EX-4.1





 Exhibit 4.1 

 
  

THE WILLIAMS COMPANIES, INC. 

And 
 THE BANK OF NEW YORK
MELLON TRUST COMPANY, N.A. 
 Trustee 
  

 
 FIFTH
SUPPLEMENTAL INDENTURE 
 Dated as of October 8, 2021 

To 
 INDENTURE 

Dated as of December 18, 2012 
  

 
 3.500% Senior
Notes due 2051 
  
  

 












 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
	 ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	  	 	1	 
			
	 Section 101
	 	Definitions; Rules of Construction	  	 	1	 
	 Section 102
	 	Relationship With Base Indenture	  	 	7	 
	 Section 103
	 	Effect of Headings and Table of Contents	  	 	8	 
	 Section 104
	 	Successors and Assigns	  	 	8	 
	 Section 105
	 	Separability Clause	  	 	8	 
	 Section 106
	 	Governing Law; Waiver of Trial by Jury	  	 	8	 
	 Section 107
	 	Counterparts	  	 	8	 
	 Section 108
	 	Submission to Jurisdiction	  	 	9	 
	 Section 109
	 	Foreign Account Tax Compliance Act (FATCA)	  	 	9	 
	 Section 110
	 	Certain Rights of the Trustee	  	 	9	 
	 Section 111
	 	Payments	  	 	9	 
		
	 ARTICLE TWO THE NOTES
	  	 	10	 
			
	 Section 201
	 	Establishment, Form and Dating	  	 	10	 
	 Section 202
	 	Registrar and Paying Agent	  	 	10	 
		
	 ARTICLE THREE LEGAL DEFEASANCE AND COVENANT DEFEASANCE
	  	 	11	 
		
	 ARTICLE FOUR EVENTS OF DEFAULT
	  	 	11	 
		
	 ARTICLE FIVE ADDITIONAL COVENANTS
	  	 	12	 
			
	 Section 501
	 	Limitation on Liens	  	 	12	 
		
	 ARTICLE SIX REDEMPTION OF NOTES
	  	 	12	 
			
	 Section 601
	 	Optional Redemption	  	 	12	 
	 Section 602
	 	Election to Redeem; Notice to the Trustee	  	 	13	 

  

			
	EXHIBIT A	  	FORM OF NOTE


  
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 Exhibit 4.1 

This FIFTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 8, 2021, between THE WILLIAMS
COMPANIES, INC., a Delaware corporation (the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, duly organized and validly existing under the laws of the United States of America, as
trustee (the “Trustee”). 
 The Company has heretofore executed and delivered to the Trustee an Indenture, dated as of
December 18, 2012 (the “Base Indenture” and, as supplemented by this Supplemental Indenture, the “Indenture”), between the Company and the Trustee, providing for the issuance from time to time of one or more
series of Securities. 
 The Company has duly authorized the execution and delivery of this Supplemental Indenture to provide for the
issuance of its 3.500% Senior Notes due 2051 (the “Notes”), and the Company and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the Notes. 

The Company desires and has requested the Trustee to join with it in the execution and delivery of this Supplemental Indenture in order to
supplement the Base Indenture and to add covenants to, remove covenants from and replace Events of Default in, the Base Indenture with respect to the Notes as and to the extent set forth herein to provide for the issuance and the terms of the Notes.

 All things necessary to make this Supplemental Indenture a valid and legally binding agreement of the Company, in accordance with its
terms, have been done. 
 NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH: 

For and in consideration of the premises and the purchase of the Notes by the Holders thereof, it is mutually covenanted and agreed, for the
equal and proportionate benefit of all Holders of the Notes as follows: 
 ARTICLE ONE 

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 

Section 101 Definitions; Rules of Construction. 

Except as otherwise expressly provided in or pursuant to this Supplemental Indenture or unless the context otherwise requires, for all purposes
of this Supplemental Indenture: 
 (1) the terms defined in this Article have the meanings assigned to them in this Article, and include the
plural as well as the singular; 
 (2) all other terms used herein which are defined in the Trust Indenture Act, either directly or by
reference therein, have the meanings assigned to them therein; 

  
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 (3) all accounting terms not otherwise defined herein have the meanings assigned to them in
accordance with generally accepted accounting principles and, except as otherwise herein expressly provided, the terms “generally accepted accounting principles” or “GAAP” with respect to any computation required or permitted
hereunder shall mean such accounting principles as are generally accepted at the date of such computation; 
 (4) the words
“herein,” “hereof,” “hereto” and “hereunder” and other words of similar import refer to this Supplemental Indenture as a whole and not to any particular Article, Section or other subdivision; 

(5) the word “or” is always used inclusively (for example, the phrase “A or B” means “A or B or both,” not
“either A or B but not both”); 
 (6) provisions apply to successive events and transactions; 

(7) any reference to gender includes the masculine, feminine and the neuter, as the case may be; 

(8) references to agreements and other instruments include subsequent amendments thereto and restatements thereof; 

(9) “including” means “including without limitation”; 

(10) all exhibits are incorporated by reference herein and expressly made a part of this Supplemental Indenture; and 

(11) all references to articles, sections and exhibits (and subparts thereof) are to articles, sections and exhibits (and subparts thereof) of
this Supplemental Indenture. 
 Certain terms used principally in certain Articles hereof are defined in those Articles. Capitalized terms
used but not defined in this Supplemental Indenture shall have the meaning ascribed to them in the Base Indenture. 
 “Additional
Notes” means any additional Notes issued under the Indenture as part of the same series as the Notes. 
 “Adjusted Treasury
Rate” means, with respect to any Redemption Date, the rate per annum equal to the semi-annual equivalent yield to maturity of the applicable Comparable Treasury Issue, assuming a price for such Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the related applicable Comparable Treasury Price for that Redemption Date. 
 “Base
Indenture” has the meaning assigned to it in the recitals hereto. 
 “Business Entity” has the meaning assigned to
it in the definition of “Non-Recourse Subsidiary” in this Section 101. 

  
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 “Comparable Treasury Issue” means the U.S. Treasury security selected by
the Quotation Agent as having an actual or interpolated maturity comparable to the remaining term of the Notes to be redeemed, calculated as if the maturity date of the notes were the Par Call Date (the “Remaining Life”), that would be
utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the Remaining Life of the Notes. 

“Comparable Treasury Price” means, with respect to any Redemption Date: 

(1) the average of the Reference Treasury Dealer Quotations for that Redemption Date, after excluding the highest and lowest of the Reference
Treasury Dealer Quotations, or 
 (2) if the Quotation Agent obtains fewer than three Reference Treasury Dealer Quotations, the average of
all Reference Treasury Dealer Quotations so received. 
 “Consolidated Net Tangible Assets” means at any date of
determination, the total amount of assets of the Company and its Subsidiaries after deducting therefrom: 
 (1) all current liabilities
(excluding (A) any current liabilities that by their terms are extendable or renewable at the option of the obligor thereon to a time more than 12 months after the time as of which the amount thereof is being computed, and (B) current
maturities of long-term debt); and 
 (2) the value (net of any applicable reserves) of all goodwill, trade names, trademarks, patents and
other like intangible assets, 
 all as set forth, or on a pro forma basis would be set forth, on the consolidated balance sheet of the Company for the
Company’s most recently completed fiscal quarter, prepared in accordance with GAAP. 
 “Domestic Subsidiary” means any
Subsidiary of the Company that is incorporated or organized under the laws of the United States of America, any state thereof or the District of Columbia. 

“Global Note” means a certificated Note deposited with or on behalf of and registered in the name of the Depositary or its
nominee, substantially in the form of Exhibit A hereto and that bears the Global Security Legend and that has the “Schedule of Adjustments” attached thereto. As of the date of this Supplemental Indenture all of the Notes are represented by
Global Notes. 
 “Global Security Legend” means the legend set forth in Section 203 of the Base Indenture and any
other legend required by the Depositary. 
 “Indebtedness” means, with respect to any specified Person, any obligation
created or assumed by such Person, whether or not contingent, for the repayment of money borrowed from others or any guarantee thereof. 

  
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 “Indenture” means the Base Indenture, as supplemented by this Supplemental
Indenture, and as may be amended or further supplemented from time to time, pursuant to the applicable provisions of the Base Indenture and this Supplemental Indenture. 

“Initial Notes” means the first $650,000,000 aggregate principal amount of the Notes issued under the Indenture on the date
hereof. 
 “International Subsidiary” means each Subsidiary of the Company other than a Domestic Subsidiary. 

“Lien” means any mortgage, pledge, lien, security interest or other similar encumbrance. 

“Non-Recourse Indebtedness” means any Indebtedness incurred by any Joint Venture or Non-Recourse Subsidiary which does not provide for recourse against the Company or any of its Subsidiaries (other than a Non-Recourse Subsidiary) or any property or assets of
the Company or any of its Subsidiaries (other than the Capital Stock or the properties or assets of a Joint Venture or Non-Recourse Subsidiary). 

“Non-Recourse Subsidiary” means any Subsidiary of the Company (1) whose
principal purpose is to incur Non-Recourse Indebtedness and/or construct, lease, own or operate the assets financed thereby, or to become a direct or indirect partner, member or other equity participant or
owner in a partnership, limited partnership, limited liability partnership, corporation (including a business trust), limited liability company, unlimited liability company, joint stock company, trust, unincorporated association or joint venture
created for such purpose (collectively, a “Business Entity”), (2) who is not an obligor or otherwise bound with respect to any Indebtedness other than Non-Recourse Indebtedness,
(3) substantially all the assets of which Subsidiary or Business Entity are limited to (x) those assets being financed (or to be financed), or the operation of which is being financed (or to be financed), in whole or in part by Non-Recourse Indebtedness, or (y) Capital Stock in, or Indebtedness or other obligations of, one or more other Non-Recourse Subsidiaries or Business Entities, and
(4) any Subsidiary of a Non-Recourse Subsidiary; provided that such Subsidiary shall be considered to be a Non-Recourse Subsidiary only to the extent that
and for so long as each of the above requirements are met. 
 “Notes” has the meaning assigned to it in the preamble to
this Supplemental Indenture. For purposes of the Indenture, all references to the notes to be issued or authenticated upon transfer or replacement of or in exchange for Notes shall be deemed to refer to Notes. In addition, unless the context
otherwise requires, all references to the “Notes” shall include the Initial Notes and any Additional Notes. 
 “Par Call
Date” means April 15, 2051. 
 “Permitted International Debt” means Indebtedness of any International
Subsidiary for which neither the Company nor any Domestic Subsidiary, directly or indirectly, provides any guarantee or other credit support and which is secured, if at all, only by pledges of or Liens on assets (i) held by an International
Subsidiary on the date of this Supplemental Indenture, (ii) acquired by an International Subsidiary from a Person not constituting an Affiliate of the Company or (iii) acquired by an International Subsidiary from the Company, any Domestic


  
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Subsidiary or other Affiliate of the Company on terms that, in the good faith judgment of the Company’s Board of Directors, are no less favorable to the Company or the relevant Domestic
Subsidiary or other Affiliate of the Company than those that would have been obtained in a comparable transaction by the Company or such Domestic Subsidiary or other Affiliate of the Company with an unrelated Person or, if in the good faith judgment
of the Company’s Board of Directors, no comparable transaction is available with which to compare such transaction, such transaction is otherwise fair to the Company or the relevant Domestic Subsidiary or other Affiliate of the Company from a
financial point of view. 
 “Permitted Liens” means: 

(1) any Lien existing on any property at the time of the acquisition thereof and not created in contemplation of such acquisition by the
Company or any of its Subsidiaries, whether or not assumed by the Company or any of its Subsidiaries; 
 (2) any Lien existing on any
property of a Subsidiary of the Company at the time it becomes a Subsidiary of the Company and not created in contemplation thereof and any Lien existing on any property of any Person at the time such Person is merged or liquidated into or
consolidated with the Company or any Subsidiary thereof and not created in contemplation thereof; 
 (3) purchase money and analogous Liens
incurred in connection with the acquisition, development, construction, improvement, repair, or replacement of property (including such Liens securing Indebtedness incurred within 12 months of the date on which such property was acquired, developed,
constructed, improved, repaired or replaced); provided that all such Liens attach only to the property acquired, developed, constructed, improved, repaired or replaced and the principal amount of the Indebtedness secured by such Lien shall
not exceed the gross cost of the property; 
 (4) any Liens created or assumed to secure Indebtedness of the Company or any Subsidiary of the
Company maturing within 12 months of the date of creation thereof and not renewable or extendible by the terms thereof at the option of the obligor beyond such 12 months; 

(5) Liens on accounts receivable and related proceeds thereof arising in connection with a receivables financing and any Lien held by the
purchaser of receivables derived from property or assets sold by the Company or any Subsidiary thereof and securing such receivables resulting from the exercise of any rights arising out of defaults on such receivables; 

(6) leases constituting Liens existing on or after the date hereof and any renewals or extensions thereof; 

(7) any Lien securing industrial development, pollution control or similar revenue bonds; 

(8) Liens existing on the date hereof; 

(9) Liens in favor of the Company or any of its Subsidiaries; 

  
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 (10) Liens securing Indebtedness incurred to refund, extend, refinance or otherwise replace
Indebtedness (“Refinanced Indebtedness”) secured by a Lien permitted to be incurred under the Indenture; provided that the principal amount of such Refinanced Indebtedness does not exceed the principal amount of Indebtedness
refinanced (plus the amount of penalties, premiums, fees, accrued interest and reasonable expenses incurred therewith) at the time of refinancing; 

(11) Liens on any assets or properties, or pledges of the Capital Stock, of (a) any Joint Venture owned by the Company or any of its
Subsidiaries or (b) any Non-Recourse Subsidiary, in each case only to the extent securing Non-Recourse Indebtedness of such Joint Venture or Non-Recourse Subsidiary; 
 (12) Liens on the products and proceeds (including insurance, condemnation and
eminent domain proceeds) of and accessions to, and contract or other rights (including rights under insurance policies and product warranties) derivative of or relating to, property permitted by the Indenture to be subject to Liens but subject to
the same restrictions and limitations set forth in the Indenture as to Liens on such property (including the requirement that such Liens on products, proceeds, accessions, and rights secure only obligations that such property is permitted to
secure); 
 (13) any Liens securing Indebtedness neither assumed nor guaranteed by the Company or a Subsidiary of the Company nor on which
the Company or a Subsidiary of the Company customarily pays interest, existing upon real estate or rights in or relating to real estate (including rights-of-way and
easements) acquired by the Company or such Subsidiary, which mortgage Liens do not materially impair the use of such property for the purposes for which it is held by the Company or such Subsidiary; 

(14) any Lien existing or hereafter created on any office equipment, data processing equipment (including computer and computer peripheral
equipment), or transportation equipment (including motor vehicles, aircraft, and marine vessels); 
 (15) undetermined Liens and charges
incidental to construction or maintenance; 
 (16) any Lien created or assumed by the Company or a Subsidiary of the Company on oil, gas,
coal, or other mineral or timber property owned by the Company or a Subsidiary of the Company; 
 (17) any Lien created by the Company or a
Subsidiary of the Company on any contract (or any rights thereunder or proceeds therefrom) providing for advances by the Company or such Subsidiary to finance gas exploration and development, which Lien is created to secure Indebtedness incurred to
finance such advances; 
 (18) any Lien granted in connection with a cash collateralization or similar arrangement to secure obligations of
the Company or of any of the Company’s Subsidiaries to issuing banks in connection with letters of credits issued at the request of the Company or any Subsidiary of the Company; 

  
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 (19) Liens on cash deposits in the nature of a right of setoff, banker’s lien,
counterclaim or netting of cash amounts owed arising in the ordinary course of business on deposit accounts; 
 (20) Liens securing Permitted
International Debt; 
 (21) Liens not otherwise permitted so long as the aggregate outstanding principal amount of the Indebtedness secured
thereby does not exceed $10,000,000 at any time; and 
 (22) Liens occurring in, arising from, or associated with Specified Escrow
Arrangements. 
 “Primary Treasury Dealer” has the meaning assigned to it in the definition of “Reference Treasury
Dealers” in this Section 101. 
 “Prospectus Supplement” means the final prospectus supplement dated
October 5, 2021 relating to the offering of the Initial Notes. 
 “Quotation Agent” means the Reference Treasury
Dealer appointed as such agent by the Company. 
 “Reference Treasury Dealer Quotations” means, with respect to any
Reference Treasury Dealer and any Redemption Date, the average, as determined by the Quotation Agent, of the bid and asked prices for the applicable Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in
writing to the Quotation Agent by that Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding that Redemption Date. 

“Reference Treasury Dealers” means (1) Barclays Capital Inc. and Wells Fargo Securities, LLC, and each of their
respective affiliates or successors, and two primary U.S. Government securities dealer in the United States (a “Primary Treasury Dealer”) selected by each of SMBC Nikko Securities America, Inc. and Truist Securities, Inc., and each of
their respective affiliates or successors, unless any of such entities ceases to be a Primary Treasury Dealer, in which case the Company shall substitute therefor another Primary Treasury Dealer; and (2) any two other Primary Treasury Dealers
selected by the Company. 
 “Refinanced Indebtedness” has the meaning assigned to it in the definition of “Permitted
Liens” in this Section 101. 
 “Specified Escrow Arrangements” means cash deposits at one or more financial
institutions for the purpose of funding any potential shortfall in the daily net cash position of the Company or any of its Subsidiaries. 

“Stated Maturity” means October 15, 2051. 

“Supplemental Indenture” has the meaning assigned to it in the preamble hereto. 

  
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 Section 102 Relationship With Base Indenture 

The terms and provisions contained in the Base Indenture shall constitute, and are hereby expressly made, a part of this Supplemental Indenture
and the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of the Base Indenture conflicts with the
express provisions of this Supplemental Indenture, the provisions of this Supplemental Indenture shall govern and be controlling. 
 The
Trustee accepts the amendment of the Base Indenture effected by this Supplemental Indenture and agrees to execute the trust created by the Base Indenture as hereby amended, but only upon the terms and conditions set forth in the Base Indenture,
including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee in the performance of the trust created by the Base Indenture, and without limiting the generality of the foregoing, the Trustee shall not
be responsible in any manner whatsoever for or with respect to any of the recitals or statements contained herein, all of which recitals or statements are made solely by the Company, or for or with respect to (1) the validity or sufficiency of
this Supplemental Indenture or any of the terms or provisions hereof, (2) the proper authorization hereof by the Company, (3) the due execution hereof by the Company or (4) the consequences (direct or indirect and whether deliberate
or inadvertent) of any amendment herein provided for, and the Trustee makes no representation with respect to any such matters. 
 Section 103 Effect
of Headings and Table of Contents. 
 The Article and Section headings in this Supplemental Indenture and the Table of Contents herein are
for convenience only and shall not affect the construction hereof. 
 Section 104 Successors and Assigns. 

All covenants and agreements in this Supplemental Indenture by the Company shall bind its successors and assigns, whether so expressed or not.

 Section 105 Separability Clause. 
 In
case any provision in this Supplemental Indenture or the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 

Section 106 Governing Law; Waiver of Trial by Jury. 

This Supplemental Indenture and the Notes shall be governed by and construed in accordance with the laws of the State of New York applicable to
agreements made or instruments entered into and, in each case, performed in said state. Each of the Company, the Trustee and Holders by purchase of their Notes hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all
right to trial by jury in any legal proceeding arising out of or relating to this Supplemental Indenture, the Notes or the transactions contemplated hereby. 

  
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 Section 107 Counterparts. 

This Supplemental Indenture may be executed in several counterparts, each of which shall be an original and all of which shall constitute but
one and the same instrument. 
 Section 108 Submission to Jurisdiction. 

The Company hereby irrevocably submits to the jurisdiction of any New York State court sitting in the Borough of Manhattan in the City of New
York or any federal court sitting in the Borough of Manhattan in the City of New York in respect of any suit, action or proceeding arising out of or relating to this Indenture and the Notes, and irrevocably accepts for itself and in respect of its
property, generally and unconditionally, jurisdiction of the aforesaid courts. 
 Section 109 Foreign Account Tax Compliance Act (FATCA). 

In order to comply with applicable tax laws, rules and regulations (inclusive of directives, guidelines and interpretations promulgated by
competent authorities) in effect from time to time (“Applicable Law”), the Company agrees (i) to provide to The Bank of New York Mellon Trust Company, N.A. sufficient information about holders or other applicable parties and/or
transactions (including any modification to the terms of such transactions) so The Bank of New York Mellon Trust Company, N.A. can determine whether it has tax related obligations under Applicable Law, (ii) that The Bank of New York Mellon
Trust Company, N.A. shall be entitled to make any withholding or deduction from payments under the Indenture to the extent necessary to comply with Applicable Law for which The Bank of New York Mellon Trust Company, N.A. shall not have any
liability, and (iii) to hold harmless The Bank of New York Mellon Trust Company, N.A. for any losses it may suffer due to the actions it takes to comply with such Applicable Law. The terms of this section shall survive the termination of this
Indenture. 
 Section 110 Certain Rights of the Trustee. 

(1) The Trustee shall not be deemed to have notice of any default or Event of Default unless written notice of any event which is in fact such
a default is received by a Responsible Officer, and such notice references the Securities and the Indenture. 
 (2) The Trustee shall not be
liable for any error of judgement made in good faith by a Responsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts. 

Section 111 Payments. 
 Notwithstanding any
other provision in this Indenture or the Notes, in the event the Company elects to make any payment to the Trustee pursuant to this Indenture by means of automated clearinghouse transfer, such payment must be initiated by the Company a sufficient
amount of time in advance such that funds are received by the Trustee that are immediately available by 11 am New York time on the applicable payment date, or if such payment date is not a Business Day, the Business Day immediately prior to the
applicable payment date. 

  
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 ARTICLE TWO 

THE NOTES 
 Section 201 Establishment, Form
and Dating. 
 There is hereby established a new series of Securities to be issued under the Base Indenture, to be designated as the
Company’s 3.500% Senior Notes due 2051. 
 There are to be authenticated and delivered $650,000,000 principal amount of the Notes, and
the principal amount of the Notes may be increased from time to time pursuant to Section 301 of the Base Indenture by the issuance of Additional Notes. Any such Additional Notes will have the same interest rate, maturity and other terms as the
Initial Notes, except for their issue date, public offering price and, if applicable, the initial interest accrual date and the initial Interest Payment Date, and shall constitute a single series of Securities with the Initial Notes. No Notes shall
be authenticated and delivered in addition to Notes for the principal amount as so increased except as provided by Sections 304, 305, 306, 906 or 1107 of the Base Indenture. The Notes shall be senior debt securities and shall be issued in fully
registered form. 
 The Notes and the Trustee’s certificate of authentication with respect thereto will be substantially in the form of
Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note will be dated the date of its authentication, and except as provided in Section 305 of the Base Indenture, will be
issued in the form of one or more Global Notes. The principal of, and any premium or interest on, the Notes shall be payable in Dollars. The Notes shall be in denominations of $2,000 and integral multiples of $1,000 in excess thereof. 

The terms and provisions contained in the Notes will constitute, and are hereby expressly made, a part of the Indenture and the Company and
the Trustee, by their execution and delivery of the Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the
provisions of the Indenture shall govern and be controlling. 
 Section 202 Registrar and Paying Agent. 

The Company will maintain a Registrar and Paying Agent with respect to the Notes. The Registrar will keep a Security Register with respect to
the Notes and of their transfer and exchange. 
 The Company initially appoints The Depository Trust Company to act as Depositary with
respect to the Global Notes. 
 The Company initially appoints the Trustee to act as the Registrar and Paying Agent with respect to the
Notes and to act as custodian for the Depositary with respect to the Global Notes. 
 Section 203 Execution, Authentication, Delivery
and Dating. 

  
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 For purposes of the Notes (but not any other Securities, unless provided by the terms
thereof), the first, second and sixth paragraphs of Section 303 of the Base Indenture are hereby amended and restated in their entirety, respectively, to read as follows: 

“Securities shall be executed on behalf of the Company by any Officer of the Company. The signature of any such Officer on the Securities
may be manual, facsimile or electronic.” 
 “Securities bearing the manual, facsimile or electronic signatures of individuals who
were at any time the proper Officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such
offices at the date of such Securities.” 
 “No Security shall be entitled to any benefit under this Indenture or be valid or
obligatory for any purpose, unless there appears on such Security a certificate of authentication substantially in the form provided for in Section 202 or Section 612 executed by or on behalf of the Trustee or by the Authenticating Agent
by the manual, facsimile or electronic signature of one of its authorized signatories. Such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered
hereunder.” 
 ARTICLE THREE 

LEGAL DEFEASANCE AND COVENANT DEFEASANCE 

Legal defeasance of the Notes under clause (2) of Section 402 of the Base Indenture and covenant defeasance of the Notes under
clause (3) of Section 402 of the Base Indenture shall be applicable to the Notes, and the Company may at its option by Board Resolution, at any time, with respect to the Notes, elect to have Section 402(2) or Section 402(3) of
the Base Indenture be applied to the Outstanding Notes upon compliance with the conditions set forth in Section 402 of the Base Indenture. In addition to Section 801 of the Base Indenture, Section 501 of this Supplemental Indenture
shall be subject to covenant defeasance under Section 402(3) of the Base Indenture. 
 ARTICLE FOUR 

EVENTS OF DEFAULT 
 For purposes
of the Notes (but not any other Securities, unless provided by the terms thereof), paragraph (4) of Section 501 of the Base Indenture is hereby amended and restated in its entirety to read as follows: 

“(4) failure on the part of the Company duly to observe or perform any other of the covenants or agreements (other than those described in clause (1),
(2) or (3) above) on the part of the Company with respect to that series contained in such Securities or otherwise established with respect to that series of Securities pursuant to Section 301 hereof or contained in this Indenture (other
than a covenant or agreement which has been expressly included in this Indenture solely for the benefit of one or more series of Securities other than such series), which failure continues 

  
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for a period of 60 days, or in the case of such a failure with respect to Section 704 of this Indenture, 90 days, after the date on which written notice of such failure, requiring the same
to be remedied and stating that such notice is a “Notice of Default” shall have been given to the Company by the Trustee, upon direction of Holders of at least 25% in principal amount of the then Outstanding Securities of that series;
provided, however, that if such failure is not capable of cure within such 60-day or 90-day period, as the case may be, such
60-day or 90-day period, as the case may be, shall be automatically extended by an additional 60 days so long as (i) such failure is subject to cure, and
(ii) the Company is using commercially reasonable efforts to cure such failure; and provided, further, that a failure to comply with any such other agreement in the Indenture that results from a change in GAAP shall not be deemed
to be an Event of Default with respect to the Securities of that series;” 
 ARTICLE FIVE 

ADDITIONAL COVENANTS 
 The Notes
shall be subject to the following covenants in addition to the provisions of Article Ten of the Base Indenture (provided that Section 1004 of the Base Indenture shall not be applicable to the Notes): 

Section 501 Limitation on Liens. 
 The
Company shall not, and shall not permit any Subsidiary of the Company to, issue, assume, or guarantee any Indebtedness secured by a Lien, other than Permitted Liens, upon any property of the Company or any of its Subsidiaries, owned on the date of
this Supplemental Indenture or thereafter acquired, unless the Notes are equally and ratably secured with such Indebtedness until such time as such Indebtedness is no longer secured by such a Lien. 

Notwithstanding the preceding paragraph, the Company may, and may permit any Subsidiary of the Company to, issue, assume or guarantee any
Indebtedness secured by a Lien, other than a Permitted Lien, upon any property of the Company or any of its Subsidiaries, without securing the Notes; provided that the aggregate principal amount of all Indebtedness of the Company and any
Subsidiary of the Company then outstanding secured by any such Liens (other than Permitted Liens) does not exceed 15% of Consolidated Net Tangible Assets. 

ARTICLE SIX 
 REDEMPTION OF NOTES

 Section 601 Optional Redemption. 
 The
Notes may be redeemed, in whole or in part, at the option of the Company pursuant to the terms set forth in the first and second paragraphs of Section 2 of the Notes and Section 602 hereof. In the case of a redemption pursuant to the first
paragraph of Section 2 of the Notes, the Company shall give the Trustee notice of the Redemption Price promptly after the determination thereof and the Trustee shall have no responsibility for determining such Redemption Price. Other than as
specifically provided in this Article Six or Section 2 of the Notes, any redemption 

  
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pursuant to this Article Six will be made pursuant to the provisions of Article Eleven of the Base Indenture. 

Section 602 Election to Redeem; Notice to the Trustee. 

The election of the Company to optionally redeem any Notes shall be evidenced by or pursuant to a Board Resolution. In case of any redemption
of the Notes, the Company shall no later than 9:00 a.m., New York City time, on the fifth Business Day prior to the date of the giving of notice of such redemption pursuant to the Notes (unless a shorter notice shall be satisfactory to the Trustee),
notify the Trustee of such Redemption Date and of the principal amount of the Notes to be redeemed. This Section 602 shall apply to the Notes instead of Section 1102 of the Base Indenture. 

[Remainder of page intentionally left blank] 
  

  
 13 













 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed as of the day and year first above written. 
  

			
	THE WILLIAMS COMPANIES, INC.
		
	By:	 	/s/ Peter S. Burgess
	Name:	 	Peter S. Burgess
	Title:	 	VP Treasury & Insurance and Treasurer


 Supplemental Indenture 












 
			
	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
		
	By:	 	/s/ Ann Dolezal
	Name:	 	Ann Dolezal
	Title:	 	Vice President


 Supplemental Indenture 
  












 EXHIBIT A 

[Face of the Note] 
  

CUSIP: 88339W AA4 
 ISIN:
US88339WAA45 
 3.500% Senior Note due 2051 
  

					
	 No. ___
	  	$	____________	 

 THE WILLIAMS COMPANIES, INC. 

promises to pay to [CEDE & Co.]1 or registered assigns, 

the principal sum of ______________________________________________ DOLLARS [or such greater or lesser amount as is indicated on the Schedule of Adjustments
attached hereto] 2 on October 15, 2051 (the “Stated Maturity”). 

Interest Payment Dates: April 15 and October 15 

Regular Record Dates: April 1 and October 1 (whether or not a Business Day) 

Dated: _______________ 
  

			
	THE WILLIAMS COMPANIES, INC.
		
	By:	 	              

		 	Name:
		 	Title:


  

	1 	 Insert in Global Notes only 



	2 	 Insert in Global Notes only 



  
 A-1 














			
	This is one of the Notes referred to
	in the within-mentioned Indenture:
	
	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
	as Trustee
		
	By:	 	              

		 	Authorized Signatory


  
 A-2 













 [THIS DEBT SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS DEBT SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH
TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY DEBT SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS DEBT SECURITY SHALL BE A GLOBAL
SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES. 
 UNLESS THIS GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE WILLIAMS COMPANIES, INC. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNED HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]3 

 

	3 	 Insert in Global Notes only. 



  
 A-3 













 [Reverse of the Note] 

THE WILLIAMS COMPANIES, INC. 

3.500% Senior Note due 2051 
 1.
GENERAL 
 This Note is one of a duly authorized issue of Securities (the “Securities”) of The Williams Companies, Inc.
(the “Company,” which term includes any successor Person under the Base Indenture hereinafter referred to), issued and issuable in one or more series under an Indenture, dated as of December 18, 2012, (the “Base
Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee,” which term includes any successor trustee under the Base Indenture), to which Base Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitation of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities issued thereunder and of the
terms upon which said Securities are, and are to be, authenticated and delivered. This Note is one of the series designated on the face hereof as 3.500% Senior Notes due 2051 (the “Notes”) which was issued under the Fifth
Supplemental Indenture to the Base Indenture dated as of October 8, 2021 (the “Supplemental Indenture”, together with the Base Indenture, the “Indenture”) and which is initially limited to $650,000,000 in
principal amount. Capitalized terms used herein for which no definition is provided herein shall have the meanings set forth in the Indenture. 

The Company promises to pay interest on the principal amount of this Note at the rate of 3.500% per annum from [Insert for Initial Notes
– “October 8, 2021”] until the Stated Maturity, unless earlier repurchased, redeemed or otherwise cancelled. The Company will pay interest semiannually on April 15 and October 15 of each year (each an “Interest
Payment Date”). Interest on the Notes will accrue from the most recent Interest Payment Date on which interest has been paid or duly provided for or, if no interest has been paid or duly provided for, from [Insert for Initial Notes
“October 8, 2021”]; provided that if there is no existing default in the payment of interest, and if this Note is authenticated between a regular record date set forth on the face hereof (each a “Regular Record
Date”) and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided, further, that the first Interest Payment Date shall be [Insert for Initial Notes
“April 15, 2022”] and interest accrued from [Insert for Initial Notes – “October 8, 2021”] shall be payable on such date. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in the Indenture, be paid to the Person in whose name this Note is registered at the close of business on the Regular Record Date next preceding such Interest Payment Date. Except as otherwise provided in the Indenture, any such
interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Note is registered at the close of business on a Special Record
Date for the payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to the Holders of the Notes not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange, if any, on which the Notes shall be listed, and upon such notice as may be required by any such exchange, all as more fully provided in the Indenture. Payments of interest on the Notes
will include interest accrued to but excluding the respective Interest Payment Dates. 

  
 A-4 













 Further, the Company shall pay interest on overdue principal and premium, if any, from time
to time on demand at a rate of 3.500% per annum; it shall pay interest on overdue installments of interest (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful. Interest will be computed
on the basis of a 360-day year of twelve 30-day months. 

If an Interest Payment Date, the Stated Maturity or a Redemption Date falls on a day that is not a Business Day, the required payment of
principal, premium, if any, and interest due on that date shall be made on the next succeeding Business Day as if made on the date that payment was due, and no interest shall accrue for the period from and after the Interest Payment Date, Stated
Maturity or such Redemption Date, as the case may be, to the date of that payment on the next succeeding Business Day. 
 2. REDEMPTION 

The Notes are subject to redemption upon not less than 10 or more than 60 days’ notice to the Holders of the Notes to be redeemed as
provided in the Indenture, at any time or from time to time prior to April 15, 2051, as a whole or in part, at the election of the Company, at a Redemption Price, as calculated by the Company, equal to the greater of: (i) 100% of the principal
amount of the Notes being redeemed, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date and (ii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of
principal of, and interest that would be due on, the Notes to be redeemed if the Notes matured on April 15, 2051 (not including any portion of payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a
semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 25 basis points plus accrued and unpaid interest, if
any, to, but not including, the Redemption Date. 
 In addition, the Notes are subject to redemption upon not less than 10 or more than 60
days’ notice to the Holders of the Notes to be redeemed as provided in the Indenture, at any time or from time to time on or after April 15, 2051, as a whole or in part, at the election of the Company, at a Redemption Price, as calculated
by the Company, equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date. 

If less than all the Notes are to be redeemed, selection of Notes for redemption will be made [Insert for Global Notes – by the
Depositary by lot or other means in accordance with the Depositary’s procedures] [Insert for a Definitive Security—by the Trustee in accordance with the Depositary’s procedures]. Unless the Company defaults in payment of such
Redemption Price, from and after the Redemption Date, the Notes or portions thereof called for redemption will cease to bear interest, and the Holders thereof will have no right in respect of such Notes except the right to receive the Redemption
Price thereof. 

  
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 3. DEFEASANCE 

The Indenture contains provisions for defeasance of (a) the entire indebtedness of this Note and (b) certain restrictive covenants
upon compliance by the Company with certain conditions set forth therein. 
 4. DEFAULTS AND REMEDIES 

If an Event of Default with respect to the Notes shall occur and be continuing, the principal of the Notes may be declared due and payable, or
in the circumstances described in the Indenture, shall automatically become due and payable, in the manner and with the effect provided in the Indenture. At any time after such declaration of acceleration or automatic acceleration with respect to
the Notes has been made or has occurred, but before a judgment or decree for payment of money has been obtained by the Trustee as provided in the Indenture, if all Events of Default with respect to the Notes have been cured or waived (other than the
non-payment of principal of the Notes which has become due solely by reason of such declaration of acceleration or automatic acceleration) and certain other conditions have been complied with, then and in
every such case, the Holders of a majority in aggregate principal amount of the Outstanding Notes may, by written notice to the Company and to the Trustee, rescind and annul such declaration or automatic acceleration and its consequences on behalf
of all of the Holders of Notes, but no such rescission or annulment shall extend to or affect any subsequent default or impair any right consequent thereon. 

As provided in and subject to the provisions of the Indenture, the Holder of this Note shall not have the right to institute any proceeding,
judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee or for any other remedy thereunder, unless (a) such Holder shall have previously given the Trustee written notice of a continuing Event of
Default with respect to the Notes, (b) (i) in the case of an Event of Default specified in clause (1), (2), (5) or (6) of Section 501 of the Indenture, Holders of not less than 25%, or (ii) in the case of an Event of Default
specified in clause (3) or (4) of Section 501 of the Indenture, Holders of not less than a majority, in aggregate principal amount of the Outstanding Notes shall have made written request to the Trustee to institute proceedings in respect
of such Event of Default in its own name as Trustee hereunder, (c) such Holders shall have offered the Trustee indemnity satisfactory to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request,
(d) for 60 days after its receipt of such notice, the Trustee shall not have received from the Holders of a majority in principal amount of the Notes at the time Outstanding under the Indenture a direction inconsistent with such request, and
(e) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such proceeding. The foregoing shall not apply to certain suits described in the Indenture, including any suit
instituted by the Holder of this Note for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed or provided for herein. 

5. NONIMPAIRMENT 
 No reference
herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, 

  
 A-6 













 
to pay the principal of (and premium, if any) and interest, if any, on this Note at the times, place and rate, and in the coin or currency, herein prescribed. 

6. DENOMINATIONS; TRANSFER AND EXCHANGE 

The Notes are in registered form in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The transfer of Notes may be
registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any
taxes and fees required by law or permitted by the Indenture. The Company need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. 

7. SUCCESSOR OBLIGORS 
 When a
successor assumes all the obligations of its predecessor under the Notes and the Indenture in accordance with the terms of the Indenture, the predecessor will be released from those obligations, except in the case of a lease. 

8. TRUSTEE DEALINGS WITH THE COMPANY 

The Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with
the Company, its Subsidiaries or their respective Affiliates as if it were not the Trustee. 
 9. AUTHENTICATION 

This Note will not be valid until authenticated by the manual, facsimile or electronic signature of the Trustee or an Authenticating Agent.

 10. NO RECOURSE AGAINST OTHERS 

The owners of the Company’s Capital Stock and the Company’s incorporators, directors and officers will not be liable for the
Company’s obligations under the Notes, the Indenture or for any claim based on, or in respect of, such obligations. By accepting a Note, each Holder of that Note will have agreed to Section 117 of the Base Indenture and waived and released
any such liability on the part of the owners of the Company’s Capital Stock and the Company’s incorporators, directors and officers. The waiver and release are part of the consideration for issuance of the Notes. 

11. CUSIP NUMBERS 
 Pursuant to
a recommendation promulgated by the Committee on Uniform Note Identification Procedures, the Company will cause CUSIP numbers to be printed on the Notes as a convenience to the Holders of Notes. 

  
 A-7 













 12. GOVERNING LAW 

This Note shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made or instruments
entered into and, in each case, performed in said state. 
 13. AMENDMENT, SUPPLEMENT AND WAIVER 

Subject to certain exceptions, the Indenture or the Notes may be supplemented by an indenture or indentures supplemental to the Indenture with
the consent of the Holders of not less than a majority in aggregate principal amount of the Notes affected by such supplemental indenture (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes)
and any existing default or Event of Default with respect to the Notes may be waived with the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes, except a continuing default in the payment of
the principal of, or any premium or interest on the Notes, or in respect of a covenant or provision of the Indenture which cannot be modified or amended without the consent of the Holder of each Outstanding Note. Without the consent of any Holder of
Notes, the Company and the Trustee, at any time and from time to time, may enter into one or more supplemental indentures as provided in the Indenture, subject to the exceptions set forth therein. 

[Remainder of page intentionally left blank] 

  
 A-8 













 SCHEDULE A 

[SCHEDULE OF ADJUSTMENTS] 4 

 

									
	 Date Adjustment Made
	  	 Principal

Amount

Increase
	  	 Principal

Amount

Decrease
	  	 Principal

Amount
 Following

Adjustment
	  	 Notification

Made on
 Behalf of
the
 Trustee

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  


  

	4 	 Insert in Global Notes only 



  
 A-9