EX-4.1




 Exhibit 4.1 

 
  

THE WILLIAMS COMPANIES, INC. 
 And

 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. 

Trustee 
  

 
 SIXTH
SUPPLEMENTAL INDENTURE 
 Dated as of August 8, 2022 

To 
 INDENTURE 

Dated as of December 18, 2012 
  

 
 4.650% Senior
Notes due 2032 
 5.300% Senior Notes due 2052 
  

 
  











 TABLE OF CONTENTS 

Page 
  

							
	 ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	  	 	1	 
			
	 Section 101
	 	Definitions; Rules of Construction	  	 	1	 
	 Section 102
	 	Relationship With Base Indenture	  	 	8	 
	 Section 103
	 	Effect of Headings and Table of Contents	  	 	8	 
	 Section 104
	 	Successors and Assigns	  	 	8	 
	 Section 105
	 	Separability Clause	  	 	8	 
	 Section 106
	 	Governing Law; Waiver of Trial by Jury	  	 	8	 
	 Section 107
	 	Counterparts	  	 	9	 
	 Section 108
	 	Submission to Jurisdiction	  	 	9	 
	 Section 109
	 	Foreign Account Tax Compliance Act (FATCA)	  	 	9	 
	 Section 110
	 	Certain Rights of the Trustee	  	 	9	 
	 Section 111
	 	Payments	  	 	9	 
		
	 ARTICLE TWO THE NOTES
	  	 	10	 
			
	 Section 201
	 	Establishment, Form and Dating	  	 	10	 
	 Section 202
	 	Registrar and Paying Agent	  	 	10	 
		
	 ARTICLE THREE LEGAL DEFEASANCE AND COVENANT DEFEASANCE
	  	 	11	 
		
	 ARTICLE FOUR EVENTS OF DEFAULT
	  	 	11	 
		
	 ARTICLE FIVE ADDITIONAL COVENANTS
	  	 	12	 
			
	 Section 501
	 	Limitation on Liens	  	 	12	 
		
	 ARTICLE SIX REDEMPTION OF NOTES
	  	 	12	 
			
	 Section 601
	 	Optional Redemption	  	 	12	 
	 Section 602
	 	Election to Redeem; Notice to the Trustee	  	 	13	 

  

			
	 EXHIBIT A
	 	FORM OF 2032 NOTE
	EXHIBIT B	 	FORM OF 2052 NOTE

  

  
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 This SIXTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as
of August 8, 2022, between THE WILLIAMS COMPANIES, INC., a Delaware corporation (the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, duly organized and validly existing under the
laws of the United States of America, as trustee (the “Trustee”). 
 The Company has heretofore executed and delivered to
the Trustee an Indenture, dated as of December 18, 2012 (the “Base Indenture” and, as supplemented by this Supplemental Indenture, the “Indenture”), between the Company and the Trustee, providing for the
issuance from time to time of one or more series of Securities. 
 The Company has duly authorized the execution and delivery of this
Supplemental Indenture to provide for the issuance of its 4.650% Senior Notes due 2032 and its 5.300% Senior Notes due 2052 (the “Notes”), and the Company and the Trustee agree as follows for the benefit of each other and for the
equal and ratable benefit of the Holders of the Notes. 
 The Company desires and has requested the Trustee to join with it in the execution
and delivery of this Supplemental Indenture in order to supplement the Base Indenture and to add covenants to, remove covenants from and replace Events of Default in, the Base Indenture with respect to the Notes as and to the extent set forth herein
to provide for the issuance and the terms of the Notes. 
 All things necessary to make this Supplemental Indenture a valid and legally
binding agreement of the Company, in accordance with its terms, have been done. 
 NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:

 For and in consideration of the premises and the purchase of the Notes by the Holders thereof, it is mutually covenanted and agreed, for
the equal and proportionate benefit of all Holders of the Notes as follows: 
 ARTICLE ONE 

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 

Section 101 Definitions; Rules of Construction. 

Except as otherwise expressly provided in or pursuant to this Supplemental Indenture or unless the context otherwise requires, for all
purposes of this Supplemental Indenture: 
 (1) the terms defined in this Article have the meanings assigned to them in this Article, and
include the plural as well as the singular; 
 (2) all other terms used herein which are defined in the Trust Indenture Act, either directly
or by reference therein, have the meanings assigned to them therein; 
 (3) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted accounting principles and, except as otherwise herein expressly provided, the terms “generally accepted accounting principles” or “GAAP” with respect to any
computation required or permitted hereunder shall mean such accounting principles as are generally accepted at the date of such computation; 
  











 (4) the words “herein,” “hereof,” “hereto” and
“hereunder” and other words of similar import refer to this Supplemental Indenture as a whole and not to any particular Article, Section or other subdivision; 

(5) the word “or” is always used inclusively (for example, the phrase “A or B” means “A or B or both,” not
“either A or B but not both”); 
 (6) provisions apply to successive events and transactions; 

(7) any reference to gender includes the masculine, feminine and the neuter, as the case may be; 

(8) references to agreements and other instruments include subsequent amendments thereto and restatements thereof; 

(9) “including” means “including without limitation”; 

(10) all exhibits are incorporated by reference herein and expressly made a part of this Supplemental Indenture; and 

(11) all references to articles, sections and exhibits (and subparts thereof) are to articles, sections and exhibits (and subparts thereof) of
this Supplemental Indenture. 
 Certain terms used principally in certain Articles hereof are defined in those Articles. Capitalized terms
used but not defined in this Supplemental Indenture shall have the meaning ascribed to them in the Base Indenture. 
 “2032
Notes” means the Company’s 4.650% Senior Notes due 2032. 
 “2052 Notes” means the Company’s 5.300%
Senior Notes due 2052. 
 “Additional Notes” means any additional Notes issued under the Indenture as part of the same
series as the Notes. 
 “Base Indenture” has the meaning assigned to it in the recitals hereto. 

“Business Entity” has the meaning assigned to it in the definition of
“Non-Recourse Subsidiary” in this Section 101. 
 “Consolidated Net Tangible
Assets” means at any date of determination, the total amount of assets of the Company and its Subsidiaries after deducting therefrom: 

(1) all current liabilities (excluding (A) any current liabilities that by their terms are extendable or renewable at the option of the
obligor thereon to a time more than 12 months after the time as of which the amount thereof is being computed, and (B) current maturities of long-term debt); and 

  
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 (2) the value (net of any applicable reserves) of all goodwill, trade names, trademarks,
patents and other like intangible assets, 
 all as set forth, or on a pro forma basis would be set forth, on the consolidated balance sheet of the Company
for the Company’s most recently completed fiscal quarter, prepared in accordance with GAAP. 
 “Domestic Subsidiary”
means any Subsidiary of the Company that is incorporated or organized under the laws of the United States of America, any state thereof or the District of Columbia. 

“Global Note” means a certificated Note deposited with or on behalf of and registered in the name of the Depositary or its
nominee, substantially in the form of Exhibit A or Exhibit B hereto, as applicable, and that bears the Global Security Legend and that has the “Schedule of Adjustments” attached thereto. As of the date of this Supplemental Indenture all of
the Notes are represented by Global Notes. 
 “Global Security Legend” means the legend set forth in Section 203 of
the Base Indenture and any other legend required by the Depositary. 
 “Indebtedness” means, with respect to any specified
Person, any obligation created or assumed by such Person, whether or not contingent, for the repayment of money borrowed from others or any guarantee thereof. 

“Indenture” means the Base Indenture, as supplemented by this Supplemental Indenture, and as may be amended or further
supplemented from time to time, pursuant to the applicable provisions of the Base Indenture and this Supplemental Indenture. 

“Initial Notes” means the first $1,000,000,000 aggregate principal amount of the 2032 Notes or $750,000,000 aggregate
principal amount of the 2052 Notes, as applicable, issued under the Indenture on the date hereof. 
 “International
Subsidiary” means each Subsidiary of the Company other than a Domestic Subsidiary. 
 “Lien” means any mortgage,
pledge, lien, security interest or other similar encumbrance. 
 “Non-Recourse
Indebtedness” means any Indebtedness incurred by any Joint Venture or Non-Recourse Subsidiary which does not provide for recourse against the Company or any of its Subsidiaries (other than a Non-Recourse Subsidiary) or any property or assets of the Company or any of its Subsidiaries (other than the Capital Stock or the properties or assets of a Joint Venture or
Non-Recourse Subsidiary). 
 “Non-Recourse
Subsidiary” means any Subsidiary of the Company (1) whose principal purpose is to incur Non-Recourse Indebtedness and/or construct, lease, own or operate the assets financed thereby, or to become
a direct or indirect partner, member or other equity participant or owner in a partnership, limited partnership, limited liability partnership, corporation (including a business trust), limited liability company, unlimited liability company, joint
stock company, trust, 

  
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unincorporated association or joint venture created for such purpose (collectively, a “Business Entity”), (2) who is not an obligor or otherwise bound with respect to any
Indebtedness other than Non-Recourse Indebtedness, (3) substantially all the assets of which Subsidiary or Business Entity are limited to (x) those assets being financed (or to be financed), or the
operation of which is being financed (or to be financed), in whole or in part by Non-Recourse Indebtedness, or (y) Capital Stock in, or Indebtedness or other obligations of, one or more other Non-Recourse Subsidiaries or Business Entities, and (4) any Subsidiary of a Non-Recourse Subsidiary; provided that such Subsidiary shall be considered to be a Non-Recourse Subsidiary only to the extent that and for so long as each of the above requirements are met. 

“Notes” has the meaning assigned to it in the preamble to this Supplemental Indenture. For purposes of the Indenture, all
references to the notes to be issued or authenticated upon transfer or replacement of or in exchange for Notes shall be deemed to refer to Notes. In addition, unless the context otherwise requires, all references to the “Notes” shall
include the Initial Notes of the applicable series and any Additional Notes with respect to such series. 
 “Par Call Date”
means May 15, 2032 for the 2032 Notes and February 15, 2052 for the 2052 Notes. 
 “Permitted International Debt”
means Indebtedness of any International Subsidiary for which neither the Company nor any Domestic Subsidiary, directly or indirectly, provides any guarantee or other credit support and which is secured, if at all, only by pledges of or Liens on
assets (i) held by an International Subsidiary on the date of this Supplemental Indenture, (ii) acquired by an International Subsidiary from a Person not constituting an Affiliate of the Company or (iii) acquired by an International
Subsidiary from the Company, any Domestic Subsidiary or other Affiliate of the Company on terms that, in the good faith judgment of the Company’s Board of Directors, are no less favorable to the Company or the relevant Domestic Subsidiary or
other Affiliate of the Company than those that would have been obtained in a comparable transaction by the Company or such Domestic Subsidiary or other Affiliate of the Company with an unrelated Person or, if in the good faith judgment of the
Company’s Board of Directors, no comparable transaction is available with which to compare such transaction, such transaction is otherwise fair to the Company or the relevant Domestic Subsidiary or other Affiliate of the Company from a
financial point of view. 
 “Permitted Liens” means: 

(1) any Lien existing on any property at the time of the acquisition thereof and not created in contemplation of such acquisition by the
Company or any of its Subsidiaries, whether or not assumed by the Company or any of its Subsidiaries; 
 (2) any Lien existing on any
property of a Subsidiary of the Company at the time it becomes a Subsidiary of the Company and not created in contemplation thereof and any Lien existing on any property of any Person at the time such Person is merged or liquidated into or
consolidated with the Company or any Subsidiary thereof and not created in contemplation thereof; 

  
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 (3) purchase money and analogous Liens incurred in connection with the acquisition,
development, construction, improvement, repair, or replacement of property (including such Liens securing Indebtedness incurred within 12 months of the date on which such property was acquired, developed, constructed, improved, repaired or
replaced); provided that all such Liens attach only to the property acquired, developed, constructed, improved, repaired or replaced and the principal amount of the Indebtedness secured by such Lien shall not exceed the gross cost of the
property; 
 (4) any Liens created or assumed to secure Indebtedness of the Company or any Subsidiary of the Company maturing within 12
months of the date of creation thereof and not renewable or extendible by the terms thereof at the option of the obligor beyond such 12 months; 

(5) Liens on accounts receivable and related proceeds thereof arising in connection with a receivables financing and any Lien held by the
purchaser of receivables derived from property or assets sold by the Company or any Subsidiary thereof and securing such receivables resulting from the exercise of any rights arising out of defaults on such receivables; 

(6) leases constituting Liens existing on or after the date hereof and any renewals or extensions thereof; 

(7) any Lien securing industrial development, pollution control or similar revenue bonds; 

(8) Liens existing on the date hereof; 

(9) Liens in favor of the Company or any of its Subsidiaries; 

(10) Liens securing Indebtedness incurred to refund, extend, refinance or otherwise replace Indebtedness (“Refinanced
Indebtedness”) secured by a Lien permitted to be incurred under the Indenture; provided that the principal amount of such Refinanced Indebtedness does not exceed the principal amount of Indebtedness refinanced (plus the amount of
penalties, premiums, fees, accrued interest and reasonable expenses incurred therewith) at the time of refinancing; 
 (11) Liens on any
assets or properties, or pledges of the Capital Stock, of (a) any Joint Venture owned by the Company or any of its Subsidiaries or (b) any Non-Recourse Subsidiary, in each case only to the extent
securing Non-Recourse Indebtedness of such Joint Venture or Non-Recourse Subsidiary; 

(12) Liens on the products and proceeds (including insurance, condemnation and eminent domain proceeds) of and accessions to, and contract or
other rights (including rights under insurance policies and product warranties) derivative of or relating to, property permitted by the Indenture to be subject to Liens but subject to the same restrictions and limitations set forth in the Indenture
as to Liens on such property (including the requirement that such Liens on products, proceeds, accessions, and rights secure only obligations that such property is permitted to secure); 

(13) any Liens securing Indebtedness neither assumed nor guaranteed by the Company or a Subsidiary of the Company nor on which the Company or
a Subsidiary of the Company customarily pays interest, existing upon real estate or rights in or relating to real estate (including rights-of-way and easements) acquired
by the Company or such Subsidiary, which mortgage Liens do not materially impair the use of such property for the purposes for which it is held by the Company or such Subsidiary; 

  
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 (14) any Lien existing or hereafter created on any office equipment, data processing
equipment (including computer and computer peripheral equipment), or transportation equipment (including motor vehicles, aircraft, and marine vessels); 

(15) undetermined Liens and charges incidental to construction or maintenance; 

(16) any Lien created or assumed by the Company or a Subsidiary of the Company on oil, gas, coal, or other mineral or timber property owned by
the Company or a Subsidiary of the Company; 
 (17) any Lien created by the Company or a Subsidiary of the Company on any contract (or any
rights thereunder or proceeds therefrom) providing for advances by the Company or such Subsidiary to finance gas exploration and development, which Lien is created to secure Indebtedness incurred to finance such advances; 

(18) any Lien granted in connection with a cash collateralization or similar arrangement to secure obligations of the Company or of any of the
Company’s Subsidiaries to issuing banks in connection with letters of credits issued at the request of the Company or any Subsidiary of the Company; 

(19) Liens on cash deposits in the nature of a right of setoff, banker’s lien, counterclaim or netting of cash amounts owed arising in
the ordinary course of business on deposit accounts; 
 (20) Liens securing Permitted International Debt; 

(21) Liens not otherwise permitted so long as the aggregate outstanding principal amount of the Indebtedness secured thereby does not exceed
$10,000,000 at any time; and 
 (22) Liens occurring in, arising from, or associated with Specified Escrow Arrangements. 

“Prospectus Supplement” means the final prospectus supplement dated August 3, 2022 relating to the offering of the Initial
Notes. 
 “Refinanced Indebtedness” has the meaning assigned to it in the definition of “Permitted Liens” in this
Section 101. 
 “Specified Escrow Arrangements” means cash deposits at one or more financial institutions for the
purpose of funding any potential shortfall in the daily net cash position of the Company or any of its Subsidiaries. 
 “Stated
Maturity” means August 15, 2032 for the 2032 Notes and August 15, 2052 for the 2052 Notes. 
 “Supplemental
Indenture” has the meaning assigned to it in the preamble hereto. 
 “Treasury Rate” means, with respect to any
Redemption Date, the yield determined by the Company in accordance with the following two paragraphs. 

  
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 The Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or
after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the Redemption Date based upon the yield or yields for the most recent day that
appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or any successor designation or
publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Company shall
select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the Redemption Date to the applicable Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury
constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15
immediately longer than the Remaining Life – and shall interpolate to the applicable Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if
there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury
constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the Redemption Date. 

If on the third business day preceding the Redemption Date H.15 TCM is no longer published, the Company shall calculate the Treasury Rate
based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such Redemption Date of the United States Treasury security maturing on, or with a maturity
that is closest to, the applicable Par Call Date, as applicable. If there is no United States Treasury security maturing on the applicable Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant
from the applicable Par Call Date, one with a maturity date preceding the applicable Par Call Date and one with a maturity date following the applicable Par Call Date, the Company shall select the United States Treasury security with a maturity date
preceding the applicable Par Call Date. If there are two or more United States Treasury securities maturing on the applicable Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Company
shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00
a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked
prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places. 

The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent
manifest error. 

  
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 Section 102 Relationship With Base Indenture 

The terms and provisions contained in the Base Indenture shall constitute, and are hereby expressly made, a part of this Supplemental Indenture
and the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of the Base Indenture conflicts with the
express provisions of this Supplemental Indenture, the provisions of this Supplemental Indenture shall govern and be controlling. 
 The
Trustee accepts the amendment of the Base Indenture effected by this Supplemental Indenture and agrees to execute the trust created by the Base Indenture as hereby amended, but only upon the terms and conditions set forth in the Base Indenture,
including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee in the performance of the trust created by the Base Indenture, and without limiting the generality of the foregoing, the Trustee shall not
be responsible in any manner whatsoever for or with respect to any of the recitals or statements contained herein, all of which recitals or statements are made solely by the Company, or for or with respect to (1) the validity or sufficiency of
this Supplemental Indenture or any of the terms or provisions hereof, (2) the proper authorization hereof by the Company, (3) the due execution hereof by the Company or (4) the consequences (direct or indirect and whether deliberate
or inadvertent) of any amendment herein provided for, and the Trustee makes no representation with respect to any such matters. 
 Section 103
Effect of Headings and Table of Contents. 
 The Article and Section headings in this Supplemental Indenture and the Table of
Contents herein are for convenience only and shall not affect the construction hereof. 
 Section 104 Successors and Assigns. 

All covenants and agreements in this Supplemental Indenture by the Company shall bind its successors and assigns, whether so expressed or not.

 Section 105 Separability Clause. 

In case any provision in this Supplemental Indenture or the Notes shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 
 Section 106 Governing Law; Waiver of Trial by
Jury. 
 This Supplemental Indenture and the Notes shall be governed by and construed in accordance with the laws of the State of New
York applicable to agreements made or instruments entered into and, in each case, performed in said state. Each of the Company, the Trustee and Holders by purchase of their Notes hereby irrevocably waives, to the fullest extent permitted by
applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Supplemental Indenture, the Notes or the transactions contemplated hereby. 

  
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 Section 107 Counterparts. 

This Supplemental Indenture may be executed in several counterparts, each of which shall be an original and all of which shall constitute but
one and the same instrument. 
 Section 108 Submission to Jurisdiction. 

The Company hereby irrevocably submits to the jurisdiction of any New York State court sitting in the Borough of Manhattan in the City of New
York or any federal court sitting in the Borough of Manhattan in the City of New York in respect of any suit, action or proceeding arising out of or relating to this Indenture and the Notes, and irrevocably accepts for itself and in respect of its
property, generally and unconditionally, jurisdiction of the aforesaid courts. 
 Section 109 Foreign Account Tax Compliance Act (FATCA). 

In order to comply with applicable tax laws, rules and regulations (inclusive of directives, guidelines and interpretations promulgated by
competent authorities) in effect from time to time (“Applicable Law”), the Company agrees (i) to provide to The Bank of New York Mellon Trust Company, N.A. sufficient information about holders or other applicable parties and/or
transactions (including any modification to the terms of such transactions) so The Bank of New York Mellon Trust Company, N.A. can determine whether it has tax related obligations under Applicable Law, (ii) that The Bank of New York Mellon
Trust Company, N.A. shall be entitled to make any withholding or deduction from payments under the Indenture to the extent necessary to comply with Applicable Law for which The Bank of New York Mellon Trust Company, N.A. shall not have any
liability, and (iii) to hold harmless The Bank of New York Mellon Trust Company, N.A. for any losses it may suffer due to the actions it takes to comply with such Applicable Law. The terms of this section shall survive the termination of this
Indenture. 
 Section 110 Certain Rights of the Trustee. 

(1) The Trustee shall not be deemed to have notice of any default or Event of Default unless written notice of any event which is in fact such
a default is received by a Responsible Officer, and such notice references the Securities and the Indenture. 
 (2) The Trustee shall not be
liable for any error of judgement made in good faith by a Responsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts. 

Section 111 Payments. 

Notwithstanding any other provision in this Indenture or the Notes, in the event the Company elects to make any payment to the Trustee
pursuant to this Indenture by means of automated clearinghouse transfer, such payment must be initiated by the Company a sufficient amount of time in advance such that funds are received by the Trustee that are immediately available by 11 am New
York time on the applicable payment date, or if such payment date is not a Business Day, the Business Day immediately prior to the applicable payment date. 

  
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 ARTICLE TWO 

THE NOTES 
 Section 201
Establishment, Form and Dating. 
 There are hereby established two new series of Securities to be issued under the Base Indenture,
to be designated as the Company’s 4.650% Senior Notes due 2032 and 5.300% Senior Notes due 2052. 
 There are to be authenticated and
delivered $1,000,000,000 principal amount of the 2032 Notes and $750,000,000 principal amount of the 2052 Notes, and the principal amount of the Notes of each series may be increased from time to time pursuant to Section 301 of the Base
Indenture by the issuance of Additional Notes of such series. Any such Additional Notes will have the same interest rate, maturity and other terms as the Initial Notes of the applicable series, except for their issue date, public offering price and,
if applicable, the initial interest accrual date and the initial Interest Payment Date, and shall constitute a single series of Securities with the Initial Notes of such series. No Notes shall be authenticated and delivered in addition to Notes for
the principal amount as so increased except as provided by Sections 304, 305, 306, 906 or 1107 of the Base Indenture. The Notes shall be senior debt securities and shall be issued in fully registered form. 

The Notes and the Trustee’s certificate of authentication with respect thereto will be substantially in the form of Exhibit A or Exhibit
B hereto, as applicable. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note will be dated the date of its authentication, and except as provided in Section 305 of the Base Indenture,
will be issued in the form of one or more Global Notes. The principal of, and any premium or interest on, the Notes shall be payable in Dollars. The Notes shall be in denominations of $2,000 and integral multiples of $1,000 in excess thereof. 

The terms and provisions contained in the Notes will constitute, and are hereby expressly made, a part of the Indenture and the Company and
the Trustee, by their execution and delivery of the Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the
provisions of the Indenture shall govern and be controlling. 
 Section 202 Registrar and Paying Agent. 

The Company will maintain a Registrar and Paying Agent with respect to the Notes. The Registrar will keep a Security Register with respect to
the Notes and of their transfer and exchange. 
 The Company initially appoints The Depository Trust Company to act as Depositary with
respect to the Global Notes. 
 The Company initially appoints the Trustee to act as the Registrar and Paying Agent with respect to the
Notes and to act as custodian for the Depositary with respect to the Global Notes. 

  
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 Section 203 Execution, Authentication, Delivery and Dating. 

For purposes of the Notes (but not any other Securities, unless provided by the terms thereof), the first, second and sixth paragraphs of
Section 303 of the Base Indenture are hereby amended and restated in their entirety, respectively, to read as follows: 

“Securities shall be executed on behalf of the Company by any Officer of the Company. The signature of any such Officer on the Securities
may be manual, facsimile or electronic.” 
 “Securities bearing the manual, facsimile or electronic signatures of individuals who
were at any time the proper Officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such
offices at the date of such Securities.” 
 “No Security shall be entitled to any benefit under this Indenture or be valid or
obligatory for any purpose, unless there appears on such Security a certificate of authentication substantially in the form provided for in Section 202 or Section 612 executed by or on behalf of the Trustee or by the Authenticating Agent
by the manual, facsimile or electronic signature of one of its authorized signatories. Such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered
hereunder.” 
 ARTICLE THREE 

LEGAL DEFEASANCE AND COVENANT DEFEASANCE 

Legal defeasance of the Notes under clause (2) of Section 402 of the Base Indenture and covenant defeasance of the Notes under clause
(3) of Section 402 of the Base Indenture shall be applicable to the Notes of a series, and the Company may at its option by Board Resolution, at any time, with respect to the Notes, elect to have Section 402(2) or Section 402(3)
of the Base Indenture be applied to the Outstanding Notes of such series upon compliance with the conditions set forth in Section 402 of the Base Indenture. In addition to Section 801 of the Base Indenture, Section 501 of this
Supplemental Indenture as to each series of Notes shall be subject to covenant defeasance under Section 402(3) of the Base Indenture. 

ARTICLE FOUR 
 EVENTS OF
DEFAULT 
 For purposes of the Notes (but not any other Securities, unless provided by the terms thereof), paragraph (4) of
Section 501 of the Base Indenture is hereby amended and restated in its entirety to read as follows: 
 “(4) failure on the part of the Company
duly to observe or perform any other of the covenants or agreements (other than those described in clause (1), (2) or (3) above) on the part of the Company with respect to that series contained in such Securities or otherwise established with
respect to that series of Securities pursuant to Section 301 hereof or contained in this Indenture (other than a covenant or agreement which has been expressly included in this Indenture solely for the benefit of one or more series of
Securities other than such series), which failure continues for a period of 60 days, or in the case of such a failure with respect to Section 704 of this Indenture, 90 days, after the date on which written notice of such failure, requiring the
same to be remedied and stating that such notice is a “Notice of Default” shall have been given to the Company by the Trustee, upon direction of Holders of at least 25% in principal amount of the then Outstanding Securities of that


  
 11 












 
series; provided, however, that if such failure is not capable of cure within such 60-day or 90-day
period, as the case may be, such 60-day or 90-day period, as the case may be, shall be automatically extended by an additional 60 days so long as (i) such failure
is subject to cure, and (ii) the Company is using commercially reasonable efforts to cure such failure; and provided, further, that a failure to comply with any such other agreement in the Indenture that results from a change in
GAAP shall not be deemed to be an Event of Default with respect to the Securities of that series;” 
 ARTICLE FIVE 

ADDITIONAL COVENANTS 
 The
Notes shall be subject to the following covenants in addition to the provisions of Article Ten of the Base Indenture (provided that Section 1004 of the Base Indenture shall not be applicable to the Notes): 

Section 501 Limitation on Liens. 

The Company shall not, and shall not permit any Subsidiary of the Company to, issue, assume, or guarantee any Indebtedness secured by a Lien,
other than Permitted Liens, upon any property of the Company or any of its Subsidiaries, owned on the date of this Supplemental Indenture or thereafter acquired, unless the Notes are equally and ratably secured with such Indebtedness until such time
as such Indebtedness is no longer secured by such a Lien. 
 Notwithstanding the preceding paragraph, the Company may, and may permit any
Subsidiary of the Company to, issue, assume or guarantee any Indebtedness secured by a Lien, other than a Permitted Lien, upon any property of the Company or any of its Subsidiaries, without securing the Notes; provided that the aggregate
principal amount of all Indebtedness of the Company and any Subsidiary of the Company then outstanding secured by any such Liens (other than Permitted Liens) does not exceed 15% of Consolidated Net Tangible Assets. 

ARTICLE SIX 
 REDEMPTION
OF NOTES 
 Section 601 Optional Redemption. 

The Notes of each series may be redeemed, in whole or in part, at the option of the Company pursuant to the terms set forth in Section 2
of the Notes of such series and Section 602 hereof. In the case of a redemption at any time prior to the Par Call Date, the Company shall give the Trustee notice of the Redemption Price promptly after the determination thereof and the Trustee
shall have no responsibility for determining such Redemption Price. Other than as specifically provided in this Article Six or Section 2 of the Notes of any series, any redemption pursuant to this Article Six will be made pursuant to the
provisions of Article Eleven of the Base Indenture. 

  
 12 












 Section 602 Election to Redeem; Notice to the Trustee. 

The election of the Company to optionally redeem any Notes of either series shall be evidenced by or pursuant to a Board Resolution. In case
of any redemption of the Notes of either series, the Company shall no later than 9:00 a.m., New York City time, on the fifth Business Day prior to the date of the giving of notice of such redemption pursuant to the applicable series of Notes (unless
a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date and of the principal amount of the Notes of the applicable series to be redeemed. This Section 602 shall apply to the Notes instead of
Section 1102 of the Base Indenture. 
 [Remainder of page intentionally left blank] 

 

  
 13 












 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed as of the day and year first above written. 
  

			
	THE WILLIAMS COMPANIES, INC.
		
	By:	 	              

	Name: Peter S. Burgess
	Title: VP Treasury & Insurance and Treasurer


 Supplemental Indenture 











 
			
	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
		
	By:	 	              

	Name:
	Title:


 Supplemental Indenture 











 EXHIBIT A 

[Face of the Note] 
  

CUSIP: 969457 BZ2 
 ISIN:
US969457BZ28 
 4.650% Senior Note due 2032 
  

			
	No. ___	 	$____________

 THE WILLIAMS COMPANIES, INC. 

promises to pay to [CEDE & Co.]1 or registered assigns, 

the principal sum of ______________________________________________ DOLLARS [or such greater or lesser amount as is indicated on the Schedule of Adjustments
attached hereto] 2 on August 15, 2032 (the “Stated Maturity”). 

Interest Payment Dates: February 15 and August 15 

Regular Record Dates: February 1 and August 1 (whether or not a Business Day) 

 

			
	Dated:	  	_______________

  

			
	THE WILLIAMS COMPANIES, INC.
		
	By:	 	              

		 	Name:
		 	Title:


  

	1 	 Insert in Global Notes only 



	2 	 Insert in Global Notes only 



  
 A-1 












 This is one of the Notes referred to 

in the within-mentioned Indenture: 
 THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., 
     as Trustee 
  

			
	By:	 	              

		 	Authorized Signatory


  
 A-2 












 [THIS DEBT SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS DEBT SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH
TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY DEBT SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS DEBT SECURITY SHALL BE A GLOBAL
SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES. 
 UNLESS THIS GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE WILLIAMS COMPANIES, INC. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNED HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]3 

 

	3 	 Insert in Global Notes only. 



  
 A-3 












 [Reverse of the Note] 

THE WILLIAMS COMPANIES, INC. 

4.650% Senior Note due 2032 
  

	 	1.	 GENERAL 



This Note is one of a duly authorized issue of Securities (the “Securities”) of The Williams Companies, Inc. (the
“Company,” which term includes any successor Person under the Base Indenture hereinafter referred to), issued and issuable in one or more series under an Indenture, dated as of December 18, 2012, (the “Base
Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee,” which term includes any successor trustee under the Base Indenture), to which Base Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitation of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities issued thereunder and of the
terms upon which said Securities are, and are to be, authenticated and delivered. This Note is one of the series designated on the face hereof as 4.650% Senior Notes due 2032 (the “Notes”) which was issued under the Sixth
Supplemental Indenture to the Base Indenture dated as of August 8, 2022 (the “Supplemental Indenture”, together with the Base Indenture, the “Indenture”) and which is initially limited to $1,000,000,000 in
principal amount. Capitalized terms used herein for which no definition is provided herein shall have the meanings set forth in the Indenture. 

The Company promises to pay interest on the principal amount of this Note at the rate of 4.650% per annum from [Insert for Initial Notes
– “August 8, 2022”] until the Stated Maturity, unless earlier repurchased, redeemed or otherwise cancelled. The Company will pay interest semiannually on February 15 and August 15 of each year (each an “Interest
Payment Date”). Interest on the Notes will accrue from the most recent Interest Payment Date on which interest has been paid or duly provided for or, if no interest has been paid or duly provided for, from [Insert for Initial Notes
“August 8, 2022”]; provided that if there is no existing default in the payment of interest, and if this Note is authenticated between a regular record date set forth on the face hereof (each a “Regular Record
Date”) and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided, further, that the first Interest Payment Date shall be [Insert for Initial Notes
“February 15, 2023”] and interest accrued from [Insert for Initial Notes – “August 8, 2022”] shall be payable on such date. The interest so payable, and punctually paid or duly provided for, on any Interest Payment
Date will, as provided in the Indenture, be paid to the Person in whose name this Note is registered at the close of business on the Regular Record Date next preceding such Interest Payment Date. Except as otherwise provided in the Indenture, any
such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Note is registered at the close of business on a Special
Record Date for the payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to the Holders of the Notes not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner
not inconsistent with the requirements of any securities exchange, if any, on which the Notes shall be listed, and upon such notice as may be required by any such exchange, all as more fully provided in the Indenture. Payments of interest on the
Notes will include interest accrued to but excluding the respective Interest Payment Dates. 

  
 A-4 












 Further, the Company shall pay interest on overdue principal and premium, if any, from time
to time on demand at a rate of 4.650% per annum; it shall pay interest on overdue installments of interest (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful. Interest will be computed
on the basis of a 360-day year of twelve 30-day months. 

If an Interest Payment Date, the Stated Maturity or a Redemption Date falls on a day that is not a Business Day, the required payment of
principal, premium, if any, and interest due on that date shall be made on the next succeeding Business Day as if made on the date that payment was due, and no interest shall accrue for the period from and after the Interest Payment Date, Stated
Maturity or such Redemption Date, as the case may be, to the date of that payment on the next succeeding Business Day. 
  

	 	2.	 REDEMPTION 



The Notes are subject to redemption upon at least 10 days but not more than 60 days’ notice to the Holders of the Notes to be redeemed as
provided in the Indenture, at any time or from time to time prior to the Par Call Date, in whole or in part, at the election of the Company, at a Redemption Price, as calculated by the Company and expressed as a percentage of principal amount and
rounded to three decimal places, equal to the greater of: (i) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the Notes matured on the Par Call
Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 30 basis points less (b) interest accrued to the
Redemption Date, and (ii) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon, if any, to, but not including, the Redemption Date. In addition, the Notes are subject to redemption upon
at least 10 days but not more than 60 days’ notice to the Holders of the Notes to be redeemed as provided in the Indenture, at any time on or after the Par Call Date, in whole or in part, at the election of the Company, at a Redemption Price,
as calculated by the Company, equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon, if any, to, but not including, the Redemption Date. The notice of redemption shall be mailed or electronically
delivered (or otherwise transmitted in accordance with the Depositary’s procedures) and may, at the Company’s discretion, be subject to one or more conditions precedent. 

If less than all the Notes are to be redeemed, selection of Notes for redemption will be made pro rata, by lot or by such other method as the
Trustee in its sole discretion deems appropriate and fair, and, in the case of Global Notes, by the Depositary in accordance with the Depositary’s procedures and in the case of a Definitive Security, by the Trustee by pro rata or by lot. No
Notes of a principal amount of $2,000 or less will be redeemed in part. Unless the Company defaults in payment of such Redemption Price, on and after the Redemption Date, the Notes or portions thereof called for redemption will cease to bear
interest, and the Holders thereof will have no right in respect of such Notes except the right to receive the Redemption Price thereof. 

  
 A-5 













	 	3.	 DEFEASANCE 



The Indenture contains provisions for defeasance of (a) the entire indebtedness of this Note and (b) certain restrictive covenants
upon compliance by the Company with certain conditions set forth therein. 
  

	 	4.	 DEFAULTS AND REMEDIES 



If an Event of Default with respect to the Notes shall occur and be continuing, the principal of the Notes may be declared due and payable, or
in the circumstances described in the Indenture, shall automatically become due and payable, in the manner and with the effect provided in the Indenture. At any time after such declaration of acceleration or automatic acceleration with respect to
the Notes has been made or has occurred, but before a judgment or decree for payment of money has been obtained by the Trustee as provided in the Indenture, if all Events of Default with respect to the Notes have been cured or waived (other than the
non-payment of principal of the Notes which has become due solely by reason of such declaration of acceleration or automatic acceleration) and certain other conditions have been complied with, then and in
every such case, the Holders of a majority in aggregate principal amount of the Outstanding Notes may, by written notice to the Company and to the Trustee, rescind and annul such declaration or automatic acceleration and its consequences on behalf
of all of the Holders of Notes, but no such rescission or annulment shall extend to or affect any subsequent default or impair any right consequent thereon. 

As provided in and subject to the provisions of the Indenture, the Holder of this Note shall not have the right to institute any proceeding,
judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee or for any other remedy thereunder, unless (a) such Holder shall have previously given the Trustee written notice of a continuing Event of
Default with respect to the Notes, (b) (i) in the case of an Event of Default specified in clause (1), (2), (5) or (6) of Section 501 of the Indenture, Holders of not less than 25%, or (ii) in the case of an Event of Default
specified in clause (3) or (4) of Section 501 of the Indenture, Holders of not less than a majority, in aggregate principal amount of the Outstanding Notes shall have made written request to the Trustee to institute proceedings in respect
of such Event of Default in its own name as Trustee hereunder, (c) such Holders shall have offered the Trustee indemnity satisfactory to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request,
(d) for 60 days after its receipt of such notice, the Trustee shall not have received from the Holders of a majority in principal amount of the Notes at the time Outstanding under the Indenture a direction inconsistent with such request, and
(e) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such proceeding. The foregoing shall not apply to certain suits described in the Indenture, including any suit
instituted by the Holder of this Note for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed or provided for herein. 

 

	 	5.	 NONIMPAIRMENT 



No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of (and premium, if any) and interest, if any, on this Note at the times, place and rate, and in the coin or currency, herein prescribed. 

  
 A-6 













	 	6.	 DENOMINATIONS; TRANSFER AND EXCHANGE 



The Notes are in registered form in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The transfer of Notes may be
registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any
taxes and fees required by law or permitted by the Indenture. The Company need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. 

 

	 	7.	 SUCCESSOR OBLIGORS 



When a successor assumes all the obligations of its predecessor under the Notes and the Indenture in accordance with the terms of the
Indenture, the predecessor will be released from those obligations, except in the case of a lease. 
  

	 	8.	 TRUSTEE DEALINGS WITH THE COMPANY 



The Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with
the Company, its Subsidiaries or their respective Affiliates as if it were not the Trustee. 
  

	 	9.	 AUTHENTICATION 



This Note will not be valid until authenticated by the manual, facsimile or electronic signature of the Trustee or an Authenticating Agent.

  

	 	10.	 NO RECOURSE AGAINST OTHERS 



The owners of the Company’s Capital Stock and the Company’s incorporators, directors and officers will not be liable for the
Company’s obligations under the Notes, the Indenture or for any claim based on, or in respect of, such obligations. By accepting a Note, each Holder of that Note will have agreed to Section 117 of the Base Indenture and waived and released
any such liability on the part of the owners of the Company’s Capital Stock and the Company’s incorporators, directors and officers. The waiver and release are part of the consideration for issuance of the Notes. 

 

	 	11.	 CUSIP NUMBERS 



Pursuant to a recommendation promulgated by the Committee on Uniform Note Identification Procedures, the Company will cause CUSIP numbers to be
printed on the Notes as a convenience to the Holders of Notes. 

  
 A-7 













	 	12.	 GOVERNING LAW 



This Note shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made or instruments
entered into and, in each case, performed in said state. 
  

	 	13.	 AMENDMENT, SUPPLEMENT AND WAIVER 



Subject to certain exceptions, the Indenture or the Notes may be supplemented by an indenture or indentures supplemental to the Indenture with
the consent of the Holders of not less than a majority in aggregate principal amount of the Notes affected by such supplemental indenture (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes)
and any existing default or Event of Default with respect to the Notes may be waived with the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes, except a continuing default in the payment of
the principal of, or any premium or interest on the Notes, or in respect of a covenant or provision of the Indenture which cannot be modified or amended without the consent of the Holder of each Outstanding Note. Without the consent of any Holder of
Notes, the Company and the Trustee, at any time and from time to time, may enter into one or more supplemental indentures as provided in the Indenture, subject to the exceptions set forth therein. 

[Remainder of page intentionally left blank] 

  
 A-8 












 SCHEDULE A 

[SCHEDULE OF ADJUSTMENTS] 4 

 

									
	 Date Adjustment Made
	 	 Principal

Amount

Increase
	 	 Principal

Amount

Decrease
	 	 Principal

Amount
 Following

Adjustment
	 	 Notification

Made on
 Behalf of
the
 Trustee

					
	  
	 	  
	 	  
	 	  
	 	  

					
	  
	 	  
	 	  
	 	  
	 	  

					
	  
	 	  
	 	  
	 	  
	 	  

					
	  
	 	  
	 	  
	 	  
	 	  

					
	  
	 	  
	 	  
	 	  
	 	  

					
	  
	 	  
	 	  
	 	  
	 	  

					
	  
	 	  
	 	  
	 	  
	 	  

					
	  
	 	  
	 	  
	 	  
	 	  

					
	  
	 	  
	 	  
	 	  
	 	  

					
	  
	 	  
	 	  
	 	  
	 	  

					
	  
	 	  
	 	  
	 	  
	 	  

					
	  
	 	  
	 	  
	 	  
	 	  

					
	  
	 	  
	 	  
	 	  
	 	  

					
	  
	 	  
	 	  
	 	  
	 	  

					
	  
	 	  
	 	  
	 	  
	 	  

					
	  
	 	  
	 	  
	 	  
	 	  

					
	  
	 	  
	 	  
	 	  
	 	  


  

	4 	 Insert in Global Notes only 



  
 A-9 












 EXHIBIT B 

[Face of the Note] 
  

CUSIP: 969457 CA6 
 ISIN:
US969457CA67 
 5.300% Senior Note due 2052 
  

					
	 No. ___
	  	$	____________	 

 THE WILLIAMS COMPANIES, INC. 

promises to pay to [CEDE & Co.]5 or registered assigns, 

the principal sum of ______________________________________________ DOLLARS [or such greater or lesser amount as is indicated on the Schedule of Adjustments
attached hereto] 6 on August 15, 2052 (the “Stated Maturity”). 

Interest Payment Dates: February 15 and August 15 

Regular Record Dates: February 1 and August 1 (whether or not a Business Day) 

 

			
	Dated:	  	_______________

  

			
	THE WILLIAMS COMPANIES, INC.
		
	By:	 	              

		 	Name:
		 	Title:


  
  
  

 

	5 	 Insert in Global Notes only 



	6 	 Insert in Global Notes only 



  
 B-1 












 This is one of the Notes referred to 

in the within-mentioned Indenture: 
 THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., 
     as Trustee 
  

			
	By:	 	              

		 	Authorized Signatory


  
 B-2 












 [THIS DEBT SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS DEBT SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH
TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY DEBT SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS DEBT SECURITY SHALL BE A GLOBAL
SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES. 
 UNLESS THIS GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE WILLIAMS COMPANIES, INC. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNED HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]7 

 

	7 	 Insert in Global Notes only. 



  
 B-3 












 [Reverse of the Note] 

THE WILLIAMS COMPANIES, INC. 

5.300% Senior Note due 2052 
  

	 	1.	 GENERAL 



This Note is one of a duly authorized issue of Securities (the “Securities”) of The Williams Companies, Inc. (the
“Company,” which term includes any successor Person under the Base Indenture hereinafter referred to), issued and issuable in one or more series under an Indenture, dated as of December 18, 2012, (the “Base
Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee,” which term includes any successor trustee under the Base Indenture), to which Base Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitation of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities issued thereunder and of the
terms upon which said Securities are, and are to be, authenticated and delivered. This Note is one of the series designated on the face hereof as 5.300% Senior Notes due 2052 (the “Notes”) which was issued under the Sixth
Supplemental Indenture to the Base Indenture dated as of August 8, 2022 (the “Supplemental Indenture”, together with the Base Indenture, the “Indenture”) and which is initially limited to $750,000,000 in
principal amount. Capitalized terms used herein for which no definition is provided herein shall have the meanings set forth in the Indenture. 

The Company promises to pay interest on the principal amount of this Note at the rate of 5.300% per annum from [Insert for Initial Notes
– “August 8, 2022”] until the Stated Maturity, unless earlier repurchased, redeemed or otherwise cancelled. The Company will pay interest semiannually on February 15 and August 15 of each year (each an “Interest
Payment Date”). Interest on the Notes will accrue from the most recent Interest Payment Date on which interest has been paid or duly provided for or, if no interest has been paid or duly provided for, from [Insert for Initial Notes
“August 8, 2022”]; provided that if there is no existing default in the payment of interest, and if this Note is authenticated between a regular record date set forth on the face hereof (each a “Regular Record
Date”) and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided, further, that the first Interest Payment Date shall be [Insert for Initial Notes
“February 15, 2023”] and interest accrued from [Insert for Initial Notes – “August 8, 2022”] shall be payable on such date. The interest so payable, and punctually paid or duly provided for, on any Interest Payment
Date will, as provided in the Indenture, be paid to the Person in whose name this Note is registered at the close of business on the Regular Record Date next preceding such Interest Payment Date. Except as otherwise provided in the Indenture, any
such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Note is registered at the close of business on a Special
Record Date for the payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to the Holders of the Notes not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner
not inconsistent with the requirements of any securities exchange, if any, on which the Notes shall be listed, and upon such notice as may be required by any such exchange, all as more fully provided in the Indenture. Payments of interest on the
Notes will include interest accrued to but excluding the respective Interest Payment Dates. 

  
 B-4 












 Further, the Company shall pay interest on overdue principal and premium, if any, from time
to time on demand at a rate of 5.300% per annum; it shall pay interest on overdue installments of interest (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful. Interest will be computed
on the basis of a 360-day year of twelve 30-day months. 

If an Interest Payment Date, the Stated Maturity or a Redemption Date falls on a day that is not a Business Day, the required payment of
principal, premium, if any, and interest due on that date shall be made on the next succeeding Business Day as if made on the date that payment was due, and no interest shall accrue for the period from and after the Interest Payment Date, Stated
Maturity or such Redemption Date, as the case may be, to the date of that payment on the next succeeding Business Day. 
  

	 	2.	 REDEMPTION 



The Notes are subject to redemption upon at least 10 days but not more than 60 days’ notice to the Holders of the Notes to be redeemed as
provided in the Indenture, at any time or from time to time prior to the Par Call Date, in whole or in part, at the election of the Company, at a Redemption Price, as calculated by the Company and expressed as a percentage of principal amount and
rounded to three decimal places, equal to the greater of: (i) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the Notes matured on the Par Call
Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 35 basis points less (b) interest accrued to the
Redemption Date, and (ii) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon, if any, to, but not including, the Redemption Date. In addition, the Notes are subject to redemption upon
at least 10 days but not more than 60 days’ notice to the Holders of the Notes to be redeemed as provided in the Indenture, at any time on or after the Par Call Date, in whole or in part, at the election of the Company, at a Redemption Price,
as calculated by the Company, equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon, if any, to, but not including, the Redemption Date. The notice of redemption shall be mailed or electronically
delivered (or otherwise transmitted in accordance with the Depositary’s procedures) and may, at the Company’s discretion, be subject to one or more conditions precedent. 

If less than all the Notes are to be redeemed, selection of Notes for redemption will be made pro rata, by lot or by such other method as the
Trustee in its sole discretion deems appropriate and fair, and, in the case of Global Notes, by the Depositary in accordance with the Depositary’s procedures and in the case of a Definitive Security, by the Trustee by pro rata or by lot. No
Notes of a principal amount of $2,000 or less will be redeemed in part. Unless the Company defaults in payment of such Redemption Price, on and after the Redemption Date, the Notes or portions thereof called for redemption will cease to bear
interest, and the Holders thereof will have no right in respect of such Notes except the right to receive the Redemption Price thereof. 

  
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	 	3.	 DEFEASANCE 



The Indenture contains provisions for defeasance of (a) the entire indebtedness of this Note and (b) certain restrictive covenants
upon compliance by the Company with certain conditions set forth therein. 
  

	 	4.	 DEFAULTS AND REMEDIES 



If an Event of Default with respect to the Notes shall occur and be continuing, the principal of the Notes may be declared due and payable, or
in the circumstances described in the Indenture, shall automatically become due and payable, in the manner and with the effect provided in the Indenture. At any time after such declaration of acceleration or automatic acceleration with respect to
the Notes has been made or has occurred, but before a judgment or decree for payment of money has been obtained by the Trustee as provided in the Indenture, if all Events of Default with respect to the Notes have been cured or waived (other than the
non-payment of principal of the Notes which has become due solely by reason of such declaration of acceleration or automatic acceleration) and certain other conditions have been complied with, then and in
every such case, the Holders of a majority in aggregate principal amount of the Outstanding Notes may, by written notice to the Company and to the Trustee, rescind and annul such declaration or automatic acceleration and its consequences on behalf
of all of the Holders of Notes, but no such rescission or annulment shall extend to or affect any subsequent default or impair any right consequent thereon. 

As provided in and subject to the provisions of the Indenture, the Holder of this Note shall not have the right to institute any proceeding,
judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee or for any other remedy thereunder, unless (a) such Holder shall have previously given the Trustee written notice of a continuing Event of
Default with respect to the Notes, (b) (i) in the case of an Event of Default specified in clause (1), (2), (5) or (6) of Section 501 of the Indenture, Holders of not less than 25%, or (ii) in the case of an Event of Default
specified in clause (3) or (4) of Section 501 of the Indenture, Holders of not less than a majority, in aggregate principal amount of the Outstanding Notes shall have made written request to the Trustee to institute proceedings in respect
of such Event of Default in its own name as Trustee hereunder, (c) such Holders shall have offered the Trustee indemnity satisfactory to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request,
(d) for 60 days after its receipt of such notice, the Trustee shall not have received from the Holders of a majority in principal amount of the Notes at the time Outstanding under the Indenture a direction inconsistent with such request, and
(e) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such proceeding. The foregoing shall not apply to certain suits described in the Indenture, including any suit
instituted by the Holder of this Note for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed or provided for herein. 

 

	 	5.	 NONIMPAIRMENT 



No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of (and premium, if any) and interest, if any, on this Note at the times, place and rate, and in the coin or currency, herein prescribed. 

  
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	 	6.	 DENOMINATIONS; TRANSFER AND EXCHANGE 



The Notes are in registered form in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The transfer of Notes may be
registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any
taxes and fees required by law or permitted by the Indenture. The Company need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. 

 

	 	7.	 SUCCESSOR OBLIGORS 



When a successor assumes all the obligations of its predecessor under the Notes and the Indenture in accordance with the terms of the
Indenture, the predecessor will be released from those obligations, except in the case of a lease. 
  

	 	8.	 TRUSTEE DEALINGS WITH THE COMPANY 



The Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with
the Company, its Subsidiaries or their respective Affiliates as if it were not the Trustee. 
  

	 	9.	 AUTHENTICATION 



This Note will not be valid until authenticated by the manual, facsimile or electronic signature of the Trustee or an Authenticating Agent.

  

	 	10.	 NO RECOURSE AGAINST OTHERS 



The owners of the Company’s Capital Stock and the Company’s incorporators, directors and officers will not be liable for the
Company’s obligations under the Notes, the Indenture or for any claim based on, or in respect of, such obligations. By accepting a Note, each Holder of that Note will have agreed to Section 117 of the Base Indenture and waived and released
any such liability on the part of the owners of the Company’s Capital Stock and the Company’s incorporators, directors and officers. The waiver and release are part of the consideration for issuance of the Notes. 

 

	 	11.	 CUSIP NUMBERS 



Pursuant to a recommendation promulgated by the Committee on Uniform Note Identification Procedures, the Company will cause CUSIP numbers to be
printed on the Notes as a convenience to the Holders of Notes. 

  
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	 	12.	 GOVERNING LAW 



This Note shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made or instruments
entered into and, in each case, performed in said state. 
  

	 	13.	 AMENDMENT, SUPPLEMENT AND WAIVER 



Subject to certain exceptions, the Indenture or the Notes may be supplemented by an indenture or indentures supplemental to the Indenture with
the consent of the Holders of not less than a majority in aggregate principal amount of the Notes affected by such supplemental indenture (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes)
and any existing default or Event of Default with respect to the Notes may be waived with the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes, except a continuing default in the payment of
the principal of, or any premium or interest on the Notes, or in respect of a covenant or provision of the Indenture which cannot be modified or amended without the consent of the Holder of each Outstanding Note. Without the consent of any Holder of
Notes, the Company and the Trustee, at any time and from time to time, may enter into one or more supplemental indentures as provided in the Indenture, subject to the exceptions set forth therein. 

[Remainder of page intentionally left blank] 

  
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 SCHEDULE A 

[SCHEDULE OF ADJUSTMENTS] 8 

 

									
	 Date Adjustment Made
	 	 Principal Amount Increase
	 	 Principal Amount Decrease
	 	 Principal Amount Following
Adjustment
	 	 Notification Made on Behalf
of the Trustee

					
	  
	 	  
	 	  
	 	  
	 	  

					
	  
	 	  
	 	  
	 	  
	 	  

					
	  
	 	  
	 	  
	 	  
	 	  

					
	  
	 	  
	 	  
	 	  
	 	  

					
	  
	 	  
	 	  
	 	  
	 	  

					
	  
	 	  
	 	  
	 	  
	 	  

					
	  
	 	  
	 	  
	 	  
	 	  

					
	  
	 	  
	 	  
	 	  
	 	  

					
	  
	 	  
	 	  
	 	  
	 	  

					
	  
	 	  
	 	  
	 	  
	 	  

					
	  
	 	  
	 	  
	 	  
	 	  

					
	  
	 	  
	 	  
	 	  
	 	  

					
	  
	 	  
	 	  
	 	  
	 	  

					
	  
	 	  
	 	  
	 	  
	 	  

					
	  
	 	  
	 	  
	 	  
	 	  

					
	  
	 	  
	 	  
	 	  
	 	  

					
	  
	 	  
	 	  
	 	  
	 	  


  

	8 	 Insert in Global Notes only 



  
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