<PAGE>
                                                                   EXHIBIT 10.76


                             CONTRIBUTION AGREEMENT



                                BETWEEN AND AMONG


                          WILLIAMS ENERGY SERVICES, LLC


                                 WILLIAMS GP LLC



                                       AND


                          WILLIAMS ENERGY PARTNERS L.P.




                                  APRIL 11,2002















<PAGE>


                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                                        Page
<S>                                                                                                     <C>
ARTICLE 1 CONTRIBUTION................................................................................... 1
   1.1     Excluded Assets..............................................................................  1

ARTICLE 2 CONTRIBUTION AND CLOSING......................................................................  2
   2.1     Contribution and Closing.....................................................................  2
   2.2     Deliveries at the Closing....................................................................  2
   2.3     Transfer Taxes and Recording Fees............................................................  3
   2.4     Working Capital..............................................................................  3

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF WES.........................................................  4
   3.1     Organization and Existence...................................................................  4
   3.2     Capitalization of WPL........................................................................  4
   3.3     Subsidiaries.................................................................................  4
   3.4     Authority and Approval.......................................................................  5
   3.5     No Conflict..................................................................................  5
   3.6     Consents.....................................................................................  6
   3.7     Laws and Regulations; Litigation.............................................................  6
   3.8     Financial Statements.........................................................................  7
   3.9     No Adverse Changes...........................................................................  7
   3.10    Liabilities..................................................................................  7
   3.11    Taxes  ......................................................................................  8
   3.12    Employees and Benefits.......................................................................  9
   3.13    Accurate and Complete Records................................................................ 10
   3.14    Environmental................................................................................ 10
   3.15    Bankruptcy................................................................................... 12
   3.16    Contracts and Commitments.................................................................... 12
   3.17    Assets....................................................................................... 14
   3.18    Assets Other than Real Property Interests.................................................... 14
   3.19    Title to Real Property....................................................................... 15
   3.20    Intellectual Property........................................................................ 15
   3.21    Licenses; Permits............................................................................ 16
   3.22    Insurance.................................................................................... 16
   3.23    Utility Status............................................................................... 16
   3.24    Brokerage Arrangements....................................................................... 16
   3.25    Securities Laws.............................................................................. 16
   3.26    Transactions with Affiliates................................................................. 17
   3.27    Excluded Assets.............................................................................. 17

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF WILLIAMS GP LLC AND
ENERGY PARTNERS......................................................................................... 17
   4.1(a)  Organization and Existence................................................................... 17
   4.1(b)  Authority and Approval....................................................................... 18
</Table>


                                       i


<PAGE>

<Table>
<S>                                                                                                     <C>
   4.1(c)  Brokerage Arrangements....................................................................... 18
   4.1(d)  Utility Status............................................................................... 18
   4,1(e)  Securities Laws.............................................................................. 18
   4.2(a)  Organization and Existence................................................................... 19
   4.2(b)  Authority and Approval....................................................................... 19
   4.2(c)  Brokerage Arrangements....................................................................... 19
   4.2(d)  Utility Status............................................................................... 20
   4.2(e)  New Units.................................................................................... 20

ARTICLE 5 ADDITIONAL AGREEMENTS, COVENANTS, RIGHTS AND OBLIGATIONS...................................... 20
   5.1     Certain Changes.............................................................................. 20
   5.2     Operations................................................................................... 21
   5.3     Access....................................................................................... 22
   5.4     Reporting Requirements....................................................................... 23
   5.5     Reasonable Best Efforts; Further Assurances.................................................. 23
   5.6     Casualty Loss................................................................................ 23

ARTICLE 6 CONDITIONS TO CLOSING......................................................................... 24
   6.1     Conditions to the Obligations of Williams GP LLC and Energy Partners......................... 24
   6.2     Conditions to the Obligation of WES.......................................................... 25

ARTICLE 7 TAX MAYFERS................................................................................... 26
   7.1     Liability for Taxes.......................................................................... 26
   7.2     Tax Returns.................................................................................. 28
   7.3     Tax Proceedings.............................................................................. 30
   7.4     Cooperation and Exchange of Information...................................................... 30
   7.5     Survival..................................................................................... 31
   7.6     Conflict..................................................................................... 31
   7.7     Miscellaneous................................................................................ 31

ARTICLE 8 INVESTIGATION; LIMITATIONS.................................................................... 31
   8.1     Independent Investigation; Limitations....................................................... 31

ARTICLE 9 TERMINATION................................................................................... 32
   9.1     Events of Termination........................................................................ 32
   9.2     Effect of Termination........................................................................ 33

ARTICLE 10 INDEMNIFICATION upon closing................................................................. 33
   10.1    Indemnification of Williams GP LLC and Energy Partners upon Closing.......................... 33
   10.2    Indemnification of WES....................................................................... 33
   10.3    Demands...................................................................................... 34
   10.4    Right to Contest and Defend.................................................................. 34
   10.5    Cooperation.................................................................................. 35
   10.6    Right to Participate......................................................................... 35
   10.7    Payment of Damages........................................................................... 35
</Table>


                                       ii

<PAGE>
<Table>
<S>                                                                                                     <C>
   10.8    Limitations on Indemnification............................................................... 36
   10.9    Sole Remedy.................................................................................. 37
   10.10   Addition to or Substitution of WES as Indemnitor............................................. 37
   10.11   Express Negligence........................................................................... 39

ARTICLE 11 MISCELLANEOUS................................................................................ 39
   11.1    Expenses..................................................................................... 39
   11.2    Notices...................................................................................... 39
   11.3    No Negotiations.............................................................................. 40
   11.4    Governing Law................................................................................ 41
   11.5    Public Statements............................................................................ 41
   11.6    Form of Payment.............................................................................. 41
   11.7    Entire Agreement; Amendments and Waivers..................................................... 41
   11.8    Conflicting Provisions....................................................................... 42
   11.9    Binding Effect and Assignment................................................................ 42
   11.10   WES Right of First Refusal................................................................... 42
   11.11   Severability................................................................................. 43
   11.12   Interpretation............................................................................... 43
   11.13   Headings and Schedules....................................................................... 43
   11.14   Multiple Counterparts........................................................................ 44
</Table>



                                      iii

<PAGE>


                                  DEFINED TERMS

<Table>
<S>                                                                                                  <C>
Adverse Effect........................................................................................5
Affiliate.............................................................................................1
Agreement.............................................................................................1
Cap...................................................................................................37
Closing...............................................................................................2
Closing Date..........................................................................................2
Constituent Documents.................................................................................41
Contracts.............................................................................................12
Contributor's Tax.....................................................................................29
Damages...............................................................................................33
Deductible............................................................................................36
Disclosure Letter.....................................................................................6
Energy Partners.......................................................................................1
Energy Partners Notice................................................................................30
Energy Partners Parties...............................................................................33
Environmental Deductible..............................................................................36
Environmental Laws....................................................................................10
Excluded Assets.......................................................................................1
Financial Statements..................................................................................7
Hazardous Materials...................................................................................11
Historical WPL Working Capital........................................................................3
Indemnity Claim.......................................................................................34
Knowledge.............................................................................................6
Liens.................................................................................................15
Net Cash Proceeds.....................................................................................2
New Units.............................................................................................2
Notice................................................................................................39
PACE Collective Bargaining Agreement..................................................................10
Permitted Liens.......................................................................................15
Person................................................................................................5
Proceeding Notice.....................................................................................30
Tax...................................................................................................26
Tax Losses............................................................................................27
Tax Returns...........................................................................................27
Taxes.................................................................................................26
Taxing Authority......................................................................................27
Transfer..............................................................................................43
WES...................................................................................................1
WES Equity Amount.....................................................................................2
WES Parties...........................................................................................33
Williams Group........................................................................................28
</Table>



                                       i

<PAGE>


<Table>
<S>                                                                                                   <C>
WPL...................................................................................................1
WPL Benefit Plans.....................................................................................10
WPL LLC Interest......................................................................................1
WPL Working Capital...................................................................................3
</Table>



                                       ii


<PAGE>



                                    ARTICLE 2
                            CONTRIBUTION AND CLOSING

2.1      Contribution and Closing

         Subject to the satisfaction or waiver of the conditions to closing set
         forth in Article 6, the closing of the contributions of the WPL LLC
         Interest and the other transactions described in Section 2.2 (the
         "Closing") will be held at the offices of WES on or before the third
         business day following satisfaction or waiver of all such conditions,
         commencing at 9:00 a.m., Tulsa, Oklahoma time or such other place, date
         and time as may be mutually agreed upon by the parties hereto. The
         "Closing Date," as referred to herein, shall mean the date of the
         Closing.

2.2      Deliveries at the Closing.

         (a)      WES will contribute the WPL LLC Interest to Williams GP LLC;

         (b)      In exchange for WES' contribution of the WPL LLC Interest,
                  Williams GP LLC will assign and transfer to WES an additional
                  20.72% membership interest in Williams GP LLC;

         (c)      Williams GP LLC will contribute the WPL LLC Interest to Energy
                  Partners in exchange for the following:

                           (A) the right to receive $674,364,000 in cash (the
                           "Net Cash Proceeds") pursuant to a borrowing of $700
                           million, reduced by transaction fees of $10,600,000
                           and the amount of $15,036,000 for the WPL trade notes
                           and accounts receivable reflected in Part V of
                           Exhibit 1.1 and assigned to WES before Closing; and

                           (B) a number of Class B units of limited partnership
                           interest in Energy Partners (the "New Units")
                           determined by dividing 98% of the WES Equity Amount
                           (as that term is defined below in this section) by
                           the average price per unit for Energy Partners'
                           common units (determined by averaging the closing
                           price for such common units as reported in the
                           principal composite reporting system for the NYSE for
                           each of the first twenty trading days of the
                           twenty-one trading days immediately preceding the
                           Closing. If there are no sales on any one of those
                           days of that twenty-day period, the average of the
                           closing bid and asked prices for that day, as
                           reported in the principal composite reporting system
                           for the NYSE, will be used). Such New Units would
                           have the rights and obligations specified in the
                           Amended and Restated Agreement of Limited Partnership
                           of Energy Partners as further amended by the First
                           Amendment thereto dated as of the Closing Date. The
                           term "WES Equity Amount" means $1,000,000,000 minus
                           the sum of (i) the Net Cash Proceeds and (ii)



                                       2

<PAGE>

                           the amount of $15,036,000 for the "NFL trade notes
                           and accounts receivable reflected in Part V of
                           Exhibit 1.1 and assigned to WES before Closing); and

                           (C) an additional General Partner Interest in Energy
                           Partners equal to 2% of the WES Equity Amount in
                           satisfaction of Williams GP LLC's obligation, in
                           connection with the transaction contemplated by this
                           Agreement, to contribute 2% of total contributions to
                           Energy Partners in accordance with the terms of
                           Energy Partners' Amended and Restated Agreement of
                           Limited Partnership; and.

         (d)      In accordance with clause (c)(1) above, Energy Partners will
                  borrow the necessary funds and distribute the Borrowing
                  Proceeds to Williams GP LLC in satisfaction of GP LLC's right
                  to receive such amount as set forth in clause (c)(1)(A) above.

2.3      Transfer Taxes and Recording Fees

         (a)      WES and Williams GP LLC, as contributors hereunder, will each
                  be responsible for any and all taxes or fees imposed or
                  incurred by reason of the contributions hereunder and/or the
                  filing or recording of any instruments necessary to effect the
                  contributions hereunder, regardless of when such taxes or fees
                  are levied or imposed.

2.4      Working Capital

         The term "WPL Working Capital" means the adjusted net working capital
         working capital of WPL which excludes the receivables, intercompany
         amounts and other items specified by, and calculated a~ set forth, in
         Schedule 2.4 hereto. "Historical WPL Working Capital" means the average
         of the adjusted net working capital WPL Working Capital amounts for the
         six months of September - December, 2001 and January and February,
         2002, as shown on Schedule 2.4.

         As soon after Closing as is practicable (but not later than June 30,
         2002), the Historical WPL Working Capital will be compared to WPL's
         Working Capital amount as of March 31, 2002. If there is a change from
         the Historical WPL Working Capital to the WPL Working Capital as of
         March 31, 2002, the following shall occur: (a) If such difference
         reflects either an increase in positive WPL Working Capital or a
         decrease in negative WPL Working Capital, Energy Partners shall
         promptly pay (in New Units or cash or a combination thereof, as the
         Parties shall mutually agree) the amount of such difference to WES; (b)
         if such difference reflects either a decrease in positive WFL Working
         Capital or an increase in negative WPL Working Capital, WES shall
         promptly pay (in New Units or cash or a combination thereof, as the
         Parties shall mutually agree) the amount of such difference to Energy
         Partners.



                                       3
<PAGE>


                                    ARTICLE 3
                      REPRESENTATIONS AND WARRANTIES OF WES

WES hereby represents and warrants to Williams GP LLC and Energy Partners that
as of the date hereof and as of the Closing Date:

3.1      Organization and Existence

         (a)      WES is duly formed, validly existing and in good standing
                  under the laws of the State of Delaware. WES has full limited
                  liability company power and authority to transfer its
                  ownership interest in WPL and perform its obligations
                  hereunder

         (b)      WPL is duly formed, validly existing and in good standing
                  under the laws of the State of Delaware. WPL has full limited
                  liability company power and authority to own and hold the
                  properties and assets it now owns and holds and to carry on
                  its business as and where such properties are now owned or
                  held and such business is now conducted. WPL is duly licensed
                  or qualified to do business and is in good standing in the
                  states in which the character of the properties and assets now
                  owned or held by it or the nature of the business now
                  conducted by it requires it to be so licensed or qualified,
                  except where the failure to be so qualified or in good
                  standing would not reasonably be expected to have a material
                  adverse effect on WPL's business, financial condition or
                  results of operations. The Limited Liability Company Agreement
                  of WPL is attached as Schedule 3.1 to the Disclosure Letter
                  (as that term is defined in Section 3.5).

3.2      Capitalization of WPL

         (a)      The authorized ownership interest of WPL consists of the WPL
                  LLC Interest. The WPL LLC Interest has been validly issued and
                  is fully paid and non-assessable and has not been issued in
                  violation of any pre-emptive rights.

         (b)      There are no outstanding subscriptions, options, convertible
                  securities, warrants, calls or rights of any kind issued or
                  granted by, or binding upon, WPL, WES or any of their
                  Affiliates (other than Energy Partners, Williams GP LLC or
                  their subsidiaries) to purchase or otherwise acquire or issue,
                  sell or otherwise transfer any security of or equity interest
                  in WPL. WES owns the legal and beneficial title to, and has
                  full legal right to contribute, assign and transfer the WPL
                  LLC Interest to Williams GP LLC and will, at the time of
                  delivery thereof to Williams GP LLC pursuant to the terms
                  hereof, transfer good and valid title thereto free and clear
                  of all Liens.

3.3      Subsidiaries

         As of the Closing, WPL will not own any equity interest in any Person.



                                       4
<PAGE>


3.4      Authority and Approval

         WES has the full limited liability company power and authority to
         execute and deliver this Agreement, to consummate the transactions
         contemplated hereby and to perform all of the terms and conditions
         hereof to be performed by it. The execution and delivery of this
         Agreement, the performance of all the terms and conditions hereof to be
         performed by WES and the consummation of the transactions contemplated
         hereby have been duly authorized and approved by all requisite limited
         liability company governance action of WES. The WES Board of Directors
         has approved this Agreement and the transactions contemplated hereby.
         This Agreement constitutes the valid and binding obligation of WES
         enforceable in accordance with its terms, except as such enforcement
         may be limited by bankruptcy, insolvency, reorganization, moratorium or
         other similar laws affecting enforcement of creditors' rights generally
         and by general principles of equity (whether applied in a proceeding at
         law or in equity).

3.5      No Conflict

         Except as set forth in Part 3.5 of the Disclosure Letter (as defined
         below in this section), this Agreement and the execution and delivery
         hereof by WES does not, and the fulfillment and compliance with the
         terms and conditions hereof and the consummation of the transactions
         contemplated hereby will not, (a) conflict with any of, or require the
         consent of any Person (as defined below in this section) under, the
         terms, conditions or provisions of the limited liability company
         agreements charter, by-laws or equivalent governing instruments of WES,
         WPL or any of their Affiliates (other than Energy Partners, Williams GP
         LLC and their subsidiaries); (b) violate any provision of any law or
         administrative regulation or any judicial, administrative or
         arbitration order, award, judgment, writ, injunction or decree
         applicable to WES, WPL or any of their Affiliates (other than Energy
         Partners, Williams GP LLC and their subsidiaries); (c) conflict with,
         result in a breach of, constitute a default under (whether with notice
         or the lapse of time or both), or accelerate or permit the acceleration
         of the performance required by, or require any consent, authorization
         or approval under, any indenture, mortgage, lien or Contract to which
         WES, WPL or any of their Affiliates (other than Energy Partners,
         Williams GP LLC and their subsidiaries) is a party or by which it is
         bound or to which any property of WES, WPL or any of their Affiliates
         (other than Energy Partners, Williams GP LLC and their subsidiaries) is
         subject; (d) result in the creation of any lien, charge or encumbrance
         on the assets of WPL under any such indenture, mortgage, lien, lease or
         Contract, except in the case of clauses (b), (c) and (d), for those
         which individually or in the aggregate would not reasonably be expected
         to have an Adverse Effect as defined below in this section); or

         As used in this Agreement: "Adverse Effect" means an adverse effect on
         the business, financial condition or results of operations of WPL,
         provided that Adverse Effect shall not include an adverse effect
         arising from matters that generally affect the economy or the industry
         in which WPL is engaged; "Person" means an individual or entity,
         including without limitation any partnership, corporation,



                                       5
<PAGE>

         association, trust, limited liability company, joint venture,
         unincorporated organization or Governmental Authority; and "Disclosure
         Letter" means the disclosure letter delivered by WES to Williams GP LLC
         and Energy Partners concurrently with the execution and delivery of
         this Agreement.

3.6      Consents

         Except as set forth in Part 3.6 of the Disclosure Letter, no consent,
         approval, license, permit, order or authorization of any court or
         federal, state, municipal or other governmental department, commission,
         board, bureau, agency or instrumentality (collectively, "Governmental
         Authorities") or other Person is required to be obtained or made by or
         with respect to WES, WPL or any of their Affiliates (other than Energy
         Partners, Williams GP LLC and their subsidiaries) in connection with:

         (a)      the execution, delivery, and performance of this Agreement or
                  the consummation of the transactions contemplated hereby; and

         (b)      the conduct by WPL of its business following the Closing as
                  conducted on the date hereof.

3.7      Laws and Regulations; Litigation

         Part 3,7 of the Disclosure Letter sets forth a list, as of the date of
         this Agreement, of all pending lawsuits or claims, with respect to
         which either WES, WPL or any of their Affiliates (other than Energy
         Partners, Williams GP LLC and their subsidiaries) has been contacted in
         writing, against or affecting WPL or any of its properties, assets,
         operations or businesses. Except as set forth in the Disclosure Letter,
         none of such pending lawsuits or claims (a) would individually, or in
         the aggregate, reasonably be expected to have an Adverse Effect or (b)
         seek any injunctive relief.

         Except for those violations which would not individually, or in the
         aggregate, have an Adverse Effect, WPL is not in violation of or in
         default under any law or regulation or under any order of any
         Governmental Authorities applicable to it. Part 3.7 of the Disclosure
         Letter lists all of the claims, fines, actions, suits, demands,
         investigations or proceedings pending or, to WES' Knowledge (as the
         term Knowledge is defined below in this section), threatened against or
         affecting WPL, at law or in equity, by any Governmental Authorities
         having jurisdiction over WPL. Except as set forth in the Disclosure
         Letter none of such listed claims, fines, actions, suits, demands,
         investigations or proceedings would, individually or in the aggregate,
         reasonably be expected to have an Adverse Effect. Except as set forth
         in Part 3.7 of the Disclosure Letter, as of the date of this Agreement
         there is no lawsuit or claim by WPL that is pending against any other
         Person.

         "Knowledge," as used in this Agreement with respect to a party means
         the actual knowledge of that party's designated officer without the
         need by that officer to have



                                       6
<PAGE>

         conducted any independent investigation or inquiry. The designated
         officers for WES and WPL are Mike Mears, Bob Cronk, Rick Olson, Ralph
         Hill, Melanie Little, Paul Nelson, Scott Welch, and Joe Willis. The
         designated officer for both Williams GP LLC and Energy Partners is Don
         Wellendorf.

3.8      Financial Statements

         Set forth as Schedule 3.8 of the Disclosure Letter are true and correct
         copies of Ernst & Young-audited WPL balance sheets as of December 31,
         1999, 2000 and 2001, statements of income, cash flows and changes in
         member's equity for the fiscal years ended December 31, 1999, 2000 and
         2001, including the notes thereto (the "Financial Statements"). Such
         Financial Statements present fairly, in all material respects, the
         financial condition, the results of operations and the cash flows of
         WPL as of such dates for each of those three years in conformity with
         generally accepted accounting principles applied on a consistent basis.

3.9      No Adverse Changes

         Except as set forth in Part 3.9 of the Disclosure Letter, since
         December 31, 2001 there have been no changes in (a) the assets,
         liabilities, operations or financial condition of WPL, from that set
         forth in the Financial Statements or (b) the business or results of
         operations of WPL, which changes have had, or could reasonably be
         expected to have, an Adverse Effect.

         Except as set forth in Part 3.9 of the Disclosure Letter, since
         December 31, 2001, WES has caused the business of WPL to be conducted
         in the ordinary course and in substantially the same manner as
         previously conducted and has made all reasonable efforts consistent
         with past practices to preserve WPL's relationships with customers and
         suppliers.

3.10     Liabilities

         Except as set forth in the Financial Statements, WPL has incurred no
         obligations or liabilities (whether accrued, absolute, contingent,
         unliquidated or otherwise, whether due or to become due) that would
         individually or in the aggregate reasonably be expected to have an
         Adverse Effect, other than contractual and other liabilities incurred
         in the ordinary course of business which are not required to be
         disclosed on the Financial Statements under generally-accepted
         accounting principles and which would not, individually or in the
         aggregate, have an Adverse Effect.

         WES or its Affiliates (excluding Energy Partners, its general partner
         and their subsidiaries) will, at Closing, assume or retain all
         liabilities and obligations relating to the Excluded Assets.



                                       7
<PAGE>


3.11     Taxes

         (a)      Except as set forth in Part 3.11 of the Disclosure Letter, (1)
                  all Tax Returns (as defined in Section 7.1) required to be
                  tiled by or with respect to WPL or its income, business assets
                  or activities and any affiliated, consolidated, combined,
                  unitary or similar group of which WPL or a predecessor to WPL
                  is or was a member have been or will be duly filed on a timely
                  basis (taking into account all extensions of due dates); (2)
                  all Taxes owed by WPL or a predecessor to WPL and any
                  affiliated, consolidated, combined, unitary or similar group
                  of which WPL or a predecessor to WPL is or was a member which
                  are or have become due have been timely paid in full; (3) WPL
                  and its predecessor have withheld and paid over all Taxes
                  required to have been withheld and paid over, and complied
                  with all information reporting and backup withholding
                  requirements, in connection with amounts paid or owing to any
                  employee, creditor, independent contractor, or other third
                  party; (4) there are no liens on any of the assets of WPL that
                  arose in connection with any failure (or alleged failure) to
                  pay any Tax on any of the assets of the WPL, with respect to
                  Taxes, other than liens for Taxes not yet due and payable; (5)
                  there is no pending action, proceeding or investigation for
                  assessment or collection of Taxes and no Tax assessment,
                  deficiency or adjustment has been asserted or proposed with
                  respect to WPL or any predecessor to WPL.

         (b)      Except as set forth in Part 3.11 of the Disclosure Letter,
                  there are no outstanding claims by an authority in a
                  jurisdiction where WPL (or any predecessor to WPL or any
                  affiliated, consolidated, combined, unitary or similar group
                  of which WPL is or was a member) does not file Tax Returns
                  that WPL or any predecessor to WPL is or may be subject to
                  taxation in that jurisdiction.

         (c)      Except as set forth in Part 3.11 of the Disclosure Letter, the
                  total amounts set up as liabilities for current Taxes in the
                  Financial Statements (as adjusted for operations and
                  transactions in the ordinary course of business since the date
                  of the Financial Statements in accordance with past custom and
                  practice) will be sufficient to cover the payment of all
                  Taxes, whether or not assessed or disputed, which are, or are
                  hereafter found to be, or to have been, due by or with respect
                  to WPL up to and through the periods ending on the dates
                  thereof.

         (d)      Appended to Part 3.11 of the Disclosure Letter are true and
                  complete copies of each written Tax allocation or sharing
                  agreement (if any) and a true and complete description of each
                  unwritten Tax allocation or sharing arrangement affecting WPL
                  (if any). All such Tax allocation or sharing arrangements will
                  be terminated with respect to WPL effective as of the Closing
                  Date, and no payments will become due by WPL thereafter.

         (e)      WPL owns no interest in any controlled foreign corporation (as
                  defined in section 957 of the Internal Revenue Code of 1986,
                  as amended), foreign



                                       8
<PAGE>

                  personal holding company (as defined in Section 552 of the
                  Internal Revenue Code of 1986, as amended), passive foreign
                  investment company (as defined in section 1297 of the Internal
                  Revenue Code of 1986, as amended) or other entity the income
                  of which is or could be required to be included in the income
                  of WPL.

         (f)      WPL is a disregarded entity for Federal income tax purposes.
                  WPL has never made any election to be treated as a corporation
                  under the Internal Revenue Code of 1986, as amended.

         (g)      None of the assets of WPL are subject to a safe-harbor lease
                  (pursuant to section 168(0(8) of the Internal Revenue Code of
                  1954 as in effect after the Economic Recovery Tax Act of 1981
                  and before the Tax Reform Act of 1986) or is "tax-exempt use
                  property" (within the meaning of section 168(h) of the
                  Internal Revenue Code of 1986, as amended) or "tax-exempt bond
                  financed property" (within the meaning of section 168(g)(5) of
                  the Internal Revenue Code of 1986, as amended). No Person
                  other than WPL may be treated as the owner of the assets of
                  WPL for income tax purposes.

         (h)      Except as set forth in Part 3.11 of the Disclosure Letter,
                  neither WPL nor its predecessor (1) has been a member of an
                  affiliated group filing a consolidated federal income Tax
                  Return (other than a group the common parent of which was The
                  Williams Companies, Inc.) and (2) has any liability for the
                  Taxes of any person or entity under Treasury Regulations
                  Section 1.1502-6 (or any similar provision of state, local, or
                  foreign law), as a transferee or successor, by contract, or
                  otherwise.

         (i)      Neither WPL nor Energy Partners will be required to include
                  any material amount in taxable income for any taxable period
                  ending after the Closing Date attributable to any item that
                  was economically accrued by WPL prior to the Closing Date.
                  Furthermore, there are no agreements or arrangements with any
                  Taxing Authority (as defined in Section 7.1) that may affect
                  Taxes related to WPL following the Closing Date.

3.12     Employees and Benefits

         (a)      All of the non-union individuals performing employment-related
                  services to WPL are shared services employees provided by WES.
                  As of the Closing Date, WPL will not have any employees.

         (b)      Prior to Closing, Williams Petroleum Services, LLC will become
                  a party to, and WPL will cease to be a party to, an amended
                  collective bargaining agreement with the Paper,
                  Allied-Industrial, Chemical, and Energy Workers International
                  Union ("PACE") and with PACE Local 5-348 with respect to
                  certain individuals who perform services in connection with
                  the operations of WPL (the "PACE Collective Bargaining
                  Agreement," a copy of which will be appended to Part 3.12 of
                  the Disclosure Letter). Except for the foregoing,



                                       9
<PAGE>
                  WPL is not a party to or bound by any collective bargaining
                  agreement with respect to employees who perform services in
                  connection with the business or operations of WPL and, to the
                  Knowledge of WES, there are not any union organizing efforts
                  underway with respect to any such employees.

         (c)      Except as set forth in the Disclosure Letter, WPL does not
                  sponsor, contribute to or maintain or have an obligation to
                  sponsor, contribute to or maintain, and at any time during the
                  past six (6) years has not sponsored, contributed to or
                  maintained any employee benefit plan as defined in Section
                  3(3) of the Employee Retirement Income Security Act of 1974,
                  as amended, or any other employee benefit or compensation
                  arrangement, agreement or program under which any director,
                  employee, service provider or consultant or former director,
                  employee, service provider or consultant of WPL has any
                  present or future right to benefits, sponsored, contributed to
                  or maintained by The Williams Companies, Inc., WES or WPL, or
                  under which WPL has had or has any present or future liability
                  (collectively, the "WPL Benefit Plans").

         (d)      At the Closing, Williams Petroleum Services, LLC and WES will
                  assume or retain all liabilities and obligations relating to
                  employees of WPL, any individuals performing services for WPL,
                  and any WPL Benefit Plans with respect to all periods prior to
                  Closing.

3.13     Accurate and Complete Records

                  To the Knowledge of WES, the books, ledgers, financial records
                  and other records of WPL, all of which have been made
                  available to Williams GP LLC and Energy Partners, are, or will
                  be as of the Closing Date, in the possession of or accessible
                  by and available to WPL, and have, in all material respects,
                  been maintained in accordance with all applicable laws, rules
                  and regulations and generally accepted standards of practice.

3.14     Environmental

         (a)      For purposes of this Agreement:

                  "Environmental Laws" includes, without limitation, the
                  following laws, as amended: (1) the Resource Conservation and
                  Recovery Act; (2) the Clean Air Act; (3) the Comprehensive
                  Environmental Response, Compensation and Liability Act
                  ("CERCLA"); (4) the Federal Water Pollution Control Act; (5)
                  the Safe Drinking Water Act; (6) the Toxic Substances Control
                  Act; (7) the Emergency Planning and Community Right-to Know
                  Act; (8) the National Environmental Policy Act; (9) the
                  Occupational Safety and Health Act; (10) the Pollution
                  Prevention Act of 1990; (11) the Oil Pollution Act of 1990;
                  and (12) the Hazardous Materials Transportation Act. The term
                  "Environmental Laws" also includes all rules, regulations,
                  orders, judgments, decrees promulgated or issued with respect
                  to the foregoing Environmental Laws by Governmental
                  Authorities with jurisdiction and any other federal,



                                       10
<PAGE>

                  state or local statutes, laws, ordinances, rules, regulations,
                  orders, codes, decisions, injunctions or decrees that regulate
                  or otherwise pertain to the protection of human health,
                  natural resources or the protection of the environment,
                  including the management, control, discharge, emission,
                  treatment, containment, handling, removal, use, generation,
                  permitting migration, storage, release, transportation,
                  disposal, remediation, manufacture, processing or distribution
                  of Hazardous Materials that are or may present a threat to
                  public health, worker or public safety or the environment,

         "Hazardous Materials" means any substance, whether solid, liquid, or
         gaseous: (1) which is listed, classified, defined, or regulated as a
         "hazardous material," "hazardous waste," "solid waste," "hazardous
         substance," "toxic substance," "pollutant," "contaminant" or words of
         similar import, or otherwise classified as hazardous or toxic, in or
         pursuant to any Environmental Law; or (2) which is or contains
         asbestos, polychlorinated biphenyls, radon, urea formaldehyde foam
         insulation, explosives, or radioactive materials; or (3) any petroleum,
         petroleum hydrocarbons, petroleum products, crude oil and any
         components, fractions, or derivatives thereof, any oil or gas
         exploration or production waste, and any natural gas, synthetic gas and
         any mixtures thereof; or (4) which causes or poses a threat to cause
         contamination or nuisance on any properties, or any adjacent property
         or a hazard to the environment or to the health or safety of persons on
         or about any properties.

(b)      All current investigations, remediations and sites being monitored in
         connection with the assets, properties or operations of WPL are set
         forth in Part 3.14 of the Disclosure Letter. Except as disclosed in
         Part 3.14 of the Disclosure Letter or as would not reasonably be
         expected, individually or in the aggregate, to have an Adverse Effect:
         (1) the respective assets, properties and operations of WPL are in
         compliance with applicable Environmental Laws and with the terms and
         conditions of all permits, registrations, licenses, filings,
         notifications, exemptions, authorizations and other approvals required
         under applicable Environmental Laws; (2) no circumstances exist with
         respect to WPL's respective assets and operations that give rise to an
         obligation by WPL to investigate, remediate, monitor or otherwise
         address the presence, on-site or offsite, of Hazardous Materials under
         any applicable Environmental Laws; (3) except as set forth in Part 3.14
         of the Disclosure Letter, WPL and its respective assets and operations
         are not subject to any pending or, to the Knowledge of WES or WPL,
         threatened, claim, action, suit, investigation, inquiry or proceeding
         under any Environmental Law (including, without limitation, designation
         as a potentially responsible party under CERCLA or any similar local or
         state law); (4) all notices, permits, permit exemptions, registrations,
         licenses, approvals or similar authorizations, if any, required to be
         obtained or filed by WPL under any Environmental Law in connection with
         its operations and businesses have been duly obtained or filed and are
         valid and currently in effect; (5) there has been no release of any
         Hazardous Material into the environment by WPL or in connection with
         its assets, properties and operations; (6) there has been no exposure
         of any person or property to any Hazardous Material in



                                       11
<PAGE>

         connection with the properties, operations or activities of WPL; (7)
         there are no facts or circumstances that could reasonably be expected
         to form the basis for any claim, action, investigation, notice or
         demand by any Person alleging potential liability against WPL or its
         assets or operations arising out of the presence or release of any
         Hazardous Material or noncompliance with Environmental Laws; and (8)
         WPL has made available to Williams GP LLC and Energy Partners all
         internal and external environmental audits, studies, correspondence and
         related documents on environmental matters (in each case relevant to
         WPL) in the possession or control of WPL.

3.15     Bankruptcy

         There are no bankruptcy, reorganization or arrangement proceedings
         pending against, being contemplated by, or to WES's Knowledge,
         threatened against WES or WPL.

3.16     Contracts and Commitments

         (a)      Part 3.16 of the Disclosure Letter contains a complete and
                  accurate list of all contracts (written or oral), plans,
                  undertakings, commitments or agreements (including all
                  amendments or supplements thereto) of the following categories
                  to which WPL is a party or by which it or its assets are bound
                  as of the date of this Agreement (the "Contracts"):

                  (1)      each Contract that obligates WPL to perform services
                           or deliver goods or materials;

                  (2)      each Contract that obligates WPL to purchase services
                           or goods or materials that either has a term
                           extending beyond December 31, 2002 or would cause WPL
                           to exceed budgeted amounts in its existing plan for
                           2002;

                  (3)      each Contract that was not entered into in the
                           ordinary course of business and that involves
                           expenditures or receipts of WPL in excess of $100,000
                           per year;

                  (4)      each lease, rental, license, and installment and
                           conditional sale agreement affecting the ownership
                           of, leasing of, title to, use of, or any or other
                           interest in, any material real or personal property
                           of WPL;

                  (5)      each licensing agreement or other Contract with
                           respect to patents, trademarks, copyrights, or other
                           intellectual property;



                                       12
<PAGE>


                  (6) each joint venture, partnership, investment and other
                  Contract (however named) requiring the investment of funds or
                  the making of any loan by WPL in another Person, the purchase
                  of any securities of any Person, the making of any investment
                  in any venture or other business enterprise or involving a
                  sharing of profits, losses, costs, or liabilities by WPL with
                  any other Person;

                  (7) each Contract containing covenants that in any way purport
                  to restrict the business activity of WPL or limit the freedom
                  of WPL to engage in any line of business or to compete with
                  any person;

                  (8) each Contract providing for payments to or by any person
                  based on sales, purchases, or profits, other than direct
                  payments for goods;

                  (9) each Contract for capital expenditures in excess of
                  $1,000,000 and all Contracts for capital expenditures which,
                  in the aggregate, exceed a total of $7.5 million;

                  (10) each written indemnity or guaranty, and any other similar
                  undertaking with respect to contractual performance extended
                  by WPL;

                  (11) each Contract relating to indebtedness for borrowed money
                  or the mortgaging, pledging or encumbering of any assets; and

                  (12) each Contract with any Affiliate of WPL other than
                  Contracts for the use of WPL's pipeline facilities in the
                  ordinary course of business, arrangements related to services
                  provided to WPL at cost and agreements for the purchase and
                  sale of commodities required to operate the WPL facilities in
                  the ordinary course of business.

(b)      True copies of the written Contracts, and accurate written summaries of
         the oral Contracts, have been made available to Energy Partners. Except
         as set forth on Exhibit 3.16, neither WPL nor, to WES's Knowledge, any
         other party is in default under, or in breach or violation of (and no
         event has occurred which, with notice or the lapse of time or both,
         would constitute a default under, or a breach or violation or lapse of)
         any term, condition or provision of any Contract except for defaults,
         breaches, violations or events which, individually or in the aggregate,
         would not reasonably be expected to have an Adverse Effect.

(c)      Other than Contracts which have terminated or expired in accordance
         with their terms, each of the Contracts is in full force and effect and
         constitutes valid, binding and enforceable obligations of WPL and
         enforceable obligations of any other party thereto, in accordance with
         its terms (subject to the effects of bankruptcy, insolvency, fraudulent
         conveyance, reorganization, moratorium and other similar laws relating
         to or affecting creditors' rights generally, general equitable
         principles (whether considered in a proceeding in equity or at law) and
         an implied covenant of good faith and fair dealing), except where the
         failure of such Contracts to be in full



                                       13
<PAGE>

         force and effect or to have enforceable obligations would not
         reasonably be expected to have an Adverse Effect.

         (d)      Except as set forth in Part 3.16 of the Disclosure Letter or
                  as would not, individually, or in the aggregate, reasonably be
                  expected to have an Adverse Effect, in connection with any
                  Contract (1) WPL has not received any prepayment, advance
                  payment, deposits or similar payments, and has no refund
                  obligation, with respect to any products or capacity
                  purchased, sold, leased, transported, stored or handled by or
                  on behalf of WPL; (2) WPL has not received any compensation
                  for transportation, capacity leasing, storage or handling
                  services which would be subject to any refund or creates any
                  repayment obligation either by or to WPL, and to WES's
                  Knowledge, there is no basis for a claim that such a refund is
                  due; and (3) with regard to capacity leasing, transportation,
                  handling and storage Contracts in effect as of the Closing
                  Date, WPL will be entitled to receive the full contract price
                  in accordance with the terms of each such contract for all
                  capacity leased and for all products transported, handled,
                  stored and/or sold on and after the Closing Date.

3.17     Assets

         All of the assets which are necessary for the continued conduct of the
         business of WPL, as such business is conducted on the date of this
         Agreement, are, owned or leased by WPL.

         The pipeline and terminal facilities, structures and equipment of WPL
         necessary to conduct its business as it's now being conducted are in
         good operating condition and repair (ordinary wear and tear excepted)

3.18     Assets Other than Real Property Interests

         WPL has good and valid title to all non-real property material assets
         reflected on the balance sheets of the Financial Statements or
         thereafter acquired, except those sold or otherwise disposed of since
         December 31, 2001 in the ordinary course of business consistent with
         past practice and/or in accordance with the terms of this Agreement, in
         each case free and clear of all Liens (as defined below in this
         section) except (a) such Liens as are set forth in Part 3.18 of the
         Disclosure Letter, (b) mechanics', carriers', workmen's, repairmen's or
         other like Liens arising or incurred in the ordinary course of
         business, (c) Liens arising under original purchase price conditional
         sales contracts and equipment leases with third parties entered into in
         the ordinary course of business, (d) Liens for Taxes that are not due
         and payable or that may thereafter be paid without penalty, and (e)
         other imperfections of title or encumbrances, if any, that,
         individually or in the aggregate, would not reasonably be expected to
         have an Adverse Effect or to interfere with the



                                       14
<PAGE>


         conduct of WPL's business (the Liens described in clauses (b), (c), (d)
         and (e) above are hereinafter referred to collectively as "Permitted
         Liens")

         As used herein, the term "Liens" means liens, mortgages, security
         interests, pledges, charges, encumbrances or rights of others.

3.19     Title to Real Property

         WPL has:

         (a)      Valid and indefeasible rights in and to all easements and
                  rights-of-way as are necessary to enable WPL to continue to
                  conduct its business as it is now being conducted;

         (b)      good and valid title in fee to all real property and interests
                  in real property purported to be owned in fee by WPL; and

         (c)      good and valid title to the leasehold estates in all real
                  property and interests in real property purported to be leased
                  by WPL, and in the case of both clause (b) and (c), free and
                  clear of all Liens, except:

                  (1)      Liens set forth in Part 3.19 of the Disclosure
                           Letter;

                  (2)      Permitted Liens; and

                  (3)      easements, covenants, rights-of-way and other similar
                           restrictions of record.

3.20     Intellectual Property

         Part 3.20 of the Disclosure Letter sets forth a true and complete list
         of all material patents, trademarks (registered or unregistered), trade
         names, service marks and copyrights and applications therefore
         (collectively, "Intellectual Property"), owned, used, filed by or
         licensed to WPL. With respect to registered trademarks, Part 3.20 of
         the Disclosure Letter sets forth a list of all jurisdictions in which
         such trademarks are registered or applied for and all registration and
         application numbers. Except as set forth in Part 3.20 of the Disclosure
         Letter, WPL owns, and WPL has the right to use, execute, reproduce,
         display, perform, modify, enhance, distribute, prepare derivative works
         of and sublicense, without payment to any other person, all of the
         Intellectual Property, as applicable, and the consummation of the
         transactions contemplated hereby will not conflict with, alter or
         impair any such rights, in each case, except as such, individually or
         in the aggregate, would not reasonably be expected to have an Adverse
         Effect.



                                       15
<PAGE>


3.21     Licenses; Permits

         Except as set forth in Part 3.21 of the Disclosure Letter WPL has all
         material licenses, permits and authorizations issued or granted by
         Governmental Authorities that are necessary for the conduct of the
         business of WPL as now being conducted. Except as set forth in Part
         3.21 of the Disclosure Letter, all such licenses, permits and
         authorizations are validly held by WPL, WPL has complied in all
         material respects with all terms and conditions thereof and the same
         will not be subject to suspension, modification, revocation or
         nonrenewal as a result of the execution and delivery of this Agreement
         or the consummation of the transactions contemplated hereby, except
         such as, individually or in the aggregate, would not reasonably be
         expected to have an Adverse Effect.

3.22     Insurance

         WES' parent company currently maintains policies of fire and casualty,
         liability, and other forms of insurance covering WPL in such amounts,
         with such deductibles, and against such risks and losses as are listed
         in Part 3.22 of the Disclosure Letter. All such policies are in full
         force and effect, all premiums due and payable thereon have been paid
         (other than retroactive or retrospective premium adjustments that are
         not yet, but may be, required to be paid with respect to any period
         ending prior to the Closing Date under comprehensive general liability
         and workmen's compensation insurance policies), and no notice of
         cancellation or termination has been received with respect to any such
         policy that has not been replaced on substantially similar terms prior
         to the date of such cancellation. To the Knowledge of WES, the
         activities and operations of WPL have been conducted in a manner so as
         to conform in all material respects to all applicable provisions of
         such insurance policies.

3.23     Utility Status

         Neither WES nor WPL is a "Holding Company" or a "Public Utility
         Company" or a "Gas Utility Company" as those terms are defined in the
         Public Utility Holding Company Act of 1935.

3.24     Brokerage Arrangements

         Neither WES nor WPL has entered (directly or indirectly) into any
         agreement with any person, firm or corporation that would obligate
         Williams GP LLC, Energy Partners or WPL to pay any commission,
         brokerage or "finder's fee" or other fee in connection with this
         Agreement or the transactions contemplated herein.

3.25     Securities Laws

         (1)      WES is an accredited investor within the meaning of Rule
                  501(a) under the Securities Act.



                                       16
<PAGE>

         (2)      WES has such knowledge and experience in financial and
                  business matters so as to be capable of evaluating the merits
                  and risks of its investment herein and WES is capable of
                  bearing the economic risks of such investment.

3.26     Transactions with Affiliates

         Except as set forth in Part 3.26 of the Disclosure Letter, there are no
         agreements, contracts or arrangements between WPL and any of its
         Affiliates other than Contracts for the use of WPL's pipeline
         facilities in the ordinary course of business, arrangements related to
         services provided to WPL at cost and agreements for the purchase and
         sale of commodities required to operate the WPL facilities in the
         ordinary course of business.

3.27     Excluded Assets

         With the exception of the Atlas software (for which a license has been
         granted to Energy Partners and its Affiliates), none of the assets that
         are Excluded Assets set forth in Exhibit 1.1 are used in the operation
         of WPL's business as currently conducted, or are reasonably expected to
         be necessary in the operation of WPL's business in the foreseeable
         future.


                                    ARTICLE 4
          REPRESENTATIONS AND WARRANTIES OF WILLIAMS GP LLC AND ENERGY
                                    PARTNERS

4.1      Williams GP LLC, as the general partner of Energy Partners, hereby
         represents and warrants to WES and Energy Partners that as of the date
         hereof and as of the Closing Date:

         4.1(a) Organization and Existence

                  Williams GP LLC is a limited liability company validly
                  existing and in good standing under the laws of the State of
                  Delaware. Williams GP LLC has full limited liability company
                  power and authority to own and hold the properties and assets
                  it now owns and holds and to carry on its business as and
                  where such properties are now owned or held and such business
                  is now conducted. Williams GP LLC is duly licensed or
                  qualified to do business as a foreign limited liability
                  company and is in good standing in the states in which the
                  character of the properties and assets now owned or held by it
                  or the nature of the business now conducted by it requires it
                  to be so licensed or qualified, except where the failure to be
                  so qualified or in good standing would not reasonably be
                  expected to have a material adverse effect on the business,
                  financial condition or results of operations of Williams GP
                  LLC.



                                       17
<PAGE>

         4.1(b) Authority and Approval

                  Williams GP LLC has the limited liability company power and
                  authority to execute and deliver this Agreement, to consummate
                  the transactions contemplated hereby and to perform all the
                  terms and conditions hereof to be performed by it. Prior to
                  Closing, the execution and delivery by Williams GP LLC of this
                  Agreement, the performance by Williams GP LLC of all the terms
                  and conditions hereof to be performed by it and the
                  consummation of the transactions contemplated hereby shall
                  have been duly authorized and approved by all requisite
                  limited liability company action of Williams GP LLC. The
                  Conflicts Committee of the Board of Directors of Williams GP
                  LLC and the Board of Directors of Williams GP LLC have
                  approved this Agreement and the transactions contemplated
                  hereby on behalf of Energy Partners. This Agreement
                  constitutes the valid and binding obligation of Williams GP
                  LLC enforceable in accordance with its terms, except as such
                  enforcement may be limited by bankruptcy, insolvency,
                  reorganization, moratorium or other similar laws affecting
                  enforcement of creditors' rights generally and by general
                  principles of equity (whether applied in a proceeding at law
                  or in equity). Assuming receipt of good and valid title to the
                  WPL LLC Interest by Williams GP LLC upon the contribution
                  pursuant to this Agreement of the WPL LLC Interest to Williams
                  GP LLC by WES, Williams GP LLC will have the full legal right
                  to contribute, assign and transfer the WPL LLC Interest to
                  Energy Partners and will, at the time of delivery thereof to
                  Energy Partners pursuant to the terms hereof, transfer good
                  and valid title thereto free and clear of all Liens.

         4.1(c) Brokerage Arrangements

                  Williams GP LLC has not entered (directly or indirectly) into
                  any agreement with any person, firm or corporation that would
                  obligate WES or any of its Affiliates (other than Williams GP
                  LLC and Energy Partners and its subsidiaries) to pay any
                  commission, brokerage or "finder's fee" in connection with
                  this Agreement or the transactions contemplated herein.

         4.1(d) Utility Status

                  Williams GP LLC is not a "Holding Company" or a "Public
                  Utility Company" or a "Gas Utility Company" as those terms are
                  defined in the Public Utility Holding Company Act of 1935.

         4.1(e) Securities Laws

                  (1)      Williams GP LLC is an accredited investor within the
                           meaning of Rule 50 1(a) under the Securities Act.



                                       18
<PAGE>

                  (2)      Williams GP LLC has such knowledge and experience in
                           financial and business matters so as to be capable of
                           evaluating the merits and risks of its investment in
                           the New Units and Williams GP LLC is capable of
                           bearing the economic risks of such investment.

4.2      Energy Partners represents and warrants to WES and to Williams GP LLC
         that as of the date hereof and as of the Closing Date:

         4.2(a) Organization and Existence

                  Energy Partners is a limited partnership validly existing and
                  in good standing under the laws of the State of Delaware.
                  Energy Partners has full limited partnership power and
                  authority to own and hold the properties and assets it now
                  owns and holds and to carry on its business as and where such
                  properties are now owned or held and such business is now
                  conducted. Energy Partners is duly licensed or qualified to do
                  business as a foreign limited partnership and is in good
                  standing in the states in which the character of the
                  properties and assets now owned or held by it or the nature of
                  the business now conducted by it requires it to be so licensed
                  or qualified, except where the failure to be so qualified or
                  in good standing would not reasonably be expected to have a
                  material adverse effect on the business, financial condition
                  or results of operations of Energy Partners.

         4.2(b) Authority and Approval

                  Energy Partners has the limited partnership power and
                  authority to execute and deliver this Agreement, to consummate
                  the transactions contemplated hereby and to perform all the
                  terms and conditions hereof to be performed by it. The
                  execution and delivery by Energy Partners of this Agreement,
                  the performance by Energy Partners of all the terms and
                  conditions hereof to be performed by it and the consummation
                  of the transactions contemplated hereby have been duly
                  authorized and approved by all requisite action of the general
                  partner of Energy Partners, This Agreement constitutes the
                  valid and binding obligation of Energy Partners enforceable in
                  accordance with its terms, except as such enforcement may be
                  limited by bankruptcy, insolvency, reorganization, moratorium
                  or other similar laws affecting enforcement of creditors'
                  rights generally and by general principles of equity (whether
                  applied in a proceeding at law or in equity).

         4.2(c) Brokerage Arrangements

                  Energy Partners has not entered (directly or indirectly) into
                  any agreement with any person, firm or corporation that would
                  obligate WES or any of its Affiliates (other than Williams GP
                  LLC and Energy Partners and its subsidiaries) to pay any
                  commission, brokerage or "finder's fee" in



                                       19
<PAGE>

                  connection with this Agreement or the transactions
                  contemplated herein.

         4.2(d) Utility Status

                  Energy Partners is not a "Holding Company" or a "Public
                  Utility Company" or a "Gas Utility Company" as those terms are
                  defined in the Public Utility Holding Company Act of 1935.

         4.2(e) New Units

                  The New Units to be delivered at Closing shall be duly
                  authorized and validly issued in accordance with, and subject
                  to the terms of, the Amended and Restated Agreement of Limited
                  Partnership of Energy Partners, as further amended by the
                  First Amendment thereto dated as of the Closing Date, and free
                  of all Liens and restrictions other than as expressly set
                  forth in accordance with, and subject to the terms of, the
                  Amended and Restated Agreement of Limited Partnership of
                  Energy Partners, as further amended by the First Amendment
                  thereto dated as of the Closing Date.

                                    ARTICLE 5
                             ADDITIONAL AGREEMENTS,
                        COVENANTS, RIGHTS AND OBLIGATIONS

5.1      Certain Changes

         Except as set forth in Part 5.1 of the Disclosure Letter or with
         respect to the Excluded Assets, without first obtaining the written
         consent of Energy Partners, from the date hereof until the Closing
         Date, WIES covenants that it will cause WPL not to:

         (a)      make any material change in the conduct of its businesses and
                  operations, or its financial reporting and accounting methods;

         (b)      other than in the ordinary course of business, enter into any
                  contract or agreement that would be defined as a "Contract"
                  hereunder or terminate or amend in any material respect any
                  Contract;

         (c)      declare, set aside .or pay any dividends, or make any
                  distributions, in respect of the WPL LLC Interest, or
                  repurchase, redeem or otherwise acquire any such securities;

         (d)      merge into or with or consolidate with any other entity or
                  acquire all or substantially all of the business or assets of
                  any person or other entity;



                                       20
<PAGE>
         (e)      make any change in its charter documents, limited liability
                  company documents, or equivalent governing instruments;

         (f)      purchase any securities of any person or entity, except short
                  term debt securities of governmental entities and banks, or
                  make any investment in any venture or other business
                  enterprise other than as required pursuant to existing
                  Contracts;

         (g)      increase the indebtedness of, or incur any obligation or
                  liability, direct or indirect, for WPL, other than the
                  incurrence of liabilities pursuant to existing Contracts or in
                  the ordinary course of business consistent with past
                  practices;

         (h)      sell, lease or otherwise dispose of any of its assets other
                  than the sale of assets in the ordinary course of business or
                  pursuant to existing Contracts;

         (i)      purchase, lease or otherwise acquire any property of any kind
                  other than in the ordinary course of business;

         (j)      implement or adopt any material change in its tax methods,
                  principles or elections;

         (k)      hire any employees, enter into any employment agreement or
                  enter into or amend any collective bargaining or labor
                  agreements (except as set forth in Section 3.12) or adopt,
                  modify or terminate any benefit plan (except as contemplated
                  by Section 3.12);

         (1)      permit any of its assets to become subjected to any material
                  Lien, covenant, right-of-way or other similar restriction of
                  any nature whatsoever;

         (m)      waive any claims or rights of substantial value;

         (n)      enter into or agree upon any settlement or compromise of
                  pending litigation or other pending proceedings before any
                  Governmental Authority other than any matter that is settled
                  or compromised by the payment of damages or fines of less than
                  $100,000;

         (o)      except as contemplated in Sections 5.2(d) and 5.2(e) or as may
                  be required to perform WES's obligations under this Agreement,
                  make any application, filing or other request for approval
                  from any Governmental Authority with respect to any new rates,
                  services, terms and conditions of service or construction of
                  facilities; or

         (p)      enter into a binding commitment to do any of the foregoing.

5.2      Operations

         Other than as provided in this Agreement, WES will cause WPL to:



                                       21
<PAGE>

         (a)      maintain its properties and facilities necessary to conduct
                  its business as it is now being conducted in as good working
                  order and condition as of the date hereof, ordinary wear and
                  tear excepted;

         (b)      use its reasonable best efforts to maintain and preserve its
                  business, retain present employees and maintain its
                  relationship with suppliers, customers and others having
                  business relations with it;

         (c)      advise Williams GP LLC and Energy Partners promptly in writing
                  of any material change in any document, schedule or other
                  information delivered pursuant to this Agreement;

         (d)      file on a timely basis all notices, reports or other filings
                  necessary or required for the continuing operation of WPL's
                  business to be filed with or reported to any federal, state,
                  municipal or other governmental department, commission, board,
                  bureau, agency or any instrumentality of any of the foregoing
                  wherever located; and

         (e)      file on a timely basis all complete and correct applications
                  or other documents necessary to maintain, renew or extend any
                  permit, variance or any other approval required by any
                  Governmental Authority necessary or required for the
                  continuing operation of WPL's business whether or not such
                  approval would expire before or after the Closing Date.

5.3      Access

         WES will continue to afford Williams GIP LLC and Energy Partners and
         their authorized representatives reasonable access to WPL's financial,
         title, tax, corporate and legal materials and operating data and
         information available as of the date hereof and which becomes available
         to WES at any time prior to the Closing Date, and will furnish to
         Williams GP LLC and Energy Partners such other information as it may
         reasonably request, unless any such access and disclosure would violate
         the terms of any confidentiality agreement to which WES and/or WPL is
         bound or any applicable law or regulation.

         WES will use its reasonable best efforts upon request to secure all
         requisite consents for the examination by Williams GP LLC and Energy
         Partners and its representatives of any information covered by
         confidentiality agreements which would restrict their access to
         information. WES will cause WPL to allow Williams GP LLC and Energy
         Partners and their representative's access to and consultation with the
         lawyers, accountants, and other professionals employed by or used by
         the WPL for all purposes under this Agreement. Any such consultation
         shall occur under circumstances appropriate to maintain intact the
         attorney-client privilege as to privileged communications and attorney
         work product.



                                       22
<PAGE>



         Additionally, WES will afford to Williams GP LLC and Energy Partners
         and their representatives reasonable access to the books and records of
         WES insofar as they relate to property, accounting and tax matters of
         WPL. Until the Closing Date, the confidentiality of any data or
         information so acquired shall be maintained by Williams GP LLC and
         Energy Partners and their representatives. Further, WES will afford to
         Williams GP LLC and Energy Partners and their authorized
         representatives reasonable access from the date hereof until the
         Closing Date, during normal business hours, to the WPL assets and
         properties; provided that such access shall be at the sole cost,
         expense and risk of Williams GP LLC and Energy Partners.

5.4      Reporting Requirements

         WES, Williams GP LLC and Energy Partners will duly and timely file all
         notices and reports required to be filed with all Governmental
         Authorities in contemplation of the consummation of the transactions
         described herein,

5.5      Reasonable Best Efforts; Further Assurances

         WES and Williams GP LLC and Energy Partners shall use their reasonable
         best efforts (a) to obtain all approvals and consents required by or
         necessary for the transactions contemplated by this Agreement, and (b)
         to ensure that all of the conditions to the obligations of Williams GP
         LLC and Energy Partners and WES contained in Sections 6.1 and 6.2,
         respectively, are satisfied timely.

         Each of the parties acknowledges that certain actions may be necessary
         with respect to the matters and actions contemplated by this Agreement
         such as making notifications and obtaining consents or approvals or
         other clearances that are material to the consummation of the
         transactions contemplated hereby, and each agrees to take all
         appropriate action and to do all things necessary, proper or advisable
         under applicable laws and regulations to make effective the
         transactions contemplated by this Agreement; provided, however, that
         nothing in this Agreement will require any party hereto to hold
         separate or make any divestiture not expressly contemplated herein of
         any asset or otherwise agree to any restriction on its operations or
         other materially burdensome condition which would in any such case be
         material to its assets, liabilities or business in order to obtain any
         consent or approval or other clearance required by this Agreement.

5.6      Casualty Loss

         If all or any material portion of the WPL facilities is damaged or
         destroyed by fire or other casualty before the Closing, either party
         may, at its option, terminate this Agreement by verbal and written
         notice to the other party prior to Closing. If neither party elects to
         terminate this Agreement as aforesaid, the parties shall proceed to
         close the transactions contemplated hereby, in which event WES shall
         assign to the Williams GP LLC and Energy Partners all of WES' right,
         title and interest in any claim under any applicable insurance policies
         in respect of such casualty. If the total amount of any such insurance
         proceeds is not sufficient to



                                       23
<PAGE>

         fully repair and/or replace the damaged facilities to return them to
         their pre-damage or destruction operating condition and repair, the
         amount of such shortfall shall, at the option of WES, either be paid by
         WES to Energy Partners or will reduce the number of New Units that
         Energy Partners is to deliver to WES under Section 2.2 by the number of
         such New Units as equal, in value, the shortfall.

         If the casualty loss does not involve all or any material portion of
         the WPL facilities, then the parties shall be obligated to close the
         transaction contemplated herein according to the terms hereof,
         notwithstanding such casualty loss, and WES shall, at the election of
         Williams GP LLC and Energy Partners, either: (a) repair the damages
         caused by such casualty loss prior to Closing, at its expense; or (b)
         pay the deductible due under the insurance policy or policies insuring
         the same and deliver or assign to the other party, at Closing, any and
         all insurance proceeds or rights to proceeds attributable to such
         casualty loss. For the purposes of this Section, a "material portion"
         means any casualty loss which is equal to or greater than Twenty
         Million Dollars ($20,000,000.00).


                                    ARTICLE 6
                              CONDITIONS TO CLOSING

6.1      Conditions to the Obligations of Williams GP LLC and Energy Partners

         The obligations of Williams GP LLC and Energy Partners to proceed with
         the Closing contemplated hereby are subject to the satisfaction on or
         prior to the Closing Date of all of the following conditions, any one
         or more of which may be waived in whole or in part, by Williams GP LLC
         and Energy Partners:

         (a)      The representations and warranties of WES made in this
                  Agreement and qualified as to materiality shall be true and
                  correct, and those not so qualified shall be true and correct
                  in all material respects, as of the date hereof and as of the
                  time of the Closing as though made as of such time, except to
                  the extent such representations and warranties expressly
                  relate to an earlier date (in which case such representations
                  and warranties qualified as to materiality shall be true and
                  correct, and those not so qualified shall be true and correct
                  in all material respects, on and as of such earlier date). WES
                  shall have performed or complied in all material respects with
                  all obligations and covenants required by this Agreement to be
                  performed or complied with by WES by the time of the Closing.
                  WES shall have delivered to Williams GP LLC and Energy
                  Partners a certificate, dated as of the Closing Date and
                  signed by an authorized officer of WES, confirming the
                  foregoing matters set forth in this Section 6.1(a).

         (b)      No action or proceeding before a court or other Governmental
                  Authority shall have been instituted or threatened challenging
                  or seeking to restrain or prohibit the consummation of the
                  transactions contemplated by this Agreement.



                                       24
<PAGE>

         (c)      All necessary consents of any third Person required for the
                  consummation of the transactions contemplated in this
                  Agreement shall have been made and obtained.

         (d)      No statute, rule, regulation, executive order, decree,
                  temporary restraining order, preliminary or permanent
                  injunction or other order enacted, entered, promulgated,
                  enforced or issued by any Governmental Authority, or other
                  legal restraint or prohibition preventing the consummation of
                  the transactions contemplated hereby shall be in effect.

         (e)      Execution and delivery by all parties thereto of the Second
                  Amendment to the Omnibus Agreement substantially in the form
                  of Exhibit 6.1(e) hereto.

         (f)      Delivery of a First Amendment, dated as of the Closing Date,
                  to the Amended and Restated Agreement of Limited Partnership
                  of Energy Partners which provides for the issuance of the New
                  Units.

         (g)      Williams GP LLC and Energy Partners shall have obtained (on
                  terms satisfactory to them) the third-Person financing
                  required to satisfy their obligations under Sections
                  2.2(c)(l)(A) and 2.2(d).

         (h)      Execution and delivery of a Blending and Storage Services
                  Agreement between WPL and Williams Terminals Holdings, L.P.,
                  on the one hand, and WES, on the other.

6.2      Conditions to the Obligation of WES

         The obligation of WES to proceed with the Closing contemplated hereby
         is subject to the satisfaction on or prior to the Closing Date of all
         of the following conditions, any one or more of which may be waived in
         writing, in whole or in part, by WES:

         (a)      The representations and warranties of both Williams GP LLC and
                  Energy Partners made in this Agreement qualified as to
                  materiality shall be true and correct, and those not so
                  qualified shall be true and correct in all material respects,
                  as of the date hereof and as of the time of the Closing as
                  though made as of such time, except to the extent such
                  representations and warranties expressly relate to an earlier
                  date (in which case such representations and warranties
                  qualified as to materiality shall be true and correct, and
                  those not so qualified shall be true and correct in all
                  material respects, on and as of such earlier date). Williams
                  GP LLC and Energy Partners shall have performed or complied in
                  all material respects with all obligations and covenants
                  required by this Agreement to be performed or complied with by
                  Williams GP LLC and Energy Partners by the time of the
                  Closing. Williams GP LLC and Energy Partners shall have
                  delivered to the WES a certificate, dated as of the Closing
                  Date and signed by an authorized officer of Williams GP LLC
                  and Energy Partners confirming the foregoing matters set forth
                  in this Section 6.2(a).



                                       25
<PAGE>
         (b)     No action or proceeding before a court or any other
                 Governmental Authority shall have been instituted or threatened
                 challenging or seeking to restrain or prohibit the consummation
                 of the transactions contemplated by this Agreement.

         (c)     All necessary consents of any Person not a party hereto
                 required for the consummation of the transactions contemplated
                 in this Agreement shall have been made and obtained.

         (d)     No statute, rule, regulation, executive order, decree,
                 temporary restraining order, preliminary or permanent
                 injunction or other order enacted, entered, promulgated,
                 enforced or issued by any Governmental Authority, or other
                 legal restraint or prohibition preventing the consummation of
                 the transactions contemplated hereby shall be in effect.

         (e)     Execution and delivery by all parties thereto of the Second
                 Amendment to the Omnibus Agreement substantially in the form of
                 Exhibit 6.1(e) hereto.

         (f)     Delivery of a First Amendment, dated as of the Closing Date, to
                 the Amended and Restated Agreement of Limited Partnership of
                 Energy Partners Which provides for the issuance of the New
                 Units.

                                    ARTICLE 7
                                   TAX MATTERS

7.1      Liability for Taxes

         (a)      For purposes of this Agreement:

                  (1)      "Tax" or "Taxes" means all taxes, however
                           denominated, including any interest, penalties or
                           other additions to tax that may become payable in
                           respect thereof, imposed by any federal, state, local
                           or foreign government or any agency or political
                           subdivision of any such government, which taxes shall
                           include, without limiting the generality of the
                           foregoing, all income or profits taxes (including,
                           but not limited to, federal income taxes and state
                           income taxes), gross receipts taxes, net proceeds
                           taxes, alternative or add-on minimum, sales taxes,
                           use taxes, real property gains or transfer taxes, ad
                           valorem taxes, property taxes, value-added taxes,
                           franchise taxes, production taxes, severance taxes,
                           windfall profit taxes, withholding taxes, payroll
                           taxes, employment taxes, excise taxes and other
                           obligations of the same or similar nature to any of
                           the foregoing;



                                       26
<PAGE>

                  (2)      "Tax Returns" means all reports, estimates,
                           declarations of estimated Tax, information statements
                           and returns relating to, or required to be filed in
                           connection with, any Taxes, including information
                           returns or reports with respect to backup withholding
                           and other payments to third parties; and

                  (3)      "Taxing Authority" means, with respect to any Tax,
                           the governmental body, entity or political
                           subdivision thereof that imposes such Tax, and the
                           agency (if any) charged with the collection of such
                           Tax for such entity or subdivision, including any
                           governmental or quasi-governmental entity or agency
                           that imposes, or is charged with collecting, social
                           security or similar charges or premiums.

         (b)      WES shall be liable for, and shall indemnify and hold Energy
                  Partners, WPL and their respective subsidiaries harmless from
                  any Taxes, together with any costs, expenses, losses or
                  damages, including reasonable expenses of investigation and
                  attorneys' and accountants' fees and expenses, arising out of
                  or incident to the determination, assessment or collection of
                  such Taxes ("Tax Losses"), (1) imposed on or incurred by WPL
                  by reason of Treasury Regulations Section 1.1502-6 or any
                  analogous state, local or foreign law or regulation which is
                  attributable to WPL or a predecessor to WPL having been a
                  member of any consolidated, combined or unitary group on or
                  prior to the Closing Date, (2) imposed on or incurred by WPL
                  with respect to all periods prior to and including the Closing
                  Date, or (3) attributable to a breach by WES of any
                  representation, warranty or covenant with respect to Taxes in
                  this Agreement.

         (c)      Energy Partners shall be liable for, and shall indemnify and
                  hold WES and its affiliates harmless from, any Tax Losses (1)
                  imposed on or incurred by WPL with respect to the period after
                  the Closing Date or (2) attributable to a breach by Energy
                  Partners of any covenant with respect to Taxes in this
                  Agreement.

         (d)      Whenever it is necessary for purposes of this Article 7 to
                  determine the amount of any Taxes imposed on or incurred by
                  WPL or a predecessor to WPL for a taxable period beginning
                  before and ending after the Closing Date which is allocable to
                  the period prior to and including the Closing Date, the
                  determination shall be made, in the case of property or ad
                  valorem taxes or franchise taxes (which are measured by, or
                  based solely upon capital, debt or a combination of capital
                  and debt), on a per diem basis and, in the case of other
                  Taxes, by assuming that such pre-Closing Date period
                  constitutes a separate taxable period of WPL or a predecessor
                  thereto and by taking into account the actual taxable events
                  occurring during such period (except that exemptions,
                  allowances and deductions for a taxable period beginning
                  before and ending after the Closing Date that are calculated
                  on an annual or periodic basis, such as the deduction for
                  depreciation,. shall be apportioned to the period prior to and
                  including the Closing Date ratably on a per diem basis).
                  Notwithstanding anything to the contrary herein, any franchise
                  Tax paid or



                                       27
<PAGE>
                  payable with respect to WPL or a predecessor to WPL shall be
                  allocated to the taxable period during which the income,
                  operations, assets or capital comprising the base of such Tax
                  is measured, regardless of whether the right to do business
                  for another taxable period is obtained by the payment of such
                  franchise Tax.

         (e)      Energy Partners agrees to pay to WES any refund received after
                  the Closing Date by it or its affiliates, including WPL, in
                  respect of any Taxes for which WES is liable under clause (b)
                  of this Section 7.1. WES agrees to pay to Energy Partners any
                  refund received by WES or their affiliates in respect of any
                  Taxes for which Williams GP LLC and Energy Partners is liable
                  under clause (c) of this Section 7.1. The parties shall
                  cooperate in order to take all steps reasonably necessary to
                  claim any such refund. Any such refund received by a party or
                  its affiliate for the account of the other party shall be paid
                  to such other pasty within 90 days after such refund is
                  received.

         (f)      Williams GP LLC and Energy Partners and WES agree not to make
                  or cause any election (including an election to ratably
                  allocate items under Treasury Regulations Section 1.1502-76(b)
                  (2) (ii)) to allocate tax items in a manner inconsistent with
                  Section 7.1(d) hereof.

7.2      Tax Returns

         (a)      WES shall cause to be included in the consolidated federal
                  income Tax Returns (and the state income Tax Returns of any
                  state that permits consolidated, combined or unitary income
                  Tax Returns, if any) of the Williams Group (as defined herein)
                  for all periods ending on or before the Closing Date, all Tax
                  items of WPL which are required to be included therein, shall
                  cause such Tax Returns to be timely filed with the appropriate
                  Taxing Authorities, and shall be responsible for the timely
                  payment (and entitled to any refund) of all Taxes due with
                  respect to the periods covered by such Tax Returns. For
                  purposes of this Agreement, "Williams Group" means the
                  affiliated group of corporations within the meaning of section
                  1504 of the Internal Revenue Code of 1986, as amended, which
                  files a consolidated federal income Tax Return and as to which
                  The Williams Companies, Inc. is the common parent, and, in the
                  case of any combined or unitary Tax Return, the group of
                  corporations filing such Tax Return that includes WPL or its
                  operations.

         (b)      With respect to any Tax Return covering a taxable period
                  ending on or before the Closing Date that is required to be
                  filed after the Closing Date with respect to WPL that is not
                  described in paragraph (a) above, WES shall cause such Tax
                  Return to be prepared, shall cause to be included in such Tax
                  Return all Tax items required to be included therein, shall
                  cause such Tax Return to be filed timely with the appropriate
                  Taxing Authority, and shall be responsible for the timely
                  payment (and entitled to any refund) of all Taxes due with
                  respect to the period covered by such Tax Return.



                                       28
<PAGE>

         (c)      With respect to any Tax Return covering a taxable period
                  beginning on or before the Closing Date and ending after the
                  Closing Date that is required to be filed after the Closing
                  Date with respect to WPL, Energy Partners shall cause such Tax
                  Return to be prepared, shall cause to be included in such Tax
                  Return all Tax items required to be included therein, shall
                  furnish a copy of such Tax Return to WES, shall file timely
                  such Tax Return with the appropriate Taxing Authority, and
                  shall be responsible for the timely payment of all Taxes due
                  with respect to the period covered by such Tax Return. Energy
                  Partners shall determine, in accordance with the provisions of
                  Section 7.1(d) of the Agreement, the amount of Tax due with
                  respect to the period prior to and including the Closing Date
                  (the "Contributor's Tax") and shall notify WES of its
                  determination of the Contributor's Tax. WES shall pay to
                  Energy Partners an amount equal to the Contributor's Tax not
                  later than five days after the filing of such Tax Return. Any
                  refund attributable to Tax Returns filed pursuant to this
                  Section 7.2(c) shall be apportioned between Energy Partners
                  and WES in a manner consistent with calculation of the
                  Contributor's Tax.

         (d)      Energy Partners shall, with respect to any Tax Return for
                  which Energy Partners is responsible under Section 7.2(c) for
                  preparing and filing, make such Tax work papers available for
                  review by WES if the Tax Return is with respect to Taxes for
                  which WES may. be liable (in whole or in part) hereunder or
                  under applicable law. Energy Partners shall make such work
                  papers available for review sufficiently in advance of the due
                  date for filing such Tax Returns to provide WES with a
                  meaningful opportunity to analyze and comment on such Tax
                  Returns and have such Tax Returns modified before filing,
                  accepting the position of Energy Partners unless such position
                  is contrary to the provisions of Section 7.2(e) hereof.

         (e)      Any Tax Return which includes or is based on the operations,
                  ownership, assets or activities of WPL for any taxable period
                  beginning before and ending after the Closing Date, and any
                  Tax Return in respect of any Taxes for which WES may be liable
                  (in whole or in part) hereunder shall be prepared in
                  accordance with past Tax accounting practices used with
                  respect to the Tax Returns in question (unless such past
                  practices are no longer permissible under the applicable law),
                  and to the extent any items are not covered by past practices
                  (or in the event such past practices are no longer permissible
                  under the applicable tax law), in accordance with reasonable
                  tax accounting practices selected by the filing party with
                  respect to such Tax Return under this Agreement with the
                  consent (not to be unreasonably withheld or delayed) of the
                  non-filing party.

                  Unless required by law, Energy Partners shall not file an
                  amended Tax Return for any period ending on or prior to the
                  Closing Date without the consent of WES.



                                       29
<PAGE>

7.3      Tax Proceedings

         If Energy Partners receives notice (the 'Proceeding Notice") of any
         examination, claim, adjustment, or other proceeding with respect to the
         liability of WPL for Taxes for any period for which WES is or may be
         liable under Section 7.1, Energy Partners shall notify WES in writing
         thereof (the "Energy Partners Notice") no later than the earlier of (a)
         thirty (30) days after the receipt by Energy Partners of the Proceeding
         Notice or (b) ten (10) days prior to the deadline for responding to the
         Proceeding Notice. Such Energy Partners Notice shall contain factual
         information describing any asserted liability for Taxes in reasonable
         detail and shall be accompanied by copies of any notice or other
         documents received from any Taxing Authority with respect to such
         matter.

         As to any such Taxes for which WES is or may be liable under Section
         7.1, WES shall be entitled at its expense to control or settle the
         contest of such examination, claim, adjustment, or other proceeding,
         provided (a) WES notifies Energy Partners in writing that it desires to
         do so no later than the earlier of (1) thirty (30) days after receipt
         of the Energy Partners Notice or (2) five (5) days prior to the
         deadline for responding to the Proceeding Notice, and (b) WES may not,
         without the consent of Energy Partners, agree to any settlement which
         would result in an increase in the amount of Taxes for which any of
         Energy Partners or WPL or any of WPL's owners is or may be liable under
         Section 7.1. WES shall pay any Taxes required to be paid in connection
         with any examination, claim, adjustment or other proceeding, including,
         without limitation, any prepayment of Tax required to obtain the
         jurisdiction of a court.

         The parties shall cooperate with each other and with their respective
         affiliates, and shall consult with each other, in the negotiation and
         settlement of any proceeding described in this Section 7.3. WES shall
         pay to Energy Partners the amount of any Tax Losses Energy Partners may
         become entitled to by reason of the provisions of this Article 7 within
         fifteen (15) days after the extent of any Tax liability has been
         determined by a final judgment or decree of a Court or a final and
         binding settlement with a governmental authority having jurisdiction
         thereof.

7.4      Cooperation and Exchange of Information

         Williams GP LLC and Energy Partners and WES shall cooperate fully, and
         shall cause WPL to cooperate fully, as and to the extent reasonably
         requested by the other party, in connection with the filing of Tax
         Returns pursuant to this Article 7 and any proceeding with respect to
         Taxes. Such cooperation shall include the retention and (upon the other
         party's request) the provision of records and information which are
         reasonably relevant to any such proceeding and making employees
         available on a mutually convenient basis to provide additional
         information and explanation of any material provided hereunder. WES,
         Williams GP LIC and Energy Partners agree to retain all books and
         records in their possession or in the possession of their respective
         affiliates with respect to Tax matters pertinent to WPL relating to any
         taxable period beginning before the Closing Date until the earlier of
         six years after the Closing Date and the expiration of the applicable
         statute of limitations of the respective taxable periods, and to abide
         by all record retention agreements entered



                                       30
<PAGE>

         into with any Taxing Authority, and thereafter, upon request, allow
         Williams GP LLC and Energy Partners to take possession of such books
         and records. Each party shall provide the cooperation and information
         required by this Section 7.4 at its own expense.

7.5      Survival.

         Anything to the contrary in this Agreement notwithstanding, the
         representations, warranties, covenants, agreements, rights and
         obligations of the parties hereto with respect to any Tax matter
         covered by this Agreement shall survive the Closing and shall not
         terminate until thirty days after the expiration of the statute of
         limitations (including extensions) applicable to such Tax matter.

7.6      Conflict

         In the event of a conflict between the provisions of this Article 7 and
         any other provisions of this Agreement, the provisions of this Article
         7 shall control.

7.7      Miscellaneous

         (a)      Any payment required under this Article 7 and not made when
                  due shall bear interest at the rate per annum determined, from
                  time to time, under the provisions of Section 6621(a)(2) or
                  6621(c) of the Code, as applicable, for each day until paid.

         (b)      The indemnification provisions of this Article 7 are in
                  addition to, and not in derogation of, any statutory,
                  equitable, or common law remedy the parties may have with
                  respect to the transactions contemplated by this Agreement.

                                    ARTICLE 8
                           INVESTIGATION; LIMITATIONS

8.1      Independent Investigation; Limitations

         The parties hereto acknowledge that in making the decision to enter
         into this Agreement and to consummate the transactions contemplated
         hereby, they have relied solely on the basis of their own independent
         investigation and analysis, and upon the express written
         representations, warranties and covenants in this Agreement. Except for
         and without limitation of the scope and effect of the express
         representations, warranties, covenants and agreements contained herein,
         the parties HEREBY EXPRESSLY DISCLAIM AND NEGATE ANY OTHER
         REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, RELATING TO WPL AND ITS
         ASSETS AND OPERATIONS OR TO THE TRANSACTIONS CONTEMPLATED HEREBY, AS
         APPLICABLE (INCLUDING, WITHOUT LIMITATION, ANY IMPLIED OR EXPRESS
         WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR
         CONFORMITY TO MODELS OR SAMPLES OF MATERIALS).



                                       31
<PAGE>
                                    ARTICLE 9
                                   TERMINATION

9.1      Events of Termination

         This Agreement may be terminated at any time prior to the Closing Date:

         (a)      by mutual written consent of the parties;

         (b)      by either Energy Partners or WES in writing after May 31,
                  2002, if the Closing has not occurred by such date;

         (c)      by either Energy Partners or WES in writing (provided the
                  terminating party and its affiliates are not otherwise in
                  material default or breach of this Agreement, or have not
                  failed or refused to close without justification hereunder),
                  if the other party (1) has materially failed to perform its
                  covenants or agreements contained herein required to be
                  performed on or prior to the Closing Date, or (2) has breached
                  any of its representations or warranties contained herein;
                  provided, however, that in the case of clause (1) or (2), the
                  defaulting party shall have a period of ten (10) days
                  following written notice from the nondefaulting party to cure
                  any breach of this Agreement, if such breach is curable;

         (d)      by either Energy Partners or WES in writing if there shall be
                  any order, writ, injunction or decree of any Governmental
                  Authority binding on any of the parties, which prohibits or
                  restrains them from consummating the transactions contemplated
                  hereby, provided that the parties shall have used their
                  reasonable best efforts to have any such order, writ,
                  injunction or decree lifted and the same shall not have been
                  lifted within 30 days after entry by any such Governmental
                  Authority;

         (e)      by WES if any of the conditions set forth in Section 6.2 have
                  become incapable of fulfillment, and, after 10 days following
                  notice by WES, remain incapable of fulfillment and not waived
                  by WES; or

         (1)      by Williams GP LLC and Energy Partners if any of the
                  conditions set forth in Section 6.1 have become incapable of
                  fulfillment, after 10 days following notice by Energy
                  Partners, remain incapable of fulfillment and not waived by
                  Williams GP LLC and Energy Partners.



                                       32
<PAGE>
9.2      Effect of Termination

         If a party terminates this Agreement as provided in Section 9.1 above,
         termination shall be without liability and none of the provisions of
         this Agreement will remain effective or enforceable.

                                   ARTICLE 10
                          INDEMNIFICATION UPON CLOSING

10.1     Indemnification of Williams GP LLC and Energy Partners upon Closing

         Subject to the limitations set forth in this Agreement, WES, from and
         after the Closing, shall indemnify, defend and hold Williams GP LLC,
         in its capacity as general partner of Energy Partners, and Energy
         Partners and its subsidiaries, and their respective shareholders,
         members, partners, directors, officers, and employees (the "Energy
         Partners Parties") harmless from and against any and all liabilities
         and obligations, including without limitation, all losses,
         deficiencies, costs, expenses, fines, penalties, interest,
         expenditures, investigatory costs, cleanup and remediation costs,
         governmental response costs, claims, suits, proceedings, judgments,
         settlements, damages, and reasonable attorneys' fees and reasonable
         expenses of investigating, defending and prosecuting litigation (all of
         the foregoing of which are collectively referred to as the "Damages")
         suffered or incurred by the Energy Partners Parties as a result of or
         arising out of (a) any breach of a representation or warranty of WES in
         this Agreement, or any breach of any agreement or covenant on the part
         of WES made under this Agreement or in connection with the transaction
         contemplated hereby, (b) any breach of, failure to comply with or
         liability arising under any Environmental Laws with respect to the
         ownership, operation or conduct of the businesses or affairs of WPL
         before the Closing, or (c) the Excluded Assets or the ownership or
         operation thereof.

         Nothing in this Section 10.1 or in Section 10.8 shall apply to, or
         limit, liability with respect to Taxes, for which liability shall be as
         set forth in Article 7.

10.2     Indemnification of WES

         Subject to the limitations set forth in this Agreement, Energy Partners
         shall indemnify, defend and hold WES and its Affiliates (other than
         any of the Energy Partners Parties), and their respective shareholders,
         members, partners, directors, officers, and employees (together with
         WES, the "WES Parties") harmless from and against any and all Damages
         suffered or incurred by the WES Parties as a result of or arising out
         of (a) any breach of a representation or warranty of Energy Partners
         in this Agreement and any breach of any agreement or covenant on the
         part of Energy Partners made under. this Agreement or in connection
         with the transaction contemplated hereby, (b) any breach of, failure
         to comply with or liability arising under any Environmental Laws with
         respect to the ownership, operation or conduct of the businesses or
         affairs of WPL on or after the Closing, or (c) the ownership, operation
         or conduct of the business or affairs of WPL on or after the Closing.



                                       33
<PAGE>

         Nothing in this Section 10.2 or in Section 10.8 shall apply to, or
         limit, liability with respect to Taxes, for which liability shall be as
         set forth in Article 7.

10.3     Demands

         Each indemnified party hereunder agrees that promptly upon its
         discovery of facts giving rise to a claim for indemnity under the
         provisions of this Agreement, including receipt by it of notice of any
         demand, assertion, claim, action or proceeding, judicial or otherwise,
         by any third party (such claims for indemnity involving third party
         claims being collectively referred to herein as the "Indemnity Claim"),
         with respect to any matter as to which it claims to be entitled to
         indemnity under the provisions of this Agreement, it will give notice
         thereof in writing to the indemnifying party, together with a statement
         of such information respecting any of the foregoing as it shall have.
         Such notice shall include a formal demand for indemnification under
         this Agreement.

         If the indemnified party knowingly fails to notify the indemnifying
         party thereof in accordance with the provisions of this Agreement in
         sufficient time to permit the indemnifying party or its counsel to
         defend against an Indemnity Claim and to make a timely response
         thereto, the indemnifying party's indemnity obligation relating to such
         Indemnity Claim shall be limited to the extent that such failure has
         actually prejudiced or damaged the indemnifying party with respect to
         that Indemnity Claim.

10.4     Right to Contest and Defend

         The indemnifying party shall be entitled, at its cost and expense, to
         contest and defend by all appropriate legal proceedings any Indemnity
         Claim for which it is called upon to indemnify the indemnified party
         under the provisions of this Agreement; provided, that notice of the
         intention to so contest shall be delivered by the indemnifying party to
         the indemnified party within 20 days from the date of receipt by the
         indemnifying party of notice by the indemnified party of the assertion
         of the Indemnity Claim. Any such contest may be conducted in the name
         and on behalf of the indemnifying party or the indemnified party as may
         be appropriate. Such contest shall be conducted by reputable counsel
         employed by the indemnifying party and not reasonably objected to by
         the indemnified party, but the indemnified party shall have the right
         but not the obligation to participate in such proceedings and to be
         represented by counsel of its own choosing at its sole cost and
         expense.

         The indemnifying party shall have full authority to determine all
         action to be taken with respect to any Indemnity Claim; provided,
         however, that the indemnifying party will not have the authority to
         subject the indemnified party to any obligation whatsoever, other than
         the performance of purely ministerial tasks. If the indemnifying party
         does not elect to contest any such Indemnity Claim, the indemnifying
         party shall be bound by the result obtained with respect thereto by the
         indemnified party. If the indemnifying party assumes the defense of an
         Indemnity Claim, the indemnified party shall agree to any settlement,
         compromise or



                                       34
<PAGE>

         discharge of an Indemnity Claim that the indemnifying party may
         recommend and that by its terms obligates the indemnifying party to pay
         the full amount of the liability in connection with such Indemnity
         Claim, which releases the indemnified party completely in connection
         with such Indemnity Claim and which would not otherwise adversely
         affect the indemnified party.

         Notwithstanding the foregoing, the indemnifying party shall not be
         entitled to assume the defense of any Indemnity Claim (and shall be
         liable for the reasonable fees and expenses of counsel incurred by the
         indemnified party in defending such Indemnity Claim) if the Indemnity
         Claim seeks an order, injunction or other equitable relief or relief
         for other than money damages against the indemnified party which the
         indemnified party reasonably determines, after conferring with its
         outside counsel, cannot be separated from any related claim for money
         damages. If such equitable relief or other relief portion of the
         Indemnity Claim can be so separated from that for money damages, the
         indemnifying party shall be entitled to assume the defense of the
         portion relating to money damages.

10.5     Cooperation

         If requested by the indemnifying party, the indemnified party agrees to
         cooperate with the indemnifying party and its counsel in contesting any
         Indemnity Claim that the indemnifying party elects to contest or, if
         appropriate, in making any counterclaim against the person asserting
         the Indemnity Claim, or any cross-complaint against any such person,
         and the indemnifying party will reimburse the indemnified party for any
         expenses incurred by it in so cooperating. At no cost or expense to the
         indemnified party, the indemnifying party shall cooperate with the
         indemnified party and its counsel in contesting any Indemnity Claim.

10.6     Right to Participate

         The indemnified party agrees to afford the indemnifying party and its
         counsel the opportunity to be present at, and to participate in,
         conferences with all persons, including Governmental Authorities,
         asserting any Indemnity Claim against the indemnified party or
         conferences with representatives of or counsel for such persons.

10.7     Payment of Damages

         The indemnification required hereunder shall be made by payments of the
         amount thereof during the course of the investigation or defense,
         within thirty (30) days as and when reasonably specific bills are
         received or loss, liability, claim, damage or expense is incurred and
         reasonable evidence thereof is delivered. In calculating any amount to
         be paid by an indemnifying party by reason of the provisions of this
         Agreement, the amount shall be reduced by all tax benefits and other
         reimbursements (including, without limitation, insurance proceeds)
         credited to or received by the indemnified party related to the
         Damages.



                                       35
<PAGE>
10.8     Limitations on Indemnification

         (a)      WES' indemnity obligations under this Agreement will apply
                  only to Damages which are sustained or incurred by the Energy
                  Partners Parties for which notice in accordance with the
                  provisions of this Agreement has been given within any
                  applicable survival period for such indemnity obligations.

                  (1)      WES' indemnity obligations under Section 10.1(a)
                           (other than such indemnity obligations as arise under
                           Section 3.12 (Employees and Benefits), Section 3.14
                           (Environmental), Section 3.19 (Title to Real
                           Property) and Section 3.27 (Excluded Assets)) will
                           survive the Closing for a period of one (1) year and
                           are subject to the Deductible and the Cap as set
                           forth in Sections 10.8(a)(5) and 10.8(a)(7).

                  (2)      WES' indemnity obligations under Section 10.1(a) that
                           may arise with respect to Section 3.12 (Employees and
                           Benefits) will survive the Closing for a period of
                           time equal to the applicable statute(s) of
                           limitations and are not subject to any deductible or
                           cap.

                  (3)      WES' indemnity obligations under Section 10.1(a) that
                           may arise with respect to Section 3.19 (Title to Real
                           Property) will survive the Closing for a period of
                           ten (10) years and are subject to the Deductible and
                           the Cap as set forth in Sections 10.8(a)(5) and
                           10.8(a)(7).

                  (4)      WES' indemnity obligations under Section 10.1(c) (the
                           Excluded Assets or the ownership or operation of the
                           Excluded Assets) will survive the Closing without
                           expiration and are not subject to any deductible or
                           cap.

                  (5)      WES' indemnity obligations under Section 10.1(a)
                           (other than such indemnity obligations as may arise
                           under Section 3.12 (Employees and Benefits), and
                           Section 3.14 (Environmental) and Section 3.27
                           (Excluded Assets)) will apply only to Damages which,
                           in the aggregate, exceed $6,000,000 (the
                           "Deductible").

                  (6)      WES' indemnity obligations that may arise under
                           Section 10.1(a) for breach of Section 3.14
                           (Environmental) and Section 10.1(b) will survive the
                           Closing for a period of six (6) years and will apply
                           only to such environmental Damages which exceed an
                           aggregate amount of $2,000,000 (the "Environmental
                           Deductible").

                  (7)      Except as otherwise provided in this Section 10.8, in
                           no event shall WES' liability or obligation for
                           Damages which exceed, in the aggregate, the
                           applicable Deductible or Environmental Deductible
                           under Section 10.1 exceed an aggregate amount of $125
                           million (the "Cap") determined as follows: The first
                           $110 million of Damages (if any) will be for WES'
                           sole account; WES will be obligated for fifty percent



                                       36
<PAGE>
                           (50%) of the next $30 million of Damages (if any) on
                           a dollar-for-dollar basis.

         (b)      Energy Partners indemnity obligations under this Agreement
                  will apply only to Damages sustained or incurred by the WES
                  Parties for which notice in accordance with the provisions of
                  this Agreement has been given within any applicable survival
                  period for such indemnity obligations.

                  (1)      Energy Partner's indemnity obligations under Section
                           10.2(a) will survive the Closing for a period of one
                           (1) year and shall apply only to Damages which
                           exceed, in the aggregate, the Deductible. In no event
                           shall Energy Partners' liability or obligation for
                           Damages relating to its indemnity obligations under
                           Section 10.2(a) which exceed, in the aggregate, the
                           Deductible exceed an aggregate amount of $125 million
                           determined as follows: The first $110 million of
                           Damages (if any) will be for Energy Partners' sole
                           account; Energy Partners will be obligated for fifty
                           percent (50%) of the next $30 million of Damages (if
                           any) on a dollar-for-dollar basis.

                  (2)      The indemnity obligations of Energy Partners under
                           Section 10,2(b) and Section 10.2(c) will survive the
                           Closing without expiration.

         (c)      Additionally, neither Energy Partners nor WES will be liable,
                  as an indemnitor under this Agreement for any consequential,
                  incidental, special, indirect or exemplary damages suffered or
                  incurred by the indemnified party or parties except to the
                  extent recovered against an indemnified party in an Indemnity
                  Claim.

10.9     Sole Remedy

         Should the Closing occur, no party shall have liability under this
         Agreement, any of the Constituent Documents (as hereinafter defined) or
         the transactions contemplated hereby or thereby except as is provided
         in Article 7 or this Article 10.

10.10    Addition to or Substitution of WES as Indemnitor

         If, during the term of WES' indemnification obligations under this
         Article 10, (a) the shareholder equity in WES falls below $750,000,000,
         (b) WES' ratio of Consolidated Total Debt (as defined below) to
         Consolidated EBITDA (as defined below) for the most recently completed
         12 months shall exceed 4.0 to 1.0 or (c) 50% of the equity of WES is
         sold to or acquired by any other Person (other than an Affiliate) or
         WES otherwise effects or is subject to an Extraordinary Event (as
         defined below), WES shall immediately notify Energy Partners of the
         occurrence of such event and, at its sole election, provide one or more
         of the following (or combinations thereof) to Energy Partners as
         additional assurance for the performance of WES' indemnity obligations
         under this Agreement: (x) a




                                       37
<PAGE>
performance guarantee by The Williams Companies, Inc. or (y) a standby
irrevocable bank letter of credit, in each case in an amount not to exceed the
Maximum Amount and upon standard market terms and conditions reasonably
satisfactory to Energy Partners.

For purposes of this Section 10.10:

"Capital Lease" means any capital lease or sublease which should be capitalized
on a balance sheet in accordance with GAAP.

"Consolidated EBITDA" means, for any period, for WES and its subsidiaries on a
consolidated basis, an amount equal to the sum of (a) Consolidated Net Income,
(b) Consolidated Interest Charges, (c) the amount of taxes, based on or measured
by income, used or included in the determination of such Consolidated Net
Income, and (d) the amount of depreciation and amortization expense deducted in
determining such Consolidated Net Income.

"Consolidated Interest Charges" means, for any period, for WES and its
subsidiaries on a consolidated basis, the sum of (a) all interest, premium
payments, fees, charges and related expenses of WES and its subsidiaries in
connection with indebtedness (including capitalized interest), in each case to
the extent treated as interest in accordance with GAAP, and (b) the portion of
rent expense of WES and its subsidiaries with respect to such period under
Capital Leases that is treated as interest in accordance with GAAP.

"Consolidated Net Income" means, for any period, for WES and its subsidiaries on
a consolidated basis, the net income or net loss of WES and its subsidiaries
from continuing operations, provided that there shall be excluded from such net
income (to the extent otherwise included therein): (a) the income (or loss) of
any entity other than a subsidiary in which WES or any subsidiary has an
ownership interest, except to the extent that any such income has been actually
received by WES or such subsidiary in the form of cash dividends or similar cash
distributions, (b) net extraordinary gains and losses (other than, in the case
of losses, losses resulting from charges against net income to establish or
increase reserves for potential environmental liabilities and reserves for
exposure under rate cases), (c) any gains or losses attributable to non-cash
write-ups or write-downs of assets, and (d) proceeds of any insurance on
property, plant or equipment other than business interruption insurance.

"Consolidated Total Debt" means, at any date, the aggregate principal amount of
all indebtedness of WES and its subsidiaries at such date, determined on a
consolidated basis in accordance with OAAP.

"Extraordinary Event" means a sale, exchange or dividend or other distribution
or liquidation of all or substantially all WES' assets in one or a series of
transactions.

"GAAP" means generally accepted accounting principles set forth in the opinions
and pronouncements of the Accounting Principles Board and the American Institute
of Certified Public Accountants and statements and pronouncements of the
Financial Accounting Standards Board or such other principles as may be approved
by a significant



                                       38
<PAGE>

segment of the accounting profession, that are applicable to the circumstances
as of the date of determination, consistently applied.

"Maximum Amount" shall mean the lesser of (a) the remaining about of potential
indemnification obligations of WES under the Contribution Agreement or (b)
$125,000,000.

10.11    Express Negligence

         THE INDEMNIFICATION PROVISIONS PROVIDED FOR IN THIS AGREEMENT HAVE BEEN
         EXPRESSLY NEGOTIATED IN EVERY DETAIL, ARE INTENDED TO BE GIVEN FULL AND
         LITERAL EFFECT, AND SHALL BE APPLICABLE WHETHER OR NOT THE LIABILITIES,
         OBLIGATIONS, CLAIMS, JUDGMENTS, LOSSES, COSTS, EXPENSES OR DAMAGES IN
         QUESTION ARISE OR AROSE SOLELY OR IN PART FROM THE ACTIVE, PASSIVE OR
         CONCURRENT NEGLIGENCE, STRICT LIABILITY, OR OTHER FAULT OF ANY
         INDEMNIFIED PARTY (EXCLUDING GROSS NEGLIGENCE OR WILLFUL MISCONDUCT).
         WILLIAMS GP LLC AND ENERGY PARTNERS AND WES ACKNOWLEDGE THAT THIS
         STATEMENT CONSTITUTES CONSPICUOUS NOTICE. NOTHING IN THIS CONSPICUOUS
         NOTICE IS INTENDED TO PROVIDE OR ALTER THE RIGHTS AND OBLIGATIONS OF
         THE PARTIES, ALL OF WHICH ARE SPECIFIED ELSEWHERE IN THIS AGREEMENT.

                                   ARTICLE 11
                                  MISCELLANEOUS

11.1     Expenses

         Regardless of whether the transactions contemplated hereby are
         consummated, each party hereto shall pay its own expenses incident to
         this Agreement and all action taken in preparation for carrying this
         Agreement into effect.

11.2     Notices

         Any notice, request, instruction, correspondence or other document to
         be given hereunder by either party to the other (herein collectively
         called "Notice") shall be in writing and delivered in person or by
         courier service requiring acknowledgment of receipt of delivery or by
         telecopier, as follows:


                  If to the WES, addressed to:



                                       39
<PAGE>


                      Williams Energy Services, LLC
                      One Williams Center, Suite 4500
                      Tulsa, Oklahoma 74172
                      Attention: President
                      Telecopy: (918) 573-4190

                      with a copy to:

                      Williams Energy Services, LLC
                      Legal Department
                      One Williams Center, Suite 4100
                      Tulsa, Oklahoma 74172
                      Attention: General Counsel
                      Telecopy: (918) 573-4190

                      If to Williams GP LLC and Energy Partners, addressed to:

                      Williams Energy Partners L.P.
                      One Williams Center, MD 35-1
                      Tulsa, Oklahoma 74172
                      Attention: President
                      Telecopy: (918) 573-3864

                      with a copy to:

                      Williams Energy Partners L.P.
                      One Williams Center, Suite 4100
                      Tulsa, Oklahoma 74172
                      Attention: General Counsel
                      Telecopy: (918) 573-8024

         Notice given by personal delivery or courier service shall be effective
         upon actual receipt. Notice given by telecopier shall, subject to
         confirmation of uninterrupted transmission by a transmission report, be
         effective upon actual receipt if received during the recipient's normal
         business hours, or at the beginning of the recipient's next business
         day after receipt if not received during the recipient's normal
         business hours. Any party may change any address to which Notice is to
         be given to it by giving Notice as provided above of such change of
         address.

11.3     No Negotiations

Until the first to occur of the Closing or termination of this Agreement
pursuant to the provisions of Article 9, WES will not initiate or participate in
discussions with, or otherwise solicit from or provide information to, any
Person not a party hereto with respect to any proposals or offers relating to
the acquisition of WPL or substantially all of its assets.



                                       40
<PAGE>

11.4     Governing Law

         This Agreement shall be governed and construed in accordance with the
         substantive laws of the State of Oklahoma without reference to
         principles of conflicts of law.

11.5     Public Statements

         The parties hereto shall consult with each other and no party shall
         issue any public announcement or statement with respect to the
         transactions contemplated hereby without the consent of the other
         party, unless the party desiring to make such announcement or
         statement, after seeking such consent from the other parties, obtains
         advice from legal counsel that a public announcement or statement is
         required by applicable law or stock exchange regulations.

11.6     Form of Payment

         All cash payments hereunder shall be made in United States dollars and,
         unless the parties making and receiving such payments shall agree
         otherwise or the provisions hereof provide otherwise, shall be made by
         wire or interbank transfer of immediately available funds by 12:00 Noon
         Tulsa, Oklahoma time on the date such payment is due to such account as
         the party receiving payment may designate at least three business days
         prior to the proposed date of payment.

11.7     Entire Agreement; Amendments and Waivers

         This Agreement and the documents and instruments and other agreements
         specifically referred to herein or delivered pursuant hereto, including
         the exhibits and Disclosure Letter hereto but excluding the Second
         Amendment to Omnibus Agreement and the First Amendment, dated as of the
         Closing Date, to the Amended and Restated Agreement of Limited
         Partnership of Energy Partners (collectively, the "Constituent
         Documents") (a) constitute the entire agreement among the parties with
         respect to the subject matter hereof and supersede all prior agreements
         and understandings, both written and oral, among the parties with
         respect to the subject matter hereof; (b) do not confer upon any other
         Person or entity any rights or remedies hereunder; and (c) shall not be
         assigned by operation of law or otherwise. Each party to this Agreement
         agrees that (1) no other party to this Agreement (including its agents
         and representatives) has made any representation, warranty, covenant or
         agreement to or with such party relating to this Agreement or the
         transactions contemplated hereby, other than those expressly set forth
         in the Constituent Documents, and (2) such party has not relied upon
         any representation, warranty, covenant or agreement relating to the
         transactions contemplated by the Constituent Documents, other than
         those referred to in clause (1) above. No supplement, modification or
         waiver of this Agreement shall be binding unless executed in writing by
         each party to be bound thereby. No waiver of any of the provisions of
         this Agreement shall be deemed or shall constitute a waiver of any
         other provision hereof (regardless of whether similar), nor shall any
         such waiver constitute a continuing waiver unless otherwise expressly
         provided.



                                       41
<PAGE>

11.8     Conflicting Provisions

         This Agreement and the other Constituent Documents, read as a whole,
         set forth the parties' rights, responsibilities and liabilities with
         respect to the transactions contemplated by this Agreement. In the
         Agreement and the Constituent Documents, and as between them, specific
         provisions prevail over general provisions. In the event of a conflict
         between this Agreement and the Constituent Documents, this Agreement
         shall control.

11.9     Binding Effect and Assignment

         This Agreement shall be binding upon and inure to the benefit of the
         parties hereto and their respective permitted successors and assigns;
         but neither this Agreement nor any of the rights, benefits or
         obligations hereunder shall be assigned or transferred, by operation of
         law or otherwise, by any party hereto without the prior written consent
         of the other parties. Nothing in this Agreement, express or implied, is
         intended to confer upon any Person or entity other than the parties
         hereto and their respective permitted successors and assigns, any
         rights, benefits or obligations hereunder. The provisions of this
         Agreement are enforceable solely by the Parties, and no limited
         partner, assignee or other Person shall have the right, separate and
         apart from Energy Partners to enforce any provision of this Agreement
         or to compel any Party to comply with the terms of this Agreement.

11.10    WES Right of First Refusal

         If, pursuant to a bona fide offer from a Person (other than a Person
         controlled by The Williams Companies, Inc.), Energy Partners desires to
         make a Transfer (as that term is defined in this section), on terms and
         conditions acceptable to Energy Partners, Energy Partners shall
         thereupon promptly give WES written notice of the proposed Transfer,
         which notice must provide: (a) a description of the assets, rights,
         ownership or other interests proposed to be Transferred (b) the
         consideration to be paid, and (c) the material terms and conditions
         upon which the proposed Transfer is to be made.

         WES will have an option for a period of sixty (60) days from the date
         of its actual receipt of such notice to elect to purchase or acquire
         the assets, rights, ownership or other interests proposed to be
         Transferred for the same consideration and subject to the same material
         terms and conditions as described in Energy Partners' written notice of
         the proposed Transfer. Additionally, if the consideration identified in
         the notice is other than cash, WES will have the right to pay the
         purchase price in the form of cash equal in amount to the reasonable
         and justified value of such non-cash consideration. Any disputes
         regarding the cash value so assigned shall be referred to an
         independent investment banker or accounting firm, who shall take into
         consideration the strategic value, if any, of the non-cash
         consideration to Energy Partners.



                                       42
<PAGE>
         Upon WES' election to make such purchase or acquisition, WES shall
         close such transaction within one hundred and twenty (120) days after
         its receipt of actual notice of the proposed Transfer, subject only to
         extensions beyond that time as are provided for in the material terms
         and conditions of the proposed Transfer being met by WES or are caused
         by any delay in obtaining required governmental approvals. WES' failure
         to respond to Energy Partners' notice within its allotted thirty-day
         period will be deemed its election not to purchase the proposed
         Transfer. If WES elects not to make such purchase, Energy Partners may
         effect such Transfer in accordance with all terms set forth in the
         written notice of the proposed Transfer previously given to WES. If
         Energy Partners fails to close such proposed Transfer within one
         hundred eighty (180) days of WES' election not to purchase (subject
         only to an extension for any delay in obtaining required governmental
         approvals) or if any material terms and conditions of the proposed
         Transfer are changed after WES' election to not make the purchase,
         Energy Partners shall be obligated to repeat the steps of this
         provision.

         As used in this Section 11.10, a "Transfer" refers to any of the
         following events (in one transaction or in a series of related
         transactions): An assignment, sale, lease, conveyance, contribution,
         exchange, transfer or other disposition of WPL (including by
         application of law and/or by consolidation or merger of WPL wherein WPL
         is not the survivor) or of a material portion of its assets.

11.11    Severability

         If any provision of the Agreement is rendered or declared illegal or
         unenforceable by reason of any existing or subsequently enacted
         legislation or by decree of a court of last resort, the WES and
         Williams GP LLC and Energy Partners shall promptly meet and negotiate
         substitute provisions for those rendered or declared illegal or
         unenforceable, but all of the remaining provisions of this Agreement
         shall remain in full force and effect.

11.12    Interpretation

         The parties agree that they have been represented by counsel during the
         negotiation and execution of this Agreement and, therefore waive the
         application of any law, regulation, holding or rule of construction
         providing that ambiguities in an agreement or other document will be
         construed against the party drafting such agreement or document.

11.13    Headings and Schedules

         The headings of the several Articles and Sections herein are inserted
         for convenience of reference only and are not intended to be a part of
         or to affect the meaning or interpretation of this Agreement. The
         schedules referred to herein are attached hereto and incorporated
         herein by this reference, and unless the context expressly requires
         otherwise, such schedules are incorporated in the definition of
         "Agreement."



                                       43
<PAGE>

11.14    Multiple Counterparts

This Agreement may be executed in one or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the
same instrument.

EXECUTED as of the date first set forth above.


<Table>
<S>                                       <C>
WILLIAMS ENERGY SERVICES, LLC             THE WILLIAMS COMPANIES, INC.

By: /s/ P.D. Wright                       By: /s/ Mark D. Wilson
Name: P.D. Wright                         Name: Mark D. Wilson
Title: President                          Title: Vice President


WILLIAMS ENERGY PARTNERS L.P              (Executed solely with respect to its agreement
                                          under Section 10.10 of this Agreement to
By Williams GP LLC, its general partner   provide a performance guaranty pursuant to
                                          the conditions of that section in support of
By: /s/ Don R. Wellendorf                 WES' indemnity obligations hereunder.  No
Name: Don R. Wellendorf                   other rights, obligations or relationships are
Title: CFO                                created or shall be deemed to be created
                                          hereby)


WILLIAMS GP LLC

By: /s/ Don R. Wellendorf
Name: Don R. Wellendorf
Title: CFO
</Table>



                                       44