EX-4.1






Exhibit 4.1




AMENDMENT No. 1




to the




AMENDED AND RESTATED RIGHTS AGREEMENT




This Amendment No. 1 (this “Amendment”) to the Amended and Restated Rights Agreement dated as
of September 21, 2004, between The Williams Companies, Inc., a Delaware corporation (the
“Company”), and Computershare Trust Company, N.A., a federally chartered trust company (formerly
known as Equiserve Trust Company, N.A., “Computershare”) (the “Rights Agreement”), is entered into
by and among the Company, Computershare, and UMB Bank, n.a., a national banking association
(“UMB”), this 18th day of May, 2007.



WHEREAS, on September 21, 2004, the Company and Computershare entered into the Rights
Agreement, pursuant to which Computershare has heretofore acted as the transfer agent and Rights
Agent of the Company;



WHEREAS, Section 21 of the Rights Agreement provides that if the transfer agency relationship
between the Company and the Rights Agent terminates, the Rights Agent will be deemed to resign
automatically on the effective date of such termination and the Company shall appoint a successor;
and



WHEREAS, effective February 1, 2007, the Company desires to retain UMB as its transfer agent
and therefore its Rights Agent pursuant to the Rights Agreement:



NOW, THEREFORE, in consideration of the premises and mutual agreements set forth herein and
intending to be legally bound hereby, the parties hereto agree as follows:



1. Termination and Appointment. In accordance with Section 21 of the Rights
Agreement, effective February 1, 2007, Computershare will cease to be the Rights Agent of the
Company. The Company appoints UMB as the successor Rights Agent of the Company as of February 1,
2007, and UMB agrees to assume such role and its attending responsibilities in accordance with the
terms of the Rights Agreement as of such date.



2. Representations and Warranties. UMB represents and warrants to the Company that it
(i) is a national banking association organized and doing business under the laws of the United
States in good standing; (ii) is authorized to exercise stock transfer or corporate trust power and
is subject to supervision or examination by federal or state authority; and (iii) has a combined
capital and surplus of over $100,000,000.



3. Amendment of Rights Agreement.



(a) The Rights Agreement is hereby amended to replace all references to Equiserve Trust
Company, N.A. in the Rights Agreement and any exhibits or appendices thereto with references to
UMB. For purposes of the notice provision set forth in Section 25 of the Rights Agreement, the
address for UMB is UMB Bank, n.a., Corporate Trust Division, 2401 Grand Blvd., Suite 200, Kansas
City, MO 64108.



(b) Section 21 of the Rights Agreement is hereby amended to replace the following paragraph:



“Any successor Rights Agent, where appointed by the Company or by such a court,
shall be a corporation organized and doing business under the laws of the United
States or of the State of New York (or of any other state of the United States so
long as such corporation is authorized to do business as a banking institution in
the State of New York), in good standing, which is authorized under such laws to
exercise stock transfer or corporate trust powers and is subject to supervision or
examination by federal or state authority and which, at the time of its appointment
as Rights Agent, has, or is an affiliate of a corporation which has, a combined
capital and surplus of at least $100,000,000.”



with this amended paragraph:



“Any successor Rights Agent, where appointed by the Company or by such a court,
shall be a corporation or a national association organized and doing
business under the laws of the United States or of the State of New York (or of any
other state of the United States so long as such corporation or national
association is authorized to do business as a banking institution in the State
of New York), in good standing, which is authorized under such laws to exercise
stock transfer or corporate trust powers and is subject to supervision or
examination by federal or state authority and which, at the time of its appointment
as Rights Agent, has, or is an affiliate of a corporation or national
association which has, a combined capital and surplus of at least $100,000,000.”



4. References. The term “Agreement” as used in the Rights Agreement is deemed to
refer to the Rights Agreement as amended hereby.



5. No Other Amendments. It is expressly understood and agreed that, except as
specifically provided herein, the terms, conditions, and provisions contained in the Rights
Agreement will remain in full force and effect without further change or modification.



6. Capitalized Terms. Capitalized terms used herein but not defined have the meaning
set forth in the Agreement.



7. Governing Law. This Amendment is governed by the laws of the State of Delaware.



8. Effective Time. This Amendment is effective as of 12:01 am on February 1, 2007.



[REMAINDER OF PAGE INTENTIONALLY BLANK]

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IN WITNESS WHEREOF, the parties hereto have
caused this Amendment to be executed in their names and on their behalf by and through their duly
authorized officers, as of the date first set forth above.



	 
	 

	The Williams Companies, Inc.

	 

	/s/ James J. Bender

	 

	By: James J. Bender

Title: Sr. VP and General Counsel

	 

	UMB Bank, n.a.

/s/ Nancy L. Hoffman

	 

	By: Nancy L. Hoffman

Title: Senior Vice President

	 

	Computershare Trust Company, N.A.

/s/ Dennis V. Moccia

	 

	By: Dennis V. Moccia

Title: Managing Director

	 








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