1324518--2/26/2008--Williams_Partners

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{tax, income, asset}

{gas, price, oil}

{stock, price, operating}

{operation, natural, condition}

{financial, litigation, operation}

{regulation, change, law}

{cost, regulation, environmental}

{competitive, industry, competition}

{loss, insurance, financial}

{control, financial, internal}

{acquisition, growth, future}

{cost, contract, operation}

Risks Inherent in Our Business We may not have sufficient cash from operations to enable us to pay the minimum quarterly distribution following establishment of cash reserves and payment of fees and expenses, including payments to our general partner. Because of the natural decline in production from existing wells and competitive factors, the success of our gathering and transportation businesses depends on our ability to connect new sources of natural gas supply, which is dependent on factors beyond our control. Any decrease in supplies of natural gas could adversely affect our business and operating results. Lower natural gas and oil prices could adversely affect our fractionation and storage businesses. Our processing, fractionation and storage businesses could be affected by any decrease in NGL prices or a change in NGL prices relative to the price of natural gas. We depend on certain key customers and producers for a significant portion of our revenues and supply of natural gas and NGLs. The loss of any of these key customers or producers could result in a decline in our revenues and cash available to pay distributions. If third-party pipelines and other facilities interconnected to our pipelines and facilities become unavailable to transport natural gas and NGLs or to treat natural gas, our revenues and cash available to pay distributions could be adversely affected. We do not own all of the interests in Wamsutter, the Conway fractionator or Discovery, which could adversely affect our ability to operate and control these assets in a manner beneficial to us. Our results of storage and fractionation operations are dependent upon the demand for propane and other NGLs. A substantial decrease in this demand could adversely affect our business and operating results. Discovery and Wamsutter may reduce their cash distributions to us in some situations. Discovery s interstate tariff rates are subject to review and possible adjustment by federal regulators, which could have a material adverse effect on our business and operating results. Discovery s interstate tariff rates and terms and conditions are subject to changes in policy by federal regulators, which could have a material adverse effect on our business and operating results. We do not operate all of our assets. This reliance on others to operate our assets and to provide other services could adversely affect our business and operating results. Williams public indentures and our credit facility contain financial and operating restrictions that may limit our access to credit. In addition, our ability to obtain credit in the future will be affected by Williams credit ratings. Our future financial and operating flexibility may be adversely affected by restrictions in our indentures and by our leverage. Discovery and Wamsutter are not prohibited from incurring indebtedness, which may affect our ability to make distributions to unitholders. Our industry is highly competitive, and increased competitive pressure could adversely affect our business and operating results. Pipeline integrity programs and repairs may impose significant costs and liabilities on us. We may not be able to grow or effectively manage our growth. Our operations are subject to operational hazards and unforeseen interruptions for which we may not be adequately insured. We do not own all of the land on which our pipelines and facilities are located, which could disrupt our operations. Our operations are subject to governmental laws and regulations relating to the protection of the environment, which may expose us to significant costs and liabilities. The natural gas gathering operations in the San Juan Basin and Washakie Basin may be subjected to regulation by the state of New Mexico, which could negatively affect our revenues and cash flows. Potential changes in accounting standards might cause us to revise our financial results and disclosures in the future. Terrorist attacks have resulted in increased costs, and attacks directed at our facilities or those of our suppliers and customers could disrupt our operations. We are exposed to the credit risk of our customers and our credit risk management may not be adequate to protect against such risk. Risks Inherent in an Investment in Us We have a holding company structure in which our subsidiaries conduct our operations and own our operating assets, which may affect our ability to make payments on our debt obligations and distributions on our common units. Common units held by Williams eligible for future sale may have adverse effects on the price of our common units. Williams controls our general partner, which has sole responsibility for conducting our business and managing our operations. Our general partner and its affiliates have conflicts of interest with us and limited fiduciary duties, and they favor their own interests to the detriment of our unitholders. Our partnership agreement limits our general partner s fiduciary duties to unitholders and restricts the remedies available to unitholders for actions taken by our general partner that might otherwise constitute breaches of fiduciary duty. Even if unitholders are dissatisfied, they have little ability to remove our general partner without its consent. The control of our general partner may be transferred to a third party without unitholder consent. Increases in interest rates may cause the market price of our common units to decline. We may issue additional common units without unitholder approval, which would dilute unitholder ownership interests. Our general partner has a limited call right that may require unitholders to sell their common units at an undesirable time or price. Our partnership agreement restricts the voting rights of unitholders owning 20% or more of our common units. Cost reimbursements due to our general partner and its affiliates will reduce cash available to pay distributions to unitholders. Your liability may not be limited if a court finds that unitholder action constitutes control of our business. Unitholders may have liability to repay distributions that were wrongfully distributed to them. Holders of our common units have limited voting rights and are not entitled to elect our general partner or its directors, which could reduce the price at which the common units will trade. Our tax treatment depends on our status as a partnership for federal income tax purposes, as well as our not being subject to a material amount of entity-level taxation by states and localities. If the IRS were to treat us as a corporation or if we were to become subject to a material amount of entity-level taxation for state or local tax purposes, then our cash available for distribution to unitholders would be substantially reduced. The tax treatment of publicly traded partnerships or an investment in our common units could be subject to potential legislative, judicial or administrative changes and differing interpretations, possibly on a retroactive basis. We prorate our items of income, gain, loss and deduction between transferors and transferees of the common units each month based upon the ownership of the units on the first day of each month, instead of on the basis of the date a particular unit is transferred. An IRS contest of the federal income tax positions we take may adversely impact the market for the common units, and the costs of any contest will reduce our cash available for distribution to our unitholders and our general partner. Unitholders will be required to pay taxes on their share of our income even if unitholders do not receive any cash distributions from us. The tax gain or loss on the disposition of the common units could be different than expected. Tax-exempt entities and foreign persons face unique tax issues from owning common units that may result in adverse tax consequences to them. We will treat each purchaser of common units as having the same tax benefits without regard to the actual common units purchased. The IRS may challenge this treatment, which could adversely affect the value of the common units. Unitholders will likely be subject to state and local taxes and return filing requirements as a result of investing in our common units.

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1324518--2/26/2008--Williams_Partners_L.P.