exv10w1






Exhibit 10.1




Williams Partners GP LLC

Director Compensation Policy

Adopted November 29, 2005

Revised August 20, 2008

Revised January 26, 2009

Revised May 28, 2009




Compensation of Directors




Members of the Board of Directors (the “Board”) of Williams Partners GP LLC (the “Company”) who are
also officers or employees of affiliates of the Company shall receive no additional compensation
for serving on the Board or Board committees.




I. Bi-Annual Compensation Package




Subject to adjustment as provided in Section IV below, for the two periods beginning on August
22nd of each year and ending on January 31st of the following year as well
as beginning on February 1st and ending on August 21st (each “Bi-Annual
Compensation Period”), directors who are not officers or employees of the Company or its affiliates
(each a “Non-Employee Director” and collectively “Non-Employee Directors”) shall receive the
following bi-annual compensation package (“Bi-Annual Compensation Package”):





	 	1.	 	$37,500 cash, subject to the provisions of Section IV below, such cash compensation
to be paid on August 22nd and February 1st for an annual sum of
$75,000; and
	 
	 	2.	 	$2,500 cash each for service on the conflicts and audit committees of the Board,
subject to the provisions of Section IV below, such cash compensation to be paid on August
22nd and February 1st for an annual sum of $5,000.





II. Conflicts Committee Fees




In addition to the Bi-Annual Compensation Package, each Non-Employee Director serving as a member
of the conflicts committee shall receive $1,250 cash for each conflicts committee meeting where the
member is present, minutes have been recorded, and substantive business was conducted at the
meeting (“Conflicts Committee Fee”).




Conflicts Committee Fees shall be paid on August 22nd and February 1st each
year for qualifying meetings held during the preceding months. To enable timely payment
of meeting fees, a schedule detailing the number of qualifying meetings held, as well as the
members present at each meeting, will be provided to the Company’s corporate secretary no later
than August 7th and January 15th of each year.




III. Other Compensation




 









 








In addition, each Non-Employee Director shall receive the following for service on the Board:





	 	1.	 	for a person first elected as a Non-Employee Director after September 16, 2005, a
one-time payment of $25,000 cash on the date of election to the Board; and
	 
	 	2.	 	reimbursement for reasonable out-of-pocket expenses incurred in connection with
attending Board and committee meetings and attending education programs relevant to their
duties as members of the Board.





IV. Interim Payment and Grant Dates and Proration





	 	1.	 	Interim Payment and Grant Dates.






A person who first becomes a Non-Employee Director after August 22nd and prior
to December 1st shall receive the full Bi-Annual Compensation Package payment
for such first Bi-Annual Compensation Period (August 22nd through January
31st) paid as of December 15th.




A person who first becomes a Non-Employee Director on or after December 1st and
on or before January 31st shall receive a prorated Bi-Annual Compensation
Package for such first Bi-Annual Compensation Period (August 22nd through
January 31st) paid as of February 1st.




A person who first becomes a Non-Employee Director on or after February 1st and
prior to August 22nd shall receive a prorated Bi-Annual Compensation Package for
such first Bi-Annual Compensation Period (February 1st through August
21st) paid as of August 22nd.




	 	2.	 	Proration.






The amount of cash compensation for a prorated Bi-Annual Compensation Package shall be the
product of the aggregate bi-annual cash compensation amount applicable to such Non-Employee
Director as set forth in Section I above multiplied by a fraction, the numerator of which
is the number of full and fractional calendar months elapsing between the date such person
first becomes a Non-Employee Director and the earlier of the following August
21st or January 31st and the denominator of which is 6.



V. Other Provisions




Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the
Williams Partners GP LLC Long-Term Incentive Plan, as amended (the “Plan”).