1324518--3/3/2006--Williams_Partners

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{gas, price, oil}

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{operation, natural, condition}

{regulation, change, law}

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{competitive, industry, competition}

{financial, litigation, operation}

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Because of the natural decline in production from existing wells, the success of our gathering and transportation businesses depends on our ability to obtain 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. Williams revolving credit facility and Williams public indentures 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. Discovery is not prohibited from incurring indebtedness, which may affect our ability to make distributions to unitholders. We do not own all of the interests in the Conway fractionator and in Discovery, which could adversely affect our ability to respond to operate and control these assets in a manner beneficial to us. Discovery may reduce its cash distributions to us in some situations 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. Our industry is highly competitive, and increased competitive pressure could adversely affect our business and operating results. 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. We may not be able to grow or effectively manage our growth. 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. Moreover, because Discovery is a non-corporate entity, it may be disadvantaged in calculating its cost of service for rate-making purposes. Our operations are subject to operational hazards and unforeseen interruptions for which we may not be adequately insured. Pipeline integrity programs and repairs may impose significant costs and liabilities on us. 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. Potential changes in accounting standards might cause us to revise our financial results and disclosure 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 Our general partner and its affiliates have conflicts of interest and limited fiduciary duties, which may permit them to 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 cannot currently 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. Williams and its affiliates may compete directly with us and have no obligation to present business opportunities to us. 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 percent or more of our common units. Cost reimbursements due our general partner and its affiliates will reduce cash available to pay distributions to unitholders. Unitholders may not have limited liability if a court finds that unitholder action constitutes control of our business. Unitholders may also have liability to repay distributions. Common units held by affiliates of Williams eligible for future sale may have adverse effects on the price of our common units. Our tax treatment depends on our status as a partnership for federal income tax purposes, as well as our not being subject to entity-level taxation by states. If the IRS were to treat us as a corporation or if we were to become subject to entity-level taxation for state tax purposes, then our cash available to pay distributions to unitholders would be substantially reduced. A successful IRS contest of the federal income tax positions we take may adversely impact the market for our common units, and the costs of any contest will be borne by our unitholders and our general partner. Unitholders may 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 our 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 units as having the same tax benefits without regard to the 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. The sale or exchange of 50 percent or more of our capital and profits interests will result in the termination of our partnership for federal income tax purposes. FORWARD LOOKING STATEMENTS AND CAUTIONARY STATEMENT FOR PURPOSES OF THE SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

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1324518--3/3/2006--Williams_Partners_L.P.