Preview | Contribution, Conveyance and Assumption Agreement |

TABLE OF CONTENTS


			Page
Article 1 Definitions				3
	1.1	Definitions		3
	1.2	Index of Other Defined Terms		4

Article 2 Contributions, Acknowledgments And Distributions				4
	2.1	Recordation of Evidence of Ownership of Assets		4
	2.2	Contribution by MLP to WPP Merger		4
	2.9	Redemption of WPS Co		5
	2.3	Contribution by WPP Merger to NWP		5
	2.4	Capital Expenditures Distributions		5
	2.5	Contribution by Williams Gas Pipeline to Pipeline GP		5
	2.6	Contribution by Pipeline GP to MLP		5
	2.7	Merger of WPP Merger with and into WPP Holdings		5
	2.8	Contribution by MLP to WP Operating		5
	2.10	Underwriters? Cash Contribution		5
	2.11	Payment of Transaction Costs		6
	2.12	Specific Conveyances		6

Article 3 Additional Transactions				6
	3.1	Purchase of Additional Common Units		6

Article 4 Further Assurances				6
	4.1	Further Assurances		6
	4.2	Other Assurances		6

Article 5 Effective Time				7

Article 6 Miscellaneous				7
	6.1	Order of Completion of Transactions		7
	6.2	Headings; References; Interpretation		7
	6.3	Effect of Waiver or Consent		7
	6.4	Successors and Assigns		8
	6.5	No Third Party Rights		8
	6.6	Counterparts		8
	6.7	Choice of Law; Submission to Jurisdiction		8
	6.8	Severability		8
	6.9	Amendment or Modification		8
	6.10	Entire Agreement		8
	6.11	Laws and Regulations		8
	6.12	Deed; Bill of Sale; Assignment		8
	6.13	Negation of Rights of Limited Partners, Assignees, and Third Parties		8
	6.14	No Recourse Against Officers or Directors		9

CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT

This CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT, dated as of January 24, 2008 is entered on and effective as of the Effective Date (as defined herein), by and among Williams Pipeline Partners L.P., a Delaware limited partnership (?MLP?), WPP Merger LLC, a Delaware limited liability company (?WPP Merger?), Williams Pipeline Partners Holdings LLC, a Delaware limited liability company (?WPP Holdings?), Williams Pipeline Operating LLC, a Delaware limited liability company (?WP Operating?), Northwest Pipeline GP, a Delaware general partnership (?NWP?), Williams Pipeline GP LLC, a Delaware limited liability company (?Pipeline GP?), Williams Gas Pipeline Company, LLC, a Delaware limited liability company (?Williams Gas Pipeline?), WGPC Holdings LLC, a Delaware limited liability company (?WGPC Holdings?), and Williams Pipeline Services Company, a Delaware corporation (?WPS Co?). The above-named entities are sometimes referred to in this Agreement each as a ?Party? and collectively as the ?Parties.?

R E C I T A L S:

WHEREAS, as further described below, Pipeline GP and WPS Co. have formed MLP, pursuant to the Delaware Revised Uniform Limited Partnership Act (the ?Delaware LP Act?), for the purpose of engaging in any business activity that is approved by Pipeline GP and that lawfully may be conducted by a limited partnership organized pursuant to the Delaware LP Act;

WHEREAS, in order to accomplish the objectives and purposes of MLP described in the preceding recital, the following actions have been taken prior to the date hereof:

1. Williams Gas Pipeline formed WPP Holdings, and contributed 11.6% of the outstanding stock of Northwest Pipeline Corporation, a Delaware corporation (?NWP Corp?), to WPP Holdings in exchange for all of the membership interests of WPP Holdings.

2. Williams Gas Pipeline formed WGPC Holdings, and contributed 88.4% of the outstanding stock of NWP Corp to WGPC Holdings in exchange for all of the membership interests of WGPC Holdings.

3. Williams Gas Pipeline formed Pipeline GP, to which it contributed $1,000 in exchange for all of the membership interests in Pipeline GP.

4. Pipeline GP and WPS Co formed MLP, to which Pipeline GP contributed $20 and WPS Co contributed $980 in exchange for a 2% general partner interest and 98% limited partner interest, respectively.

5. MLP formed WPP Merger LLC, to which MLP contributed $1,000 in exchange for all of the membership interests in WPP Merger.

6. MLP formed WP Operating, to which MLP contributed $1,000 in exchange for all of the interests in WP Operating.

7. On October 1, 2007, NWP Corp was converted to a general partnership under Delaware law and renamed Northwest Pipeline GP.

8. On October 2, 2007, a 0.5% interest in NWP was transferred by WGPC Holdings to WPP Holdings, making WGPC Holdings? interest in NWP 87.9% and WPP Holdings? interest in NWP 12.1%.

9. On January 21, 2008, a 7.0% interest in NWP was transferred by WGPC Holdings to WPP Holdings, making WGPC Holdings? interest in NWP 80.9% and WPP Holdings? interest in NWP 19.1%.

WHEREAS, concurrently with the consummation of the transactions contemplated hereby (the ?Closing?), each of the following matters shall occur:

1. The public, through the Underwriters, will contribute $325 million to MLP, $304.3 million net of the Spread in exchange for Common Units representing a 47.5% limited partner interest in MLP.

2. MLP will use the offering proceeds to (a) pay transaction costs of $3.4 million (excluding the Spread), (b) make a cash capital contribution to WPP Merger of $300.9 million (such amount is referred to as the ?Net Proceeds?), and (c) redeem the limited partner interest in MLP acquired by WPS Co in exchange for $980.

3. WPP Merger will contribute the Net Proceeds to NWP in exchange for a 15.9% general partner interest in NWP.

4. WPP Holdings and WPP Merger will merge to form a limited liability company named Williams Pipeline Partners Holdings LLC and MLP will contribute the membership interests in post-merger WPP Holdings to WP Operating.

5. NWP will distribute the Net Proceeds to WGPC Holdings, and WGPC Holdings will distribute the Net Proceeds to Williams Gas Pipeline as a reimbursement for certain capital expenditures.

6. Williams Gas Pipeline will contribute 100% of its membership interests in WPP Holdings (the ?WPP Holdings Interest?) to Pipeline GP.

7. Pipeline GP will contribute the WPP Holdings Interests to MLP in exchange for a continuation of its 2% general partner interest, as represented by 684,869 general partner units, in MLP (the ?2% GP Interest?), 6,350,668 Common Units and 10,957,900 Subordinated Units, representing 50.5% of MLP?s common and subordinated units (the ?50.5% Limited Partner Interest?) and the IDRs.

WHEREAS, within 30 days of the Closing, if the Underwriters exercise their option to purchase up to an additional 2,437,500 Common Units (the ?Option?), MLP shall use proceeds of that exercise, net of the applicable Underwriters? discount and fees, to acquire from Pipeline GP the same number of Common Units for the net proceeds as a redemption in repayment of capital expenditures.

ARTICLE 1
Definitions

1.1 Definitions. The following capitalized terms shall have the meanings given below.

(a) ?Acts? means the Delaware Limited Partnership Act and the Delaware Limited Liability Company Act (the ?DE LLC Act?).

(b) ?Agreement? means this Contribution, Conveyance and Assumption Agreement.

(d) ?Effective Date? means the date of the consummation of the Offering.

(e) ?Effective Time? means 8:00 a.m. New York, New York time on the Effective Date.

(f) ?IDRs? means ?Incentive Distribution Rights? as such term is defined in the Partnership Agreement.

(g) ?Offering? means the initial public offering by MLP of Common Units.

(h) ?Omnibus Agreement? means that certain Omnibus Agreement of even date herewith, among Williams Gas Pipeline, Pipeline GP, MLP, WP Operating, WPP Holdings, and for purposes of Articles IV and V thereof, The Williams Companies, Inc.

(i) ?Partnership Agreement? means the First Amended and Restated Agreement of Limited Partnership of Williams Pipeline Partners, L.P. dated as of the Effective Date.

(j) ?Partnership Group? has the meaning assigned to such term in the Omnibus Agreement.

(k) ?Person? means an individual, corporation, partnership, joint venture, trust, limited liability company, unincorporated organization or any other entity.

(l) ?Registration Statement? means the registration statement on Form S-1 (Registration No. 333-146015) filed by MLP relating to the Offering, as amended.

(m) ?Spread? means the Underwriters? spread and structuring fee.

(n) ?Subordinated Unit? has the meaning assigned to such term in the Partnership Agreement.

(o) ?Underwriters? means Lehman Brothers Inc., Citigroup Global Markets, Inc., Merril Lynch, Pierce, Fenner & Smith Incorporated, Wachovia Capital Markets, LLC, Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated, UBS Securities LLC, Banc of

America Securities LLC, J.P. Morgan Securities Inc., RBC Capital Markets Corporation, and Stifel, Nicolaus & Company, Incorporated.

(p) ?Underwriting Agreement? means the underwriting agreement, dated January 17, 2008 among MLP, Pipeline GP, WP Operating, WPP Holdings, and Williams Gas Pipeline on the one hand, and the Underwriters on the other hand, relating to the Offering.

1.2 Index of Other Defined Terms. In addition to those terms defined in Section 1.1, the following terms shall have the respective meanings given thereto in the sections indicated below.


Defined Terms	Section Reference	Page
?*Closing*?	Recitals	2
?*Delaware LP Act*?	Recitals	1
?*50.5% Limited Partner Interest*?	Recitals	2
?*Merged WPP Holdings Interest*?	Section 2.9	5
?*Merger*?	Section 2.8	5
?*MLP*?	Preamble	1
?*Net Proceeds*?	Recitals	2
?*NWP*?	Preamble	1
?*NWP Corp*?	Recitals	1
?*Option*?	Recitals	3
?*Party*?	Recitals	1
?*Pipeline GP*?	Preamble	1
?*Specific Conveyances*?	Section 2.12	6
?*2% GP Interest*?	Recitals	2
?*WGPC Holdings*?	Preamble	1
?*Williams Gas Pipeline*?	Preamble	1
?*WPP Holdings*?	Preamble	1
?*WPP Holding Interest*?	Recitals

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