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                                                                   EXHIBIT 10.34


                               PURCHASE AGREEMENT

         THIS PURCHASE AGREEMENT (this "Agreement") is made and entered into
this 17th day of November, 2003, by and among Koch Alaska Pipeline Company, LLC,
an Alaska limited liability company ("Buyer"), Williams Energy Services, LLC, a
Delaware limited liability company ("Seller"), and The Williams Companies, Inc.,
a Delaware corporation ("Williams Guarantor").

                                    RECITALS

         A. Seller owns all of the outstanding membership interests (the "WAPCO
Interests") in Williams Alaska Pipeline Company, L.L.C., a Delaware limited
liability company ("WAPCO"), and WAPCO owns: (i) an undivided 3.0845% interest
in the Trans Alaska Pipeline System ("TAPS") and in all TAPS inventory (not
including line fill) attributable to the 3.0845% undivided interest in TAPS and
(ii) 308 shares of Alyeska Pipeline Service Company ("Alyeska") ((i) and (ii)
together, the "TAPS Interests");

         B. WAPCO is a party to the Trans Alaska Pipeline System Agreement dated
August 27, 1970 (as amended from time to time) (the "TAPS Agreement");

         C. TAPS consists of two components: (a) the "Pipeline" component,
consisting of all TAPS real and personal property of every nature and kind,
other than the "Terminal Tankage" component, and (b) the "Terminal Tankage"
component, consisting of all TAPS real and personal property of every nature and
kind at Valdez, Alaska which real and personal property is associated with the
holding of crude petroleum pending its delivery out of TAPS. The TAPS property
includes, without limitation, petroleum tanks, tank farm manifolds, tank vent
lines, vapor recovery system, power generation facilities and other related
facilities, equipment and appurtenances;

         D. As a condition to entering into this Agreement, (i) an Affiliate of
Buyer and an Affiliate of Seller have entered into that certain Asset Sale and
Purchase Agreement of even date herewith by and among Williams Alaska Petroleum,
Inc., as seller, The Williams Companies, Inc., as guarantor, and Flint Hills
Resources, LLC, as buyer, relating to the acquisition of the North Pole refinery
(the "Refinery ASPA") and (ii) Holiday Alaska, Inc. and an Affiliate of Seller
have entered into that certain Asset Sale and Purchase Agreement of even date
herewith by and among Williams Express, Inc., as seller, The Williams Companies,
Inc., as seller's guarantor, Holiday Alaska, Inc., as buyer, and Holiday
Stationstores, Inc., as buyer's guarantor, relating to the acquisition of
certain convenience stores located in Alaska (the "C Stores ASPA"); and

         E. Buyer desires to purchase and acquire all of the WAPCO Interests
from Seller and Seller desires to sell and assign the WAPCO Interests to Buyer,
all on the terms and conditions hereinafter set forth.



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         IN CONSIDERATION of the foregoing and of the mutual covenants and
agreements set forth below, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

         1. Purchase and Sale. Subject to the terms and conditions hereinafter
set forth, at the Effective Time (as hereinafter defined):

                  (a) Seller shall sell, grant, convey, assign, transfer and
         deliver to Buyer, and Buyer shall purchase and acquire from Seller, all
         right, title and interest in and to the WAPCO Interests, free and clear
         of all Liens and Indebtedness, other than the Liens set forth on
         Schedule 1(a) (the "WAPCO Permitted Liens").

                  (b) Buyer agrees to take the WAPCO Interests subject to the
         WAPCO Contracts, including the Amended and Restated Agreement for the
         Operation and Maintenance of the Trans Alaska Pipeline System, as
         amended, (the "TAPS Operation Agreement") and the TAPS Agreement.

         2. Purchase Price; Closing Payment; Adjustment to Purchase Price.

                  (a) Purchase Price; Closing Payment. The purchase price for
         the WAPCO Interests shall be the sum of (i) One Hundred Million Dollars
         and No Cents ($100,000,000), plus or minus (ii) the Final Direct Net
         Working Capital, as calculated in accordance with Sections 2(c) and
         2(d) of this Agreement, plus (iii) the value of the Valdez Inventory
         Transportation Revenue, as calculated in accordance with Section 2(e)
         of this Agreement, plus or minus (iv) an adjustment (if any) pursuant
         to Section 2(f) of this Agreement, plus or minus (v) an adjustment (if
         necessary) for delayed closing pursuant to Section 2(g) of this
         Agreement (items (i) through (v) together, the "Purchase Price"). The
         amount to be paid to Seller by Buyer at Closing shall be One Hundred
         Million Dollars and No Cents ($100,000,000), plus the Estimated Direct
         Net Working Capital as calculated in accordance with Section 2(b) of
         this Agreement plus the Valdez Inventory Transportation Revenue (the
         "Closing Payment").

                  (b) Estimated Direct Net Working Capital. Not later than five
         (5) days prior to the anticipated Closing Date, Seller shall prepare
         and deliver to Buyer: (i) a certificate setting forth Seller's good
         faith estimate of the Direct Net Working Capital in accordance with the
         form as set forth on Schedule 2(b) (the "Estimated Direct Net Working
         Capital"), which form shall be used solely to prepare such estimate,
         and not for any other calculation and (ii) documentation supporting the
         calculation of the Estimated Direct Net Working Capital. This estimate
         shall be based on the WAPCO month end balance sheet for the most recent
         full calendar month prior to Closing.



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                  (c)      Direct Net Working Capital.

                           (i) As promptly as practicable, but no later than 45
                  days, after the Effective Time, Buyer will cause to be
                  prepared and delivered to Seller: (A) a certificate and
                  statement of the Direct Net Working Capital, which shall be
                  calculated in accordance with GAAP applied on a consistent
                  basis with those used in the preparation of the Estimated
                  Direct Net Working Capital as described in Section 2(b) above
                  and (B) account information for a bank account of Buyer.

                           (ii) If Seller agrees with Buyer's calculation of the
                  Direct Net Working Capital delivered pursuant to Section
                  2(c)(i), then such Direct Net Working Capital shall be deemed
                  the "Final Direct Net Working Capital." If Seller disagrees
                  with Buyer's calculation of the Direct Net Working Capital
                  delivered pursuant to Section 2(c)(i) and Seller elects to
                  take action with respect to such disagreement, Seller must,
                  within twenty (20) days after delivery of the certificate and
                  statement referred to in Section 2(c)(i), deliver a notice to
                  Buyer disagreeing with such calculation and setting forth
                  Seller's calculation of such amount. Any such notice of
                  disagreement shall specify those items or amounts as to which
                  Seller disagrees and shall set forth in reasonable detail the
                  reasons for such disagreement, and Seller shall be deemed to
                  have agreed with all other items and amounts contained in the
                  calculation of the Direct Net Working Capital delivered
                  pursuant to Section 2(c)(i).

                           (iii) If a notice of disagreement shall be duly
                  delivered pursuant to Section 2(c)(ii), Buyer and Seller
                  shall, during the ten (10) days following such delivery, use
                  their good faith efforts to reach agreement on the disputed
                  items or amounts in order to determine, as may be required,
                  the amount of the Direct Net Working Capital, which amount
                  shall not be less than the amount thereof shown in Buyer's
                  calculation delivered pursuant to Section 2(c)(i) nor more
                  than the amount thereof shown in Seller's notice delivered
                  pursuant to Section 2(c)(ii). If, during such period, Buyer
                  and Seller reach an agreement as to the amount of the Direct
                  Net Working Capital then such amount shall be deemed the
                  "Final Direct Net Working Capital." If Buyer and Seller are
                  unable to reach agreement within such period, they shall
                  thereafter cause KPMG LLP promptly to review this Agreement
                  and the disputed items or amounts for the purpose of
                  calculating the Final Direct Net Working Capital. In making
                  such calculation, KPMG LLP shall consider only those items or
                  amounts in Buyer's calculation of the Direct Net Working
                  Capital as to which Seller has disagreed and shall make its
                  decision in accordance with the terms of this Agreement and
                  GAAP as consistently applied by Seller in the preparation of
                  the Balance Sheet. KPMG LLP shall deliver to Buyer and Seller,
                  as promptly as practicable, a report setting forth its
                  judgment as to the correct calculations of the items or
                  amounts in dispute and such report shall be considered the
                  "Final Direct Net Working Capital." Such Final Direct Net
                  Working Capital shall be final and binding upon Buyer, Seller
                  and Williams Guarantor and judgment may be entered upon the
                  determination of such independent accountants in any court
                  having jurisdiction over the party against



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                  which such determination is to be enforced. The cost of such
                  review and report shall be borne (A) by Buyer if the
                  difference between the Final Direct Net Working Capital and
                  Buyer's calculation of the Direct Net Working Capital
                  delivered pursuant to Section 2(c)(i) is greater than the
                  difference between the Final Direct Net Working Capital and
                  Seller's calculation of the Direct Net Working Capital
                  delivered pursuant to Section 2(c)(ii), (B) by Seller if the
                  first such difference is less than the second such difference
                  and (C) otherwise equally by Seller and Buyer.

                           (iv) Seller and Buyer shall, and shall cause their
                  respective independent accountants, WAPCO and each Subsidiary
                  (to the extent controlled) to, cooperate and assist in the
                  calculation of the Final Direct Net Working Capital, including
                  the making available to the extent necessary of books,
                  records, reports, ledgers, data, systems, work papers and
                  personnel.

                  (d) Post Effective Time Adjustment Relating to Direct Net
         Working Capital.

                           (i) If Seller has delivered a notice of disagreement
                  in accordance with Section 2(c)(ii) and the amount of the
                  Direct Net Working Capital, as calculated by Seller, is less
                  than the amount of the Estimated Direct Net Working Capital,
                  then Seller shall pay to Buyer, as an adjustment to the
                  Purchase Price, the amount of such difference (the
                  "Preliminary Effective Time Deficit") with Interest as
                  provided in Section 2(d)(v) in immediately available funds by
                  wire transfer to an account of Buyer as specified by Buyer
                  pursuant to Section 2(c)(i) within three (3) Business Days
                  after Seller has delivered its notice of disagreement.

                           (ii) If Seller has delivered a notice of disagreement
                  in accordance with Section 2(c)(ii) and the amount of the
                  Direct Net Working Capital, as calculated by Buyer, is greater
                  than the amount of the Estimated Direct Net Working Capital,
                  then Buyer shall pay to Seller, as an adjustment to the
                  Purchase Price, the amount of such difference (the
                  "Preliminary Effective Time Surplus") with Interest as
                  provided in Section 2(d)(v) in immediately available funds by
                  wire transfer to an account of Seller as specified by Seller
                  pursuant to Section 11(c) within three (3) Business Days after
                  Seller has delivered its notice of disagreement.

                           (iii) If the Final Direct Net Working Capital is less
                  than the Estimated Direct Net Working Capital (such
                  difference, the "Effective Time Deficit"), then Seller shall
                  pay to Buyer, as an adjustment to the Purchase Price, the
                  amount of such Effective Time Deficit with Interest as
                  provided in Section 2(d)(v), net of any prior payments made
                  pursuant to Section 2(d)(i), in immediately available funds by
                  wire transfer to an account of Buyer as specified by Buyer
                  pursuant to Section 2(c)(i) within three (3) Business Days
                  after any Effective Time Deficit has been finally determined.

                           (iv) If the Final Direct Net Working Capital exceeds
                  the Estimated Direct Net Working Capital (such excess, the
                  "Effective Time Surplus"), then Buyer shall



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                  pay to Seller, as an adjustment to the Purchase Price, the
                  amount of such Effective Time Surplus with Interest as
                  provided in Section 2(d)(v), net of any prior payments made
                  pursuant to Section 2(d)(ii), in immediately available funds
                  by wire transfer to an account of Seller as specified by
                  Seller pursuant to Section 11(c) within three (3) Business
                  Days after any Effective Time Surplus has been finally
                  determined.

                           (v) The amount of any payment to be made pursuant to
                  this Section 2(d) shall bear Interest from and including the
                  day immediately following the Effective Time.

                  (e) Valdez Inventory Transportation Revenue. Buyer shall pay
         Seller the value of the net transportation revenue in connection with
         any shipper barrels held in WAPCO inventory at the Valdez Terminal as
         of the Effective Time (the "Valdez Inventory Transportation Revenue").
         The value of the Valdez Inventory Transportation Revenue to be paid by
         Buyer to Seller shall equal the WAPCO interstate tariff in effect at
         the Effective Time multiplied times the number of shipper barrels in
         WAPCO inventory at the Valdez Terminal minus a per barrel operating
         cost of $1.87, which reflects the Alyeska fixed and variable operating
         costs applicable to such shipper barrels. The Parties shall rely on
         Alyeska Report Number ALOA P006-1 to determine the number of shipper
         barrels in WAPCO inventory at the Valdez Terminal at the Effective
         Time.

                  (f)      Stockholder's Equity Purchase Price Adjustment.

                           (i) The Base Stockholder's Equity, as calculated at
                  June 30, 2003 and set forth on Schedule 2(f), is equal to zero
                  (the "Base Stockholder's Equity").

                           (ii) Buyer will, as promptly as practicable, but no
                  later than 45 days after the Effective Time, cause to be
                  prepared and delivered to Seller the Effective Time Balance
                  Sheet, together with a certificate based on such Effective
                  Time Balance Sheet setting forth Buyer's calculation of the
                  Stockholder's Equity.

                           (iii) If Seller agrees with Buyer's calculation of
                  the Stockholder's Equity delivered pursuant to Section
                  2(f)(ii), then such Stockholder's Equity shall be deemed the
                  "Final Stockholder's Equity." If Seller disagrees with Buyer's
                  calculation of the Stockholder's Equity delivered pursuant to
                  Section 2(f)(ii) and Seller elects to take action with respect
                  to such disagreement, then Seller must within twenty (20) days
                  deliver a notice to Buyer disagreeing with such calculation
                  and setting forth Seller's calculation of such amount. Any
                  such notice of disagreement shall specify those items or
                  amounts as to which Seller disagrees and shall set forth in
                  reasonable detail the reasons for such disagreement, and
                  Seller shall be deemed to have agreed with all other items and
                  amounts contained in the Effective Time Balance Sheet and the
                  calculation of the Stockholder's Equity delivered pursuant to
                  Section 2(f)(ii).



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                           (iv) If a notice of disagreement shall be duly
                  delivered pursuant to Section 2(f)(iii), then Buyer and Seller
                  shall, during the ten (10) days following such delivery, use
                  their good faith efforts to reach agreement on the disputed
                  items or amounts in order to determine the amount of the
                  Stockholder's Equity, which amount shall not be less than the
                  amount thereof shown in Buyer's calculation delivered pursuant
                  to Section 2(f)(ii) nor more than the amount thereof shown in
                  Seller's notice delivered pursuant to Section 2(f)(iii). If
                  during such period, Buyer and Seller reach agreement as to the
                  amount of the Stockholder's Equity, then such amount shall be
                  deemed the "Final Stockholder's Equity." If Buyer and Seller
                  are unable to reach agreement within such time period, then
                  they will promptly retain KPMG LLP to review this Agreement
                  and the disputed items or amounts for the purpose of
                  calculating the Final Stockholder's Equity. In making such
                  calculation, KPMG LLP shall consider only those ITEMS or
                  amounts in Buyer's calculation of the Stockholder's Equity as
                  to which Seller has disagreed and shall make its decision in
                  accordance with the terms of this Agreement and GAAP as
                  consistently applied by Seller in the preparation of the
                  Balance Sheet. KPMG LLP shall deliver to Buyer and Seller, as
                  promptly as practicable, a report setting forth its judgment
                  as to the correct calculations of the items or amounts in
                  dispute and the amount set forth in such report shall be
                  considered the "Final Stockholder's Equity." Such Final
                  Stockholder's Equity shall be final and binding upon Buyer,
                  Seller and Williams Guarantor. The cost of such review and
                  report shall be borne (A) by Buyer if the difference between
                  the Final Stockholder's Equity and Buyer's calculation of the
                  Stockholder's Equity delivered pursuant to Section 2(f)(ii) is
                  greater than the difference between the Final Stockholder's
                  Equity and Seller's calculation of the Stockholder's Equity
                  delivered pursuant to Section 2(f)(iii), (B) by Seller if the
                  first such difference is less than the second such difference
                  and (C) otherwise equally by Seller and Buyer.

                           (v) Seller and Buyer shall, and shall cause their
                  respective independent accountants, WAPCO and each Subsidiary
                  (to the extent controlled), to cooperate and assist in the
                  calculation of the Final Stockholder's Equity, including the
                  making available to the extent necessary of books, records,
                  reports, ledgers, data, systems, work papers and personnel.

                           (vi) If the Final Stockholder's Equity is less than
                  the Base Stockholder's Equity, then Seller shall pay such
                  amount to Buyer, as an adjustment to the Purchase Price, in
                  the manner and with Interest as provided in Section 2(f)(vii).
                  If the Final Stockholder's Equity exceeds the Base
                  Stockholder's Equity, then Buyer shall pay such amount to
                  Seller, as an adjustment to the Purchase Price, in the manner
                  and with Interest as provided in Section 2(f)(vii).

                           (vii) Any payment pursuant to this Section 2(f) shall
                  be made within three (3) Business Days after the Final
                  Stockholder's Equity has been determined, in immediately
                  available funds by wire transfer to an account of Buyer or
                  Seller, as specified by Buyer pursuant to Section 2(c)(i), or
                  Seller pursuant to 11(c), as the case



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                  may be. The amount of any payment to be made pursuant to this
                  Section 2(f) shall bear Interest from and including the day
                  immediately following the Effective Time.

                  (g) Delayed Closing Potential Adjustment to Purchase Price. In
         the event that the transactions contemplated herein do not close within
         106 days after the execution hereof, the Purchase Price shall be
         adjusted by (i) adding to the Purchase Price an amount equal to the
         Purchase Price times the Interest Rate divided by 365 and then
         multiplied by the number of days from the 106th day after the date
         hereof until the day immediately following the Effective Time, and (ii)
         subtracting from such amount the Net Cash Flow realized during the
         period from the 106th day after the date hereof to the Effective Time.
         Buyer will be permitted to review Seller's calculation of any
         adjustment pursuant to this Section 2(g) in connection with its review
         of the Stockholder's Equity to confirm the accuracy thereof, and if
         Buyer and Seller are not able to reach agreement on these amounts
         pursuant to the procedures set forth above, then KPMG LLP shall
         determine such amounts and such determination shall be final and
         binding on Buyer, Seller and Williams Guarantor. In making any
         determination pursuant to this Section 2(g), KPMG LLP shall consider
         only those items or amounts in Seller's calculation to which Buyer has
         disagreed and KPMG LLP shall make its decision in accordance with the
         terms of this Agreement and GAAP as consistently applied by Seller
         during its ownership of the WAPCO Interests.

         3. Revenues and Expenses. To the extent any of the following have not
been accounted for pursuant to Section 2 or Section 4 of this Agreement:

                  (a) Seller shall be: (i) entitled to all operating revenues
         (and related accounts receivable) realized by or attributable to WAPCO,
         and (ii) responsible for the payment of all liabilities, costs and
         expenses (and related accounts payable), including the payment of Taxes
         when due and owing, incurred by or attributable to WAPCO, in each case
         to the extent the foregoing are earned or incurred prior to the
         Effective Time. WAPCO shall, either before or after the Effective Time,
         make such distributions and assignments as may be necessary or
         appropriate to give real economic effect to allocations of operating
         revenues and accounts receivable, net of the allocation of liabilities,
         costs and expenses contemplated by the first sentence of this Section
         3(a). Buyer shall be: (y) entitled to all operating revenues (and
         related accounts receivable) realized by or attributable to WAPCO, and
         (z) responsible for the payment of all liabilities, costs and expenses
         (and related accounts payable), including the payment of Taxes,
         incurred by or attributable to WAPCO, in each case to the extent the
         foregoing are earned or incurred after the Effective Time.

                  (b) Notwithstanding the generality of Section 3(a), the
         following provisions shall be applicable to expenses relating to TAPS
         settlement methodology adjustments. In accordance with Section II-2
         (f)(ii) of the Tariff Settlement Methodology ("TSM") Agreement, Alyeska
         will reallocate actual operating costs among all TAPS Owners on a
         barrel-mile basis and distribute during the first quarter of a year any
         overpayments or underpayments collected for the prior year to the
         appropriate carrier. For the time period from January 1, 2003 through
         the Effective Time, Seller will be responsible for any underpayments
         due to Alyeska, and Buyer will pay to Seller the disbursement collected
         for



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         any overpayment for the same time period. The amounts due to or payable
         by Seller shall be determined as the difference between WAPCO's
         percentage barrel-mile share of the total TAPS barrel-mile throughputs
         and WAPCO's composite TAPS ownership percentage of 3.0845% in the
         Pipeline and Terminal Tankage for the time period of January 1, 2003 to
         the Effective Time, times the total TSM costs and allowances for the
         year as defined by the above TSM Section II-2 (f)(ii).

                  (c) Any payments to be made to Seller by Buyer in connection
         with Section 3 shall be made within ten (10) days of Buyer's receipt of
         the revenues described therein. Except as otherwise provided in Section
         3(b), to the extent that a Party receives any funds to which the other
         Party is entitled, the Party receiving such funds shall deliver the
         funds to the other Party within five (5) Business Days after actual
         receipt of such funds. If any Party pays any cost or expense (or
         related account payable) that is properly borne by the other Party, the
         Party responsible for such cost or expense (or related account payable)
         shall promptly reimburse the Party who made such payment. The
         obligations of the parties under this Section 3(c) shall be performed
         without any right of setoff, except as specifically described in
         Section 3(b).

         4. Post Effective Time Tariff Adjustments and Indemnities.

                  (a) Seller Obligations. Seller, for itself, its Affiliates,
         successors and assigns, shall pay, indemnify, and hold harmless Buyer,
         its Affiliates, successors and assigns, from and against any and all
         liability for refund payments arising out of the matter denoted as
         Docket Number P-03-4, currently pending before the Regulatory
         Commission of Alaska, or any other retroactive tariff reduction
         payments required by any final, non-appealable ruling of any regulatory
         or judicial authorities in connection with amounts collected for the
         tariff rates in effect with respect to WAPCO's TAPS Interest for the
         period beginning January 1, 2003 and ending at the Effective Time. This
         obligation shall not be subject to the Minimum Indemnifiable Amount or
         WAPCO Threshold or included in the calculation of the maximum amount of
         indemnifiable Damages under Section 15 of this Agreement.

                  (b) Buyer Obligations. Buyer, for itself, its Affiliates,
         successors and assigns, shall pay, indemnify and hold harmless Seller
         its Affiliates, successors and assigns, for any under collections by
         Seller, including the amounts held in escrow pursuant to the Interim
         Temporary Rates, as determined by any final, non-appealable ruling of
         any regulatory or judicial authorities in connection with the tariff
         rates in effect with respect to WAPCO's TAPS Interest for the period
         beginning January 1, 2003 through the Effective Time, together with
         interest earned on such escrowed amounts; provided, however, Buyer
         shall only be obligated to the extent it has actually collected any
         such amounts. The obligations of this Section 4(b) shall not be subject
         to the Minimum Indemnifiable Amount or WAPCO Threshold or included in
         the calculation of the maximum amount of indemnifiable Damages under
         Section 15 of this Agreement.

         5. Seller's Representations and Warranties. Seller represents and
warrants to Buyer as of the date hereof, as of the Closing Date and as of the
Effective Time as follows:



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                  (a) Organization and Power. Seller and WAPCO are limited
         liability companies, duly organized, validly existing, and in good
         standing under the laws of the State of Delaware. Each of Seller and
         WAPCO has all requisite power and authority to own, lease and operate
         its properties and assets and to conduct its business as now conducted.
         A true, complete and correct copy of the limited liability company
         agreement of each of Seller and WAPCO, as in effect on the date hereof,
         including all amendments thereto, has heretofore been delivered to
         Buyer.

                  (b) Membership Interests of WAPCO. Except as disclosed on
         Schedule 5(b), Seller owns all right, title and interest in and to the
         WAPCO Interests free and clear of all Liens, except for the WAPCO
         Permitted Liens, and upon delivery of the WAPCO Interests by Seller and
         payment therefor by Buyer at the Closing, good title to the WAPCO
         Interests, free and clear of all Liens (other than the WAPCO Permitted
         Liens and those that arise by action or with respect to Buyer) will
         pass to Buyer. There are no membership interests or other equity
         interests in WAPCO outstanding, other than the WAPCO Interests. There
         are no outstanding options, warrants, calls, preemptive or other
         rights, commitments or agreements of any kind to which Seller, WAPCO or
         their respective Affiliates is a party or by which Seller, WAPCO or
         their respective Affiliates is bound relating to the sale, issuance, or
         voting of, or the granting of rights to acquire, all or a portion of
         the membership interests of WAPCO or any securities convertible or
         exchangeable into or evidencing the right to purchase all or a portion
         of the membership interests or other equity interests in WAPCO, or
         obligating Seller, WAPCO, or their respective Affiliates to grant,
         extend or enter into any such option, warrant, call, right, commitment
         or agreement. There are no outstanding contractual obligations of any
         of Seller, WAPCO or their respective Affiliates to repurchase, redeem
         or otherwise acquire the membership interests of WAPCO. There are no
         voting trusts or other agreements or understandings to which Seller,
         WAPCO, or their respective Affiliates is a party with respect to voting
         of the membership interests of WAPCO. WAPCO owns all right, title and
         interest in and to the TAPS Interests free and clear of all Liens,
         other than the TAPS Permitted Liens.

                  (c) Authorization. Seller has the requisite power and
         authority to execute and deliver, and has taken all requisite action
         required for the execution and delivery of this Agreement and the other
         agreements, documents and instruments to be executed and delivered by
         Seller in connection with this Agreement and the consummation of the
         transactions contemplated hereby and thereby, and no other action is
         necessary by Seller, its board of directors, or its members, to
         authorize the execution and delivery by Seller of this Agreement and
         such other agreements, documents and instruments and the consummation
         of the transactions contemplated hereby and thereby. This Agreement has
         been duly executed and delivered by Seller and constitutes, and when
         executed and delivered, each of the other agreements, documents and
         instruments to be executed and delivered by Seller in connection with
         this Agreement will constitute, the legal, valid, and binding
         obligation of Seller, enforceable against Seller in accordance with its
         terms, except as such enforceability may be limited by applicable
         bankruptcy, insolvency and other laws affecting the rights of creditors
         and except in respect of equitable remedies.



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                  (d) Governmental Consents. The execution, delivery and
         performance by Seller of this Agreement and the consummation of the
         transactions contemplated hereby require no action by or in respect of,
         or filing with, any governmental body, agency or official, other than
         compliance with (i) any applicable requirements of the HSR Act, (ii)
         any applicable requirements of the 1934 Act, (iii) any applicable
         requirements of the Federal Energy Regulatory Commission, (iv) any
         applicable requirements of the Regulatory Commission of Alaska, (v) any
         applicable requirements of the Secretary of the Interior, (vi) any
         applicable requirements of the Alaska Department of Natural Resources,
         and (vii) the matters disclosed on Schedule 5(d).

                  (e) No Consent Required; Noncontravention. Subject to
         compliance by Seller with the requirements in the TAPS Agreement
         regarding the preferential purchase right of the equity owners of TAPS
         with respect to WAPCO's equity interest in TAPS or as otherwise
         disclosed on Schedule 5(e), the execution, delivery and performance by
         Seller of this Agreement and the consummation of the transactions
         contemplated hereby do not and will not, directly or indirectly, with
         or without notice or lapse of time: (i) result in a violation of any
         provision of the governing documents of Seller, WAPCO or, to the
         Knowledge of Seller, Alyeska; (ii) violate any applicable law, rule,
         regulation, judgment, injunction, order or decree (assuming compliance
         with the matters referred to in Section 5(d)); (iii) require any
         consent, approval or other action by any Person under, or constitute a
         default under any provision of any agreement or other instrument
         binding upon Seller, WAPCO or, to the knowledge of Seller, Alyeska;
         (iv) give rise to any right of termination, cancellation or
         acceleration of any right or obligation of Seller, WAPCO or, to the
         Knowledge of Seller, Alyeska or to a loss of any benefit to which
         Seller, WAPCO or, to the Knowledge of Seller, Alyeska is entitled under
         any provision of any agreement or other instrument binding upon Seller,
         WAPCO or Alyeska; (v) result in the creation or imposition of any Lien
         on the WAPCO Interests, other than the WAPCO Permitted Liens or, to the
         Knowledge of Seller, the TAPS Interests; or (vi) result in a violation
         of, or give any Governmental Authority or other person the right to
         challenge the transactions contemplated hereby or to exercise any
         remedy or obtain any relief under, any Legal Requirement to which
         Seller, or any of the WAPCO Interests or, to Seller's Knowledge, the
         TAPS Interests, may be subject in a manner that would adversely affect
         Seller's ability to perform its obligations under this Agreement.

                  (f) Operations of WAPCO; No Subsidiaries. Seller formed WAPCO
         solely for the purpose of owning the TAPS Interests and since its
         formation WAPCO has not engaged in any other business activities other
         than owning the TAPS Interests. WAPCO does not have any subsidiaries,
         and except for the TAPS Interests, WAPCO does not own any securities or
         other ownership interests of any entity.

                  (g) Financial Statements. The unaudited balance sheet as of
         December 31, 2002 and the related unaudited statements of income and
         cash flows for the year ended December 31, 2002 and the unaudited
         interim balance sheet as of June 30, 2003 and the related unaudited
         interim statements of income and cash flows for the six months ended
         June 30, 2003 of WAPCO fairly present, in conformity with GAAP applied
         on a consistent basis, the



                                       10
<PAGE>


         financial position of WAPCO as of the dates thereof and its results of
         operations and cash flows for the periods then ended (subject to normal
         adjustments in the case of any unaudited interim financial statements).
         Schedule 5(g) attached hereto includes: WAPCO's unaudited interim
         balance sheet as of June 30, 2003 and the related unaudited interim
         statements of income and cash flows for the six months ended June 30,
         2003 of WAPCO. Certain adjustments have been made to the June 30, 2003
         WAPCO unaudited interim balance sheet. These adjustments appear on the
         Balance Sheet, which is also included in Schedule 5(g).

                  (h) Absence of Certain Changes. Except as set forth in
         Schedule 5(h) or as specifically contemplated by this Agreement, since
         March 31, 2003, WAPCO's business has been operated only in the Ordinary
         Course of Business, and there has not been any of the following:

                           (i) any event, occurrence, development or state of
                  circumstances or facts which individually or in the aggregate
                  has had or could reasonably be expected to have a Material
                  Adverse Effect on WAPCO;

                           (ii) other than contemplated by Section 3(a) above,
                  any declaration, setting aside or payment of any dividend or
                  other distribution with respect to any membership interests of
                  WAPCO, or any repurchase, redemption or other acquisition by
                  WAPCO of any outstanding membership interests of WAPCO;

                           (iii) any amendment of any material term of the
                  membership interests of WAPCO;

                           (iv) any incurrence, assumption or guarantee by WAPCO
                  of any Indebtedness;

                           (v) to Seller's Knowledge, any material loss, damage,
                  destruction, condemnation or other casualty (whether or not
                  covered by insurance) affecting the TAPS Interests;

                           (vi) any change in any of the accounting principles
                  followed by WAPCO;

                           (vii) any making of any loan, advance or capital
                  contributions to or investment in any Person, other than
                  loans, advances or capital contributions to or investments in
                  Alyeska or TAPS made pursuant to and in accordance with the
                  WAPCO Contracts;

                           (viii) any transaction or commitment made, or any
                  contract or agreement entered into, by WAPCO relating to its
                  assets or business (including the acquisition or disposition
                  of any assets) or any relinquishment by WAPCO of any contract
                  or other right, in either case, material to WAPCO, other than
                  transactions and commitments contemplated by this Agreement;



                                       11
<PAGE>


                           (ix) any (A) employment, compensation, consulting,
                  severance, retirement or other similar agreement entered into
                  with any Person, including any director or officer of WAPCO
                  (or any amendment to any such existing agreement), (B) grant
                  of any severance or termination pay to any Person, including
                  any director or officer of WAPCO, or (C) change in
                  compensation or other benefits payable to any Person,
                  including any director or officer of WAPCO pursuant to any
                  severance or retirement plans or policies thereof;

                           (x) any capital expenditure, or commitment for a
                  capital expenditure, for additions or improvements to
                  property, plant and equipment related to TAPS brought to the
                  TAPS owners' committee, other than in the Ordinary Course of
                  Business;

                           (xi) a grant of, or the existence of, any Lien on any
                  of the WAPCO Interests, other than the WAPCO Permitted Liens;
                  or

                           (xii) an agreement, whether in writing or otherwise,
                  to do any of the foregoing.

                  (i) No Undisclosed Material Liabilities. There are no
         liabilities of WAPCO of any kind whatsoever, whether accrued,
         contingent, absolute, determined, determinable or otherwise, and there
         is no existing condition, situation or set of circumstances which could
         reasonably be expected to result in such a liability, other than:

                           (i) liabilities provided for in the Balance Sheet or
                  disclosed in the notes thereto;

                           (ii) liabilities disclosed in Schedule 5(i); and

                           (iii) other undisclosed liabilities which,
                  individually or in the aggregate, are not material to WAPCO.

                  (j)      Litigation.

                           (i) There is no pending Action or other Proceeding
                  before any court, arbitrator or any Governmental Authority by,
                  against or affecting Seller or WAPCO or any of their
                  respective assets that challenges the validity or
                  enforceability of this Agreement or any other document,
                  instrument or agreement to be executed and delivered by Seller
                  in connection with the transactions contemplated hereby, or
                  that may have the effect of preventing, delaying, making
                  illegal, or otherwise interfering with, the transactions
                  contemplated hereby. No such proceeding has been Threatened
                  and, to the Knowledge of Seller, no event has occurred or
                  circumstance exists that may give rise to or serve as a basis
                  for the commencement of any such proceeding.

                           (ii) Except as set forth in Schedule 5(j)(ii), no
                  Action or Proceeding is pending or Threatened against WAPCO
                  and, to Seller's Knowledge, there are not any



                                       12
<PAGE>


                  matters which are reasonably likely to result in any such
                  Action or Proceeding against WAPCO. WAPCO has not been served
                  any notice of an Action or Proceeding relating to its TAPS
                  Interests, except as set forth on Schedule 5(j)(ii) or
                  Schedule 5(y)(iv).

                  (k) Intercompany Accounts. Schedule 5(k) contains a complete
         list of all intercompany balances as of June 30, 2003 between WAPCO and
         its Affiliates. Since June 30, 2003, there has not been any accrual of
         liability by WAPCO to any of its Affiliates or other transaction
         between WAPCO and any of its Affiliates, except with respect to the
         period prior to the date of this Agreement, in the Ordinary Course of
         Business of WAPCO, and thereafter, as provided in Schedule 5(k).

(l)      Material Contracts.

                           (i) Except for the agreements disclosed in Schedule
                  5(l) (such agreements, the "WAPCO Contracts"), WAPCO is not
                  bound by or through any financial or performance guaranties
                  and is neither a party to nor in contractual privity under:

                                    (A) any material lease (whether of real or
                           personal property);

                                    (B) any material agreement for the purchase
                           of materials, supplies, goods, services, equipment or
                           other assets;

                                    (C) any material agreement providing for the
                           sale by WAPCO of materials, supplies, goods,
                           services, equipment or other assets;

                                    (D) any partnership, joint venture or other
                           similar agreement or arrangement;

                                    (E) any agreement relating to the
                           acquisition or disposition of any business (whether
                           by merger, sale of stock, sale of assets or
                           otherwise);

                                    (F) any agreement relating to Indebtedness
                           (whether incurred, assumed, guaranteed or secured by
                           any asset);

                                    (G) any material option, license, franchise
                           or similar agreement;

                                    (H) any material agency, dealer, sales
                           representative, marketing or other similar agreement;

                                    (I) any agreement that limits the freedom of
                           WAPCO to compete in any line of business or with any
                           Person or in any area or which would so limit the
                           freedom of WAPCO after the Effective Time;



                                       13
<PAGE>


                                    (J) any agreement with (1) Seller or any of
                           its Affiliates, (2) any Person directly or indirectly
                           owning, controlling or holding with power to vote, 5%
                           or more of the outstanding voting securities of
                           Seller or any of its Affiliates, (3) any Person 5% or
                           more of whose outstanding voting securities are
                           directly or indirectly owned, controlled or held with
                           power to vote by Seller or any of its Affiliates or
                           (4) any director or officer of Seller or any of its
                           Affiliates or any "associates" or members of the
                           "immediate family" (as such terms are respectively
                           defined in Rules 12b-2 and 16a-1 of the 1934 Act) of
                           any such director or officer;

                                    (K) any agreement with any director or
                           officer of WAPCO or with any "associates" or members
                           of the "immediate family" (as such terms are
                           respectively defined in Rules 12b-2 and 16a-1 of the
                           1934 Act) of any such director or officer; or

                                    (L) any other agreement, commitment,
                           arrangement or plan not made in the Ordinary Course
                           of Business that is material to WAPCO.

                           (ii) Except as set forth on Schedule 5(l), (A) WAPCO,
                  and to Seller's Knowledge, each other Person that has any
                  obligation or liability under any WAPCO Contract is in
                  compliance with all applicable material terms and requirements
                  of each such WAPCO Contract, (B) no event has occurred or
                  circumstance exists that (with or without notice or lapse of
                  time) may contravene, conflict with, or result in a violation
                  or breach of, or give WAPCO or any other Person, the right to
                  declare a default under, or to accelerate the maturity or
                  performance of, or to cancel, terminate or modify, any WAPCO
                  Contract, (C) there has not been any amendment or modification
                  to any WAPCO Contracts, and (D) the WAPCO Contracts have not
                  been assigned in any manner. WAPCO has not given or received
                  from any other Person any notice or other communication
                  (whether oral or written) regarding any actual, alleged,
                  possible, or potential violation or breach of, or default
                  under, any WAPCO Contract. Each WAPCO Contract is in full
                  force and effect, and is valid, binding and enforceable in
                  accordance with its terms. True and complete copies of each
                  WAPCO Contract have been delivered or made available to Buyer.

                           (iii) Pursuant to Section 4.03 of that certain
                  Agreement of Sale and Purchase of an Undivided Interest in
                  TAPS, dated March 24, 2000, by and among Mobil Alaska Pipeline
                  Company ("MAPL") and WAPCO, WAPCO maintains an obligation to
                  collect and timely remit to MAPL monies associated with the
                  Dismantlement, Removal and Restoration ("DR&R") of TAPS
                  related to a DR&R indemnity from MAPL. Throughout its
                  ownership of the TAPS Interests, WAPCO has fulfilled its
                  obligations with respect to the collection and timely
                  remittance of the DR&R monies. There exists no claim, pending
                  or Threatened, by MAPL or the successors or affiliates of
                  MAPL, that WAPCO's DR&R collection and remittance obligations
                  are deficient. Further, to the Knowledge of Seller, there
                  exists no material breach of any of the provisions of the
                  March 24, 2000, Agreement of Sale



                                       14
<PAGE>


                  and Purchase of an Undivided Interest in TAPS on the part of
                  either party to that agreement, except as set forth on
                  Schedule 5(l)(ii).

                  (m) Finders' Fees. Except with respect to the fee owed to
         Lehman Brothers Inc., which fee shall be the sole obligation of, and be
         paid by, Seller or its Affiliates (other than WAPCO), there is no
         liability, contingent or otherwise, for investment bankers', brokers'
         or finders' fees relating to the transactions contemplated by this
         Agreement.

                  (n) Compliance with Laws and Court Orders. Except as set forth
         on Schedule 5(n), and except with respect to Environmental Matters
         (which is subject of separate representations in Section 5(u)) and
         Taxes (which is subject of separate representations in Section 5(v)),
         neither WAPCO nor, to the Knowledge of Seller, Alyeska is in violation
         of, and since June 30, 2000, neither WAPCO nor, to the Knowledge of
         Seller, Alyeska has violated, and neither WAPCO nor, to the Knowledge
         of Seller, Alyeska is under investigation with respect to, or has been
         Threatened to be charged with or given notice of any violation of, any
         applicable law, rule, regulation, judgment, injunction, order or decree
         that would have a Material Adverse Effect on WAPCO.

                  (o)      Properties.

                           (i) WAPCO has good, valid and marketable title to, or
                  in the case of leased property and assets, has valid leasehold
                  interests in, all property and assets (whether real, personal,
                  tangible or intangible) reflected on the Balance Sheet or
                  acquired after June 30, 2003, except for properties and assets
                  sold since June 30, 2003 in the Ordinary Course of Business.
                  None of such property or assets is subject to any Lien, except
                  the WAPCO Permitted Liens and the TAPS Permitted Liens.

                           (ii) There are no developments affecting any such
                  property or assets pending or Threatened, which might
                  materially detract from the value, materially interfere with
                  any present use or materially adversely affect the
                  marketability of any such property or assets.

                           (iii) All leases of such real property and personal
                  property are in good standing and are valid, binding and
                  enforceable in accordance with their respective terms and
                  there does not exist under any such lease any default or any
                  event which with notice or lapse of time or both would
                  constitute a default.

                           (iv) The property and assets owned or leased by
                  WAPCO, or which they otherwise have the right to use,
                  constitute all of the property and assets used or held for use
                  in connection with the businesses of WAPCO and are adequate to
                  conduct such businesses as currently conducted.

                  (p) Intellectual Property.



                                       15
<PAGE>


                           (i) The Intellectual Property listed on Schedule 5(p)
                  constitutes all the Intellectual Property necessary for, or
                  used or held for use in, the conduct of the business of WAPCO
                  during the previous twelve (12) months and as currently
                  conducted. Except with regards to the Intellectual Property
                  that is included in the Excluded Items, there exist no
                  restrictions on the disclosure, use or transfer of the
                  Intellectual Property and the consummation of the transactions
                  contemplated by this Agreement will not alter, impair or
                  extinguish any such Intellectual Property.

                           (ii) WAPCO has not infringed, misappropriated or
                  otherwise violated any Intellectual Property of any third
                  person. There is no Action or Proceeding pending against, or,
                  to the Knowledge of Seller, Threatened against or affecting,
                  WAPCO or any present or former officer or director of WAPCO
                  (A) based upon, or challenging or seeking to deny or restrict,
                  the rights of WAPCO in any of the Intellectual Property, (B)
                  alleging that the use of the Intellectual Property or any
                  services provided, processes used or products manufactured,
                  used, imported or sold by WAPCO do or may conflict with,
                  misappropriate, infringe or otherwise violate any intellectual
                  property of any third party or (C) alleging that WAPCO has
                  infringed, misappropriated or otherwise violated any
                  intellectual property of any third party.

                           (iii) None of the Intellectual Property material to
                  the operation of the business of WAPCO has been adjudged
                  invalid or unenforceable in whole or part, and, to the
                  Knowledge of Seller, all such Intellectual Property is valid
                  and enforceable.

                  (q) Insurance Coverage. Schedule 5(q) contains a summary
         schedule of all insurance policies and surety bonds relating to the
         assets, business, operations, officers or directors of WAPCO. At the
         Effective Time, all such insurance policies shall remain with Williams
         Guarantor and coverage for WAPCO shall terminate under such insurance
         policies. There is no claim by WAPCO pending under any of such policies
         or bonds as to which coverage has been questioned, denied or disputed
         by the underwriters of such policies or bonds or in respect of which
         such underwriters have reserved their rights. All premiums payable
         under all such policies and bonds have been timely paid and WAPCO has
         otherwise complied fully with the terms and conditions of all such
         policies and bonds. Such policies of insurance and bonds (or other
         policies and bonds providing substantially similar insurance coverage)
         have been in effect since July 1, 2000 and remain in full force and
         effect. Such policies and bonds are of the type and in amounts
         customarily carried by Persons conducting businesses similar to those
         of WAPCO. There is not any Threatened termination of, premium increase
         with respect to, or material alteration of coverage under, any of such
         policies or bonds.

                  (r) Permits. Schedule 5(r) correctly describes each Permit
         together with the name of the Governmental Authority issuing such
         Permit. Except as set forth on Schedule 5(r), (i) the Permits are valid
         and in full force and effect, (ii) WAPCO is not in default under, and
         no condition exists that with notice or lapse of time or both would
         constitute a default under, the Permits and (iii) none of the Permits
         will be terminated or impaired or become terminable, in



                                       16
<PAGE>


         whole or in part, as a result of the transactions contemplated hereby.

                  (s) No Employees. WAPCO does not have and has never had any
         employees.

                  (t) No Employee Benefit Plans. WAPCO has never maintained,
         administered or contributed to an "employee benefit plan," as defined
         in Section 3(3) of ERISA and neither WAPCO nor any ERISA Affiliate has
         any liability under any "employee benefit plan." None of WAPCO, any
         ERISA Affiliate and any predecessor thereof sponsors, maintains or
         contributes to, or has in the past sponsored, maintained or contributed
         to, any employee benefit plan subject to Title IV of ERISA. None of
         WAPCO, any ERISA Affiliate of WAPCO and any predecessor thereof
         contributes to, or has in the past contributed to, any multiemployer
         plan, as defined in Section 3(37) of ERISA.

                  (u) Environmental Matters. Except as disclosed on Schedule
         5(u):

                           (i) no notice, notification, demand, request for
                   information, citation, summons or order has been received, no
                   complaint has been filed, no penalty has been assessed and no
                   Action is pending or Threatened by any Governmental Authority
                   or other Person naming WAPCO or, to Seller's Knowledge,
                   Alyeska and relating to or arising out of any Environmental
                   Law;

                           (ii) to the Knowledge of Seller, there are no
                   liabilities of or relating to WAPCO or Alyeska of any kind
                   whatsoever, whether accrued, contingent, absolute,
                   determined, determinable or otherwise, arising under or
                   relating to any Environmental Law, and there are no facts,
                   conditions, situations or set of circumstances which could
                   reasonably be expected to result in or be the basis for any
                   such liability;

                           (iii) to the Knowledge of Seller, no incinerator,
                   sump, surface impoundment, lagoon, landfill, septic,
                   wastewater treatment or other disposal system or underground
                   storage tank (active or inactive) is or has been present at,
                   on or under any property now or previously owned, leased or
                   operated by WAPCO or Alyeska;

                           (iv) to the Knowledge of Seller, no Hazardous
                   Substance has been discharged, disposed of, dumped, injected,
                   pumped, deposited, spilled, leaked, emitted or released at,
                   on or under any property now or previously owned, leased or
                   operated by WAPCO or Alyeska;

                           (v) to the Knowledge of Seller, no property now or
                   previously owned, leased or operated by WAPCO or Alyeska or
                   any property to which WAPCO or Alyeska has, directly or
                   indirectly, transported or arranged for the transportation of
                   any Hazardous Substances is listed or proposed for listing,
                   on the National Priorities List promulgated pursuant to
                   CERCLA, on CERCLIS (as defined in CERCLA) or on any similar
                   federal, state or foreign list of sites requiring
                   investigation or clean-up;



                                       17
<PAGE>


                           (vi) to the Knowledge of Seller, each of WAPCO and
                   Alyeska is in compliance with all Environmental Laws and has
                   obtained and is in compliance with all environmental Permits;
                   such environmental Permits are valid and in full force and
                   effect and will not be terminated or impaired or become
                   terminable, in whole or in part, as a result of the
                   transactions contemplated hereby;

                           (vii) to the Knowledge of Seller, there has been no
                   environmental investigation, study, audit, test, review or
                   other analysis conducted in relation to the current or prior
                   business of WAPCO or Alyeska or any property or facility now
                   or previously owned, leased or operated by WAPCO or Alyeska
                   which has not been delivered to Buyer at least ten days prior
                   to the date hereof; and

                           (viii) WAPCO does not own, lease or operate and has
                   not owned, leased or operated any property or conducted any
                   operations in any state other than Alaska.

                  (v)      Tax Matters.  Except as set forth in Schedule 5(v):

                           (i) WAPCO has timely filed (or has had filed on its
                  behalf) all Tax Returns required to be filed that relate in
                  any way to WAPCO's assets and has timely paid all Taxes due,
                  whether reflected on such Tax Returns or under any assessment,
                  as applicable, before the date of this Agreement, and all such
                  Tax Returns are true, complete, and accurate;

                           (ii) there is no Action, audit, written claim or
                  assessment pending or Threatened, with respect to such Tax
                  Returns or Taxes the non-payment of which could give rise to a
                  Lien upon, or otherwise could adversely affect, any of WAPCO's
                  assets or the use thereof or could cause Buyer to incur any
                  liability or obligation;

                           (iii) WAPCO has not received written notice of any
                  assessment of any Taxes;

                           (iv) there is not in force any waiver of any statute
                  of limitations in respect to Tax Returns or Taxes, or any
                  outstanding request for such a waiver;

                           (v) there is not in force any extension of time for
                  the assessment or payment of any Taxes or the filing of any
                  Tax Return;

                           (vi) there are no Liens with respect to Taxes upon
                  WAPCO's assets, except for Liens for Taxes not yet due;

                           (vii) WAPCO has withheld and paid all Taxes required
                  to have been withheld and paid in connection with amounts paid
                  or owing to any employee, independent contractor, creditor,
                  stockholder, or other third party and all Forms W-2



                                       18
<PAGE>


                  and 1099 required with respect thereto have been properly
                  completed and timely filed;

                           (viii) WAPCO is not a party to any Tax allocation or
                  sharing agreement;

                           (ix) Seller formed WAPCO as a single member limited
                  liability company and WAPCO since its formation has been a
                  single member limited liability company;

                           (x) WAPCO has not made an election to be treated as a
                  corporation for federal or state income tax purposes;

                           (xi) WAPCO has not received any assets pursuant to
                  any transaction that would be treated as anything other than a
                  conveyance of assets for cash consideration for United States
                  federal income tax purposes or other state law purposes;

                           (xii) WAPCO is not liable for, and has not had
                  asserted against it, any liability or obligation for the Taxes
                  of any Person under Treasury Regulation Section 1.1502-6 (or
                  any similar provision of state, local or foreign Legal
                  Requirements), as a transferee or successor, by contract or
                  otherwise;

                           (xiii) WAPCO has not distributed the stock of another
                  Person, nor has WAPCO had its stock distributed by another
                  Person, in a transaction that was purported or intended to be
                  governed in whole or in part by Code section 355 or 361; and

                           (xiv) WAPCO is not a non-resident, alien, foreign
                  corporation, foreign partnership, foreign trust or foreign
                  estate (as those terms are defined in the Code and the rules
                  and regulations promulgated thereunder).

                  (w) Representations. To Seller's Knowledge, no representation,
         warranty or other statement made by Seller to Buyer in this Agreement
         or any statement, certificate or schedule furnished to Buyer pursuant
         to this Agreement contains any untrue statement of a material fact or
         omits to state a material fact that would make the statements contained
         therein misleading. Seller has no Knowledge of any fact that has
         specific application to Seller that may have a Material Adverse Effect
         that has not been set forth in this Agreement.

                  (x) No Bankruptcy Proceedings. There are no bankruptcy,
         reorganization or receivership proceedings pending or planned by
         Seller, WAPCO or any of their direct or indirect parents (including
         Williams Guarantor). Seller is not entering into this Agreement with
         the intent (whether actual or constructive) to hinder, delay, or
         defraud its present or future creditors.

                  (y) Alyeska. To Seller's Knowledge, (i) Alyeska is a
         corporation duly organized, validly existing and in good standing under
         the law of the State of Delaware; (ii) the authorized capital stock of
         Alyeska consists of 10,000 shares of common stock, par value



                                       19
<PAGE>


         $1.00 per share and all of the outstanding shares of capital stock of
         Alyeska have been duly authorized and validly issued and are fully paid
         and non-assessable and free of pre-emptive rights; (iii) Schedule
         5(y)(iii) contains a copy of the audited balance sheet of Alyeska
         (including the notes thereto) included as the 2002 Accounting to the
         Owners of TAPS (the "Alyeska Balance Sheet") and the Alyeska Balance
         Sheet presents fairly the financial condition of Alyeska as of the date
         thereof in accordance with GAAP; (iv) except as set forth in Schedule
         5(y)(iv) and except with regards to worker compensation Actions,
         Proceedings and claims, there are no Actions or Proceedings pending or
         Threatened against Alyeska or against TAPS, at law or in equity, or
         before any arbitrator of any kind, or before or by any Governmental
         Authority; nor is there any existing ground in which any such Action or
         Proceeding could be commenced with any reasonable likelihood of
         success; (v) except as disclosed in the Alyeska Balance Sheet, and
         except for current liabilities incurred in the Ordinary Course of
         Business since the date of the Alyeska Balance Sheet, Alyeska does not
         have any liabilities or obligations of any nature that would have a
         Material Adverse Effect on Alyeska or its business; (vi) Alyeska has
         filed all tax returns that it was required to file with respect to TAPS
         or any of the TAPS Owners, and has paid all taxes shown thereon as
         owing; and (vii) Alyeska has maintained, repaired and operated TAPS and
         the TAPS Interests in substantial compliance with all TAPS-related
         Federal and state rights of way, leases and easements and with all
         applicable laws and regulations applicable to TAPS and its business
         (including, without limitation, any Environmental Laws).

                  (z) DISCLAIMER. EXCEPT AS AND TO THE EXTENT SET FORTH IN THIS
         AGREEMENT AND THE OTHER AGREEMENTS, DOCUMENTS AND INSTRUMENTS EXECUTED
         AND DELIVERED IN CONNECTION WITH THIS AGREEMENT, SELLER DOES NOT MAKE
         ANY OTHER REPRESENTATIONS OR WARRANTIES, AND DISCLAIMS ALL LIABILITY
         AND RESPONSIBILITY FOR ANY SUCH OTHER REPRESENTATION, WARRANTY,
         STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO
         BUYER.

         6. Williams Guarantor's Representations and Warranties. Williams
Guarantor represents and warrants to Buyer as of the date hereof, as of the
Closing Date and as of the Effective Time as follows:

                  (a) Organization and Good Standing. Williams Guarantor is a
         corporation duly organized, validly existing in good standing under the
         laws of the State of Delaware and is in good standing as a corporation
         in all jurisdictions where the nature of its properties or business
         requires it.

                  (b) Authority and Binding Obligation. Williams Guarantor has
         full corporate power and authority to execute and deliver this
         Agreement and the Williams Guaranty, to perform its obligations under
         this Agreement and the Williams Guaranty and to consummate the
         transactions contemplated in this Agreement and the Williams Guaranty.
         The execution, delivery, and performance of this Agreement and the
         Williams Guaranty by Williams Guarantor have been duly and validly
         authorized by all necessary corporate, shareholder and other action and
         no further corporate, shareholder or other action is necessary on the
         part of Williams Guarantor to execute and deliver this Agreement and
         the Williams Guaranty and to perform its obligations hereunder and
         thereunder and to consummate the transactions




                                       20
<PAGE>


         contemplated by this Agreement and the Williams Guaranty. This
         Agreement and the Williams Guaranty constitute legal, valid and binding
         obligations of Williams Guarantor enforceable against Williams
         Guarantor in accordance with its terms, except as the enforceability
         thereof may be limited by bankruptcy, insolvency, reorganization,
         moratorium or other similar laws affecting creditors' rights generally
         and general principles of equity (regardless of whether enforceability
         is considered in a proceeding at law or equity).

                  (c) No Consent Required; Noncontravention. Except as specified
         on Schedule 6(c):

                                    (i) no consent, approval or other action
                  with, or to, any Governmental Authority or other Person is
                  required in connection with the execution, delivery and
                  performance by Williams Guarantor of this Agreement or the
                  Williams Guaranty; and

                                    (ii) neither the execution and delivery of
                  this Agreement or the Williams Guaranty by Williams Guarantor,
                  nor the consummation of the transactions contemplated hereby
                  or thereby will (A) violate, conflict with or result in the
                  breach of any provision of the certificate of incorporation or
                  by-laws of Williams Guarantor; (B) result in a violation of or
                  conflict with any Legal Requirement or Governmental Action
                  applicable to or affecting Williams Guarantor or any of its
                  assets or properties; (C) result in any breach of, or a
                  maturity under, or constitute a default (or event which with
                  the giving of notice or lapse of time, or both, would become a
                  default) under, require any consent, approval or other action
                  under, or result in, or give to others any rights of,
                  termination, amendment or acceleration of any material
                  contract, right or obligation of Williams Guarantor or to a
                  loss of any benefit to which Williams Guarantor is entitled
                  under any provision of any agreement or other instrument
                  binding on Williams Guarantor; (D) give any Person the right
                  or option to purchase the WAPCO Interests or any of the equity
                  of, or interest in, WAPCO; or (E) result in the creation of
                  any Lien on the WAPCO Interests or any of the equity of, or
                  interest in, WAPCO, other than the WAPCO Permitted Liens.

                  (d) Litigation. Except as specified on Schedule 6(d), there
         are no Actions pending or, to the knowledge of Williams Guarantor,
         threatened or anticipated by any Person against or affecting Williams
         Guarantor by or before any arbitrator or Governmental Authority that
         (i) questions the validity or enforceability of the Williams Guaranty
         or this Agreement or (ii) which could prohibit, limit, or delay the
         consummation of the transactions contemplated by this Agreement and the
         Williams Guaranty.

                  (e) Actions and Proceedings. Except as specified on Schedule
         6(e), no Action is pending or, to the knowledge of Williams Guarantor,
         threatened before any arbitrator or administrator or Governmental
         Authority to delay, impair, restrain, limit, enjoin or prohibit, or to
         obtain damages, a discovery order or other relief in connection with
         this Agreement, or the Williams Guaranty or any of the transactions
         contemplated hereby or thereby.



                                       21
<PAGE>
                  (f) Financial Capacity; Future Performance. Williams Guarantor
         has and will have the financial capacity to guaranty Seller's payments
         and performance under the Agreement. Except as described in its filings
         with the Securities Exchange Commission pursuant to the Securities
         Exchange Act of 1934, Williams Guarantor is not aware of any facts or
         circumstances that now or in the future would have a Material Adverse
         Effect on its financial condition, results of operations, business,
         properties, assets, or liabilities. Williams Guarantor is solvent, is
         not in the hands of a receiver, nor is any receivership pending, and no
         proceedings are planned or pending by or against it for bankruptcy or
         reorganization in any state or federal court.

                  (g) Other Indebtedness. Schedule 6(g) contains a complete list
         of bonds, letters of credit and guaranties issued by Williams Guarantor
         affecting WAPCO's assets.

                  (h) DISCLAIMER. EXCEPT AS AND TO THE EXTENT SET FORTH IN THIS
         AGREEMENT, WILLIAMS GUARANTY AND THE OTHER DOCUMENTS AND INSTRUMENTS
         DELIVERED IN CONNECTION WITH THIS AGREEMENT, WILLIAMS GUARANTOR MAKES
         NO OTHER REPRESENTATIONS OR WARRANTIES, AND DISCLAIMS ALL LIABILITY AND
         RESPONSIBILITY FOR ANY SUCH OTHER REPRESENTATION, WARRANTY, STATEMENT
         OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO BUYER.

         7. Buyer's Representations and Warranties. Buyer represents and
warrants to Seller and Williams Guarantor as of the date hereof, as of the
Closing Date and as of the Effective Time as follows:

                  (a) Organization and Power. Buyer is a limited liability
         company, duly organized, validly existing, and in good standing under
         the laws of the State of Alaska. Buyer has all requisite power and
         authority to own, lease and operate its properties and assets and to
         conduct its business as now conducted. A true, complete and correct
         copy of the limited liability company agreement of Buyer, as in effect
         on the date hereof, including all amendments thereto, has heretofore
         been delivered to Seller.

                  (b) Authorization. Buyer has the requisite power and authority
         to execute and deliver, and has taken all requisite action required for
         the execution and delivery of this Agreement and the other agreements,
         documents and instruments to be executed and delivered by Buyer in
         connection with this Agreement and the consummation of the transactions
         contemplated hereby and thereby, and no other action is necessary by
         Buyer, its board of directors, or its members, to authorize the
         execution and delivery by Buyer of this Agreement and such other
         agreements, documents and instruments and the consummation of the
         transactions contemplated hereby and thereby. This Agreement has been
         duly executed and delivered by Buyer and constitutes, and when executed
         and delivered, each of the other agreements, documents and instruments
         to be executed and delivered by Buyer in connection with this Agreement
         will constitute, the legal, valid, and binding obligation of Buyer,
         enforceable against Buyer in accordance with its terms, except as such
         enforceability may be limited by applicable bankruptcy, insolvency and
         other laws affecting the rights of creditors and except in respect of
         equitable remedies.



                                       22
<PAGE>


                  (c) Governmental Consents. The execution, delivery and
         performance by Buyer of this Agreement and the consummation of the
         transactions contemplated hereby require no action by or in respect of,
         or filing with, any governmental body, agency or official other than
         compliance with (i) any applicable requirements of the HSR Act, (ii)
         any applicable requirements of the Federal Energy Regulatory
         Commission, (iii) any applicable requirements of the Regulatory
         Commission of Alaska, (iv) any applicable requirements of the Secretary
         of the Interior, (v) any applicable requirements of the Alaska
         Department of Natural Resources, and (vi) the matters disclosed on
         Schedule 7(c).

                  (d) No Consent Required; Noncontravention. The execution,
         delivery and performance by Buyer of this Agreement and the
         consummation of the transactions contemplated hereby do not and will
         not, directly or indirectly, with or without notice or lapse of time:
         (i) result in a violation of any provision of the governing documents
         of Buyer; (ii) assuming compliance with the matters referred to in
         Section 7(c), violate any applicable law, rule, regulation, judgment,
         injunction, order or decree; or (iii) result in a violation of, or give
         any Governmental Authority or other person the right to challenge the
         transactions contemplated hereby or to exercise any remedy or obtain
         any relief under, any legal requirement or any order to which Buyer, or
         any assets owned or used by Buyer, may be subject in a manner that
         would adversely affect Buyer's ability to perform its obligations under
         this Agreement

                  (e) Litigation. There is no pending action, suit,
         investigation, arbitration or other proceeding before any court,
         arbitrator or any Governmental Authority, agency or official by,
         against or affecting Buyer that challenges the validity or
         enforceability of this Agreement or any other document, instrument or
         agreement to be executed and delivered by Buyer in connection with the
         transactions contemplated hereby, or that may have the effect of
         preventing, delaying, making illegal, or otherwise interfering with,
         the transactions contemplated hereby. To the knowledge of Buyer, (i) no
         such proceeding has been threatened, and (ii) no event has occurred or
         circumstance exists that may give rise to or serve as a basis for the
         commencement of any such proceeding.

                  (f) Finders' Fees. There is no investment banker, broker,
         finder or other intermediary who has been retained by or is authorized
         to act on behalf of Buyer who might be entitled to any fee or
         commission from Seller or any of its Affiliates upon consummation of
         the transactions contemplated by this Agreement.

                  (g) Purchase for Investment. Buyer is acquiring the WAPCO
         Interests for Buyer's own account, for investment purposes and not with
         a view to, or for sale in connection with, any distribution of such
         securities or any part thereof in violation of federal or state
         securities laws. Buyer acknowledges that the WAPCO Interests constitute
         "restricted securities" within the meaning of the Securities Act of
         1933, as amended (the "Securities Act") by reason of their issuance in
         a transaction exempt from registration under the Securities Act, and
         that the WAPCO Interests may only be transferred pursuant to an
         effective registration statement under the Securities Act and
         qualification or registration




                                       23
<PAGE>


         under applicable state securities laws, or an exemption therefrom.
         Buyer acknowledges that there is no public market for the WAPCO
         Interests and has not been given and is not relying on any assurances
         that such a public market will ever exist, and thus Buyer may be
         required to hold the WAPCO Interests indefinitely.

                  (h) Accredited Investor. Buyer is an "accredited investor" as
         that term is defined in Rule 501(a) of Regulation D promulgated under
         the Securities Act, is capable of evaluating the merits and risks of an
         investment in securities of privately held companies such as WAPCO and
         can bear to lose its entire investment in the WAPCO Interests.

                  (i) NO OTHER REPRESENTATIONS. EXCEPT AS AND TO THE EXTENT SET
         FORTH IN THIS AGREEMENT AND THE OTHER AGREEMENTS, DOCUMENTS AND
         INSTRUMENTS DELIVERED IN CONNECTION WITH THIS AGREEMENT, BUYER DOES NOT
         MAKE ANY OTHER REPRESENTATIONS AND WARRANTIES.

         8A.      Covenants of Seller.

                  Seller agrees that:

                  (a) Conduct of the Company. Except as specifically
         contemplated in this Agreement or upon obtaining Buyer's prior written
         consent, from the date of this Agreement until the Effective Time:

                           (i) Seller shall cause WAPCO to conduct its business,
                  and own and maintain the TAPS Interests, only in the Ordinary
                  Course of Business;

                           (ii) Seller shall not cause or allow WAPCO to (A)
                  amend its operating agreement; (B) issue, sell or agree to
                  issue or sell any securities or any rights, options or
                  warrants to acquire its interests, or securities convertible
                  into or exchangeable or exercisable for securities; (D) merge
                  or consolidate with, or transfer all or substantially all of
                  its assets to, another business entity; or (E) liquidate, wind
                  up or dissolve (or suffer any liquidation or dissolution);

                           (iii) Seller shall not cause or allow WAPCO to (A)
                  acquire any corporation, partnership or other business entity
                  or any interest therein or acquire a material amount of
                  assets; (B) sell, lease or sublease, transfer or otherwise
                  dispose of any of any of its assets (other than in the
                  Ordinary Course of Business); (C) make any loan, advance or
                  capital contribution to, or investment in, any Person; or (D)
                  mortgage, pledge, or otherwise encumber any of its assets;

                           (iv) Seller shall not cause or allow WAPCO to (A)
                  incur any indebtedness for borrowed money; (B) incur any other
                  material obligation or liability; or (C) assume, endorse,
                  guarantee or otherwise become liable or responsible for the
                  liabilities or obligations of any Person or its Affiliates;



                                       24
<PAGE>


                           (v) Seller shall cause WAPCO to keep and maintain
                  accurate books, records and accounts in accordance with GAAP,
                  and will not change the accounting principles used by it
                  unless required by Legal Requirement or GAAP;

                           (vi) Seller shall not and shall not cause or allow
                  WAPCO to create, incur or assume any Lien on the WAPCO
                  Interests, except for the WAPCO Permitted Liens incurred in
                  the Ordinary Course of Business;

                           (vii) Seller shall cause WAPCO to (A) pay or accrue
                  all Taxes and other governmental charges imposed upon any of
                  its assets or with respect to its franchises, business, income
                  or assets before any penalty or interest accrues thereon; (B)
                  pay all claims (including claims for labor, services,
                  materials and supplies) that have become due and payable and
                  which by Legal Requirements have or may become a Lien upon any
                  of its assets prior to the time when any penalty or fine shall
                  be incurred with respect thereto or any such Lien shall be
                  imposed thereon; and (C) comply in all material respects with
                  the requirements of all applicable Legal Requirements, rules,
                  regulations and orders of any Governmental Authority, and
                  comply with and enforce the provisions of all material
                  contracts to which it is a party, including paying when due
                  all rentals, royalties, expenses and other liabilities
                  relating to its business or assets; provided, however, that
                  WAPCO may contest the imposition of any such Taxes,
                  assessments and other governmental charges, any such claim, or
                  the requirements of any applicable Legal Requirement, rule,
                  regulation or order or any material contract if done so in
                  good faith by appropriate proceedings and if adequate reserves
                  are established in accordance with GAAP and as may be
                  determined as sufficient by WAPCO;

                           (viii) Seller shall cause WAPCO to preserve and keep
                  in full force and effect its legal existence and material
                  rights and franchises and to preserve intact its relationships
                  with third parties and to keep available the services of its
                  present officers and directors;

                           (ix) Seller shall not and shall not cause or allow
                  WAPCO to enter into any additional contracts, agreements,
                  leases, licenses, commitments, sale or purchase orders that
                  affect WAPCO's assets and are performable after the Effective
                  Time (other than in the Ordinary Course of Business);

                           (x) Seller shall not and shall not cause or allow
                  WAPCO to modify, change, amend, waive, release, grant, close
                  out, or transfer any rights under any contract (collectively,
                  "Modifications"), except non-material Modifications in the
                  Ordinary Course of Business;

                           (xi) Seller shall not and shall not cause or allow
                  WAPCO to settle or compromise any material claims or
                  litigation, without the express written consent of Buyer;



                                       25
<PAGE>


                           (xii) Seller shall not and shall not cause or allow
                  WAPCO to enter into an agreement, contract, commitment or
                  arrangement to do any of the foregoing; and

                           (xiii) Seller will not, and will not permit WAPCO to
                  (i) take or agree or commit to take any action that would make
                  any representation or warranty of Seller hereunder inaccurate
                  in any respect at, or as of any time prior to, the Effective
                  Time or (ii) omit or agree or commit to omit to take any
                  action necessary to prevent any such representation or
                  warranty from being inaccurate in any respect at any such
                  time.

                  (b) Interim Access to Information. From the date hereof until
         the Effective Time, Seller will (i) give, and will cause WAPCO to give,
         Buyer, its counsel, advisors, auditors and other authorized
         representatives full access to the offices, properties, books and
         records of WAPCO and to the books and records of Seller relating to
         WAPCO, (ii) furnish, and will cause WAPCO to furnish, to Buyer, its
         counsel, financial advisors, auditors and other authorized
         representatives such financial and operating data and other information
         relating to WAPCO as such Persons may reasonably request and (iii)
         instruct the counsel and financial advisors of Seller and WAPCO to
         cooperate with Buyer in its investigation of WAPCO. Any investigation
         pursuant to this Section shall be conducted in such manner as not to
         interfere unreasonably with the conduct of the business of Seller or
         WAPCO. No investigation by Buyer or other information received by Buyer
         shall operate as a waiver or otherwise affect any representation,
         warranty or agreement given or made by Seller hereunder. Seller shall
         have the right to have a representative present at all times of any
         such inspections, interviews and examinations conducted at or on the
         offices or other facilities or properties of Seller. Buyer shall be
         responsible for its own costs and expenses in connection with these
         activities. Additionally, the information, reports, records and all
         other information provided to Buyer pursuant to this Section will be
         deemed to be "Confidential Information" for purposes of the
         Confidentiality Agreement and as appropriate Highly Sensitive
         Information as provided in the confidentiality acknowledgement between
         WAPCO and Koch Pipeline Company, L.P. dated October 8, 2003. Buyer,
         however, shall not be entitled to access to any materials containing
         privileged communications. Buyer expressly acknowledges that nothing in
         this Section is intended to give rise to any contingency to Buyer's
         obligations to proceed with the transactions contemplated herein. Buyer
         shall defend, indemnify and hold harmless Seller, its Affiliates and
         their officers, directors, employees and agents from and against all
         losses, claims, demands, lawsuits, judgments, costs, expenses
         (including reasonable attorney's fees) and other liabilities arising
         out of personal injury or death suffered by Buyer's or Seller's or its
         Affiliates' employees or contractors to the extent caused by Buyer or
         its employees or agents during inspection of WAPCO's assets under this
         Section.

                  (c) Confidentiality. After the Effective Time, Seller and its
         Affiliates will hold, and will use their best efforts to cause their
         respective officers, directors, employees, accountants, counsel,
         consultants, advisors and agents to hold, in confidence, unless
         compelled to disclose by judicial or administrative process or by other
         requirements of law, all confidential documents and information
         concerning WAPCO, except to the extent that such information can be
         shown to have been (i) previously known on a nonconfidential basis



                                       26
<PAGE>


         by Seller, (ii) in the public domain through no fault of Seller or its
         Affiliates or (iii) later lawfully acquired or developed by Seller from
         sources other than those related to its prior ownership of WAPCO. The
         obligation of Seller and its Affiliates to hold any such information in
         confidence shall be satisfied if they exercise the same care with
         respect to such information as they would take to preserve the
         confidentiality of their own similar information.

                  (d) Notices of Certain Events. Seller shall promptly notify
         Buyer of:

                           (i) any notice or other communication from any Person
                  alleging that the consent of such Person is or may be required
                  in connection with the transactions contemplated by this
                  Agreement;

                           (ii) any notice or other communication from any
                  Governmental Authority in connection with the transactions
                  contemplated by this Agreement; and

                           (iii) any actions, suits, claims, investigations or
                  proceedings commenced or Threatened against, relating to or
                  involving or otherwise affecting Seller or WAPCO that, if
                  pending on the date of this Agreement, would have been
                  required to have been disclosed pursuant to Section 5(j)(ii)
                  or that relate to the consummation of the transactions
                  contemplated by this Agreement.

                  (e) Resignations. Seller will deliver to Buyer the
         resignations of all officers and directors of WAPCO from their
         positions with WAPCO at or prior to the Effective Time.

                  (f) WAPCO Books and Records. Seller will at or prior to the
         Effective Time deliver to Buyer all books and records relating
         primarily to WAPCO's and the TAPS Interests' business accounting and
         legal matters. To the extent that any such books and records are in
         electronic form, or otherwise stored on a computer system or
         information network, Seller will cause such information to be delivered
         to Buyer in a format that is readable and searchable.

                  (g) Excluded Items. Prior to the Effective Time, Seller shall
         cause the Excluded Items to be assigned to or assumed by, as the case
         may be, one or more of Seller's Affiliates and, in connection with such
         assignment or assumption, all Liabilities of Seller with respect to
         such Excluded Items shall be assumed by an Affiliate of Seller.

8B.      Covenants of Buyer and Seller.

                  (a) Commercially Reasonable Efforts; HSR Filing. Subject to
         the terms and conditions of this Agreement, Buyer and Seller will use
         their commercially reasonable efforts to take or cause to be taken, all
         actions and to do, or cause to be done, all things necessary or
         desirable under applicable laws and regulations to consummate the
         transactions contemplated by this Agreement. In furtherance and not in
         limitation of the foregoing, Buyer and Seller agree, within fourteen
         (14) days of the date of this Agreement, to appropriately compile and



                                       27
<PAGE>


         file (or cause their respective "ultimate parent entity" to
         appropriately file) a Notification and Report Form pursuant to the HSR
         Act and any other applicable antitrust law with respect to the
         transactions contemplated hereby; provided, however, no party's
         obligations in connection with the foregoing shall require such party
         to take any action which is reasonably likely to result in a Material
         Adverse Effect with respect to such party, provided, further, under no
         circumstances shall Buyer or any of its Affiliates be required to hold
         separate (including in trust or otherwise) or divest or dispose of any
         of its businesses or assets (categories of assets) or waive any
         conditions to this Agreement or the other transactions contemplated by
         this Agreement, nor shall Buyer or any of its Affiliates be required to
         hold separate (including by trust or otherwise) or divest any assets.
         All HSR Act filing fees (excluding any attorneys' fees) shall be split
         equally by Buyer and Seller. Further, Buyer and Seller agree that
         except as required by the HSR Act, neither Buyer nor its Affiliates
         shall be required to disclose any information (financial or otherwise)
         not otherwise in the public domain to any third party.

                  (b) Public Announcements. Buyer and Seller agree that neither
         they nor any of their respective Affiliates shall issue any press
         release, respond to any press inquiry, or make any other public
         statement with respect to this Agreement or the transactions
         contemplated hereby without the prior approval of the other Party
         (which approval will not be unreasonably withheld, conditioned or
         delayed), except as may be required by applicable law; provided,
         however, that prior notice shall be required but prior approval shall
         not be required where such release or announcement is required by
         applicable law, securities regulations or stock exchange rules.

                  (c) Certain Filings. Prior to the Effective Time, Seller and
         Buyer shall cooperate with one another (i) in determining whether any
         action by or in respect of, or filing with, any Governmental Authority
         is required, or any actions, consents, approvals or waivers are
         required to be obtained from parties to any material contracts, in
         connection with the consummation of the transactions; contemplated by
         this Agreement and (ii) in taking such actions or making any such
         filings, furnishing information required in connection therewith and
         seeking timely to obtain any such actions, consents, approvals or
         waivers. Prior to the Effective Time, and after the Effective Time, to
         the extent necessary, Seller and Buyer shall cooperate with each other
         and use their reasonable best efforts to make such filings with the
         Federal Energy Regulatory Commission as are necessary to enable Buyer
         to adopt, as of the Effective Time, WAPCO's standard interstate tariff
         applicable to the TAPS Interests with respect to Buyer's ownership of
         the TAPS Interests. Prior to the Effective Time, Seller and Buyer shall
         also cooperate with one another and use their reasonable best efforts
         to transfer WAPCO's Certificate of Public Convenience to Buyer and to
         make any other filings with the Regulatory Commission of Alaska as are
         necessary to enable Buyer to adopt WAPCO's intrastate tariff applicable
         to the TAPS Interests and to own and hold such TAPS Interest. Seller
         and Buyer recognize that the transfers of the Federal and State
         Rights-of-Way associated with the TAPS Interests are subject to the
         prior written consent, respectively, of the Secretary of the Interior
         and Alaska Department of Natural Resources. Seller and Buyer agree to
         expeditiously file the necessary application and any requested
         supporting information and shall cooperate with each other and use
         commercially reasonable efforts to



                                       28
<PAGE>


         transfer to Buyer WAPCO's interests in the Federal and State
         Rights-of-Way associated with the TAPS interest.

                  (d) Control of Litigation. At the Effective Time, Buyer shall
         assume control of the litigation listed on Schedule 5(j)(ii) and shall
         have complete discretion and control over such litigation at Buyer's
         sole cost and expense. Seller shall cooperate with Buyer and its
         Affiliates in connection with the prosecution or defense of the matters
         set forth on Schedule 5(j)(ii) and shall take any actions reasonably
         requested by Buyer and its Affiliates relating to such prosecution or
         defense. Seller shall be entitled to be reimbursed for any reasonable
         out-of-pocket costs and expenses authorized in advance by and incurred
         in connection with assisting Buyer and its Affiliates in connection
         with this Section 8(d).

                  (e) Intercompany Accounts. All intercompany accounts between
         Seller or its Affiliates, on the one hand, and WAPCO, on the other
         hand, shall be zeroed at the Effective Time, irrespective of the terms
         of payment of such intercompany accounts.

                  (f) Sales and Transfer Taxes. Buyer shall be responsible for
         and agrees to pay when due all sales, use, value added, documentary,
         stamp, gross receipts, transfer, conveyance, excise, real estate
         recording and other similar Taxes and fees (collectively, "Transfer
         Taxes") arising out of the transfer of the WAPCO Interests by Seller
         and the other transactions contemplated herein. Buyer shall prepare and
         timely file all Tax Returns required to be filed in respect of Transfer
         Taxes, provided that Seller shall be permitted to prepare any such Tax
         Returns that are the primary responsibility of Seller under applicable
         law. Seller's preparation of any such Tax Returns shall be subject to
         Buyer's approval, which approval shall not be withheld unreasonably.

                  (g) Cooperation on Tax Matters. After the Effective Time,
         Seller will cooperate with Buyer, and Buyer will cooperate with Seller,
         to the extent necessary in the preparation of all Tax Returns and will
         provide (or cause to be provided) any records and other information the
         other so reasonably requests and will provide the cooperation of its
         employees and auditors. Seller will reasonably cooperate with Buyer and
         Buyer will reasonably cooperate with Seller in connection with any Tax
         investigation, audit or other Proceeding.

                  (h) Post Effective Time Access. On and after the Effective
         Time, each Party will promptly afford to other Party and its agents
         reasonable access to its books of account, financial and other records
         (including, without limitation, accountant's work papers), information,
         employees and auditors to the extent necessary or useful for such Party
         in connection with any audit, investigation, dispute or litigation or
         any other reasonable business purpose relating to WAPCO; provided that
         any such access by such Party shall not unreasonably interfere with the
         conduct of the business of the other Party. In addition, Williams
         Guarantor will promptly afford Buyer access to financial information of
         Williams Guarantor as reasonably requested by Buyer, provided that such
         financial information has been publicly disclosed.



                                       29
<PAGE>


                  (i) Change of WAPCO Name. Buyer shall cause WAPCO to change
         its name promptly after the Effective Time, but in no event later than
         30 days after the Effective Time, so that WAPCO's name does not contain
         the word "Williams."

                  (j) Letters of Credit and Guaranties. Within 30 days of the
         Effective Time, Seller will terminate the letters of credit and
         guaranties that are listed on Schedule 6(g) and Buyer shall assume all
         obligations to post or replace such letters of credit, surety bonds and
         guaranties as the counterparties thereto require and otherwise
         cooperate and assist with the termination of such letters of credit and
         guaranties.

                  (k) ExxonMobil Capacity Lease. Buyer, Seller and Williams
         Guarantor acknowledge that the Capacity Lease entered into by and
         between ExxonMobil Pipeline Company ("ExxonMobil"), as lessor, and
         WAPCO, as lessee, as described on Schedule 5(l) (the "ExxonMobil
         Capacity Lease"), is in dispute, and that WAPCO has claimed that
         ExxonMobil has breached the ExxonMobil Capacity Lease. As a result of
         such dispute, Seller, WAPCO and ExxonMobil are in settlement
         negotiations to settle their differences relative to the claimed
         breach. Buyer, Seller and Williams Guarantor make the following
         covenants:

                           (i) The ExxonMobil Capacity Lease is a Material
                  Contract and any settlement agreement memorializing the
                  settlement of claims arising out of the ExxonMobil Capacity
                  Lease would be a Material Contract. To that end, Seller and
                  Williams Guarantor agree not to carry on further settlement
                  negotiations with ExxonMobil without the knowledge, consent
                  and participation of Buyer.

                           (ii) If settlement negotiations regarding the
                  ExxonMobil Capacity Lease do not result in final settlement
                  that is acceptable to ExxonMobil, WAPCO and Buyer prior to the
                  Effective Time, then the ExxonMobil Capacity Lease shall
                  remain a Material Contract of WAPCO at the Effective Time.

                           (iii) If, at any time after the Effective Time,
                  WAPCO, Buyer, or an Affiliate of Buyer are or become parties
                  to an Action, Proceeding, or Governmental Action wherein the
                  ExxonMobil Capacity Lease is adjudicated, held or found to be
                  invalid, or to violate any law, statute, regulation,
                  ordinance, decree, contract, or right of any party, or to be
                  unenforceable such that Buyer is unable to enjoy the rights
                  afforded to WAPCO under the ExxonMobil Capacity Lease, then
                  Seller and/or Williams Guarantor shall refund to Buyer that
                  portion of the Purchase Price allotted to the value placed on
                  the ExxonMobil Capacity Lease by Seller and Buyer for purposes
                  of the transactions contemplated by this Agreement, such
                  amount being Ten Million Dollars ($10,000,000) (but such
                  amount not representing the total amount of potential recovery
                  under the ExxonMobil Capacity Lease); provided, however, that
                  the refund obligation referred to in this paragraph shall not
                  arise until such adjudication, holding or finding becomes
                  final and non-appealable as against WAPCO, Buyer, or Buyer's
                  Affiliate; and, provided further, that Buyer shall maintain a
                  duty to attempt to mitigate its losses in respect to the
                  ExxonMobil



                                       30
<PAGE>


                  Capacity Lease through reasonable means; and, provided
                  further, that any amounts collected by WAPCO, Buyer or Buyer's
                  Affiliates in respect to the ExxonMobil Capacity Lease shall
                  serve to offset the refund amount paid by Seller to Buyer
                  pursuant to this Section 8B(k)(iii). Any such refund shall not
                  be subject to the Minimum Indemnifiable Amount or WAPCO
                  Threshold or included in the calculation of the maximum amount
                  of indemnifiable Damages under Section 15 of this Agreement.

                           (iv) If, at any time after the Effective Time, WAPCO,
                  Buyer, or an Affiliate of Buyer fully and finally settle their
                  differences with ExxonMobil regarding the claims as to the
                  validity or enforceability of the ExxonMobil Capacity Lease,
                  then Buyer shall forego its right to the partial refund of the
                  Purchase Price, as outlined in Section 8B(k)(iii) above, and
                  Buyer shall have no remedy with respect to such refund or the
                  ExxonMobil Capacity Lease against Seller or Seller's
                  Affiliates, successors or assigns.

         9.       Conditions to Closing.

                  (a) Buyer's Conditions. Buyer's obligation to effect the
         transactions contemplated by this Agreement is subject to the
         satisfaction, or waiver (by Buyer), at or prior to the Closing Date of
         each of the following conditions:

                           (i) Each representation and warranty set forth in
                  Section 5 hereof must have been accurate and complete in all
                  material respects (except as to the representations and
                  warranties already qualified as to materiality, which must be
                  accurate and complete in all respects) on the date of this
                  Agreement and as of the Closing Date, as if made on the
                  Closing Date. Each representation and warranty set forth in
                  Section 6 hereof must have been accurate and complete in all
                  material respects (except as to the representations and
                  warranties already qualified as to materiality, which must be
                  accurate and complete in all respects) on the date of this
                  Agreement and as of the Closing Date, as if made on the
                  Closing Date.

                           (ii) Seller shall have performed and complied with
                  all covenants and agreements to be performed or complied with
                  at or prior to Closing (singularly or in the aggregate) in all
                  material respects. Williams Guarantor shall have performed and
                  complied with all of its covenants and agreements to be
                  performed or complied with at or prior to Closing (singularly
                  or in the aggregate) in all material respects.

                           (iii) Since the date of this Agreement there shall
                  have been no Material Adverse Change with respect to Seller,
                  Williams Guarantor or WAPCO.

                           (iv) The waiting period required by the HSR Act with
                  respect to the transactions contemplated hereby shall have
                  expired or been terminated.



                                       31


<PAGE>
                           (v) There shall have been no Governmental Action,
                  Action or Proceeding pending, Threatened, issued or in effect
                  (A) seeking to restrain or prohibit, or restraining or
                  prohibiting the transactions contemplated by this Agreement or
                  (B) seeking to cause or causing any of the transactions
                  contemplated by this Agreement to be rescinded following
                  consummation. There shall have been no Legal Requirement
                  enacted or promulgated, or proposed to be enacted or
                  promulgated, by any Governmental Authority of competent
                  jurisdiction which prohibits the consummation of the
                  transactions contemplated by this Agreement or makes such
                  transactions illegal or invalid.

                           (vi) Seller and Williams Guarantor shall have
                  delivered, or caused to be delivered to Buyer at the Closing,
                  each of the Closing deliveries described in Subsections 11(a)
                  and 11(b) hereof.

                           (vii) Buyer shall have received from Seller, in a
                  form reasonably satisfactory to Buyer, a statement satisfying
                  Buyer's obligations under Treasury Regulation Section
                  1.1445-2(b)(2).

                           (viii) There shall have been a waiver by all holders
                  of, or expiration of, the initial or any subsequent 45 day
                  period relating to the preferential purchase right in Section
                  7.2(a) of the TAPS Agreement. The parties agree that this
                  condition will be met upon: (A) receipt of notice from each of
                  the other owners of an interest in TAPS (the "TAPS Owners")
                  irrevocably stating that they will not exercise the right to
                  purchase the WAPCO Interests or any portion thereof, or
                  providing a waiver that would permit the transfer to occur
                  prior to any 45-day waiting period during which the TAPS
                  Owners have the right to exercise the preferential right to
                  purchase such interest, or (B) the passage of 45 days from the
                  date of notice to the TAPS Owners with no action by the TAPS
                  Owners.

                           (ix) Receipt of written approval of the transfers of
                  the Federal and State Rights-of-Way associated with the TAPS
                  Interests from the Secretary of the Interior and the Alaska
                  Department of Natural Resources; provided, however, that such
                  approval must be unconditional, except as to the closing of
                  the transactions contemplated by this Agreement and except as
                  to any requirement for the delivery of a performance or
                  financial guaranty from an Affiliate of Buyer up through Koch
                  Industries, Inc.; and, provided further, that the condition in
                  this Section 9(a)(ix) shall not be met if any such performance
                  or financial guaranty requirement also contains a requirement
                  that the guarantor of Buyer deliver, disclose or otherwise
                  provide to any Governmental Authority, or any other Person not
                  under strict terms of confidentiality, any non-public
                  financial records or information about any Affiliate of Buyer.

                           (x) The Regulatory Commission of Alaska shall have
                  issued an order approving the transfer of WAPCO's certificate
                  of authority and convenience to Buyer; provided, however, that
                  such approval must be unconditional, except as to the closing
                  of the transactions contemplated by this Agreement and except
                  as to any




                                       32
<PAGE>


                  requirement for the delivery of a performance or financial
                  guaranty from an Affiliate of Buyer up through Koch
                  Industries, Inc.; and, provided further, that the condition in
                  this Section 9(a)(x) shall not be met if any such performance
                  or financial guaranty requirement also contains a requirement
                  that the guarantor of Buyer deliver, disclose or otherwise
                  provide to any Governmental Authority, or any other Person not
                  under strict terms of confidentiality, any non-public
                  financial records or information about any Affiliate of Buyer.

                           (xi) The transactions contemplated by the Refinery
                  ASPA shall have been consummated by an Affiliate of Buyer or
                  Buyer in its sole discretion shall be satisfied that the
                  consummation of such transactions shall be taking place
                  simultaneously with the consummation of the transaction
                  contemplated by this Agreement.

                           (xii) Seller shall have delivered to Buyer agreements
                  between Seller and an Affiliate of Seller effective prior to
                  the Closing Date relating to the Excluded Items in
                  substantially the same form attached hereto as Exhibit A.

                           (xiii) Buyer's receipt of an opinion of outside
                  counsel chosen by Buyer (and reasonably acceptable to Seller)
                  that the DR&R indemnity provided to WAPCO by MAPL in the March
                  24, 2000 Agreement of Sale and Purchase of an Undivided
                  Interest in TAPS will continue to be in full force and effect
                  after the Effective Time.

                           (xiv) Buyer and Seller shall have entered into a
                  Transition Services Agreement in the form attached to this
                  Agreement as Exhibit B.

                  (b) Seller's Conditions. Seller's obligation to effect the
         transactions contemplated by this Agreement is subject to the
         satisfaction, or waiver (by Seller) at or prior to the Closing Date of
         each of the following conditions:

                           (i) The transactions contemplated by the Refinery
                  ASPA shall have been consummated by an Affiliate of Seller or
                  Seller in its sole discretion shall be satisfied that the
                  consummation of such transactions shall be taking place
                  simultaneously with the consummation of the transaction
                  contemplated by this Agreement.

                           (ii) Each representation and warranty set forth in
                  Section 7 hereof must have been accurate and complete in all
                  material respects (except as to the representations and
                  warranties already qualified as to materiality, which must be
                  accurate and complete in all respects) on the date of this
                  Agreement and as of the Closing Date.

                           (iii) Buyer shall have performed and complied with
                  all of its covenants and agreements to be performed or
                  complied with at or prior to Closing (singularly or in the
                  aggregate) in all material respects.



                                       33
<PAGE>

                           (iv) There shall have been no Governmental Action,
                  Action or Proceeding issued and in effect restraining or
                  prohibiting any of the transactions contemplated by this
                  Agreement.

                           (v) There shall have been no Legal Requirement
                  enacted or promulgated by any Governmental Authority of
                  competent jurisdiction which prohibits the consummation of the
                  transactions contemplated by this Agreement or makes such
                  transactions illegal or invalid.

                           (vi) The waiting period required by the HSR Act with
                  respect to the transactions contemplated hereby shall have
                  expired or been terminated.

                           (vii) Buyer shall have an issuer credit rating of at
                  least "A" from Standard & Poors and Moody's Investor Services
                  on the Closing Date, or shall have delivered Seller a written
                  guaranty of Buyer's obligations under this Agreement through
                  the Closing Date from an Affiliate with such credit rating or
                  better.

                           (viii) Buyer shall have delivered, or caused to be
                  delivered, to Seller at the Closing, the Closing deliveries
                  described in Subsection 11(c) hereof.

                           (ix) There shall have been a waiver by all holders
                  of, or expiration of, the initial or any subsequent 45 day
                  period relating to the preferential purchase right in Section
                  7.2(a) of the TAPS Agreement. The parties agree that this
                  condition will be met upon: (i) receipt of notice from each of
                  the other owners of an interest in TAPS (the "TAPS Owners")
                  irrevocably stating that they will not exercise the right to
                  purchase the WAPCO Interests or any portion thereof, or
                  providing a waiver that would permit the transfer to occur
                  prior to any 45-day waiting period during which the TAPS
                  Owners have the right to exercise the preferential right to
                  purchase such interest, or (ii) the passage of 45 days from
                  the date of notice to the TAPS Owners with no action by the
                  TAPS Owners.

                           (x) Receipt of written approval of the transfers of
                  the Federal and State Rights-of-Way associated with the TAPS
                  Interests from the Secretary of the Interior and the Alaska
                  Department of Natural Resources; provided, however, that such
                  approval must be unconditional, except as to the closing of
                  the transactions contemplated by this Agreement; and, provided
                  further, that the guaranty currently posted by Williams
                  Guarantor for the purpose of holding such interests in the
                  Federal and State Rights-of-Way is released as of the
                  Effective Time.

                           (xi) The Regulatory Commission of Alaska shall have
                  issued an order approving the transfer of WAPCO's certificate
                  of authority and convenience to Buyer; provided, however, that
                  such approval must be unconditional, except as to the closing
                  of the transactions contemplated by this Agreement; and,
                  provided further, that all guaranties currently posted by
                  Williams Guarantor for the purpose of holding such certificate
                  is released as of the Effective Time.



                                       34
<PAGE>

         10. Closing. Subject to the conditions stated in this Agreement, the
purchase and sale of the WAPCO Interests and the consummation of the other
transactions contemplated by this Agreement (the "Closing") will take place at
the offices of Seller on the last business day of the month in which all
conditions to Closing contained in Section 9 (other than those that by their
nature can only be satisfied at the Closing) have been satisfied or waived, or
at such other time and place as the Parties may mutually agree (the "Closing
Date").

         11. Actions at Closing. At the Closing, the following actions shall be
taken, each being deemed to occur simultaneously with all others:

                  (a) Seller shall deliver to Buyer the certificate representing
         the WAPCO Interests duly endorsed for transfer to Buyer effective as of
         the Effective Time. In addition, Seller shall deliver to Buyer such
         other documents as Buyer may reasonably require in form and substance
         reasonably acceptable to Buyer and Seller, including:

                           (i) a certificate of the Secretary or other
                  appropriate officer of Seller dated as of the Closing Date, in
                  form and substance reasonably satisfactory to Buyer: (A)
                  attaching a true and complete copy of the Limited Liability
                  Agreement of WAPCO and certifying there have been no
                  amendments thereto; (B) certifying that resolutions of the
                  Board of Directors of Seller authorize the execution and
                  performance of this Agreement, the ancillary agreements and
                  the consummation of the transactions contemplated hereby and
                  thereby and certifying that such resolutions have not been
                  rescinded or amended, are true and complete and in full force
                  and effect; (C) certifying that resolutions of (and, if any,
                  consents of) the members of Seller authorize the execution and
                  performance of this Agreement, all other ancillary agreements
                  and the consummation of the transactions contemplated hereby
                  and thereby and certifying that such resolutions have not been
                  amended or rescinded, are true and complete and in full force
                  and effect; and (D) certifying as to the incumbency of the
                  officers of Seller executing this Agreement and/or any related
                  agreement, and including specimen signatures;

                           (ii) an Officer's Certificate, substantially in the
                  form of Exhibit C, duly executed by a Responsible Officer of
                  Seller, to the effect that each condition specified in
                  Subsections 9(a), except those contained in Sections 9(a)(xi)
                  and 9(a)(xiii), has been satisfied;

                           (iii) such other certificates, instruments and
                  documents as may be called for under this Agreement or as
                  Buyer shall reasonably request.

                  (b) Williams Guarantor shall deliver, or cause to be
         delivered, unless waived by Buyer, the following to Buyer:

                           (i) a certificate of the Secretary or other
                  appropriate officer of Williams Guarantor, dated as of the
                  Closing Date, certifying: (A) that resolutions of the Board



                                       35
<PAGE>

                  of Directors of Williams Guarantor authorize execution and
                  performance of this Agreement and the Williams Guaranty and
                  certifying that such resolutions have not been rescinded or
                  amended, are true and complete and in full force and effect;
                  and (B) as to the incumbency of the officers of the Williams
                  Guarantor executing this Agreement and the Williams Guaranty
                  and any other related agreement, and including specimen
                  signatures;

                           (ii) a certificate of existence and good standing
                  issued by the State of Delaware issued as of a recent date by
                  the Secretary of the State of the State of Delaware, together
                  with a bring-down of such good standing as of the Closing
                  Date;

                           (iii) the performance guaranty in the form as
                  specified in Exhibit D (the "Williams Guaranty"); and

                           (iv) such other certificates and documents as may be
                  called for under this Agreement or as Buyer shall reasonably
                  request.

                  (c) Buyer shall pay to Seller the Closing Payment by direct
         bank or wire transfer to Seller's account as specified by Seller in
         writing at least two business days prior to the Closing. In addition,
         Buyer shall deliver to Seller such other documents as Seller may
         reasonably require in form and substance reasonably acceptable to Buyer
         and Seller, including:

                           (i) a certificate of the Secretary or other
                  appropriate officer of Buyer, dated the Closing Date, in form
                  and substance reasonably satisfactory to Seller certifying:
                  (A) that resolutions of the member of Buyer, or the Board of
                  Managers of the general partner of the member of Buyer
                  authorize the execution and performance of this Agreement and
                  the transactions contemplated hereby and certifying that they
                  have not been amended or rescinded, are true and complete and
                  in full force and effect; and (B) as to the incumbency of the
                  officers of Buyer executing this Agreement and/or any related
                  agreement and including specimen signatures;

                           (ii) an Officer's Certificate, substantially in the
                  form of Exhibit E, duly executed by a Responsible Officer of
                  Buyer, to the effect that each condition specified in
                  Subsection 9(b), except that contained in Section 9(b)(i), has
                  been satisfied;

                           (iii) if required by Subsection 9(b)(vii), a
                  performance guaranty of Flint Hills Resources, LLC in the form
                  specified in Exhibit F; and

                           (iv) such other certificates and documents as may be
                  called for under this Agreement or as Seller shall reasonably
                  request.



                                       36
<PAGE>

         12. Termination Rights. This Agreement may be terminated at any time
prior to the Closing Date:

                  (a) By written consent of the Parties and Williams Guarantor;

                  (b) By either Party, (i) if any TAPS Owner has purchased the
         WAPCO Interests or the TAPS Interests from Seller pursuant to such TAPS
         Owner's exercise of its preferential purchase right; (ii) after the
         termination of the Refinery ASPA; (iii) if the Closing has not occurred
         within twelve (12) months after the date hereof; provided, however,
         that the right to terminate this Agreement pursuant to this clause
         shall not be available to any Party whose breach of any representation
         or warranty or failure to perform any covenant or agreement under this
         Agreement has been the cause of or resulted in the failure of the
         Closing to occur on or before such date; or (iv) if any Governmental
         Authority shall have issued an order, decree or ruling or taken any
         other action permanently restraining, enjoining or otherwise
         prohibiting the Closing and such order, decree, ruling or other action
         shall have become final and nonappealable; provided, however, that the
         right to terminate this Agreement pursuant to this clause shall not be
         available to any Party until such Party has used all reasonable efforts
         to remove such injunction, order, decree or ruling; or

                  (c) By either Buyer on the one hand, or Seller on the other
         hand, if a material breach of any provision of this Agreement has been
         committed by the other Party or any of its Affiliates and such breach
         is not cured within a period of twenty (20) days following written
         notice thereof.

         13. Effect of Termination. If this Agreement is terminated by a Party
pursuant to the provisions of Section 12, this Agreement shall forthwith become
void except for, and there shall be no further obligation under this Agreement
on the part of any party except the obligations of Buyer relating to
"Confidential Information" in Section 8A(b) and except pursuant to the
provisions of Sections 5(m), 13, 17 and 21 (which shall continue pursuant to
their terms); provided, however, that a termination of this Agreement shall not
relieve any party from any liability for damages incurred as a result of a
breach by such party of its representations, warranties, covenants, agreements
or other obligations hereunder occurring prior to such termination (including
without limitation, Seller's and Buyer's rights to liquidated damages in certain
events as provided in Section 14).

         14. Liquidated Damages for Unexcused Failure to Close. If either Seller
or Buyer fails to close the transactions contemplated by this Agreement
following the receipt of all authorizations, waivers, consents and approvals of
any governmental entity, for any reason except pursuant to an express right to
do so as provided in this Agreement, or fails to use its commercially reasonable
efforts to satisfy all conditions to Closing set forth herein, then the Party
failing to close or failing to use such commercially reasonable efforts shall
pay the other Five Million United States Dollars ($5,000,000) (the "Liquidated
Damages"). Such payment will be by wire transfer of immediately available funds
immediately upon demand from the other Party and without any right of setoff.
Upon payment of such amount, each party shall be fully released and discharged
from any and all liabilities, damages or obligations resulting from its failure
to close the transactions contemplated by this Agreement and for any breach of
the terms of this Agreement giving rise thereto. This Section shall in no way be
applicable to Seller in the event that any TAPS Owner purchases the WAPCO


                                       37
<PAGE>

Interests or the TAPS Interests from Seller pursuant to such TAPS Owner's
exercise of its preferential purchase right.

         15. Indemnification.

                  (a) Survival of Representations, Warranties, Covenants and
         Agreements. The representations, warranties, covenants and obligations
         of Seller, Williams Guarantor and Buyer contained in this Agreement
         shall survive the Effective Time as set forth in this Section 15.
         Covenants and obligations shall survive until fully performed. The
         representations and warranties of Seller, Williams Guarantor and Buyer
         shall survive for a period of three (3) years after the Effective Time;
         except that:

                           (i) the representations and warranties of (A) Seller
                  contained in Sections 5(a) (Organization and Power), 5(b)
                  (Membership Interests of WAPCO), 5(c) (Authorization), 5(d)
                  (Governmental Consents), 5(e) (No Consent Required;
                  Noncontravention), and 5(f) (Operations of WAPCO; No
                  Subsidiaries), (B) Williams Guarantor contained in Sections
                  6(a) (Organization and Good Standing) and 6(b) (Authority and
                  Binding Obligation), and (C) Buyer contained in Sections 7(a)
                  (Organization and Power), 7(b) (Authorization), 7(c)
                  (Governmental Consents), and 7(d) (No Consent Required;
                  Noncontravention) shall survive for the statute of limitations
                  applicable to breach of written contracts;

                           (ii) the representations and warranties of Seller
                  contained in Section 5(u) (Environmental Matters) shall
                  survive for a period of ten (10) years after the Effective
                  Time; and

                           (iii) the representations and warranties of Seller
                  contained in Section 5(v) (Tax Matters) shall survive until
                  ninety (90) days following the expiration of the applicable
                  statute or similar period of limitations (after giving effect
                  to any extensions or waivers);

         it being understood that in the event notice of any Claim for
         indemnification under Section 15(b)(i)(A) or Section 15(b)(ii)(A) shall
         have been given within the applicable survival period, the
         representations and warranties that are the subject of such
         indemnification Claim shall survive with respect to such Claim until
         such time as such Claim is finally resolved.

                  (b) INDEMNIFICATION.

                           (i) INDEMNIFICATION BY SELLER. FROM AND AFTER THE
                  EFFECTIVE TIME, TO THE FULLEST EXTENT PERMITTED BY LAW, SELLER
                  SHALL INDEMNIFY, DEFEND AND HOLD BUYER, ANY AFFILIATES OF
                  BUYER, AND THEIR RESPECTIVE SHAREHOLDERS, PARTNERS, OFFICERS,
                  DIRECTORS, MEMBERS, MANAGERS, EMPLOYEES, AGENTS AND ASSIGNS
                  (EACH, A "BUYER INDEMNIFIED PARTY") HARMLESS, FROM AND AGAINST
                  ANY AND ALL DAMAGES INCURRED BY ANY BUYER INDEMNIFIED PARTY IN
                  CONNECTION WITH OR ARISING OR RESULTING FROM ANY ONE OR MORE
                  OF THE FOLLOWING:



                                       38
<PAGE>

                                    (A) ANY MISREPRESENTATION OR BREACH OF ANY
                           REPRESENTATION OR WARRANTY OR NONFULFILLMENT OF ANY
                           COVENANT OR OBLIGATION OF SELLER OR WILLIAMS
                           GUARANTOR UNDER THIS AGREEMENT OR ANY
                           MISREPRESENTATION IN ANY STATEMENT, DOCUMENT,
                           SCHEDULE, EXHIBIT OR CERTIFICATE FURNISHED OR TO BE
                           FURNISHED TO BUYER PURSUANT TO THIS AGREEMENT;

                                     (B) THE POSSESSION OR OWNERSHIP OF THE
                           WAPCO INTERESTS FROM JUNE 30, 2000 TO THE EFFECTIVE
                           TIME, EXCEPT THAT SELLER SHALL HAVE NO DUTY TO
                           INDEMNIFY UNDER THIS SECTION 15(b)(i)(B) (1) TO THE
                           EXTENT THAT DAMAGES ARE CAUSED OR CONTRIBUTED TO BY
                           BUYER'S OPERATIONS, ACTIONS OR OMISSIONS AFTER THE
                           EFFECTIVE TIME AND/OR (2) WITH RESPECT TO ANY
                           ENVIRONMENTAL CLAIM (ENVIRONMENTAL CLAIMS, WITH THE
                           EXCEPTION OF BREACHES OF REPRESENTATIONS AND
                           WARRANTIES, ARE COVERED EXCLUSIVELY BY THE PROVISIONS
                           OF SECTION 15(b)(i)(C));

                                    (C) EXCEPT TO THE EXTENT THAT DAMAGES ARE
                           CAUSED OR CONTRIBUTED TO BY BUYER'S OPERATIONS,
                           ACTIONS OR OMISSIONS AFTER THE EFFECTIVE TIME, THE
                           FOLLOWING ENVIRONMENTAL MATTERS (HEREIN
                           "ENVIRONMENTAL CLAIM(s)"):

                                            (1) ANY ENVIRONMENTAL CONDITION
                                    EXISTING FROM JUNE 30, 2000 TO THE EFFECTIVE
                                    TIME, AT, ON OR UNDER OR ARISING, EMANATING,
                                    OR FLOWING FROM ANY OF ASSETS OR PROPERTIES
                                    OF WAPCO, WHETHER KNOWN OR UNKNOWN AS OF THE
                                    EFFECTIVE TIME, INCLUDING ANY LOSS, PROPERTY
                                    DAMAGE, NATURAL RESOURCE DAMAGE, INJURY TO,
                                    OR DEATH OF ANY THIRD-PARTY ARISING
                                    THEREFROM;

                                            (2) LOSS, PROPERTY DAMAGE, NATURAL
                                    RESOURCE DAMAGE, INJURY TO, OR DEATH OF ANY
                                    THIRD-PARTY ARISING OUT OF OR RELATED TO ANY
                                    ENVIRONMENTAL CONDITION TO THE EXTENT (a)
                                    NOT LOCATED ON THE ASSETS OR THE PROPERTY OF
                                    WAPCO AND (b) EXISTING FROM JUNE 30, 2000 TO
                                    THE EFFECTIVE TIME;

                                            (3) PAYMENT OF PENALTIES AND FINES
                                    ASSESSED OR IMPOSED BY ANY GOVERNMENTAL
                                    AUTHORITY ARISING OUT OF OR RELATED TO ANY
                                    ENVIRONMENTAL CONDITION EXISTING FROM JUNE
                                    30, 2000 TO THE EFFECTIVE TIME; AND

                                            (4) ANY DAMAGES THAT ARISE, DIRECTLY
                                    OR INDIRECTLY, FROM THE RELEASE, GENERATION,
                                    USE, PRESENCE, STORAGE, TREATMENT AND/OR
                                    RECYCLING OF ANY HAZARDOUS MATERIALS OR
                                    PETROLEUM PRODUCTS BY SELLER OR WAPCO OR
                                    FROM THE POSSESSION, USE, OWNERSHIP, OR
                                    OPERATION OF WAPCO FROM JUNE 30, 2000 TO THE
                                    EFFECTIVE TIME, OR BY A THIRD PARTY IF ANY
                                    SUCH HAZARDOUS MATERIALS OR PETROLEUM




                                       39
<PAGE>

                                    PRODUCTS WERE GENERATED OR USED BY SELLER OR
                                    WAPCO, INCLUDING ANY DAMAGES ARISING FROM
                                    HAZARDOUS MATERIALS OR PETROLEUM PRODUCTS
                                    THAT HAVE BEEN TRANSPORTED OR OTHERWISE
                                    REMOVED FROM WAPCO'S PREMISES TO AN OFFSITE
                                    LOCATION FROM JUNE 30, 2000 TO THE EFFECTIVE
                                    TIME AND/OR RELEASED FROM AN OFFSITE
                                    LOCATION AT ANY TIME;

                                    (D) ANY EXCLUDED ITEMS; AND

                                    (E) THE ENFORCEMENT OF INDEMNIFICATION
                           RIGHTS UNDER THIS SECTION 15(b)(i).

                  NOTWITHSTANDING THE ABOVE INDEMNITY PROVISIONS, SELLER AND
                  WILLIAMS GUARANTOR SHALL (x) HAVE NO OBLIGATION TO BUYER
                  ARISING OUT OF OR RELATED, DIRECTLY OR INDIRECTLY, TO DR&R,
                  OTHER THAN THE OBLIGATION TO MAKE AN ACCURATE REPRESENTATION
                  AS PROVIDED IN SECTION 5(l)(ii), AND (y) HAVE NO OBLIGATION TO
                  INDEMNIFY OR HOLD HARMLESS AS PROVIDED ABOVE IN CONNECTION
                  WITH ANY TARIFF PAYMENTS OR RETROACTIVE REDUCTION PAYMENTS,
                  EXCEPT AS PROVIDED IN 4(a) AND 4(b) OF THIS AGREEMENT.

                           (ii) INDEMNIFICATION BY BUYER. FROM AND AFTER THE
                  EFFECTIVE TIME, TO THE FULLEST EXTENT PERMITTED BY LAW, BUYER
                  SHALL INDEMNIFY, DEFEND AND HOLD SELLER, ANY AFFILIATES OF
                  SELLER, AND THEIR RESPECTIVE SHAREHOLDERS, PARTNERS, OFFICERS,
                  DIRECTORS, MEMBERS, MANAGERS, EMPLOYEES, AGENTS AND ASSIGNS
                  (EACH, A "SELLER INDEMNIFIED PARTY") HARMLESS, FROM AND
                  AGAINST ANY AND ALL DAMAGES INCURRED BY ANY SELLER INDEMNIFIED
                  PARTY IN CONNECTION WITH OR ARISING OR RESULTING FROM ANY ONE
                  OR MORE OF THE FOLLOWING:

                                    (A) ANY MISREPRESENTATION OR BREACH OF ANY
                           REPRESENTATION OR WARRANTY OR NONFULFILLMENT OF ANY
                           COVENANT OR OBLIGATION OF BUYER UNDER THIS AGREEMENT
                           OR ANY MISREPRESENTATION IN ANY STATEMENT, DOCUMENT
                           OR CERTIFICATE FURNISHED OR TO BE FURNISHED TO SELLER
                           PURSUANT TO THIS AGREEMENT;

                                    (B) BUYER'S OBLIGATIONS UNDER SECTION 8B(f)
                           (TRANSFER TAXES);

                                    (C) THE POSSESSION OR OWNERSHIP OF THE WAPCO
                           INTERESTS AFTER THE EFFECTIVE TIME, EXCEPT THAT BUYER
                           SHALL HAVE NO DUTY TO INDEMNIFY UNDER THIS SECTION
                           15(b)(ii)(C) (1) TO THE EXTENT THAT DAMAGES ARE
                           CAUSED OR CONTRIBUTED TO BY SELLER'S OPERATIONS,
                           ACTIONS OR OMISSIONS BEFORE THE EFFECTIVE TIME AND/OR
                           (2) WITH RESPECT TO ANY ENVIRONMENTAL CONDITION
                           (ENVIRONMENTAL CONDITIONS ARE COVERED EXCLUSIVELY BY
                           THE PROVISIONS OF SECTION 15(b)(ii)(D));



                                       40
<PAGE>

                                    (D) EXCEPT TO THE EXTENT THAT DAMAGES ARE
                           CAUSED OR CONTRIBUTED TO BY SELLER'S OPERATIONS,
                           ACTIONS OR OMISSIONS BEFORE THE EFFECTIVE TIME, ANY
                           ENVIRONMENTAL CONDITION AT, ON OR UNDER OR ARISING OR
                           EMANATING FROM ANY ASSETS, OR PROPERTIES OF WAPCO,
                           ARISING FROM BUYER'S OWNERSHIP, USE OR OPERATION OF
                           SUCH ASSETS AFTER THE EFFECTIVE TIME, INCLUDING ANY
                           LOSS, PROPERTY DAMAGE, NATURAL RESOURCE DAMAGE,
                           INJURY TO, OR DEATH OF ANY THIRD-PARTY ARISING
                           THEREFROM ("ENVIRONMENTAL CLAIMS"); AND

                                    (E) THE ENFORCEMENT OF INDEMNIFICATION
                           RIGHTS UNDER THIS SECTION 15(B)(ii).

                  (c) Indemnification Procedures.

                           (i) Indemnification Process. The Person making a
                  claim for indemnification under this Section 15 shall be, for
                  the purposes of this Agreement, referred to as the
                  "Indemnified Party" (provided that for the purpose of clause
                  (C) below such term shall refer to the party hereto to whom
                  such Person is related for purposes of obtaining the benefits
                  of this Section 15) and the party or parties against whom such
                  claims are asserted under this Section 15 shall be, for the
                  purposes of this Agreement, referred to as the "Indemnifying
                  Party." All claims by any Indemnified Party under this Section
                  15 shall be asserted and resolved as follows:

                                    (A) Notice of Claims. In the event that (1)
                           any claim or Action is asserted or instituted against
                           any Indemnified Party by any Person other than the
                           Parties to this Agreement or their Affiliates which
                           could give rise to Damages for which an Indemnifying
                           Party could be liable to an Indemnified Party for
                           Damages under this Agreement (such claim, demand or
                           Proceeding, a "Third Party Claim") or (2) any
                           Indemnified Party under this Agreement shall have a
                           claim to be indemnified for Damages by any
                           Indemnifying Party under this Agreement which does
                           not involve a Third Party Claim (such claim, a
                           "Direct Claim" and, together with Third Party Claims,
                           "Claims"), the Indemnified Party shall with
                           reasonable promptness send to the Indemnifying Party
                           a written notice specifying the nature of such Claim,
                           the amount of Damages sought in such Claim, if known,
                           and the provisions of this Agreement in respect of
                           which such right of indemnification is claimed or
                           arises (a "Claim Notice"), provided that a delay or
                           defect in notifying the Indemnifying Party shall not
                           relieve the Indemnifying Party of its obligations
                           under this Agreement except to the extent that (and
                           only to the extent that) the Indemnifying Party
                           demonstrates such failure shall have caused the
                           Damages for which the Indemnifying Party is obligated
                           to be greater than such Damages would have been had
                           the Indemnified Party given the Indemnifying Party
                           timely notice.



                                       41
<PAGE>

                                    (B) Third Party Claims. In the event of a
                           Third Party Claim, the Indemnifying Party shall be
                           entitled to assume and control the defense of such
                           Third Party Claim and to appoint counsel of the
                           Indemnifying Party's choice at the expense of the
                           Indemnifying Party to represent the Indemnified Party
                           and any others the Indemnifying Party may reasonably
                           designate in connection with such Third Party Claim
                           (in which case the Indemnifying Party shall not
                           thereafter be responsible for the fees and expenses
                           of any separate counsel retained by any Indemnified
                           Party except as set forth below); provided that such
                           counsel is reasonably acceptable to the Indemnified
                           Party, which approval shall not be unreasonably
                           withheld. The Indemnified Party shall cooperate with
                           the Indemnifying Party and its counsel in such
                           defense and make available to the Indemnifying Party
                           all witnesses, records, materials, and information in
                           the Indemnified Party's possession or under the
                           Indemnified Party's control relating thereto as may
                           be reasonably requested by the Indemnifying Party,
                           and in contesting any Action which the Indemnifying
                           Party defends, or, if appropriate and related to the
                           Action in question, in making any counterclaim
                           against the Person asserting the Third Party Claim,
                           or any cross-complaint against any Person. In the
                           event the Indemnifying Party fails to assume the
                           defense of such Third Party Claim within ten (10)
                           days after receipt of notice thereof in accordance
                           with the terms hereof, (1) the Indemnified Party
                           against which such Third Party Claim has been
                           asserted shall have the right to undertake the
                           defense, compromise or settlement of such Third Party
                           Claim on behalf of, at the expense of and for the
                           account and risk of the Indemnifying Party, and (2)
                           the Indemnifying Party agrees to cooperate with the
                           Indemnified Party in such defense and make available
                           to the Indemnified Party, all witnesses, records,
                           materials and information in the Indemnifying Party's
                           possession or under the Indemnifying Party's control
                           relating thereto as may be reasonably requested by
                           the Indemnified Party.

                                    (C) Settlement of Third Party Claims. In
                           connection with the settlement or compromise of any
                           Third Party Claim, the Indemnifying Party shall not,
                           without the written consent of the Indemnified Party
                           (which consent shall not be unreasonably withheld),
                           (1) settle or compromise any Third Party Claims or
                           consent to the entry of any judgment which does not
                           include as an unconditional term thereof the delivery
                           by the claimant or plaintiff to the Indemnified Party
                           of a written release from all liability in respect of
                           such Third Party Claim of all Indemnified Parties
                           affected by such Third Party Claim or (2) settle or
                           compromise any Third Party Claim if the settlement or
                           compromise imposes equitable remedies or obligations
                           on the Indemnified Party other than financial
                           obligations for which such Indemnified Party will be
                           indemnified hereunder or (3) settle or compromise any
                           Third Party Claim if the Indemnified Party will be
                           required to make any payment with respect to such
                           compromise or settlement due to the application of
                           the limitations of Section 15(d). No Third Party
                           Claim which is being defended in good faith



                                       42
<PAGE>

                           by the Indemnifying Party or which is being defended
                           by the Indemnified Party in accordance with the terms
                           of this Agreement shall be settled or compromised by
                           the Indemnified Party without the written consent of
                           the Indemnifying Party (which consent shall not be
                           unreasonably withheld, conditioned or delayed);
                           provided, however, if a Third Party Claim is being
                           defended by an Indemnified Party pursuant to the last
                           sentence of clause (B) above (unless the Indemnifying
                           Party and Indemnified Party mutually agree that the
                           Indemnified Party shall defend such Third Party
                           Claim), the limitations on the Indemnified Party's
                           right to settle or compromise set forth in this
                           clause (C) shall not apply to such Indemnified Party,
                           unless the Indemnifying Party has been advancing (in
                           a timely manner) payment of such Indemnified Party's
                           costs and expenses associated with such defense upon
                           demand therefor by the Indemnified Party (subject to
                           the undertaking of the Indemnified Party to reimburse
                           such advances in the event such costs of defense are
                           not ultimately to be indemnifiable under this Section
                           15).

                           (ii) Reduction of Damages. To the extent any Damages
                  of an Indemnified Party are reduced by receipt of payment
                  under insurance policies, which payments are not subject to
                  retroactive adjustment or other reimbursement to the insurer
                  in respect of such payment, such payments (net of the expenses
                  of the recovery thereof) (such net payment, a "Reimbursement")
                  shall be credited against any such Damages; provided however,
                  the pendency of such payments shall not delay or reduce the
                  obligation of the Indemnifying Party to timely make payment to
                  the Indemnified Party in respect of such Damages. The
                  Indemnified Party shall use commercially reasonable efforts
                  (but in no event shall the Indemnified Party be required to
                  sue the insurer or its agent, unless the Indemnifying Party
                  agrees to pay all reasonable costs and expenses in connection
                  therewith, including reasonable attorneys' fees) to pursue
                  payment under or from any insurer in respect of such Damages.
                  If any Reimbursement is obtained subsequent to payment by an
                  Indemnifying Party in respect of any Damages, such
                  Reimbursement shall be promptly paid over to the Indemnifying
                  Party.

                           (iii) Access. From and after the delivery of a Claim
                  Notice under this Agreement, at the reasonable request of the
                  Indemnifying Party, each Indemnified Party shall grant the
                  Indemnifying Party and its Representatives all reasonable
                  access to the books, records and properties of such
                  Indemnified Party to the extent reasonably related to the
                  matters to which the Claim Notice relates. All such access
                  shall be granted during normal business hours and shall be
                  granted under conditions, which will not unreasonably
                  interfere with the business and operations of such Indemnified
                  Party. The Indemnifying Party will not, and shall require that
                  its Representatives do not, use (except in connection with
                  such Claim Notice) or disclose to any third Person other than
                  the Indemnifying Party's Representatives (except as may be
                  required by applicable Legal Requirement) any information
                  obtained pursuant to this Section 15(c) which is designated as
                  confidential by an Indemnified Party, unless such disclosure
                  is required by the Indemnifying Party in



                                       43
<PAGE>

                  defense of a Claim and such disclosure is authorized by
                  Indemnified Party (which authorization shall not be
                  unreasonably withheld if there is in place or will be put in
                  place a protective order or agreement covering the use by the
                  third party of any such disclosed confidential information).

                           (iv) Definition of Damages. "Damages" means all
                  damages (including incidental and consequential damages and
                  lost profits), losses (including any diminution of value),
                  liabilities, payments, amounts paid in settlement,
                  obligations, remediation costs and expenses, natural resource
                  damages, fines, interests, assessments, penalties, costs of
                  burdens associated with performing injunctive relief, other
                  costs (including reasonable fees and expenses of attorneys and
                  consultants) of investigation, preparation, and litigation in
                  connection with any Action, threatened Action or settlement,
                  and other costs and expenses of any kind or nature whatsoever,
                  whether known or unknown, contingent or vested, matured or
                  unmatured, and whether or not resulting from third-party
                  claims, strict liability claims, including those under
                  Environmental Laws. Notwithstanding anything to the contrary
                  in this Agreement, Damages shall expressly exclude punitive
                  damages, exemplary damages and other penalty damages, unless
                  arising out of a Third-Party Claim.

                  (d) Limitations on Indemnification.

                           (i) Minimum; Threshold. Except with respect to claims
                  for breaches of the covenants and obligations stated in
                  Sections 1, 2, 3, 4, 8A, 8B, 12, 15(b)(i)(E), 15(b)(ii)(B) and
                  15(b)(ii)(E) and with respect to the Excluded Items, no amount
                  shall be payable by any Indemnifying Party pursuant to Section
                  15(b)(i) or Section 15(b)(ii):

                                    (A) unless the amount of Damages for each
                           individual and unrelated Claim exceeds the Minimum
                           Indemnifiable Amount; and

                                    (B) unless the aggregate amount of Damages
                           (including Damages excluded from indemnification
                           pursuant to clause (A) above) under Section 15(b)(i)
                           or Section 15(b)(ii), respectively, exceeds $500,000
                           (the "WAPCO Threshold") (at which point the
                           Indemnified Party shall be entitled to all
                           indemnification amounts in excess of such Threshold,
                           excluding Claims less than the Minimum Indemnifiable
                           Amount).

                           (ii) Cap. Notwithstanding anything to the contrary
                  contained in this Agreement, and except with respect to claims
                  for breaches of the covenants and obligations stated in
                  Sections 1, 2, 3, 4, 8A, 8B, 12, 15(b)(i)(E), 15(b)(ii)(B) and
                  15(b)(ii)(E) and with respect to the Excluded Items, the
                  maximum amount of indemnifiable Damages which may be recovered
                  by any Buyer Indemnified Parties from Seller or Williams
                  Guarantor and by any Seller Indemnified Parties from Buyer
                  arising out of, resulting from or incident to the matters
                  enumerated in Section 15(b)(i) or Section 15(b)(ii) shall be
                  $8,000,000 (the "WAPCO Environmental Cap") with respect to any
                  and all Environmental Claims and $4,000,000 (the "WAPCO
                  General Cap") with



                                       44
<PAGE>

                  respect to any and all claims for indemnity other than
                  Environmental Claims, but in no event shall the amount of all
                  indemnifiable Damages of any type which may be recovered by
                  any Buyer Indemnified Parties or any Seller Indemnified
                  Parties pursuant to this Section 15(d)(ii) exceed $10,000,000
                  (the "WAPCO Aggregate Cap").

                  (e) Exclusivity of Remedies. Except for (1) any equitable
         relief, including injunctive relief or specific performance to which
         any Party hereto or Williams Guarantor may be entitled, (2) remedies
         available under the Williams Guaranty, and (3) fraud, the
         indemnification provisions of this Section 15 shall be the sole and
         exclusive remedy of each Party (including Buyer Indemnified Parties,
         Seller Indemnified Parties and Williams Guarantor) with respect to any
         and all Actions or Damages arising out of this Agreement from and after
         the Effective Time.

         16. Further Assurances.

                  (a) After the Effective Time, each of the parties hereto
         shall, at the request and expense of the any other party, execute,
         acknowledge and deliver or cause to be executed, acknowledged and
         delivered such instruments and take such other action as may be
         necessary or advisable to carry out their respective obligations under
         this Agreement and under any document delivered pursuant hereto.

                  (b) In order to provide an orderly transition from Seller to
         Buyer of the WAPCO Interests and the TAPS Interests, Seller and Buyer
         agree to enter into a Transition Services Agreement in the form
         attached to this Agreement as Exhibit B. Additionally, Seller shall, at
         Buyer's request, and without further consideration, take all actions
         necessary to obtain any contractual consents that were not obtained
         prior to the Effective Time and to take all actions necessary to
         provide Buyer with the benefits under any such contracts or agreements.

         17. Expenses. Except as otherwise provided herein or in the Transition
Services Agreement provided for in Section 16 above, all fees, costs and
expenses incurred by a party hereto in negotiating this Agreement or in
consummating the transactions contemplated by this Agreement shall be paid by
such party.

         18. Notices. All notices and communications required or permitted under
this Agreement shall be in writing and any such notice or communication shall be
deemed to have been duly given or made if personally delivered, or if mailed by
certified mail, postage and certification charges prepaid, or sent by a
nationally recognized commercial delivery service, charges prepaid, or by
facsimile telecopier, addressed as follows:



                                       45
<PAGE>

         If to Buyer:

                  Koch Alaska Pipeline Company, LLC
                  4111 East 37th Street North
                  Wichita, Kansas 67220
                  Attention: President
                  Fax: (316) 828-7997

                  With a copy to:

                  Koch Alaska Pipeline Company, LLC
                  4111 East 37th Street North
                  Wichita, Kansas 67220
                  Attention: General Counsel
                  Fax: (316) 828-7199

         If to Seller or Williams Guarantor:

                  The Williams Companies
                  One Williams Center
                  Tulsa, Oklahoma  74172
                  Attention: Corporate Development
                  Facsimile: (918) 573-5540

                  With a copy (which shall not constitute notice) to:

                  The Williams Companies
                  One Williams Center
                  Tulsa, Oklahoma 74172

                  Attention: Assistant General Counsel, Corporate Shared
                             Services
                  Facsimile: (918) 573-8024

The effective date of notice shall be the date of receipt in case of personal
delivery. In all other cases, the effective date of notice shall be three
Business Days after the date such notice is mailed or sent. Any party may, by
written notice to the other hereunder, change the address or facsimile number to
which delivery shall thereafter be made.

         19. Assignment; Binding Affect; No Third Party Beneficiaries. Neither
this Agreement nor any of the rights, interests or obligations hereunder shall
be assigned by either of the Parties (whether by operation of law or otherwise)
without the prior written consent of the other Parties, except, Buyer may,
without prior consent of Seller, transfer or assign by operation of law or
otherwise this Agreement to any Affiliate or subsidiary of Buyer, but Buyer
shall continue to be liable for the obligations, commitments, duties and
responsibilities of the Buyer hereunder notwithstanding any such transfer or
assignment. Subject to the preceding sentence, this Agreement will be binding
upon, inure to the benefit of and be enforceable by the Parties and their
respective




                                       46
<PAGE>

                  successors and assigns. Nothing in this Agreement, expressed
                  or implied, is intended or shall be construed to confer upon
                  any Person other than the Parties hereto, their successors and
                  assigns, any Indemnified Parties, and, under certain
                  circumstances, the Parties' Affiliates any right, remedy or
                  claim under or by reason of this Agreement.

         20. Counterparts. This Agreement may be executed by the parties hereto
in any number of counterparts, each of which shall be deemed an original
instrument for all purposes and all of which together shall constitute one
Agreement.

         21. Governing Law. This Agreement and the transactions contemplated
hereby shall be construed in accordance with, and governed by, the laws of the
State of Texas.

         22. Miscellaneous. This Agreement may not be amended nor any rights
hereunder be waived except by an instrument in writing signed by the party to be
charged with such amendment or waiver. The headings of the sections of this
Agreement are for convenience and shall not limit or otherwise affect any of the
provisions of this Agreement. This Agreement (including the Exhibits hereto)
constitutes the entire understanding between the parties with respect to the
subject matter hereof, superseding all negotiations, prior discussions and prior
agreements and understandings relating to such subject matter. The parties
acknowledge that they and their respective counsel have negotiated and drafted
this Agreement jointly and agree that the rule of construction that ambiguities
are to be resolved against the drafting party shall not be employed in the
interpretation or construction of this Agreement. As used herein, the term
"person" shall include any natural person, corporation, partnership (general or
limited), limited liability company, trust or Governmental Authority.

         23. Defined Terms; Other Definitional Provisions.

                  (a) Defined Terms. As used in this Agreement, each of the
         following terms has the meaning specified below:

                  "1934 ACT" means the Securities Exchange Act of 1934, as
         amended, and the rules and regulations promulgated thereunder.

                  "ACTION" means any action, cause of action, appeal, petition,
         plea, charge, complaint, claim, suit, demand, litigation, arbitration,
         mediation, hearing, inquiry, investigation, or similar event,
         occurrence, or proceeding.

                  "AFFILIATE" means, with respect to any Person, each other
         Person that directly or indirectly (through one or more intermediaries
         or otherwise) controls, is controlled by, or is under common control
         with such Person. The term "CONTROL" (including the terms "CONTROLLED
         BY" and "UNDER COMMON CONTROL with") means the possession, directly or
         indirectly, of the actual power to direct or cause the direction of the
         management policies of a Person, whether through the ownership of stock
         or other equity, by contract, agreement, credit arrangement or
         otherwise.



                                       47
<PAGE>

                   "AGREEMENT" means this Purchase Agreement, as amended,
         supplemented or modified from time to time in accordance with the
         express terms hereof, together with all schedules and exhibits attached
         hereto.

                  "ALYESKA" has the meaning specified in the Recitals.

                  "BALANCE SHEET" means the unaudited proforma balance sheet of
         WAPCO as of June 30, 2003 included in Schedule 5(g). The Balance Sheet
         shall fairly present the financial position of WAPCO as at the close of
         business on June 30, 2003 in accordance with GAAP.

                  "BASE STOCKHOLDER'S EQUITY" has the meaning set forth in
         Section 2(f)(i).

                  "BUSINESS DAY" means any day other than Saturday, Sunday or
         other day on which commercial banks located in New York, New York are
         authorized or required by law to close.

                  "BUYER" has the meaning specified in the introductory
         paragraph of this Agreement.

                  "BUYER INDEMNIFIED PARTY" shall have the meaning set forth in
         Section 15(b)(i).

                  "C STORES ASPA" has the meaning specified in the Recitals.

                  "CLAIM NOTICE" shall have the meaning set forth in Section
         15(c)(i).

                  "CLAIMS" shall have the meaning set forth in Section 15(c)(i).

                  "CLOSING" means the closing of the transactions contemplated
         by this Agreement.

                  "CLOSING DATE" has the meaning assigned to that term in
         Section 10.

                  "CLOSING PAYMENT" has the meaning set forth in Section 2(a).

                  "CODE" means the Internal Revenue Code of 1986, as amended,
         and the Treasury Regulations promulgated thereunder.

                  "CONFIDENTIALITY AGREEMENT" means the letter agreement dated
         July 12, 2002, between Flint Hills Resources, L.P., an Affiliate of
         Buyer, and Williams Guarantor relating to the furnishing of information
         to Flint Hills Resources, L.P. and it Affiliates, including Buyer, in
         connection with its evaluation of the transactions contemplated in this
         Agreement.

                  "CURRENT ASSETS" means the value of all assets of WAPCO on a
         consolidated basis as of the Effective Time that (A) would be
         classified as current assets in accordance with GAAP, (B) have
         demonstrable value to WAPCO and to Buyer, on a going forward basis
         (e.g. prepaid property taxes, prepaid rent, prepaid supplies, cash
         advances, and other prepaid expenses) and (C) directly relate to
         WAPCO's proportionate share ownership of TAPS. For



                                       48
<PAGE>

         the avoidance of doubt, the following current assets (which list is
         illustrative and not exhaustive) are excluded from the definition of
         Current Assets: (i) current income taxes receivable (State); (ii)
         current income taxes receivable (Federal); (iii) deferred income taxes
         (Federal); (iv) deferred income taxes (State); (v) trade notes and
         accounts receivable - MAPL; (vi) escrowed tariff; (vii) intercompany
         receivables and (viii) WAPCO's proportionate share of Alyeska's current
         assets, with (i), (ii), (iii), (iv), (v), (vi), (vii) and (viii)
         collectively referred to as the ("EXCLUDED CURRENT ASSETS").

                  "CURRENT LIABILITIES" means the value of all liabilities of
         WAPCO on a consolidated basis as of the Effective Time that (A) would
         be classified as current liabilities in accordance with GAAP, (B)
         directly offset current assets that have demonstrable value to WAPCO
         and to Buyer, on a going forward basis and (C) directly relate to
         WAPCO's proportionate share ownership of TAPS. For the avoidance of
         doubt, the following current liabilities (which list is illustrative
         and not exhaustive) are excluded from the definition of Current
         Liabilities: all (i) current income taxes payable (State); (ii) current
         income taxes payable (Federal); (iii) deferred income taxes (State);
         (iv) deferred income taxes (Federal); (v) deferred revenue - T&D; (vi)
         deferred revenue - tariff subject to refund; (vii) trade accounts
         payable - MAPL; (viii) intercompany payables and (ix) WAPCO's
         proportionate share of Alyeska's current liabilities, with (i), (ii),
         (iii), (iv), (v), (vi), (vii), (viii) and (ix) collectively referred to
         as the ("EXCLUDED CURRENT LIABILITIES").

                  "DAMAGES" has the meaning assigned to that term in Section
         15(c)(iv).

                  "DIRECT CLAIM" has the meaning assigned to that term in
         Section 15(c)(i).

                  "DIRECT NET WORKING CAPITAL" means the Current Assets less the
         Current Liabilities as of the Effective Time.

                  "DISCLOSURE SCHEDULE" means the Disclosure Schedule attached
         hereto, containing the various exceptions to the representations,
         warranties and covenants of Seller and Buyer contemplated by the
         provisions of this Agreement.

                  "DR&R" has the meaning assigned to that term in Section
         5(l)(ii).

                  "EFFECTIVE TIME" shall mean 11:59 p.m., Alaska time on the
         last day of the month in which Closing occurs, unless the Parties
         expressly agree to some other day or time.

                   "EFFECTIVE TIME BALANCE SHEET" means WAPCO's balance sheet at
         the Effective Time. The Effective Time Balance Sheet shall (A) fairly
         present the financial position of WAPCO as at the Effective Time in
         accordance with GAAP applied on a basis consistent with those in the
         preparation of the Balance Sheet, (B) include line items substantially
         consistent with those in the Balance Sheet, and (C) be prepared in
         accordance with accounting policies and practices consistent with those
         used in the preparation of the Balance Sheet.



                                       49
<PAGE>

                  "EFFECTIVE TIME DEFICIT" has the meaning set forth in Section
         2(d)(i).

                  "EFFECTIVE TIME SURPLUS" has the meaning set forth in Section
         2(d)(i).

                  "ENVIRONMENTAL CLAIMS" has the meaning assigned to that term
         in Section 15(b)(i)(c).

                  "ENVIRONMENTAL CONDITION" means any condition existing on, at
         or originating from, each property included within WAPCO's assets which
         constitutes, (A) a Release on, at or from such property of any
         Hazardous Materials or (B) with regards to Seller, a violation of any
         Environmental Laws applicable before or as of the Effective Time or any
         Environmental Permits or, with regard to Buyer, a violation of any
         Environmental Laws applicable as of or after the Effective Time or any
         Environmental Permits.

                  "ENVIRONMENTAL LAWS" means any and all Legal Requirements,
         rules, codes, policies, directives, standards, licenses or Permits of
         any Governmental Authority relating to Hazardous Materials, the
         abatement of pollution, protection or restoration of the environment,
         or the ensuring of public health and safety from environmental,
         occupational or workplace hazards, specifically including those
         relating to the exposure to, use, Release, threatened Release,
         emission, presence, storage, treatment, disposal, generation,
         transportation, distribution, manufacture, processing, handling,
         management or control of Hazardous Materials, previously, presently, or
         hereafter in effect, including the Safe Drinking Water Act, 42 U.S.C.
         Section 300f et seq.; the Federal Water Pollution Control Act, 33
         U.S.C. Section 1251 et seq.; the Federal Insecticide, Fungicide &
         Rodenticide Act, 7 U.S.C. Section 136 et seq.; the Toxic Substances
         Control Act, 15 U.S.C. Section 2601 et seq.; the Oil Pollution Act of
         1990, 33 U.S.C. Section 2701 et seq.; the Clean Air Act, 42 U.S.C.
         Section 7401 et seq.; the Resource Conservation and Recovery Act, 42
         U.S.C. Section 6901 et seq.; the Comprehensive Environmental Response,
         Compensation and Liability Act, 42 U.S.C. Section 9601 et seq., as
         amended by the Superfund Amendments and Reauthorization Act of 1986, 42
         U.S.C. Section 9601 et seq.; the Emergency Planning and Community Right
         to Know Act, 42 U.S.C. Section 11001 et seq.; the Hazardous Materials
         Transportation Act, 49 U.S.C. Section 1801 et seq.; Endangered Species
         Act, 16 U.S.C. Section 1531 et seq.; and the Pipeline Safety Act, 49
         U.S.C. Section 60101, et seq., and all similar statutes and regulations
         thereunder adopted by the U.S., the states, the counties, the boroughs
         or the municipalities to which WAPCO assets are subject, or any other
         Governmental Authority, as each may be amended from time to time.



                                       50
<PAGE>

                  "ENVIRONMENTAL LIABILITIES" means those liabilities, actions,
         rights of action, contracts, Indebtedness, obligations, claims, causes
         of action, suits, Damages, demands, costs, expenses and attorneys' fees
         whatsoever, known or unknown, disclosed or undisclosed, accrued or
         unaccrued, existing at any time, of every kind and nature arising
         directly or indirectly out of or as a consequence of the actual or
         suspected use, storage, handling, generation, transportation,
         manufacture, production, release, discharge, disposal or presence of
         Hazardous Materials on, in, under or about WAPCO's assets or the air,
         soil or groundwater thereof, including, without limitation, any and all
         costs incurred due to any investigation of WAPCO's assets or any
         cleanup, remediation, removal or restoration mandated by or pursuant to
         any applicable Environmental Laws or agencies enforcing such applicable
         Environmental Laws.

                  "ERISA" means the Employee Retirement Income Security Act of
         1974, as amended.

                  "ESTIMATED DIRECT NET WORKING CAPITAL" shall have the meaning
         set forth in Section 2(b).

                  "EXCLUDED CURRENT ASSETS" shall have the meaning set forth in
         the definition of "Current Assets."

                  "EXCLUDED LIABILITIES" shall have the meaning set forth in the
         definition of "Current Liabilities."

                  "EXCLUDED ITEMS" means all rights, liabilities and obligations
         of Seller with respect or relating to (i) items 10 and 11 on Schedule
         5(j)(ii),(ii) all of Seller's and its Affiliates' rights relating to
         the Oracle financial system and ATLAS system used by Seller, and (iii)
         any rights, liabilities and obligations not directly related to the
         TAPS Interests.

                  "FERC" means the Federal Energy Regulatory Commission.

                  "FINAL DIRECT NET WORKING CAPITAL" shall have the meaning set
         forth in Section 2(c).

                  "FINAL STOCKHOLDER'S EQUITY" shall have the meaning set forth
         in Section 2(f).

                  "GAAP" means generally accepted accounting principles, as
         recognized by the U.S. Financial Accounting Standards Board (or any
         generally recognized successor), consistently applied.

                   "GOVERNMENTAL ACTION" means any authorization, application,
         action, order, writ, injunction, decree, stipulation, approval,
         consent, ruling, decision, verdict, mandate, subpoena, command,
         directive, award, exemption, filing, judgment, license, notice,
         registration, permit or other requirement, determination, finding by,
         of, to or with any Governmental Authority.



                                       51
<PAGE>

                  "GOVERNMENTAL AUTHORITY" means any (A) nation, state, county,
         city, borough, town, village, district, territory, or other
         jurisdiction of any nature; (B) federal, state, local, municipal,
         foreign, or other government; (C) governmental authority of any nature
         (including any governmental agency, branch, department, official, or
         entity and any court or other tribunal); or (D) body exercising, or
         entitled to exercise, any administrative, executive, judicial,
         legislative, police, regulatory, or taxing authority or power of any
         nature, in each case having jurisdiction over Seller, Buyer, WAPCO or
         TAPS, as the applicable context requires.

                  "HAZARDOUS MATERIAL" means (A) any chemicals, materials or
         substances defined as "hazardous waste," "hazardous substance,"
         "hazardous constituent," "extremely hazardous substance," "toxic
         chemical," "hazardous material," "hazardous chemical," "toxic
         pollutant," "contaminant," "chemical," "chemical substance," "hazardous
         air pollutant," "pollutant," "pesticide," "toxic" or "asbestos," as
         such terms are defined in any of the Environmental Laws, and related
         substances, and all other substances which are regulated by any
         Environmental Laws or which may be declared to constitute a material
         threat to human health or to the environment, (B) any radioactive
         materials, asbestos-containing materials, urea formaldehyde foam
         insulation, ethylene glycol, lead, silica, and radon and (C) any
         Petroleum Products, except Petroleum Products that are produced,
         stored, refined or otherwise handled lawfully in the normal course of
         business and operation of the business.

                  "HSR ACT" means the Hart-Scott-Rodino Antitrust Improvements
         Act of 1976, as amended.

                  "INDEBTEDNESS" means with respect to any Person without
         duplication (A) all indebtedness of such Person for borrowed money or
         for the deferred purchase price of property payment, but excluding
         obligations to trade creditors incurred in the Ordinary Course of
         Business that are not overdue by six (6) months unless being contested
         in good faith, (B) all reimbursement and other obligations with respect
         to letters of credit, bankers' acceptances and surety bonds, whether or
         not matured, (C) all obligations evidenced by notes, bonds, debentures
         or similar instruments and (D) guaranties of indebtedness.

                  "INDEMNIFIED PARTY" has the meaning specified in Section
         15(c).

                  "INDEMNIFYING PARTY" has the meaning specified in Section
         15(c).



                                       52
<PAGE>

                  "INTELLECTUAL PROPERTY" means any and all patents, license
         agreements, trade secrets, trademarks, copyrights, domain names,
         in-house developed software, hardware information technology
         applications, proprietary and technical information, supplier lists and
         other supplier information, customer lists and other customer
         information, price lists, advertising and promotional materials, field
         performance data, research materials, other proprietary intangibles,
         databases, processes, technical know-how, business and product
         know-how, engineering and other drawings, designs, plans, methods,
         engineering and manufacturing specifications, technology, inventions,
         processes, methods, formulas, procedures, sales history, model numbers,
         literature and phone numbers, and operating and quality control manuals
         and data owned, licensed, sublicensed or otherwise used by WAPCO.

                  "INTEREST" means interest at the thirty day USD LIBOR rate
         published by the British Bankers Association two Business Days prior to
         the Effective Time.

                  "INTEREST RATE" means the thirty day USD LIBOR rate published
         by the British Bankers Association on the 106th day after the date
         hereof.

                  "INTERIM TEMPORARY RATES" shall mean the temporary rates
         issued by the Regulatory Commission of Alaska in Order No. 10 in RCA
         Docket P-03-4.

                  "KNOWLEDGE" means, with respect to Seller, the actual
         knowledge of the following individuals: Mike Mears, Karl Meyer, Tina
         Granger, Rand Clark and Paula Chavez. Such individuals shall be deemed
         to have actual knowledge of any information gained by or submitted to
         the owners of TAPS by Alyeska by whatever means for the time period
         between June 30, 2000 and the Effective Time.

                  "LEGAL REQUIREMENT" means any applicable order, constitution,
         law, ordinance, regulation, statute, code or treaty issued by any
         federal, state, local, municipal, foreign, international,
         multinational, or other administrative body, including an arbitration
         panel, any principle of common law or judicial or administrative
         interpretation thereof.

                  "LIEN" means any lien, charge, mortgage, deed to secure debt,
         security interest, title defect, pledge, option, deed of trust, claim,
         easement, right of first refusal, production payment, restriction,
         proxy and voting or other agreement, claim, easement, preemptive right,
         option, right of first refusal, burden, encumbrance of any kind, rights
         of a vendor under any title retention, or conditional sale or lease
         agreement or other arrangement substantially equivalent thereto, in
         each case whether imposed by law, agreement, understanding or
         otherwise.

                  "MAPL" has the meaning specified in Section 5(l)(ii).


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<PAGE>

                  "MATERIAL ADVERSE CHANGE (OR EFFECT)" means (A) when used with
         respect to Seller or WAPCO's assets, (i) a change (or effect) in the
         condition (financial or otherwise), properties, WAPCO's assets,
         liabilities, rights, obligations, operations or business of Seller,
         which change (or effect), individually or in the aggregate, has had or
         would reasonably be expected to have a materially adverse effect on the
         condition, properties, assets, liabilities, rights, obligations,
         operations or business of Seller as it relates to WAPCO's assets, (ii)
         a result or consequence that would materially impair the ability of
         Seller to own, hold, develop or operate WAPCO's assets, or (iii) a
         result or consequence that would materially impair the ability of
         Seller to perform its obligations hereunder or to consummate the
         transaction contemplated hereunder; and (B) when used with respect to
         Buyer, a result or consequence that would impair Buyer's ability to
         perform its obligations hereunder or consummate the transactions
         contemplated hereby. In determining whether any individual event would
         result in a Material Adverse Effect, notwithstanding that such event
         does not in and of itself have such effect, a Material Adverse Effect
         shall be deemed to have occurred if the cumulative effect of such event
         and all other then existing events would result in a Material Adverse
         Effect. Material Adverse Change or (Effect) shall not include an
         adverse effect arising from matters that generally affect the economy
         or industry in which the relevant Party or Williams Guarantor is
         engaged and shall not include any settlement of the TAPS Intrastate
         Rates Litigation approved by Buyer in writing or any post-Closing
         decisions relating to the TAPS Intrastate Rates Litigation.

                  "MINIMUM INDEMNIFIABLE AMOUNT" means $100,000.

                  "NET AFTER TAX INCOME" is equal to WAPCO's revenues minus: (A)
         cost of sales, (B) operating expenses, (C) depreciation, (D) sales,
         general and administrative expenses, (E) interest and (F) federal and
         state income taxes.

                  "NET CASH FLOW" means Net After Tax Income plus financial/book
         depreciation plus interest expense or minus interest income, as the
         case may be, plus financial/book federal and state income taxes minus
         cash federal and state income taxes.

                  "ORDINARY COURSE OF BUSINESS" means action taken if (A)
         consistent in nature, scope, and magnitude with past practices and is
         taken in the ordinary course of the normal, day-to-day operations, (B)
         does not require authorization by the board of directors or
         shareholders of Seller and does not require any other separate or
         special authorization of any nature, and (C) is in accordance with all
         Legal Requirements.

                  "PARTY" and "PARTIES" means each of Seller and Buyer, but
         shall not include the Williams Guarantor.

                  "PERMITS" means the permits, licenses, certificates, licenses,
         variances, exemptions, orders, franchises, approvals, filings,
         consents, accreditation, registrations and authorizations of all
         Governmental Authorities necessary for the lawful conduct of the
         business conducted by WAPCO.



                                       54
<PAGE>

                  "PERSON" means and includes natural persons, corporations,
         limited partnerships, general partnerships, limited liability
         companies, limited liability partnerships, joint stock companies, joint
         ventures, associations, companies, trusts, banks, trust companies, land
         trusts, business trusts or other organizations, whether or not legal
         entities, but excludes Governmental Authorities and employees of
         Governmental Authorities working in their capacity as employees of such
         Governmental Authorities.

                  "PETROLEUM PRODUCTS" means any crude oil, condensate,
         petroleum or petroleum products, natural or synthetic gas.

                  "PRELIMINARY EFFECTIVE TIME DEFICIT" has the meaning assigned
         to that term in Section 2(d)(i).

                  "PRELIMINARY EFFECTIVE TIME SURPLUS" has the meaning assigned
         to that term in Section 2(d)(ii).

                  "PROCEEDING" means any action, arbitration, audit, claim,
         inspection, notice, review, hearing, investigation, litigation, or suit
         (whether civil, criminal, administrative, investigative, or informal),
         at law or in equity, commenced, brought, conducted, or heard by or
         before, or otherwise involving, any Governmental Authority or
         arbitrator.

                  "PURCHASE PRICE" has the meaning assigned to that term in
         Section 2(a).

                  "REFINERY ASPA" has the meaning specified in the Recitals.

                  "REIMBURSEMENT" shall have the meaning set forth in Section
         15.

                  "RELEASE" or "RELEASED" means any spilling, leaking, pumping,
         pouring, emitting, emptying, discharging, injecting, escaping,
         leaching, dumping, migrating or disposing (including the abandoning or
         discarding of barrels, containers and other closed receptacles
         containing any Hazardous Material) of a substance into the environment,
         including the movement or continued movement of any materials through
         or it the air, soil, surface water, ground water or property.

                  "REPRESENTATIVE" means, with respect to any Person, any
         director, officer, employee, agent, advisor (including legal,
         accounting and financial advisors), Affiliate or other representative
         or agent authorized to act on behalf of such Person.

                  "RESPONSIBLE OFFICER" means, with respect to Seller or Buyer,
         the Chairman, the Chief Executive Officer, the President, the Chief
         Operating Officer, the Chief Financial Officer or any Vice President of
         such Party.

                  "SELLER" has the meaning specified in the introductory
         paragraph of this Agreement.

                  "SELLER INDEMNIFIED PARTY" shall have the meaning set forth in
         Section 15(b)(ii).



                                       55
<PAGE>

                  "STOCKHOLDER'S EQUITY" will be derived from the Effective Time
         Balance Sheet. The following items will be removed from the Effective
         Time Balance Sheet for purposes of calculating Stockholder's Equity:(A)
         fixed assets and depreciation; (B) Excluded Current Assets; (C)
         Excluded Current Liabilities; (D) the Direct Net Working Capital; (E)
         all Excluded Items; (F) all other items which represent WAPCO's
         proportionate share of Alyeska's balance sheet; and (G) all noncurrent
         intercompany payables and receivables.

                  "TAPS" has the meaning specified in the Recitals.

                  "TAPS AGREEMENT" has the meaning specified in the Recitals.

                  "TAPS INTERESTS" has the meaning specified in the Recitals.

                  "TAPS INTRASTATE RATES LITIGATION" means intrastate rate case
         pending before the Regulatory Commission of Alaska, docket numbers
         P-97-4/P-97-7, P-03-4 and P-86-2.

                  "TAPS PERMITTED LIENS" means:

                           (A) the terms, conditions, restrictions, obligations,
                  exceptions, reservations, limitations and other matters
                  contained in any rights of way or documents under which Seller
                  has obtained any rights of way or other property rights
                  associated with the TAPS Interests, in each case that do not,
                  and will not, interfere materially with the possession,
                  ownership, use, operation or value of the TAPS Interests;

                           (B) liens for property taxes and assessments that are
                  not yet due and payable as of the Effective Time (or if
                  delinquent, that are being contested in good faith by Seller
                  by appropriate proceedings);

                           (C) any obligations or duties affecting the TAPS
                  Interests to the extent created by any Governmental Authority
                  under any Permit or Legal Requirement;

                           (D) easements, restrictive covenants, defects in
                  title and irregularities, and other matters that do not and
                  will not interfere materially with the possession, ownership,
                  use, operation or value of the TAPS Interests;

                           (E) mechanic's, materialmen's, repairmen's and other
                  statutory liens that do not and will not interfere materially
                  with the possession, ownership, use, operation or value of the
                  TAPS Interests; and

                           (F) transfer restrictions and requirements arising
                  under applicable Federal and state securities laws.


                                       56
<PAGE>

                  "TAXES" means taxes of any kind, levies or other like
         assessments, customs, duties, or imposts, including income, gross
         receipts, ad valorem, value added, excise, motor fuel, real or personal
         property, asset, sales, use, license, payroll, transaction, capital,
         net worth and franchise taxes, estimated taxes, withholding,
         employment, social security, workers compensation, utility, severance,
         production, unemployment compensation, occupation, premium, windfall
         profits, transfer and gains taxes or other governmental taxes imposed
         or payable to the United States or any state, local or foreign
         governmental subdivision or agency thereof, and in each instance such
         term shall include any interest, penalties or additions to tax
         attributable to any such Tax, including penalties for the failure to
         file any Tax Return or report.

                  "TAX RETURN" means any return, report or similar statement
         required to be filed with respect to any Taxes (including any attached
         schedules), including, without limitation, any information return,
         claim for refund, amended return or declaration of estimated Taxes.

                  "THREATENED" means as follows: a claim, Proceeding, dispute,
         action, or other matter will be deemed to have been "Threatened" if any
         demand or statement has been made (in writing or, to Seller's
         Knowledge, verbally) or any notice has been given (in writing or, to
         Seller's Knowledge, verbally).

                  "THIRD PARTY CLAIM" shall have the meaning set forth in
         Section 15.

                  "TSM" shall have the meaning set forth in Section 3(b).

                  "VALDEZ INVENTORY TRANSPORTATION REVENUE" has the meaning set
         forth in Section 2(e).

                  "WAPCO" has the meaning specified in the Recitals.

                  "WAPCO AGGREGATE CAP" has the meaning specified in Section
         15(d)(ii).

                  "WAPCO CONTRACTS" has the meaning specified in Section 5(l).

                  "WAPCO ENVIRONMENTAL CAP" has the meaning specified in Section
         15(d)(ii).

                  "WAPCO GENERAL CAP" has the meaning specified in Section
         15(d)(ii).

                  "WAPCO INTERESTS" has the meaning specified in the Recitals.

                  "WAPCO PERMITTED LIENS" shall have the meaning specified in
         Section 1(a).

                  "WAPCO THRESHOLD" has the meaning specified in Section
         15(d)(i).

                  "WILLIAMS GUARANTOR" has the meaning specified in the
         introductory paragraph of this Agreement.



                                       57
<PAGE>

                  "WILLIAMS GUARANTY" has the meaning specified in Section
         11(b)(iii).

         (b) Other Definitional Provisions.

                           (i) All references in this Agreement to Exhibits,
                  Sections, subsections and other subdivisions refer to the
                  corresponding Exhibits, Sections, subsections and other
                  subdivisions of or to this Agreement unless expressly provided
                  otherwise. References in a Section of this Agreement to any
                  Disclosure Schedule shall refer to (A) that section or
                  schedule of the Disclosure Schedule which corresponds to the
                  number of such Section, and (B) any other Section or Schedule
                  that contains information or disclosures that reasonably
                  relate to the substance of such Section or Schedule. Titles
                  appearing at the beginning of any Sections, subsections or
                  other subdivisions of this Agreement are for convenience only,
                  do not constitute any part of this Agreement, and shall be
                  disregarded in construing the language hereof.

                           (ii) Any representations and warranties with regards
                  to WAPCO Interests are made solely with regards to the WAPCO
                  Interests and are not intended to imply a representation or
                  warranty with regards to the TAPS interests.

                           (iii) Exhibits and Schedules to this Agreement are
                  attached hereto and by this reference incorporated herein for
                  all purposes.

                           (iv) References to "days" in this Agreement shall
                  refer to calendar days, unless otherwise specified.

                           (v) The words "THIS AGREEMENT," "HEREIN," "HEREBY,"
                  "HEREUNDER" and "HEREOF," and words of similar import, refer
                  to this Agreement as a whole and not to any particular
                  subdivision unless expressly so limited. The words "THIS
                  SECTION" and "THIS SUBSECTION," and words of similar import,
                  refer only to the Section or subsection hereof in which such
                  words occur. The word "OR" is not exclusive, and the word
                  "INCLUDING" (in its various forms) means including without
                  limitation.

                           (vi) Pronouns in masculine, feminine or neuter
                  genders shall be construed to state and include any other
                  gender, and words, terms and titles (including terms defined
                  herein) in the singular form shall be construed to include the
                  plural and vice versa, unless the context otherwise requires.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



                                       58
<PAGE>



         This Purchase Agreement is executed as of the date first above stated.

                                            KOCH ALASKA PIPELINE COMPANY, LLC

                                            By:         /s/ Patrick M. McCann
                                                        ------------------------
                                            Name:       Patrick M. McCann
                                                        ------------------------
                                            Title:      President
                                                        ------------------------

                                            WILLIAMS ENERGY SERVICES, LLC

                                            By:         /s/ Phillip D. Wright
                                                        ------------------------
                                            Name:       Phillip D. Wright
                                                        ------------------------
                                            Title:      Senior Vice President
                                                        ------------------------

                                            THE WILLIAMS COMPANIES, INC.

                                            By:         /s/ Phillip D. Wright
                                                        ------------------------
                                            Name:       Phillip D. Wright
                                                        ------------------------
                                            Title:      Senior Vice President
                                                        ------------------------



                                       59