
and the Additional Shares (other than any such Shares consisting of Williams
Common Stock) in connection with the issuance of, and at the time of issuance
of, such New Series or Additional Shares (in the case of the Additional Shares,
such number of shares to be reserved based on the same methodology applicable to
the Williams Preferred Stock set forth above).

                  (i) Williams shall provide a copy of each Registration
Statement filed pursuant to this Agreement, any amendment thereto, any
Prospectus included therein and any supplement to any such Prospectus to the
Indenture Trustee and the Issuer promptly following the filing or use thereof.

                  SECTION 4. Additional Covenants of Williams. Williams
covenants with the Remarketing Agents as follows:

                  (a) Williams will provide prompt notice to the Remarketing
Agents of any notification by a Rating Agency to Williams of any change
downwards, or the placing on credit watch with negative implications (or
comparable status), with respect to the ratings of Williams' senior unsecured
long-term debt.

                  (b) Williams will, as promptly as reasonably possible after a
Trigger Event, furnish to the Remarketing Agents:

                  (i) after the same have been prepared by Williams, the
         Remarketing Documents (including in each case any amendment or
         supplement thereto and each document


                                      -10-
<PAGE>   13

         incorporated therein by reference); provided, however, that, with
         respect to any Filed Documents that are included in such Remarketing
         Documents, Williams shall not be obligated to furnish such Filed
         Documents prior to the time they are filed with the SEC and such
         delivery requirements shall be deemed to be satisfied by making any
         such Filed Documents available either through the SEC's EDGAR
         electronic filing system (or any successor electronic filing system
         which makes such Filed Documents generally available to the public
         electronically) or on Williams' home page on the "World Wide Web" at
         www.williams.com;

                  (ii) each Filed Document filed after the date of this
         Agreement; provided, however, that such delivery requirements shall be
         deemed to be satisfied by making any such Filed Documents available
         either through the SEC's EDGAR electronic filing system (or any
         successor electronic filing system which makes such Filed Documents
         generally available to the public electronically) or on Williams' home
         page on the "World Wide Web" at www.williams.com;

                  (iii) notice of the occurrence of any events that would
         reasonably be expected to cause the conditions precedent set forth
         herein or in the Distribution Agreement not to be fulfilled within the
         time period specified herein or therein or, if no time period is
         specified, then within a reasonable period of time; and

                  (iv) in connection with the remarketing of Shares, such other
         information as each of the Remarketing Agents may reasonably request
         from time to time.

Williams agrees to provide each of the Remarketing Agents with as many copies of
the foregoing written materials referred to in (i) and other information as the
Remarketing Agents may reasonably request for use in connection with the
remarketing of Shares and consents to the use thereof for such purpose.

                  (c) If, at any time after a Trigger Event during which the
Remarketing Agents would be obligated to take any action under this Agreement,
any event or condition known to Williams relating to or affecting Williams, any
Subsidiary thereof or the Shares (and the Williams Common Stock into which such
Shares are convertible, to the extent applicable) shall occur that would
reasonably be expected to affect the accuracy or completeness of any statement
of a material fact contained in the Remarketing Documents, Williams shall
promptly notify the Remarketing Agents in writing of the circumstances and
details of such event or condition.

                  (d) If, at any time when the Prospectus is required by the
Securities Act to be delivered in connection with the remarketing of the Shares
contemplated by this Agreement, any event relating to or affecting Williams or
the Share Trust or of which Williams shall be advised in writing by the
Remarketing Agents shall occur that in the reasonable view of counsel for the
Remarketing Agents or counsel for Williams should be set forth in a supplement
to, or an amendment of, the Prospectus in order to make the Prospectus not
misleading in the light of the circumstances when it is delivered to a
purchaser, Williams will, at its expense, amend or supplement the Prospectus by
either (i) preparing and furnishing to the Remarketing Agents at Williams'
expense a reasonable number of copies of a supplement or supplements or an
amendment or amendments to the Prospectus or (ii) making an appropriate filing
pursuant to


                                      -11-
<PAGE>   14

Section 13 of the Exchange Act, which will supplement or amend the Prospectus so
that, as supplemented or amended, it will not contain any untrue statement of a
material fact or omit to state any material fact necessary in order to make the
statements therein, in the light of the circumstances when the Prospectus is
delivered to a purchaser, not misleading.

                  (e) Williams will notify the Remarketing Agents of its
intention to file or prepare any amendment or supplement to any Remarketing
Document (including any post-effective amendment and any revised prospectus
which Williams proposes for use by the Remarketing Agents in connection with the
remarketing of the Shares which differs from the prospectus on file at the SEC
at the time the Registration Statement becomes effective, whether or not such
revised prospectus is required to be filed pursuant to Rule 424(b) under the
Securities Act) other than Filed Documents and will not file or use any such
amendment or supplement or other documents other than Filed Documents in a form
to which the Remarketing Agents or counsel to the Remarketing Agents shall
reasonably object.

                  (f) Williams, during the period when the Prospectus is
required to be delivered under the Securities Act, will file promptly all
documents required to be filed by Williams with the SEC pursuant to Section 13
or 14 of the Exchange Act.

                  (g) Williams will provide to the Share Trustee and the Issuer
copies of all notices and reports and all other information received by it from
the Remarketing Agents in connection with the remarketing process under this
Agreement.

                  (h) Williams will not grant on or after the date hereof
registration rights to any Person under which such Person could request
registration of its securities on any Registration Statement used to register
any of the Shares (and the Williams Common Stock into which such Shares are
convertible, to the extent applicable).

                  SECTION 5. Representations, Warranties and Agreements of the
Offerors. Williams represents and warrants, with respect to itself, the Issuer
and the Share Trust, to, and agrees with, the Remarketing Agents as of the date
hereof, as follows:

                  (a) Any Filed Documents will, when they are filed, conform in
all material respects with the requirements of the Securities Act or the
Exchange Act, as applicable, and the rules and regulations thereunder; and no
such document, when it is filed, will contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
in order to make the statements therein, in light of the circumstances under
which they were made, not misleading, except that this representation and
warranty does not apply to statements or omissions in the Registration Statement
or Prospectus or private placement memorandum (or in amendments or supplements
thereto) based upon information relating to the Remarketing Agents furnished to
Williams in writing by the Remarketing Agents or the representatives of the
Remarketing Agents expressly for use therein.

                  (b) The Initial Shares have been duly authorized and validly
issued and are fully paid and non-assessable and not subject to any preemptive
or similar rights and conform in all material respects as to legal matters to
the description thereof contained in the Offering Memorandum and any amendment
or supplement thereto; upon issuance to the Share Trust and


                                      -12-
<PAGE>   15

payment by the Share Trust of cash in an amount at least equal to the aggregate
par value of Additional Shares, any and all Additional Shares will be duly
authorized and validly issued, fully paid and non-assessable and not subject to
any preemptive or similar rights and will conform in all material respects as to
legal matters to the description thereof contained in the Offering Memorandum
and any amendment or supplement thereto; the Williams Common Stock into which
such Initial Shares are convertible on the date hereof have been duly authorized
and upon any adjustment to the conversion rate, additional shares of Williams
Common Stock will be duly authorized in accordance with Section 3(h), and when
issued upon conversion of the Initial Shares all such shares of Williams Common
Stock will be validly issued, fully paid and non-assessable and will not be
subject to any preemptive or similar rights; and the Williams Common Stock into
which such Additional Shares (that are shares of Williams Preferred Stock) are
convertible, if any, will be duly authorized upon issuance of such Additional
Shares to the Share Trust, and, when such Williams Common Stock is issued upon
conversion of such Additional Shares, such Common Stock will be validly issued,
fully paid and non-assessable and will not be subject to any preemptive or
similar rights. There are no outstanding subscriptions, rights, warrants,
options, calls, convertible securities, commitments of sale or Liens granted or
issued by Williams relating to or entitling any person to purchase or otherwise
to acquire any shares of the Williams Preferred Stock except as otherwise
disclosed in the Offering Memorandum or contemplated in the Transaction
Documents and except for such subscriptions, rights, warrants, options, calls,
convertible securities, commitments of sale or Liens granted or issued by
Williams that are not required to be disclosed in the Filed Documents.

                  (c) Each of the Share Trust Agreement and this Agreement has
been duly authorized by all necessary corporate or trust action, as applicable,
by each of Williams and the Share Trust, other than the issuance of the New
Series and any Additional Shares (and, to the extent applicable, Williams Common
Stock into which such New Series or Additional Shares are convertible) which may
require future approval by the Board of Directors or shareholders of Williams,
and has been duly executed and delivered by each of Williams and the Share
Trust, and, subject to the due execution and delivery by the other parties to
such document, such document constitutes the legal, valid and binding
obligations of Williams and the Share Trust, enforceable against Williams and
the Share Trust in accordance with its terms, except as the enforceability
thereof may be limited by any applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting creditors' rights generally or by
general principles of equity (whether enforcement is sought by proceedings in
equity or at law) or, with respect to this Agreement, any applicable public
policy on the enforceability of provisions relating to contribution and
indemnification.

                  (d) The Share Trust has been duly organized and is validly
existing and in good standing as a business trust under the Trust Act with all
requisite trust powers and all material Permits required to carry on its
business as now conducted and as contemplated by the Transaction Documents; the
Share Trust is not a party to any agreement other than the Transaction Documents
to which it is a party and has not engaged in any activities since its
organization (other than those incidental to its organization and other
appropriate steps including arrangement for the payment of fees to its trustees,
the authorization and issuance of certificates of beneficial interest, the
execution of the Transaction Documents to which it is a party executed on or
prior to the date hereof and the activities referred to in or contemplated by
such Transaction Documents) and has not made any distributions since its
organization; and the Share


                                      -13-
<PAGE>   16

Trust is not and will not be subject to United States Federal, state or local
income or franchise taxes.

                  (e) Williams is a corporation duly incorporated, validly
existing and in good standing under the laws of the State of Delaware and
possesses all corporate powers and other authorizations and licenses necessary
to engage in its business and operations as now conducted and as contemplated by
the Offering Memorandum, except for those authorizations and licenses the
failure to obtain or maintain which could not reasonably be expected to have a
Williams Material Adverse Effect. Williams is duly qualified and is in good
standing as a foreign corporation authorized to do business in each jurisdiction
in which the nature of its business or the ownership or leasing of property
requires such qualification, except where the failure to be so qualified would
not reasonably be expected to result in a Williams Material Adverse Effect.

                  (f) (i) Williams is (x) in compliance with all laws, rules,
regulations and orders of any governmental authority applicable to it or its
property, except where the failure to so comply, individually or in the
aggregate, would not, in the reasonable judgment of Williams, be expected to
result in a Williams Material Adverse Effect, (y) not in violation of its
charter or bylaws, and (z) not in default in the performance of any obligation,
agreement, covenant or condition contained in any indenture, loan agreement,
mortgage, lease or other agreement or instrument that is material to Williams
and its subsidiaries taken as a whole, to which Williams is a party or by which
Williams or any of its properties is bound, except to the extent a default would
not reasonably be expected to result in a Williams Material Adverse Effect; and
(ii) the Share Trust is not in breach or violation of or in default (nor, after
reasonable inquiry, to the actual knowledge of any Responsible Officer of
Williams, has an event occurred that with notice or lapse of time or both would
constitute a default) under the terms of (A) its Organizational Documents, (B)
any of the Transaction Documents or any other agreements to which the Share
Trust is a party, or (C) any Applicable Law.

                  (g) None of the due execution, delivery or performance by each
of Williams and the Share Trust of each Transaction Document to which it is a
party (i) requires any authorization or approval or other action by, or any
notice or filing with, any Governmental Authority except (A) those that have
been made, (B) those that may be required under Federal or state securities or
blue sky laws in connection with the sale of the Shares or the New Series or
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, in
connection with a private placement of any shares in connection herewith and (C)
in the case of Williams, those that are necessary to comply with laws, rules,
regulations and orders required in the ordinary course to comply with its
ongoing obligations under the Transaction Documents; provided that all
authorizations, approvals, actions, notices and filings described in this clause
(C) that are necessary to have been obtained or made on or prior to the Closing
Date for the consummation by Williams of the transactions contemplated by this
Agreement and the other Transaction Documents or are required to have been
obtained or made on or prior to the Closing Date have been obtained or made on
or prior to the Closing Date, (ii) contravenes, or constitutes a default under,
its Organizational Documents or any Applicable Law in effect on the Closing Date
or any material contractual restriction or, in the case of the Share Trust, any
agreement or instrument binding on or affecting it, (iii) results in the
imposition or creation of any Lien on any of its assets except Permitted Liens
(in the case of the Share Trust, of the type described in clause (iii) of the
definition thereof) or (iv) results in the termination, suspension or revocation
of any


                                      -14-
<PAGE>   17

material permit, license, covenant, exemption, franchise, authorization or other
approval (each, an "Authorization") of Williams or the Share Trust or results in
any other material impairment of the rights of the holder of any such
Authorization.

                  (h) None of Williams, the Issuer and the Share Trust is, and
after giving effect to the issuance of the Shares to the Share Trust none of
Williams, the Issuer and the Share Trust will be, required to register as an
"investment company," as such term is defined in the Investment Company Act of
1940, as amended.

                  (i) Williams is not a "holding company" or a "subsidiary
company" of a "holding company" within the meaning of PUHCA. Neither the Issuer
nor the Share Trust is subject to regulation as a "holding company" or a
"subsidiary company" or an "affiliate" of a "holding company," in each case as
such terms are defined in the PUHCA.

                  (j) The Share Trust is the beneficial owner of the Initial
Shares and, upon issuance of the Additional Shares, if any, will be the
beneficial owner of such Additional Shares, free and clear of any Lien or claims
of any Person, except as otherwise provided in the Transaction Documents.

                  (k) Except as disclosed in Williams' Form 10-K for the year
ended December 31, 2000, (i) there is no Proceeding pending or, to the knowledge
of any Responsible Officer of Williams, threatened against or involving Williams
or any Subsidiary of Williams in any court or before any arbitrator of any kind
or before or by any governmental body, which, in the reasonable judgment of
Williams (taking into account the exhaustion of all appeals), would reasonably
be expected to have a Williams Material Adverse Effect or which, despite any
such disclosure, purports to affect the legality, validity, binding effect or
enforceability against Williams of any Transaction Document to which it is a
party, and (ii) there is no Proceeding pending against or, after reasonable
inquiry, to the actual knowledge of any Responsible Officer of Williams,
threatened against the Share Trust before any Governmental Authority.

                  (l) Other than as disclosed in Schedule II hereto, there are
no contracts, agreements or understandings (other than this Agreement) between
Williams and any Person granting such Person the right to register any
securities of Williams pursuant to any Registration Statement used to register
the Shares (and, to the extent applicable, the Williams Common Stock into which
such Shares are convertible).

                  (m) Other than as disclosed in Schedule I hereto, there are no
contracts, agreements or understandings between Williams and any Person which
would require Williams to issue securities that are exchangeable for or
convertible into equity securities of Williams that, if entered into after the
date of this Agreement, would cause Williams or a third party to contravene the
provisions of Section 3(e).

                  SECTION 6. Registration Procedures. In connection with the
obligations of Williams with respect to any Shelf Registration Statement
pursuant to Sections 3(a) and 3(c) or a Registration Statement pursuant to
Section 3(f), Williams shall after any Trigger Event:

                  (a) as far in advance as practical before filing any
Registration Statement or any amendment thereto, provide the Remarketing Agents
and their counsel with reasonably complete


                                      -15-
<PAGE>   18

drafts of all such documents proposed to be filed (including exhibits), and the
Remarketing Agents shall have the opportunity to object to any information
pertaining to the Remarketing Agents that is contained therein and to make
comments and suggestions as to the presentation of the information therein, and
Williams will make the corrections and other changes reasonably requested by the
Remarketing Agents with respect to such information prior to filing any such
Registration Statement (including any amendment thereto) unless it has a
reasonable basis not to do so;

                  (b) prepare and file with the SEC as soon as reasonably
practicable such amendments and supplements to each Registration Statement as
may be necessary to keep such Registration Statement continuously effective for
its Effectiveness Period and to any Prospectus used in connection therewith as
may be necessary to maintain the effectiveness of such Registration Statement or
the accurateness or completeness of the information contained therein and to
comply with the provisions of the Securities Act with respect to the disposition
of all Shares covered by such Registration Statement in accordance with the
remarketing procedures set forth herein, until the end of the Effectiveness
Period;

                  (c) promptly notify the Remarketing Agents and their counsel:

                  (i) when any Registration Statement or any Prospectus to be
         used hereunder, or any amendment or supplement thereto, has been filed
         and, with respect to such Registration Statement or any post-effective
         amendment thereto, when the same has become effective;

                  (ii) of any written comments from the SEC with respect to any
         filing referred to in clause (i) and of any written request by the SEC
         for amendments or supplements to such Registration Statement or
         Prospectus;

                  (iii) of the notification to Williams by the SEC of (x) its
         initiation of any proceeding with respect to the issuance by the SEC or
         (y) the issuance by the SEC of any stop order suspending the
         effectiveness of such Registration Statement;

                  (iv) of the receipt by Williams of any notification with
         respect to the suspension of the qualification of the Shares for sale
         under the applicable securities or blue sky laws of any jurisdiction;

                  (v) of the happening of any event that makes any statement of
         a material fact made in such Registration Statement or related
         Prospectus or any document incorporated or deemed to be incorporated
         therein by reference untrue or that requires the making of any changes
         in such Registration Statement, Prospectus or related documents so
         that, in the case of the Registration Statement, it will not contain
         any untrue statement of a material fact or omit to state any material
         fact required to be stated therein or necessary to make the statements
         therein not misleading and, in the case of the Prospectus, it will not
         contain any untrue statement of a material fact or omit to state any
         material fact required to be stated therein or necessary to make the
         statements therein, in the light of the circumstances under which they
         were made, not misleading; and


                                      -16-
<PAGE>   19

                  (vi) of the reasonable determination by Williams that a
         post-effective amendment to such Registration Statement would be
         appropriate;

                  (d) furnish such proper information as may be lawfully
required and otherwise cooperate in qualifying and registering the Shares (and
the Williams Common Stock into which such Shares are convertible, to the extent
applicable) for offer and sale under the blue-sky laws of such jurisdictions in
the United States as the Remarketing Agents may designate and such other
governmental agencies or authorities within the United States as may be
necessary to enable the Remarketing Agents to remarket the Shares in accordance
with the remarketing procedures set forth herein, provided that neither Williams
nor the Share Trust shall be required to qualify as a foreign corporation, trust
or other entity or dealer in securities, to file any consents to service of
process under the laws of any jurisdiction or to meet any other requirements
deemed by Williams to be unduly burdensome;

                  (e) use its reasonable best efforts to prevent the issuance of
any order suspending the effectiveness of a Registration Statement and to obtain
the withdrawal of any order suspending the effectiveness of a Registration
Statement as soon as practicable;

                  (f) cooperate with the Share Trustee to facilitate the timely
delivery of certificates representing Shares to be remarketed that do not bear
any restrictive legends (to the extent appropriate) and cause such Shares to be
issued in such denominations and registered in such names as the Remarketing
Agents may reasonably request within two Trading Days following the applicable
Successful Repricing Date or such later time as agreed between Williams and the
Remarketing Agents;

                  (g) upon the occurrence of any circumstance contemplated by
Sections 3(c), 4(d), 6(c)(iii) (if such circumstance can be remedied as provided
in this Section 6(g)), 6(c)(v) or 6(c)(vi), use its reasonable best efforts to
amend or supplement the Registration Statement or the Prospectus by either (i)
preparing and furnishing to the Remarketing Agents at Williams' expense a
reasonable number of copies of a supplement or supplements or an amendment or
amendments to the Prospectus or (ii) making an appropriate filing pursuant to
Section 13 of the Exchange Act, which will supplement or amend the Prospectus so
that, as supplemented or amended, it will not contain any untrue statement of a
material fact or omit to state any material fact necessary in order to make the
statements therein, in the light of the circumstances when the Prospectus is
delivered to a purchaser, not misleading; and Williams agrees to notify the
Remarketing Agents as promptly as practicable after the occurrence of such an
event; and each Remarketing Agent agrees that, following such notice, it will
suspend use of the Prospectus until Williams has amended or supplemented the
Prospectus to correct such misstatement or omission;

                  (h) make available for inspection by the Remarketing Agents
and any attorney, accountant or other agent retained by the Remarketing Agents
(collectively, the "Inspectors"), during reasonable business hours during the
Remarketing Period, all financial and other records, pertinent corporate
documents and properties of the Offerors (collectively, the "Records") as shall
be reasonably necessary to enable them to exercise any applicable due diligence
responsibilities or prepare for any potential due diligence defense and cause
the officers, directors and employees of the Offerors to supply all information
in each case reasonably requested by any such Inspector in connection with the
Shelf Registration Statement; provided,



                                      -17-
<PAGE>   20

however, that Records which Williams determines, in good faith, to be
confidential and any Records which it notifies the Inspectors are confidential
shall not be disclosed by the Inspectors; provided that the Inspectors may
disclose any information in such Records (A) as has become generally available
to the public through no fault of the Inspectors or the Remarketing Agents, (B)
in the opinion of Inspectors' counsel, as may be required under compulsion of
legal process (in which case such Records shall be disclosed to the extent and
for the limited purpose so required), (C) in the opinion of the Inspectors'
counsel, in order to comply with any Applicable Law applicable to the Inspectors
or the Remarketing Agents and (D) as may be necessary for the Remarketing Agents
to comply with the Transaction Documents; and each Remarketing Agent will be
required to agree further that it will, if such confidential Records are
disclosed to the Inspectors, cause the Inspectors to keep such Records
confidential except in the circumstances described in this paragraph and, upon
learning that disclosure of such Records is, in the opinion of the Inspectors'
counsel, required pursuant to clauses (B) or (C) above, unless otherwise
prohibited by such legal process or Applicable Law, cause the Inspectors to give
prompt written notice of such requirement to disclose to Williams as soon as
reasonably practicable and, unless otherwise prohibited by such legal process or
Applicable Law, cause the Inspectors to refrain from disclosing such information
until Williams shall have a reasonable opportunity, at its expense, to undertake
appropriate action to prevent disclosure of the Records determined or notified
by Williams to be confidential;

                  (i) following any public offering of remarketed Shares, make
generally available to its securityholders an earnings statement satisfying the
provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or
any similar rule promulgated under the Securities Act) no later than 45 days
after the end of any 12-month period (or 90 days after the end of any 12-month
period if such period is a fiscal year) commencing at the end of the fiscal
quarter in which the Reset Date occurs;

                  (j) cooperate with the Remarketing Agents and any other
Person, if any, participating in the remarketing and/or the disposition of the
Shares and their respective counsel in connection with filings, if any, required
to be made with the NASD;

                  (k) if so requested by the Remarketing Agents, use its
reasonable best efforts to cause the Initial Shares and, if required to be
issued, any Additional Shares (and the Williams Common Stock into which such
Shares are convertible, to the extent applicable) to be listed or quoted on the
New York Stock Exchange ("NYSE"), the National Association of Securities Dealers
Automated Quotation ("Nasdaq") National Market System or any other exchange or
quotation system (with the choice of such exchange or market to be at the
election of Williams) on or before the Initial Repricing Date with respect to
the Initial Shares or the Successful Repricing Date for such Additional Shares,
subject to official notice of issuance; and

                  (l) use its reasonable best efforts to take all other steps
necessary to effect the registration of the Shares (and the Williams Common
Stock into which such Shares are convertible, to the extent applicable) in
connection with the remarketing thereof as contemplated herein.

                  Each Remarketing Agent hereby agrees that, upon receipt of any
notice from Williams or the Share Trust of the happening of any event of the
kind described in Section



                                      -18-
<PAGE>   21

6(c)(iii), 6(c)(v) or 6(c)(vi), such Remarketing Agent will forthwith
discontinue its remarketing of Shares pursuant to the Registration Statement
relating thereto until such Remarketing Agent shall have received copies of the
supplemented or amended Prospectus contemplated by Section 6(g) and, if so
directed by Williams, will deliver to Williams (at the expense of Williams) all
copies, other than permanent file copies, then in its possession of the
Prospectus relating to the Shares at the time of receipt of such notice.

                  SECTION 7. New Series; Remarketing Events; Share Trust Release
Option.

                  (a) If a Trigger Event shall have occurred,

                  (i) (A) Subject to further approval by the Board of Directors
         of Williams in accordance with Section 3(h), if required, Williams
         shall have the right to offer and sell as soon as practicable such
         number of shares of the New Series in accordance with the New Series
         Distribution Agreement in order to generate net proceeds in an amount
         reasonably expected to be at least equal to the Share Trust Amount and
         (B) to the extent permitted under Applicable Law, the Offerors shall
         comply with the provisions of this Agreement with respect to the
         registration of the Initial Shares (and the Williams Common Stock into
         which such Initial Shares are convertible).

                  (ii) The Remarketing Agents shall use their commercially
         reasonable efforts to recommend to Williams the terms and quantity of
         shares of the New Series that would generate net proceeds in an amount
         reasonably expected to be at least equal to the Share Trust Amount. If
         any Remarketing Agent advises Williams that in its opinion the shares
         of the New Series authorized for sale by Williams cannot be marketed to
         receive net proceeds in an amount reasonably expected to be at least
         equal to the Share Trust Amount, such Remarketing Agent will have no
         obligation to market the New Series or to enter into the New Series
         Distribution Agreement. In the event one or more Remarketing Agents so
         advises Williams, Williams shall have the right (in addition to its
         rights under Section 10(f)) to appoint one or more Eligible Remarketing
         Agents to join with the remaining Remarketing Agents to market the New
         Series on its behalf, and each such replacement Eligible Remarketing
         Agent shall enter into the New Series Distribution Agreement or a
         similar distribution agreement with respect to the offering and sale of
         the New Series but shall not become a Remarketing Agent for any other
         purpose under this Agreement. In any event, Williams shall have the
         right to designate which Remarketing Agents shall act as lead managers,
         bookrunners or, if applicable, global coordinators with respect to the
         New Series.

                  (iii) Upon the sale of the New Series, Williams shall cause
         all of the net proceeds thereof (if less than or equal to the Share
         Trust Amount) or a portion of the net proceeds thereof equal to the
         Share Trust Amount (if such proceeds are greater than the Share Trust
         Amount) to be deposited into the Share Trust Proceeds Account. The
         Indenture Trustee hereby agrees to apply such net proceeds to the
         redemption of the Senior Notes in accordance with the Indenture.

                  (iv) If the amount of net proceeds of the marketing of the New
         Series to be deposited with the Indenture Trustee pursuant to clause
         (iii) above is at least equal to the


                                      -19-
<PAGE>   22


         Share Trust Amount, the Share Trustee shall be authorized to release
         and, if requested by Williams, shall release all or a portion of the
         Initial Shares (A) first, to the Remarketing Agents to permit the sale
         of such amount of the New Series to be settled by delivery of such
         amount of Initial Shares, but only if the New Series Distribution
         Agreement with respect to the offering of the New Series requires a
         firm commitment underwriting and provides that net proceeds equal to
         the Share Trust Amount shall be paid directly to the Indenture Trustee
         on behalf of Williams and the Share Trust for deposit and application
         in accordance with clause (iii) above and (B) second, to Williams, upon
         consummation of the sale of the New Series, all or such portion of the
         Initial Shares not released pursuant to clause (A) above.

                  (b) If Williams fails to consummate a sale of the New Series
in accordance with Section 7(a) that has resulted in net proceeds therefrom in
an amount at least equal to the Share Trust Amount being deposited into the
Share Trust Proceeds Account within 60 days following a Trigger Event, (i) the
Share Trustee hereby agrees for the benefit of the Indenture Trustee to
undertake to offer and sell all or a portion of the Initial Shares held by the
Share Trust through the remarketing procedures set forth herein (a "Remarketing
Event"); (ii) the Remarketing Agents shall notify the Indenture Trustee and the
Issuer of such Remarketing Event; (iii) the Indenture Trustee shall exercise its
rights under this Agreement to cause the Share Trust to sell all or a portion of
the Initial Shares held by the Share Trust through the remarketing procedures
set forth herein; (iv) upon any such remarketing, the Share Trust hereby agrees
to distribute or cause to be distributed the net proceeds thereof up to an
amount equal to the Share Trust Amount to the Indenture Trustee; and (v) the
Indenture Trustee hereby agrees to deposit such net proceeds immediately upon
receipt in the Share Trust Proceeds Account and to apply such net proceeds
received by it to the redemption of the Senior Notes in accordance with the
Indenture (which redemption may be on the Maturity Date unless the relevant
Transaction Documents require or permit otherwise).

                  (c) Prior to the occurrence of a Trigger Event, Williams shall
have the right to appoint any one or more Eligible Remarketing Agents to offer
and sell all or a portion of the Initial Shares. The Share Trustee shall be
authorized to release and, if requested by Williams, shall release such amount
of Initial Shares being sold to such Eligible Remarketing Agents against payment
therefor to permit the settlement of such sale by delivery of such amount of
Initial Shares, but only if the underwriting, purchase or similar distribution
agreement with respect to the offering of such Initial Shares requires a firm
commitment underwriting and provides that net proceeds equal to the Share Trust
Amount shall be paid directly to the Indenture Trustee on behalf of the Share
Trust; and the Indenture Trustee hereby agrees to deposit such net proceeds
immediately upon receipt in the Share Trust Proceeds Account and to apply such
net proceeds to the repayment or redemption of the Senior Notes in accordance
with the Indenture (which repayment or redemption may be on the Maturity Date
unless the relevant Transaction Documents require or permit otherwise).

                  (d) Williams shall have the right, during the periods
described below, to satisfy its obligations, in whole or in part, with respect
to the registration and sale of the New Series or the Shares pursuant to this
Agreement in connection with the Indenture Trustee's right to exercise the Share
Trust Remedy (the "Share Trust Release Option") by delivering cash from
Permitted Redemption Sources which, together with any amounts on deposit with
the Indenture Trustee, is sufficient to repay or redeem the Senior Notes, in
whole or in part (as specified further below) on the applicable Mandatory
Redemption Date to the Indenture


                                      -20-
<PAGE>   23

Trustee together with a certificate of Williams certifying that the amount of
such funds constitutes Permitted Redemption Sources or that the Share Trust
Amount (not including such funds) is equal to zero.

                  (i) If (x) no Trigger Event has occurred, Williams may
         exercise the Share Trust Release Option no earlier than 150 days prior
         to the Maturity Date, or (y) a Trigger Event has occurred, Williams may
         exercise the Share Trust Release Option at any time following the
         occurrence of such Trigger Event until the Standstill Expiration Date
         with respect to the Share Trust Remedy following such Trigger Event.

                  (ii) In the event that Williams exercises the Share Trust
         Release Option prior to the occurrence of the Maturity Trigger when no
         Trigger Event shall have occurred, then (A) the amount of cash
         delivered by Williams must be equal to the Share Trust Amount assuming
         a Mandatory Redemption in connection with a Maturity Trigger on the
         Maturity Date, (B) the Indenture Trustee shall (x) deposit such funds
         in the Share Trust Proceeds Account, (y) invest such funds in Financial
         Investments maturing no later than the Maturity Date and (z) withdraw
         such funds on the Maturity Date to repay the Senior Notes in accordance
         with Section 5.05(c) of the Indenture, and (C) Williams must provide to
         the Indenture Trustee an unconditional undertaking to deposit
         additional funds with the Indenture Trustee if the total amount
         invested in such eligible Financial Investments is insufficient to
         cover the required payments on the Senior Notes at any time (including
         upon a Mandatory Redemption if a Trigger Event should subsequently
         occur). Following an exercise of the Share Trust Release Option in
         accordance with this Section 7(d)(ii), the obligations of Williams with
         respect to the registration and sale of the New Series or the Shares
         hereunder shall be deemed satisfied so long as the Share Trust Amount
         remains zero.

                  (iii) In the event that Williams exercises the Share Trust
         Release Option following the occurrence of a Trigger Event, then (A)
         the Indenture Trustee shall (x) deposit such funds in the Share Trust
         Proceeds Account and (y) apply such funds to a Mandatory Redemption of
         all or such portion of the Senior Notes as may be redeemed at the
         applicable Mandatory Redemption Price (as defined in the Indenture) in
         accordance with Section 15.01(d) of the Indenture, and (B) if the Share
         Trust Release Option is exercised otherwise than as result of the
         occurrence of the Acceleration Trigger or the Stock Price/Credit
         Downgrade Trigger, Williams must provide to the Indenture Trustee an
         unconditional undertaking to deposit additional funds with the
         Indenture Trustee if the total amount invested in eligible Financial
         Investments in accordance with the Indenture is insufficient to cover
         the required payments on the Senior Notes at any time (including upon a
         Mandatory Redemption (as defined in the Indenture) if another Trigger
         Event should subsequently occur). Following an exercise of the Share
         Trust Release Option in accordance with this Section 7(d)(iii) and the
         partial or full redemption of the Senior Notes in accordance with the
         Indenture, the obligations of Williams with respect to the registration
         and sale of the New Series or the Shares hereunder shall be reduced in
         proportion to, and deemed satisfied to the extent of, the principal
         amount of Senior Notes that have been so redeemed.



                                      -21-
<PAGE>   24

                  SECTION 8. Remarketing Procedures; Additional Shares.

                  (a) Upon a Remarketing Event, the Share Trustee or the
Indenture Trustee, as the case may be, shall deliver to the Offerors and each of
the Remarketing Agents a written notice to commence the process of remarketing
the Initial Shares (and, to the extent required pursuant to Section 8(f), the
Additional Shares). The following remarketing procedures shall apply in each
case to the Shares then available for marketing and shall be subject to the
right of the Remarketing Agents under Section 12 to declare in good faith a
Failed Remarketing, with the consequences set forth in said Section 12 and
Section 8(g).

                  (b) If the Conditions Precedent to a public offering of the
Shares have been met pursuant to Section 12, the Remarketing Agents shall be
obligated to commence such public offering in accordance with the following
remarketing procedures. If a Failed Registration has occurred, then any actions
undertaken with respect to a public offering of the Shares shall cease, and the
Remarketing Agents shall be obligated to commence a private placement of the
Shares in accordance with the following remarketing procedures; provided that
(x) no actions shall be undertaken by the Remarketing Agents with respect to
such private placement until the earliest date upon which Milbank, Tweed, Hadley
& McCloy LLP or other national or international securities counsel selected by
the Remarketing Agents and approved by Williams advises, in writing, that a
private placement of the Shares may be commenced in compliance with applicable
securities law and (y) the Share Trustee and the Remarketing Agents shall cause
such private placement to be consummated as and upon the terms directed by the
Indenture Trustee.

                  (c) In determining the Remarketed Price for the Shares, the
Remarketing Agents will, after taking into account market conditions as
reflected in the prevailing yields on mandatorily convertible preferred stock
and/or common stock of other comparable issuers:

                  (i) consider, among other things, (A) short-term and long-term
         market rates and indices of such short-term and long-term rates, (B)
         market supply and demand for short-term and long-term securities, (C)
         yield curves for short-term and long-term securities comparable to the
         Shares (considering the terms applicable thereto on and after the Reset
         Date), (D) industry and financial conditions that may affect the
         Shares, including without limitation the condition (financial or
         otherwise), results of operations, business affairs, management and
         prospects of Williams as described in the Remarketing Documents
         (including any Filed Documents incorporated by reference therein), as
         applicable, relating to the offering of Shares, (E) the number of
         Shares to be remarketed, (F) the number of potential purchasers, (G)
         the current ratings by nationally recognized statistical rating
         organizations of long-term subordinated debt and preferred securities
         of Williams, (H) the market price of the Williams Common Stock, (I) the
         discount appropriate for a private placement of the Shares, if
         applicable, and (J) the terms and Pricing of the New Series and the
         market reactions to the marketing of the New Series, if applicable
         (collectively, the "Remarketing Conditions"); and

                  (ii) contact, by telephone or otherwise, prospective
         purchasers and ascertain the prices at which they would be willing to
         hold or purchase such Shares.


                                      -22-
<PAGE>   25

                  (d) On or prior to the Initial Repricing Date, the Indenture
Trustee, upon the written request of the Remarketing Agents, shall deliver to
the Remarketing Agents and Williams an Officer's Certificate setting forth the
amounts available in the Share Trust Proceeds Account, the Indenture Interest
Account and, to the extent applicable, the Pledged Share Trust Reserve Account,
to be used in determining the Share Trust Amount, and shall undertake to notify
the Remarketing Agents and Williams if any such amount should change prior to
the Reset Date.

                  (e) By approximately 1:00 p.m., New York City time, on the
Initial Repricing Date, the Remarketing Agents will notify Williams, the Share
Trustee, the Issuer and the Indenture Trustee by telephone, confirmed in
writing, of (i) whether the Remarketing Agents were able to establish a
Remarketed Price and (ii) if so, the Remarketed Price, the Reset Date and the
number of Shares to be remarketed. If, on such Initial Repricing Date or any
succeeding Repricing Date, a Failed Repricing has occurred but there has not
occurred a Failed Remarketing, then the Remarketing Agents will continue to seek
to establish a Remarketed Price on the next succeeding Repricing Date (subject
to Section 12). Williams, the Share Trust and the Remarketing Agents shall enter
into the Distribution Agreement upon a Successful Repricing Date.

                  (f) Upon a Partial Remarketing of the Initial Shares, Williams
shall issue to the Share Trust Additional Shares in accordance with Section 3(h)
(subject to payment by the Share Trust of cash in an amount at least equal to
the aggregate par value thereof as provided in the Share Trust Agreement) in an
amount which, when remarketed by the Remarketing Agents pursuant to this
Agreement, shall be sufficient to generate net proceeds that, together with the
net proceeds of such Partial Remarketing, are in an amount reasonably expected
to be at least equal to the Share Trust Amount. The Remarketing Agents shall use
their commercially reasonable efforts to remarket Additional Shares (in
accordance with the remarketing procedures set forth herein) as soon as
practicable upon such terms as will result in the generation of such net
proceeds or the largest portion thereof as shall be practicable (including, at
Williams' discretion, by inclusion in any Shelf Registration Statement any
number of Additional Shares that the Remarketing Agents believe in their good
faith judgment and in light of then prevailing market conditions after
consultation with Williams (and that are permitted to be included pursuant to
the rules of the SEC) may be necessary to assure that a sufficient number of
Shares is available to cause the proceeds of the sale of such Shares pursuant to
such Shelf Registration Statement to at least equal the Share Trust Amount).

                  (g) In the event of a Failed Remarketing, the Remarketing
Agents shall promptly notify Williams, the Share Trustee, the Issuer and the
Indenture Trustee of such Failed Remarketing. The Remarketing Agents may consult
with counsel in making such determination and may conclusively rely on the
advice or opinion of any such counsel with respect thereto. In the event of a
Failed Remarketing, (i) Williams shall immediately pay to the Indenture Trustee
for deposit in the Share Trust Proceeds Account an amount equal to the Share
Trust Amount (without duplication of the net proceeds of any sale of the New
Series or remarketing of Shares used to pay any portion of the Senior Notes and
any other amounts due and owing to the Noteholders under the Indenture) and (ii)
until Williams has complied with clause (i) above, the Remarketing Agents shall,
upon the direction of the Indenture Trustee, continue to seek a Pricing of the
Shares at the Remarketed Price and consummate the sale of such Shares as soon as


                                      -23-
<PAGE>   26


practicable in accordance with such direction. In addition, upon a Failed
Remarketing, the obligation of Williams to make payment as provided above is
absolute and unconditional, irrespective of whether the Remarketing Agents shall
continue to seek a Pricing of the Shares at the Remarketed Price. Any amount
that Williams is obligated to pay under this Section 8(g) shall be paid without
set-off, deduction or counterclaim.

                  (h) On the date of the consummation of any sale of Shares, the
Remarketing Agents will make payment (or arrange for payment to be made in
accordance with the Distribution Agreement) of the purchase price for such
Shares that have been sold in the remarketing to the Indenture Trustee, on
behalf of the Share Trust, by the close of business on such date, against
delivery through DTC or otherwise of such Shares. The Indenture Trustee hereby
agrees to deposit such purchase price immediately upon receipt in the Share
Trust Proceeds Account and to apply such purchase price to the redemption of the
Senior Notes in accordance with the Indenture.

                  (i) In the event of a private placement of the Shares, the
offer and sale of the Shares shall be done in a manner that will not require
approval by the shareholders of Williams pursuant to the provisions of Rule 312
of the rules published in the New York Stock Exchange Listed Company Manual or
any successor rule or other requirement of the New York Stock Exchange, if
applicable at the time of such private placement.

                  SECTION 9. Fees and Expenses.

                  (a) For their services in performing their duties set forth
hereunder with respect to remarketing the Shares, on the Reset Date, the
Remarketing Agents will receive from Williams a commission of 3.0% of the gross
sales proceeds of Shares actually remarketed and sold, payable by wire transfer
in same day funds.

                  (b) In addition to its obligation under Section 9(a) and in
addition to its obligations under Section 13, Williams shall, from time to time
upon the request of the Remarketing Agents, pay the reasonable fees and expenses
of counsel incurred by the Remarketing Agents after a Trigger Event in
connection with the performance of their duties hereunder. The obligations of
Williams to make the payments required by this Section 9 shall survive the
termination of this Agreement or the termination of the obligations of the
Remarketing Agents hereunder and remain in full force and effect until all such
payments shall have been made in full.

                  (c) Without limiting the effect of the foregoing, Williams
shall pay all Registration Expenses in connection with the registration pursuant
to Section 3 and will reimburse the Remarketing Agents for the reasonable fees
and disbursements of its counsel incurred in connection with a Shelf
Registration Statement hereunder.

                  SECTION 10. Resignation and Removal of the Remarketing Agents;
Additional Agents.

                  (a) Each Remarketing Agent may resign and be discharged from
its duties and obligations hereunder at any time, such resignation to be
effective 30 days after delivery of notice to Williams, the Share Trustee, the
Issuer and the Indenture Trustee of such resignation,




                                      -24-
<PAGE>   27

subject to the provisions of this Section 10 (and, with respect to the New
Series, subject to Section 7(a)(ii)). Williams may remove any Remarketing Agent
for cause at any time, such removal to be effective 30 days after delivery of
notice of such removal to the Share Trustee, the Issuer, the Indenture Trustee
and the Remarketing Agents, subject to the provisions of this Section 10 (and,
with respect to the New Series, subject to Section 7(a)(ii)). In each such case
(other than a discharge with respect to the New Series pursuant to Section
7(a)(ii)), Williams will use its reasonable best efforts to appoint a successor
Remarketing Agent from among the Eligible Remarketing Agents and to cause such
successor Remarketing Agent to enter into this Agreement by executing a
supplement hereto as soon as reasonably practicable. It shall be the sole
obligation of Williams to appoint a successor Remarketing Agent, but the
resigning or removed Remarketing Agent will reasonably cooperate in handing over
the responsibilities of Remarketing Agent to such successor. For purposes of
this Section 10(a), "cause" means that a voluntary or involuntary proceeding
under any bankruptcy or insolvency law seeking liquidation, reorganization or
other relief with respect to such Remarketing Agent has been commenced and such
proceeding has not been terminated within 60 days after commencement.

                  (b) The Indenture Trustee may replace any Remarketing Agent
for cause upon the written direction of the Required Holders, with the successor
Remarketing Agent to be an Eligible Remarketing Agent. For purposes of this
Section 10(b), "cause" means the failure of such Remarketing Agent to comply
with its obligations under clauses (ii) and (iii) of Section 2(b) following the
Remarketing Notification Date.

                  (c) Following any notice of removal or resignation of any
Remarketing Agent, Williams or the Indenture Trustee, as the case may be, shall
endeavor to cause an Eligible Remarketing Agent to be appointed as a replacement
by executing a supplement hereto within 60 days of the delivery of such notice
and shall notify the existing Remarketing Agent(s) of such appointment as
promptly as practicable.

                  (d) No resignation or removal of any Remarketing Agent
pursuant to this Section 10 shall become effective until Williams or the
Indenture Trustee, as the case may be, shall have appointed an Eligible
Remarketing Agent as successor Remarketing Agent and such successor Remarketing
Agent shall have become a party to this Agreement or entered into a new
remarketing agreement substantially in the form of this Agreement in which it
has agreed to conduct the remarketing in accordance with the terms and
conditions described herein.

                  (e) Williams shall have the right to designate which
Remarketing Agents shall act as co-managers, together with the Initial
Remarketing Agent, with respect to the Shares. The Remarketing Agents may, at
their discretion and expense, make arrangements to be assisted by any
co-marketing agent or any broker-dealer or underwriting firm in connection with
the remarketing of the Shares (and, if appropriate, to have such Persons become
parties to the Distribution Agreement), in each case with the consent of
Williams, which consent shall not be unreasonably withheld or delayed, with such
compensation therefor, if any, as may be agreed between the Remarketing Agents
and such Person, after consultation with Williams (which compensation shall be
included within, and not in addition to, the commission referred to Section
9(a)). In addition, if so requested by Williams or the Indenture Trustee, one or
more additional Remarketing Agents may be appointed hereunder and may be made
parties to the Distribution Agreement with each Remarketing Agent to be given
responsibility for remarketing a specified





                                      -25-
<PAGE>   28

amount of Shares as such Remarketing Agents may decide in consultation with
Williams and the Indenture Trustee (or failing agreement between such
Remarketing Agents, by Williams or the Indenture Trustee), in which case all
references herein shall be deemed to apply, mutatis mutandis, to all Remarketing
Agents severally but not jointly, and in such case the compensation to be paid
by Williams to the Remarketing Agents hereunder shall be split among all such
Remarketing Agents in the manner agreed to by such Remarketing Agents, with the
consent of Williams (such consent not to be unreasonably withheld or delayed).

                  (f) If so requested by Williams, one or more Eligible
Remarketing Agents (including the lead underwriters if Williams elects not to
have one or more of the Remarketing Agents as the lead underwriters) may be
appointed hereunder solely for the purpose of recommending the terms of and
marketing the New Series in conjunction with the Remarketing Agents originally
appointed hereunder and shall be made parties to the New Series Distribution
Agreement, with each Remarketing Agent to be given responsibility for marketing
a specified amount of the New Series as the Remarketing Agents may decide in
consultation with Williams (or, failing agreement between such Remarketing
Agents, by Williams), in which case all references herein shall be deemed to
apply, mutatis mutandis, to all Remarketing Agents severally but not jointly (to
the extent applicable).

                  (g) Notwithstanding the foregoing provisions of this Section
10, if, prior to the occurrence of a Trigger Event, Williams has appointed any
Eligible Remarketing Agent (other than the Initial Remarketing Agent or any
successor Remarketing Agents appointed pursuant to Section 10(d)) to sell any
Williams equity securities (including pursuant to Sections 7(a)(ii) and 7(c))
and subsequently a Trigger Event occurs before the consummation or abandonment
of such sale, (i) Williams shall cause each such Eligible Remarketing Agent to
become a Remarketing Agent with respect to the Initial Shares and the Additional
Shares pursuant to the terms of this Agreement by executing a supplement hereto
within ten Business Days following the occurrence of such Trigger Event and to
enter into the Distribution Agreement required pursuant hereto, upon which the
Initial Remarketing Agent may resign and be discharged in accordance with the
provisions of Section 10(d), and (ii) if Williams fails (although it is not
responsible for the failure of such Eligible Remarketing Agent to comply with
the preceding clause (i)) to comply with the preceding clause (i), such failure
shall result in a Legal Impossibility.

                  SECTION 11. Dealing in Williams Securities. Each Remarketing
Agent, when acting as a Remarketing Agent or in its individual or any other
capacity, may, to the extent permitted by Applicable Law, buy, sell, hold and
deal in any of the New Series, the Williams Preferred Stock or the Williams
Common Stock. Notwithstanding the foregoing, each Remarketing Agent is not
obligated to purchase any Shares that would otherwise remain unsold in a
remarketing unless required pursuant to a Distribution Agreement or New Series
Distribution Agreement. To the extent permitted by Applicable Law, each
Remarketing Agent, as a holder of any of the New Series, the Williams Preferred
Stock or the Williams Common Stock, may exercise any vote or join as a holder in
any action which any holder of such securities may be entitled to exercise or
take pursuant to the terms thereof with like effect as if it did not act in any
capacity hereunder. To the extent permitted by Applicable Law, each Remarketing
Agent, in its capacity either as principal or agent, may also engage in or have
an interest in any financial or other transaction with Williams as freely as if
it did not act in any capacity hereunder to the extent permitted by Applicable
Law.




                                      -26-
<PAGE>   29

                  SECTION 12. Conditions to Remarketing Agents' Obligations. The
obligations of the Remarketing Agents under this Agreement have been undertaken
in reliance on, and shall be subject to, compliance with the conditions
precedent set forth in the following paragraphs (a) through (d) (the "Conditions
Precedent") on or prior to the indicated dates (with respect to the Shares then
available for marketing).

                  (a) On the Initial Repricing Date and upon each successive
Repricing Date:

                  (i) Williams and the Share Trust shall have complied in all
         material respects with their respective obligations and agreements as
         set forth in this Agreement; and

                  (ii) with respect to a public offering of the Shares, Williams
         and the Share Trust shall have filed a Registration Statement covering
         the Shares (and, to the extent applicable, the Williams Common Stock
         into which such Shares represented thereby are convertible) and the
         remarketing thereof, which Registration Statement shall have been
         declared effective by the SEC, and no stop order suspending the
         effectiveness thereof shall have been issued and not withdrawn or
         revoked under the Securities Act and no proceedings therefor shall have
         been initiated or threatened by the SEC.

If the Remarketing Agents shall reasonably determine in their sole discretion
that the Conditions Precedent set forth in this paragraph (a) are not fulfilled,
the Remarketing Agents shall declare a Failed Repricing with regard to such
Repricing Date and shall not be obligated to remarket the Shares until the next
succeeding Repricing Date in accordance with the provisions of Section 8(e);
provided that, if such a Failed Repricing has occurred and continues for a
period of five Trading Days thereafter, then the Remarketing Agents shall
declare a Failed Registration with regard to such Repricing Date and shall not
be obligated to remarket the Shares until such time as either the Conditions
Precedent are satisfied or a private placement of such shares may be commenced
in accordance with the provisions of Section 8(b).

                  (b) On any Repricing Date on which the Remarketing Agents have
established a Remarketed Price:

                  (i) Williams and the Share Trust shall enter into the
         Distribution Agreement;

                  (ii) Williams and the Share Trust shall have complied in all
         material respects with their respective obligations and agreements set
         forth herein and in the Distribution Agreement; and

                  (iii) Williams and the Share Trust shall make the
         representations and warranties contained in Section 5 hereof, and such
         representations and warranties and the representations and warranties
         in the Distribution Agreement shall be true, complete and correct in
         all material respects as if made on such date except as otherwise
         disclosed in the Remarketing Documents.

If the Remarketing Agents shall reasonably determine in their sole discretion
that the Conditions Precedent set forth in this paragraph (b) are not fulfilled,
then the Remarketing Agents shall declare a Failed Repricing with regard to such
Repricing Date and shall not be obligated to remarket the Shares until the next
succeeding Repricing Date in accordance with the provisions





                                      -27-
<PAGE>   30

of Section 8(e); provided that, if such a Failed Repricing has occurred and
continues for a period of five Trading Days thereafter or if Williams
intentionally fails to comply with the Conditions Precedent set forth in this
paragraph (b), then the Remarketing Agents shall declare a Failed Remarketing,
with the consequences set forth in Section 8(g); provided that no such Failed
Remarketing may be declared prior to the time a Remarketing Event could occur
under Section 7(b).

                  (c) Following the execution of any Distribution Agreement, in
addition to the Conditions Precedent set forth in paragraph (b) above, the
conditions precedent set forth in the Distribution Agreement shall have been
fulfilled and the sale of the Shares thereunder shall have been consummated on
the closing date set forth in the Distribution Agreement. If the Remarketing
Agents shall reasonably determine in their sole discretion that the Conditions
Precedent set forth in this paragraph (c) are not fulfilled, then the
Remarketing Agents shall declare a Failed Remarketing, with the consequences set
forth in Section 8(g).

                  (d) (i) Promptly upon request following a Trigger Event,
Williams and the Share Trust shall deliver to the Remarketing Agents such
current or updated Remarketing Documents and other current information and other
materials as the Remarketing Agents shall reasonably request and (ii) at all
times during the Remarketing Period (subject to the last sentence of this
Section 12(d)) and prior to the Successful Repricing Date, none of the following
events shall have occurred:

                           (x)(1) trading in securities generally on the New
                  York Stock Exchange or the American Stock Exchange, or trading
                  in any securities of Williams on any exchange located in the
                  United States or Europe, shall have been suspended or minimum
                  prices shall have been established on any such exchange by the
                  SEC, by such exchange or by any other regulatory body or
                  governmental authority having jurisdiction, (2) a general
                  banking moratorium in New York shall have been declared by
                  Federal or New York state authorities, (3) the United States
                  shall have become engaged in hostilities, there shall have
                  been an escalation in hostilities involving the United States
                  or there shall have been a declaration of a national emergency
                  or war by the United States or (4) there shall have occurred a
                  change in general economic, political or financial conditions
                  (or the effect of international conditions on the financial
                  markets in the United States shall be such) that in the
                  judgment of the Remarketing Agents is material and adverse;
                  and

                           (y) in the case of any of the events specified in
                  clauses (x)(1) through (x)(4) above, such event, singly or
                  together with any other such event, makes it, in the judgment
                  of the Remarketing Agents, impracticable or inadvisable to
                  proceed with the offering or delivery of the Shares being
                  delivered on the applicable Reset Date on the terms and in the
                  manner contemplated in the Remarketing Documents.

If on any Repricing Date the Remarketing Agents shall reasonably determine in
their sole discretion that the Conditions Precedent set forth in this paragraph
(d) are not fulfilled, then the Remarketing Agents shall declare a Failed
Repricing with regard to such Repricing Date and shall not be obligated to
remarket the Shares until the next succeeding Repricing Date in accordance with
the provisions of Section 8(e); provided that, if all Conditions Precedent other



                                      -28-
<PAGE>   31

than those set forth in this paragraph (d) are met by the fifth Repricing Date
after the Initial Repricing Date, the Conditions Precedent set forth in this
paragraph (d) shall no longer be applicable and shall not prevent the
establishment of a Remarketed Price.

                  (e) The Remarketing Agents may consult with counsel in making
any determination which may be made by them pursuant to this Section 12 and may
conclusively rely on the advice or opinion of any such counsel with respect
thereto.

                  SECTION 13. Indemnification.

                  (a) Each of the Share Trust and Williams jointly and severally
shall indemnify and hold harmless each Remarketing Agent, its officers and
employees and each person, if any, who controls any Remarketing Agent within the
meaning of the Securities Act, from and against any loss, claim, damage or
liability, joint or several, or any action in respect thereof, to which that
Remarketing Agent, officer, employee or controlling person may become subject,
under the Securities Act or otherwise, insofar as such loss, claim, damage,
liability or action arises out of, or is based upon, (i) all remarketing
activity undertaken by the Remarketing Agents or any of their respective
officers, employees and agents in respect of the Shares, and any other action
taken by the Remarketing Agents or any of their respective officers, employees
and agents in furtherance of this Agreement, (ii) any untrue statement or
alleged untrue statement of a material fact contained in (A) any Remarketing
Document or in any Filed Document or in any amendment or supplement thereto or
(B) in any materials or information provided to investors by, or with the
approval of, the Offerors in connection with the marketing of the offering of
the Shares ("Marketing Materials"), including any roadshow or investor
presentations made to investors by the Offerors (whether in person or
electronically) or (iii) the omission or alleged omission to state in any
Remarketing Document or in any Filed Document, or in any amendment or supplement
thereto, or in any Marketing Materials, any material fact required to be stated
therein or necessary to make the statements therein not misleading, and shall
reimburse each Remarketing Agent and each such officer, employee or controlling
person promptly upon demand for any legal or other expenses reasonably incurred
by that Remarketing Agent, officer, employee or controlling person in connection
with investigating or defending or preparing to defend against any such loss,
claim, damage, liability or action as such expenses are incurred; provided,
however, that the Offerors shall not be liable in any such case to the extent
that any such loss, claim, damage, liability or action arises out of, or is
based upon, (x) the gross negligence or willful misconduct of such Remarketing
Agent in connection with clause (i) above or (y) any untrue statement or alleged
untrue statement or omission or alleged omission made in any Remarketing
Document or in any Filed Document, or in any such amendment or supplement, in
reliance upon and in conformity with written information concerning such
Remarketing Agent furnished to the Offerors by or on behalf of any Remarketing
Agent specifically for inclusion therein; and, provided further, that the
Offerors will not be liable to any Remarketing Agent with respect to any
preliminary Remarketing Document to the extent the Offerors shall sustain the
burden of proving that any such loss, claim, damage or liability resulted from
the fact that such Remarketing Agent, in contravention of a requirement of
applicable law, remarketed Shares to a person to whom such Remarketing Agent
failed to send or give, at or prior to the settlement date for such sale of
Shares, a copy of a final Remarketing Document, as then amended or supplemented,
if: (i) the Offerors have previously furnished copies thereof (in sufficient
quantity and sufficiently in advance of such settlement date to allow



                                      -29-
<PAGE>   32


for distribution by such settlement date) to such Remarketing Agent and the
loss, claim, damage or liability of such Remarketing Agent resulted from an
untrue statement or omission of a material fact contained in or omitted from the
preliminary Remarketing Document which was corrected in a final Remarketing
Document as, if applicable, amended or supplemented prior to such settlement
date and such final Remarketing Document was required by law to be delivered at
or prior to the written confirmation of sale to such person and (ii) such
failure to give or send such final Remarketing Document by such settlement date
to the party or parties asserting such loss, claim, damage or liability would
have constituted the sole defense to the claim asserted by such person. The
foregoing indemnity agreement is in addition to any liability which the Offerors
may otherwise have to any Remarketing Agent or to any officer, employee or
controlling person of that Remarketing Agent.

                  (b) Each Remarketing Agent, severally and not jointly, shall
indemnify and hold harmless the Share Trust, the Share Trustee, Williams, its
officers and employees, each of its directors, and each person, if any, who
controls Williams within the meaning of the Securities Act, from and against any
loss, claim, damage or liability, joint or several, or any action in respect
thereof, to which the Share Trust, the Share Trustee, Williams or any such
director, officer or controlling person may become subject, under the Securities
Act or otherwise, insofar as such loss, claim, damage, liability or action
arises out of, or is based upon, (i) any untrue statement or alleged untrue
statement of a material fact contained in any Remarketing Document or in any
Filed Document or in any amendment or supplement thereto, or (ii) the omission
or alleged omission to state in any Remarketing Document or in any Filed
Document, or in any amendment or supplement thereto, any material fact required
to be stated therein or necessary to make the statements therein not misleading,
but in each case only to the extent that the untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon and in
conformity with written information concerning such Remarketing Agent furnished
to the Offerors by or on behalf of that Remarketing Agent specifically for
inclusion therein, and shall reimburse the Share Trust, the Share Trustee,
Williams and any such director, officer or controlling person for any legal or
other expenses reasonably incurred by the Share Trust, the Share Trustee,
Williams or any such director, officer or controlling person in connection with
investigating or defending or preparing to defend against any such loss, claim,
damage, liability or action as such expenses are incurred. The foregoing
indemnity agreement is in addition to any liability which any Remarketing Agent
may otherwise have to the Share Trust, the Share Trustee, Williams or any such
director, officer, employee or controlling person.

                  (c) Promptly after receipt by an indemnified party under this
Section 13 of notice of any claim or the commencement of any action, the
indemnified party shall, if a claim in respect thereof is to be made against the
indemnifying party under this Section 13, notify the indemnifying party in
writing of the claim or the commencement of that action; provided, however, that
the failure to notify the indemnifying party shall not relieve it from any
liability which it may have under this Section 13 except to the extent it has
been materially prejudiced by such failure and, provided further, that the
failure to notify the indemnifying party shall not relieve it from any liability
which it may have to an indemnified party otherwise than under this Section 13.
If any such claim or action shall be brought against an indemnified party, and
it shall notify the indemnifying party thereof, the indemnifying party shall be
entitled to participate therein and, to the extent that it wishes, jointly with
any other similarly notified indemnifying




                                      -30-
<PAGE>   33

party, to assume the defense thereof with counsel reasonably satisfactory to the
indemnified party. After notice from the indemnifying party to the indemnified
party of its election to assume the defense of such claim or action, the
indemnifying party shall not be liable to the indemnified party under this
Section 13 for any legal or other expenses subsequently incurred by the
indemnified party in connection with the defense thereof other than reasonable
costs of investigation; provided, however, that the Remarketing Agents or any
controlling Person shall have the right to employ counsel to represent jointly
the Remarketing Agents and their respective officers, employees and controlling
Persons who may be subject to liability arising out of any claim in respect of
which indemnity may be sought by the Remarketing Agents against Williams or the
Share Trust under this Section 13 if (i) the employment of such counsel has been
expressly authorized in writing by Williams; (ii) Williams has not assumed the
defense of and employed counsel reasonably satisfactory to the indemnified party
within a reasonable time after notice of the commencement of such action or
(iii) the named parties to any such action or proceeding (including impleaded
parties) include both the Remarketing Agents or such controlling Person and the
Share Trust or Williams and the Remarketing Agents or such controlling party
shall have been advised in writing by counsel that there may be one or more
legal defenses available to such indemnified party, which are different from or
additional to those available to the Share Trust or Williams, and such counsel's
representation of the Remarketing Agents or such controlling Person and the
Share Trust or Williams in such action or proceeding would give rise to a
conflict of interest which would make it improper for such counsel to represent
both the Remarketing Agents or such controlling Person and the Share Trust or
Williams (in which case Williams shall not have the right to assume the defense
of such action or proceeding on behalf of such indemnified party). Williams
shall not, in connection with any one such action or proceeding, or separate but
substantially similar or related actions or proceedings in the same jurisdiction
arising out of the same general allegations or circumstances, be liable for the
reasonable fees and expenses of more than one separate firm for the Remarketing
Agents and controlling Persons (in addition to any local counsel), which firm
will be designated by Credit Suisse First Boston Corporation, and Williams shall
reimburse all such reasonable fees and expenses as they are billed. No
indemnifying party shall (i) without the prior written consent of the
indemnified parties (which consent shall not be unreasonably withheld), settle
or compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified parties are actual or potential parties to such claim or action)
unless such settlement, compromise or consent includes an unconditional release
of each indemnified party from all liability arising out of such claim, action,
suit or proceeding, or (ii) be liable for any settlement of any such action
effected without its written consent (which consent shall not be unreasonably
withheld), but if settled with the consent of the indemnifying party or if there
be a final judgment for the plaintiff in any such action, the indemnifying party
agrees to indemnify and hold harmless any indemnified party from and against any
loss or liability by reason of such settlement or judgment.

                  (d) If the indemnification provided for in this Section 13
shall for any reason be unavailable to or insufficient to hold harmless an
indemnified party under Section 13(a) or 13(b) in respect of any loss, claim,
damage or liability, or any action in respect thereof, referred to therein, then
each indemnifying party shall, in lieu of indemnifying such indemnified party,
contribute to the amount paid or payable by such indemnified party as a result
of such loss,




                                      -31-
<PAGE>   34

claim, damage or liability, or action in respect thereof, (i) in such proportion
as shall be appropriate to reflect the relative benefits received by the Share
Trust and Williams on the one hand and the Remarketing Agents on the other from
the offering of the Shares or (ii) if the allocation provided by clause (i)
above is not permitted by applicable law, in such proportion as is appropriate
to reflect not only the relative benefits referred to in clause (i) above but
also the relative fault of the Share Trust and Williams on the one hand and the
Remarketing Agents on the other with respect to the statements or omissions
which resulted in such loss, claim, damage or liability, or action in respect
thereof, as well as any other relevant equitable considerations. The relative
benefits received by the Share Trust and Williams on the one hand and the
Remarketing Agents on the other from the offering of the Shares (if a
remarketing of the Shares hereunder has occurred) shall be deemed to be in the
same proportion as the total net proceeds from the offering of the Shares
(before deducting expenses) received by the Share Trust, on the one hand, and
the total compensation received by the Remarketing Agents under Section 9(a)
hereof. The relative fault shall be determined by reference to whether the
untrue or alleged untrue statement of a material fact or omission or alleged
omission to state a material fact relates to information supplied by the
Offerors or the Remarketing Agents, the intent of the parties and their relative
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The Share Trust, Williams and the Remarketing Agents
agree that it would not be just and equitable if contributions pursuant to this
Section 13 were to be determined by pro rata allocation (even if the Remarketing
Agents were treated as one entity for such purpose) or by any other method of
allocation which does not take into account the equitable considerations
referred to herein. The amount paid or payable by an indemnified party as a
result of the loss, claim, damage or liability, or action in respect thereof,
referred to above in this Section shall be deemed to include, for purposes of
this Section 13(d), any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such action
or claim. Notwithstanding the provisions of this Section 13(d), no Remarketing
Agent shall be required to contribute any amount in excess of the amount by
which the total sales proceeds of the Shares remarketed by it exceeds the amount
of any damages which such Remarketing Agent has otherwise paid or become liable
to pay by reason of any untrue or alleged untrue statement or omission or
alleged omission. No person guilty of fraudulent misrepresentation (within the
meaning of Section 11 (f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The Remarketing Agents' obligations to contribute as provided
in this Section 13(d) are several in proportion to the respective number of
Shares remarketed by each Remarketing Agent and not joint.

                  (e) The indemnity and contribution agreements contained in
this Section 13 and the representations and warranties of the Share Trust and
Williams set forth in this Agreement shall remain operative and in full force
and effect, regardless of (i) any investigation made by or on behalf of the
Remarketing Agents or any Person controlling the Remarketing Agents, the Share
Trust, the Share Trustee, Williams, its directors or officers, or any Person
controlling Williams, (ii) acceptance of any Shares and payment therefor
hereunder and (iii) any termination of this Agreement. A successor to any
Remarketing Agent or any Person controlling the Remarketing Agents, or to the
Share Trust, the Share Trustee, Williams, its directors or officers, or any
Person controlling Williams, shall be entitled to the benefits of the indemnity,
contribution and reimbursement agreement contains in this Section 13.



                                      -32-
<PAGE>   35

                  (f) The remedies provided for in this Section 13 are not
exclusive and shall not limit any rights or remedies which may otherwise be
available to any indemnified party at law or in equity.

                  SECTION 14. Termination of Obligations of Remarketing Agents.
The obligations of each Remarketing Agent shall terminate upon the removal or
resignation of such Remarketing Agent and the appointment of a successor
Remarketing Agent in accordance with the provisions of Sections 10 and 7(a)(ii);
provided that, in any such case, the rights of such Remarketing Agent under
Sections 9 and 13 with regard to remarketing activity already carried out in
accordance with the terms of this Agreement shall continue and remain in full
force and effect.

                  SECTION 15. Remarketing Agents' Performance; Duty of Care;
Liability.

                  (a) The duties and obligations of each Remarketing Agent shall
be determined solely by the express provisions of this Agreement. No implied
covenants or obligations of or against the Remarketing Agents shall be read into
this Agreement. In the absence of bad faith on the part of the Remarketing
Agents, the Remarketing Agents may conclusively rely upon any document furnished
to them, which purports to conform to the requirements of this Agreement, as to
the truth of the statements expressed in any of such documents. The Remarketing
Agents shall be protected in acting upon any document or communication
reasonably believed by it to have been signed, presented or made by the proper
party or parties. Each Remarketing Agent shall incur no liability to any of
Williams, the Share Trust, the Issuer, the Indenture Trustee or the purchasers
of Shares in its individual capacity or as Remarketing Agent for any action or
failure to act in connection with a remarketing or otherwise, except as a result
of gross negligence, willful misconduct or willful breach of this Agreement on
its part.

                  (b) Each Remarketing Agent may consult with counsel,
accountants and other skilled Persons to be selected and employed by it, and it
shall not be liable for anything done, suffered or omitted in good faith by it
in accordance with the advice or opinion of any such counsel, accountants or
other skilled Persons. Each Remarketing Agent shall not be required to take any
action under this Agreement if such Remarketing Agent shall reasonably determine
or shall have been advised by counsel that such action is contrary to the terms
of this Agreement or is otherwise contrary to Applicable Law. Each Remarketing
Agent shall incur no liability if, by reason of any provision of any future
Applicable Law, such Remarketing Agent shall be prevented or forbidden from
doing or performing any act or thing which the terms of this Agreement provide
shall or may be done or performed by it.

                  (c) Except as otherwise provided in Section 13, each
Remarketing Agent shall be under no obligation to appear in, prosecute or defend
any action or take, suffer or omit from taking any action under this Agreement
which in its opinion may require it to incur any out-of-pocket expense or any
liability, unless it shall be furnished with security and indemnity reasonably
satisfactory to it against such expense or liability as it may require, and any
reasonable out-of-pocket cost of such Remarketing Agent as a result of such
actions shall be paid by Williams.



                                      -33-
<PAGE>   36

                  (d) The parties hereto acknowledge that any sale of the Shares
pursuant to this Agreement and the Distribution Agreement may be at prices and
on terms less favorable to Williams than those obtainable in a public or private
offering by Williams under different circumstances. Subject to Sections 2(b)(ii)
and 2(b)(iii), the Remarketing Agents shall incur no liability as a result of
the sale of the Shares, including any Partial Remarketing, made in accordance
with this Agreement and the Distribution Agreement. Williams, the Share Trust,
the Issuer and the Indenture Trustee each hereby waives any claims against the
Remarketing Agents arising by reason of the fact that the price at which any
Shares may have been sold was less than the price that might have been obtained
at a sale thereof by Williams, the Share Trust, the Issuer, the Indenture
Trustee or any third party in different circumstances or was less than the Share
Trust Amount, even if the Remarketing Agents accept the first offer received and
do not offer the Shares to more than one offeree.

                  SECTION 16. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

                  SECTION 17. Term of Agreement. Unless otherwise terminated in
accordance with the provisions hereof, this Agreement shall remain in full force
and effect until one year and one day after the earliest to occur of the
following events: (i) the Shares shall have been successfully remarketed on the
Reset Date, provided that a Partial Remarketing has not occurred, (ii) Williams
shall have delivered an amount equal to the Share Trust Amount to the Indenture
Trustee in accordance with Section 8(g) or (iii) the Share Trust Amount shall be
zero; provided, that the obligations of the parties hereto shall continue to be
effective or shall be automatically reinstated, as the case may be, if and to
the extent that any payment by or on behalf of the Issuers in respect of the
Senior Notes is rescinded or must be otherwise restored by any Noteholder, not
later than one year and one day after the payment in full of the Senior Notes,
as a result of any proceedings in bankruptcy or reorganization relating to the
Issuers, WCL or WCG. Regardless of any termination of this Agreement pursuant to
any of the provisions hereof, (x) the obligations of Williams pursuant to
Sections 9 and 13 with regard to remarketing activity already carried out in
accordance with the terms of this Agreement shall continue and remain in full
force and effect and (y) the obligations of the Issuer pursuant to Section 27
shall continue and remain in full force and effect until the Reimbursement
Obligations shall have been paid in full. After the payment or redemption in
full of the Senior Notes, any proceeds with respect to the sale of the Shares
received by the Remarketing Agents (net of any amounts due and payable by
Williams pursuant to Sections 9 and 13) shall be paid promptly to Williams.

                  SECTION 18. Successors and Assigns. The rights and obligations
of Williams hereunder may not be assigned or delegated to any other Person
without the prior written consent of the Remarketing Agents. The rights and
obligations of the Remarketing Agents hereunder may not be assigned or delegated
to any other Person without the prior written consent of Williams, the Share
Trustee and the Indenture Trustee. This Agreement shall inure to the benefit of
and be binding upon the parties hereto and their respective successors and
permitted assigns and will not confer any benefit upon any other Person other
than Persons, if any, which are entitled to indemnity or contribution to the
extent provided in Section 13. The terms "successors" and "assigns" shall not
include any purchaser of any Shares merely because of such purchase.



                                      -34-
<PAGE>   37


                  SECTION 19. Headings. Section headings have been inserted in
this Agreement as a matter of convenience of reference only, and it is agreed
that such section headings are not a part of this Agreement and will not be used
in the interpretation of any provisions of this Agreement.

                  SECTION 20. Severability. If any provision of this Agreement
shall be held or deemed to be or shall, in fact, be invalid, inoperative or
unenforceable as applied in any particular case in any or all jurisdictions
because it conflicts with any provision of any constitution, statute, rule or
public policy or for any other reason, such circumstances shall not have the
effect of rendering the provision in question invalid, inoperative or
unenforceable in any other case, circumstance or jurisdiction or of rendering
any other provision or provisions of this Agreement invalid, inoperative or
unenforceable to any extent whatsoever.

                  SECTION 21. Remarketing Agents Not Acting as Underwriter.

                  (a) It is expressly understood and agreed by all parties
hereto that each Remarketing Agent's only obligations hereunder are as set forth
in Sections 2(b), 6(h), 6 (last paragraph), 7(a)(ii), 7(b)(ii), 8, 10, 12, 13
and 15 of this Agreement. When engaged in remarketing any Shares, each
Remarketing Agent shall act only as agent for and on behalf of the Share Trust.
Each Remarketing Agent shall not act as underwriter for the Shares (except if
and to the extent otherwise agreed in the Distribution Agreement or the New
Series Distribution Agreement) and shall in no way be obligated to advance or
use its own funds to purchase any Shares (except for those Shares it shall, in
its sole discretion, elect to purchase in its individual capacity in accordance
with Section 11 or to the extent otherwise agreed in the Distribution Agreement
or the New Series Distribution Agreement) or to otherwise expend or risk its own
funds or incur or become exposed to financial liability in the performance of
its duties hereunder.

                  (b) It is expressly understood and agreed by all parties
hereto that the obligation of the Remarketing Agents with respect to the New
Series are limited to those set forth in Sections 2(b)(i) and 7(a) and those
expressly set forth in the New Series Distribution Agreement. Each Remarketing
Agent shall not act as underwriter for the New Series (except if and to the
extent otherwise agreed in the New Series Distribution Agreement) and shall in
no way be obligated to advance or use its own funds to purchase any shares of
the New Series (except for those Shares it shall, in its sole discretion, elect
to purchase in its individual capacity in accordance with Section 11 or to the
extent otherwise agreed in the Distribution Agreement or the New Series
Distribution Agreement) or to otherwise expend or risk its own funds or incur or
become exposed to financial liability in the performance of its duties
hereunder.

                  (c) It is expressly understood and agreed by all parties
hereto that the obligation of the Remarketing Agents to remarket the Shares or
market the New Series is undertaken on a "best-efforts" basis only (except if
and to the extent otherwise agreed in the Distribution Agreement or the New
Series Distribution Agreement, respectively), and the Remarketing Agents shall
incur no liability to any Person in connection with a failure to remarket the
Shares or market the New Series in accordance with the provisions of this
Agreement.

                  SECTION 22. Amendments. This Agreement may be amended by any
instrument in writing signed by all of the parties hereto so long as this
Agreement as amended is




                                      -35-
<PAGE>   38

not inconsistent with the Share Trust Agreement or the Participation Agreement
or Section 7.01(s) and Article XII of the Indenture in effect as of the date of
any such amendment.

                  SECTION 23. Notices. Except as otherwise expressly provided
herein in any particular case, all notices, approvals, consents, requests and
other communications hereunder shall be in writing and shall, if addressed as
provided in the following sentence, be deemed to have been given (i) when
delivered by hand, (ii) one Business Day after being sent by a private
nationally or internationally recognized overnight courier service or (iii) when
sent by telecopy, if immediately after transmission the sender's facsimile
machine records in writing the correct answer back. Actual receipt at the
address of an addressee, regardless of whether in compliance with the foregoing,
is effective notice hereunder. Until otherwise so notified by the respective
parties, all notices, approvals, consents, requests and other communications
shall be addressed to the following addresses:

                  If to Williams, the Issuer, the Share Trust (or the Share
                  Trustee) or the Indenture Trustee:

                  To the respective addresses set forth for each such Person in
                  Section 7.2 of the Participation Agreement.

                  If to the Initial Remarketing Agent:

                  Credit Suisse First Boston Corporation
                  Eleven Madison Avenue
                  New York, NY 10010
                  Attention:  James Fields
                  Telecopier No.:  (212) 538-0885
                  Telephone No.:  (212) 538-2263

                  A duplicate copy of each notice, approval, consent, request or
other communication given hereunder by each of the parties hereto to any one of
the others shall also be given to all of the others. However, failure to give
notice to any party hereto shall not affect effectiveness of notice to parties
as to whom notice has been given in accordance with the first two sentences of
this Section 23. Each of the parties hereto may, by notice given hereunder,
designate any further or different addresses to which subsequent notices,
approvals, consents, requests or other communications shall be sent or persons
to whose attention the same shall be directed.

                  SECTION 24. Counterparts. This Agreement may be executed in
several counterparts, each of which shall be regarded as an original, and all of
which shall constitute one and the same document.

                  SECTION 25. Regarding the Indenture Trustee. The Indenture
Trustee shall be afforded all of the rights, powers, immunities and indemnities
set forth in the Indenture as if such rights, powers, immunities and indemnities
were specifically set forth herein.

                  SECTION 26. Limitation of Liability of Wilmington Trust
Company. It is expressly understood and agreed by the parties hereto with
respect to the Issuer and the Share




                                      -36-
<PAGE>   39

Trust (a) this Agreement is executed and delivered by Wilmington Trust Company,
not individually or personally but solely as trustee of the Issuer and the Share
Trust, in the exercise of the powers and authority conferred and vested in it
under the Issuer Trust Agreement and the Share Trust Agreement, (b) each of the
representations, undertakings and agreements herein made on the part of the
Issuer and the Share Trust is made and intended not as personal representations,
undertaking and agreements by Wilmington Trust Company but is made and intended
for the purpose of binding only the Issuer and the Share Trust and (c) under no
circumstances shall Wilmington Trust Company be personally liable for the
payment of any indebtedness or expenses of the Issuer and the Share Trust or be
liable for the breach or failure of any obligation, representation, warranty or
covenant made or undertaken by the Issuer or the Share Trust under this
Agreement or the other related documents; provided, however, this Section shall
not limit the liability expressly assumed by Wilmington Trust Company under this
Agreement, the Issuer Trust Agreement or the Share Trust Agreement,
respectively.

                  SECTION 27. Issuer's Reimbursement Obligation.

                  (a) In the event that (i) Williams exercises the Share Trust
Release Option at a time when the Share Trust Amount exceeds zero, (ii) all or
any portion of the Share Trust Amount is paid to the Indenture Trustee as a
result of (x) the sale of the New Series and/or the Shares or (y) a payment by
Williams following a Failed Remarketing or (iii) the Indenture Trustee draws
upon the Share Trust Reserve to make payments in respect of the Senior Notes at
any time in accordance with the Indenture, the Issuer shall reimburse Williams
for the amounts received by the Indenture Trustee pursuant to any of clauses (i)
through (iii) above, together with the reasonable costs and expenses incurred by
Williams in connection with such events (the "Share Trust Reimbursement
Obligations"). The Issuer hereby agrees that such Share Trust Reimbursement
Obligations shall be secured under the Indenture as provided therein. Williams
and the Issuer hereby agree that payment of such Share Trust Reimbursement
Obligations shall be made only after the payment in full of the Senior Notes,
and shall be made by the Indenture Trustee on behalf of the Issuer to Williams
in accordance with the priority set forth in Sections 5.05(c), (d) and (e) of
the Indenture. Williams hereby agrees that upon its receipt of payment in full
of the Reimbursement Obligations, it shall give notice to the Issuer and the
Indenture Trustee that the Reimbursement Obligations have been paid in full and
satisfied.

                  (b) Notwithstanding any other term of this Agreement, any
other Transaction Document or otherwise, the obligations of the Issuer under
this Agreement are senior secured limited recourse obligations of the Issuer,
payable solely from the Security for the Senior Notes, and, following
realization on the Security for the Senior Notes and application of the proceeds
thereof in accordance with the terms of the Indenture, neither Williams nor any
of the other parties to the Transaction Documents shall be entitled to take any
further action to recover any sums due but remaining unpaid hereunder or
thereunder, all claims in respect of which shall be extinguished. In particular,
neither Williams nor any other party to a Transaction Document shall be entitled
to petition or take any other action for the winding up or bankruptcy of either
the Issuer or the Co-Issuer or shall have any claim in respect of any assets of
either of the Issuers other than the Security for the Senior Notes. No recourse
shall be had for the payment of any amount owing in respect of the Share Trust
Reimbursement Obligations or any other obligations of the Issuer hereunder
against any trustee, trust officer, limited partner, general partner, holder of
a beneficial interest, officer, director, employee, shareholder or incorporator
of the Issuer, the Co-Issuer, the Noteholders, the Indenture Trustee, the
Initial Purchasers, their respective




                                      -37-
<PAGE>   40

Affiliates or any of their respective successors or assigns It is understood
that the foregoing provisions of this paragraph (b) shall not (i) prevent
recourse to the Security for the Senior Notes for the sums due or to become due
under any security, instrument or agreement which is part of the Security for
the Senior Notes or (ii) except as specifically provided therein, constitute a
waiver, release or discharge of any indebtedness or obligation secured by the
Indenture. It is further understood that the foregoing provisions of this
paragraph (b) shall not limit the right of any Person to name the Issuers as
party defendants in any Proceeding or in the exercise of any other remedy under
this Agreement or the Indenture, so long as no judgment in the nature of a
deficiency judgment or seeking personal liability shall be asked for or (if
obtained) enforced against any such Person.

                  SECTION 28. Cash Flow Default. Upon the occurrence of a Cash
Flow Default, Williams shall be obligated to cause the Williams Demand Loan held
in the Pledged Share Trust Reserve Account to be immediately paid in full to the
Indenture Trustee.

                            [signature pages follow]



                                      -38-
<PAGE>   41




                  IN WITNESS WHEREOF, each of Williams, the Share Trust, the
Issuer, the Indenture Trustee and the Initial Remarketing Agent has caused this
Agreement to be executed in its name and on its behalf by one of its duly
authorized officers as of the date first above written.


                                   THE WILLIAMS COMPANIES, INC.



                                   By  /s/  DEBORAH S. FLEMING
                                     ---------------------------------
                                     Name:  Deborah S. Fleming
                                     Title: Assistant Treasurer


                                   WILLIAMS SHARE TRUST

                                   By:  WILMINGTON TRUST COMPANY, not
                                   in its individual capacity but
                                   solely in its capacity as Share
                                   Trustee


                                   By  /s/  JAMES P. LAWLER
                                     ---------------------------------
                                     Name:  James P. Lawler
                                     Title: Vice President


                                   WCG NOTE TRUST


                                   By: WILMINGTON TRUST COMPANY, not
                                   in its individual capacity but
                                   solely in its capacity as Issuer
                                   Trustee


                                   By  /s/  JAMES P. LAWLER
                                     ---------------------------------
                                     Name:  James P. Lawler
                                     Title: Vice President


                                   UNITED STATES TRUST COMPANY OF NEW
                                   YORK, not in its individual
                                   capacity, but solely as Indenture
                                   Trustee


                                   By   /s/  LOUIS P. YOUNG
                                     ---------------------------------
                                     Name:   Louis P. Young
                                     Title:  Vice President


                                   CREDIT SUISSE FIRST BOSTON CORPORATION


                                   By   /s/  JAMES FIELDS
                                     ---------------------------------
                                     Name:   James Fields
                                     Title:  Managing Director



                                      -39-
<PAGE>   42





                                                                      Schedule I



                        Certain transactions described in
                                  Section 3(e)


Securities issued pursuant to the certificate of designation for the December
2000 Cumulative Convertible Preferred Stock ($1.00 par value) of The Williams
Companies, Inc., dated December 28, 2000.





<PAGE>   43


                                                                   Schedule II



                        Registration Rights described in
                                  Section 5(l)

None.



<PAGE>   44



                                                                    Schedule III


                       List of Eligible Remarketing Agents



Banc of America Securities LLC
Chase Securities Inc.
Credit Lyonnais Securities (USA) Inc.
Credit Suisse First Boston Corporation
Goldman, Sachs & Co.
Lehman Brothers Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Morgan Stanley & Co. Incorporated
Salomon Smith Barney Inc.
UBS Warburg LLC