Williams Pipeline GP LLC Long-Term Incentive Plan
Restricted Unit Grant Agreement
for Non-Employee Directors
Grant Date , 20
(1) an act by the Grantee of willful misrepresentation, fraud or willful dishonesty intended to result in
substantial personal enrichment at the expense of the Company or an Affiliate;
(2) the Grantee’s willful misconduct with regard to the Company or an Affiliate that is intended to have a
material adverse impact on the Company or an Affiliate;
(3) the Grantee’s material, willful and knowing violation of Company or Affiliate guidelines or policies or
1. Grant of Restricted Units. Williams Pipeline GP LLC (the “Company”) hereby grants to you
___Restricted Units under the Williams Pipeline GP LLC Long-Term Incentive Plan (the “Plan”) on the
terms and conditions set forth herein and in the Plan, which is incorporated herein by reference as a part of
this Agreement. In the event of any conflict between the terms of this Agreement and the Plan, the Plan shall
control. Capitalized terms used in this Agreement but not defined herein shall have the meanings ascribed to
such terms in the Plan, unless the context requires otherwise.
2. UDRs. You are entitled to receive all cash distributions made with respect to Restricted Units registered in
your name and are entitled to vote such Restricted Units, unless and until the Restricted Units are forfeited.
Such cash distribution shall be made without interest no later than on the first day of the month next following
the month in which cash distributions are made to Unitholders.
3. Regular Vesting. Except as otherwise provided in Section 4 below, the Restricted Units granted hereunder
shall vest 180 calendar days from the Grant Date. Your service as a member of the Board of the Company
must be continuous from the Grant Date through such date in order for the Award to become vested.
4. Events Occurring Prior to Regular Vesting.