exv10w11






Exhibit 10.11




AMENDMENT TO

THE WILLIAMS COMPANIES, INC. 2002 INCENTIVE PLAN

(AS AMENDED AND RESTATED EFFECTIVE JANUARY 23, 2004)

AND AWARD AGREEMENTS THEREUNDER



This Amendment (“Amendment”) to The Williams Companies, Inc. 2002 Incentive Plan (as amended and
restated effective January 23, 2004) (“Plan”), and to Award Agreements pursuant to which Awards
have previously been made thereunder, is hereby adopted effective the 26th day of
January, 2007.



WHEREAS, Section 4.2 of the Plan provides that upon the occurrence of certain events, adjustments
may be made to (a) the number and type of Shares (or other securities or property) with respect to
which Awards may be granted under the Plan, (b) the number and type of Shares (or other securities
or property) subject to outstanding Awards, (c) the grant or exercise price with respect to any
award under the Plan or provision made for a cash payment to the holder of an outstanding Award,
(d) the number and kind of Shares of outstanding Restricted Shares or relating to any other
outstanding Award in connection with which Shares are subject, and (e) the number of Shares with
respect to which Awards may be granted to a Grantee; and



WHEREAS, the Board of Directors of the Company has determined that it is in the best interest of
the Company to provide protection against both dilution and accretion of Awards and greater
assurance of the continued ability of the Company to make Awards under the Plan upon the occurrence
of certain events;



NOW, THEREFORE, the Plan and each Award Agreement pursuant to which Awards under the Plan have been
granted and remain outstanding are hereby amended as follows:



1. Section 4.2 of the Plan is amended and restated in its entirety to read as follows:






4.2 Adjustments in Authorized Shares and Awards. In the event of any
dividend or other distribution (whether in the form of cash, Shares, or other
property, but excluding regular, quarterly cash dividends), recapitalization,
forward or reverse stock split, subdivision, consolidation or reduction of capital,
reorganization, merger, consolidation, scheme of arrangement, split-up, spin-off or
combination involving the Company or repurchase or exchange of Shares or other
securities of the Company or other rights to purchase Shares or other securities of
the Company, or other similar corporate transaction or event that affects the
Shares, provided that any such transaction or event referred to heretofore does not
involve the receipt of consideration by the Company, then the Committee shall, in
such manner as it deems equitable in order to prevent dilution or enlargement of the
benefits or potential benefits intended to be made



 









 







available under the Plan, adjust
(a) the number and type of Shares (or other securities or property) with respect to
which Awards may be granted, (b) the number and type of Shares (or other securities
or property) subject to outstanding Awards, (c) the grant or exercise
price with respect to any Award or, if deemed appropriate, make provision for a cash
payment to the holder of an outstanding Award, (d) the number and kind of
outstanding Shares of Restricted Stock or relating to any other outstanding Award in
connection with which Shares are subject, (e) the number of Shares with respect to
which Awards may be granted to a Grantee, as set forth in Section 4.3 and (f) the
number of Shares subject to outstanding Restricted Stock Units granted under Section
13.5; provided, in each case, that with respect to Awards of Incentive Stock Options
intended as of the grant date to qualify as Incentive Stock Options, no such
adjustment shall be authorized to the extent that such adjustment would cause the
Plan to violate Section 422(b)(1) of the Code; and provided further that the number
of Shares subject to any Award denominated in Shares shall always be a whole number.
By way of example and not limitation, neither the conversion of any convertible
securities of the Company nor the open market purchase of Shares by the Company
shall be treated as a transaction that “does not involve the receipt of
consideration” by the Company.


2. Each Award Agreement pursuant to which an Award was made under the Plan and that remains
outstanding as of the date this Amendment is hereby amended to incorporate Section 4.2 as amended
and restated as set forth in Paragraph 1 above, but only to the extent that application of such
amendment would not adversely affect such Award in any material way.



3. Except as set forth in Paragraphs 1 and 2 above, the Plan and Award Agreement and all of their
respective terms and conditions shall continue in effect.



4. All capitalized terms in this Amendment shall have the meanings set forth in the Plan except to
the extent otherwise defined herein.



This Amendment is hereby approved and adopted effective as of the date first set forth above.