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  For purposes of this Section 4, “**service with the Company**” shall include being an employeeof or a director or consultant to the Company or an Affiliate.   For purposes of this Section 4, “**Cause**” shall mean:(1) an act by the Grantee of willful misrepresentation, fraud or willful dishonestyintended to result in substantial personal enrichment at the expense of the Companyor an Affiliate;(2) the Grantee’s willful misconduct with regard to the Company or an Affiliate thatis intended to have a material adverse impact on the Company or an Affiliate;(3) the Grantee’s material, willful and knowing violation of Company or Affiliateguidelines or policies or the Grantee’s fiduciary duties which has or is intended tohave a material adverse impact on the Company or an Affiliate;(4) the Grantee’s willful or reckless behavior in the performance of his or herduties which has a material adverse impact on the Company or an Affiliate;(5) the Grantee’s willful failure to perform his or her duties or to follow awritten direction of the Chairman or the board of directors of the Company;(6) the Grantee’s conviction of, or pleading *nolo contendere*or guilty to, a felony;or(7) any other willful material breach by the Grantee of his or her obligations tothe Company or an Affiliate that, if curable, is not cured within 20 days of receiptof written notice from the Company or an Affiliate.5. ***Unit Certificates.***A certificate evidencing the Restricted Units shall be issued in yourname, pursuant to which you shall have all voting rights. The certificate shall bear thefollowing legend:The Units evidenced by this certificate have been issued pursuant to an agreementmade as of ___, ___, a copy of which is attached hereto and incorporatedherein, between Williams Pipeline GP LLC (the “Company”) and the registered holderof the Units, and are subject to forfeiture to the Company under certaincircumstances described in such agreement. The sale, assignment, pledge or othertransfer of the Units evidenced by this certificate is prohibited under the termsand conditions of such agreement, and such Units may not be sold, assigned, pledgedor otherwise transferred except as provided in such agreement.  The Company may cause the certificate to be delivered upon issuance to the Secretary of theCompany as a depository for safekeeping until the forfeiture occurs or the restrictionslapse pursuant to the terms of this Agreement. Upon request of the Company, you shalldeliver to the Company a unit power, endorsed in blank, relating to the Restricted Unitsthen subject to the restrictions. Upon the lapse of the restrictions without forfeiture,the
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  Company shall cause a certificate or certificates to be issued without legend in your namein exchange for the certificate evidencing the Restricted Units. 6. ***Limitations Upon Transfer.***All rights under this Agreement shall belong to you alone and maynot be transferred, assigned, pledged, or hypothecated by you in any way (whether by operationof law or otherwise), other than by will or the laws of descent and distribution and shall notbe subject to execution, attachment, or similar process. Upon any attempt by you to transfer,assign, pledge, hypothecate, or otherwise dispose of such rights contrary to the provisions inthis Agreement or the Plan, or upon the levy of any attachment or similar process upon suchrights, such rights shall immediately become null and void. 7. ***Restrictions.***By accepting this grant, you agree that any Units which you may acquire uponvesting of this Award will not be sold or otherwise disposed of in any manner which wouldconstitute a violation of any applicable federal or state securities laws. You also agreethat (i) the certificates representing the Units acquired under this Award may bear suchlegend or legends as the Committee deems appropriate in order to assure compliance withapplicable securities laws, (ii) the Company may refuse to register the transfer of the Unitsacquired under this Award on the transfer records of the Company if such proposed transferwould in the opinion of counsel satisfactory to the Company constitute a violation of anyapplicable securities law, and (iii) the Company may give related instructions to its transferagent, if any, to stop registration of the transfer of the Units to be acquired under thisAward. 8. ***Withholding of Tax.***To the extent that the grant or vesting of a Restricted Unit results inthe receipt of compensation by you with respect to which the Company or an Affiliate has a taxwithholding obligation pursuant to applicable law, unless other arrangements have been made byyou that are acceptable to the Company or such Affiliate, you shall deliver to the Company orthe Affiliate such amount of money as the Company or the Affiliate may require to meet itswithholding obligations under such applicable law. No issuance of an unrestricted Unit shallbe made pursuant to this Agreement until you have paid or made arrangements approved by theCompany or the Affiliate to satisfy in full the applicable tax withholding requirements of theCompany or Affiliate with respect to such event. 9. ***Code******Section 83(b)******Election.***You shall be permitted to make an election under Section 83(b)of the Code, to include an amount in income in respect of the Award of Restricted Units inaccordance with the requirements of Section 83(b) of the Code. 10. ***Binding Effect.***This Agreement shall be binding upon and inure to the benefit of anysuccessor or successors of the Company and upon any person lawfullyclaiming under you. 11. ***Entire Agreement.***This Agreement, together with the Plan, constitute the entire agreement ofthe parties with regard to the subject matter hereof, and together contain all the covenants,promises, representations, warranties and agreements between the parties with respect to theRestricted Units granted hereby. Without limiting the scope ofthe
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  preceding sentence, all prior understandings and agreements, if any, among the partieshereto relating to the subject matter hereof are hereby null and void and of no furtherforce and effect. Any modification of this Agreement shall be effective only if it is inwriting and signed by both you and an authorized officer of theCompany. 12. ***Governing Law.***This grant shall be governed by, and construed in accordance with, the lawsof the State of Oklahoma, without regard to conflicts of laws principles thereof that wouldapply the law of any other state.                      **Williams Pipeline GP LLC**   **Grantee**                        By:                                         Name:     Name:                                     Title:                     
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