exv10w8






Exhibit 10.8




Williams Partners GP LLC

Director Compensation Policy

Adopted November 29, 2005

Revised January 26, 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. Annual Compensation Package



Subject to adjustment as provided in Section IV below, for their service on the Board for the
period beginning on August 22 of each year and ending on August 21 of the following year (“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 annual compensation package (“Annual Compensation Package”):





	 	1.	 	$75,000 cash; and
	 
	 	2.	 	$5,000 cash each for service on the conflicts and audit committees of the Board.




Subject to the provisions of Section IV below, annual cash compensation amounts shall be paid as of
August 22.




II. Conflicts Committee Fees



In addition to the 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 22 and February 1 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 7 and January 15 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 22 and prior to December 1
shall receive the full Annual Compensation Package for such Annual Compensation Period paid
as of December 15.
	 
	 	 	 	A person who first becomes a Non-Employee Director on or after December 1 and on or before
February 28 shall receive a prorated Annual Compensation Package for such first Annual
Compensation Period paid as of March 15.
	 
	 	 	 	A person who first becomes a Non-Employee Director on or after March 1 and prior to August
22 shall receive a prorated Annual Compensation Package for such first Annual Compensation
Period paid as of August 22.
	 
	 	2.	 	Proration.
	 
	 	 	 	The amount of cash compensation for a prorated Annual Compensation Package shall be the
product of the aggregate 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 following August 21 and the denominator of
which is 12.





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”).