SECOND AMENDED AND RESTATED
WILLIAMS ENERGY PARTNERS
LONG-TERM INCENTIVE PLAN
February 3, 2003
SECTION 1. Purpose of the Plan.
The Williams Energy Partners Long-Term Incentive Plan (the "Plan") is intended to promote the interests of
Williams Energy Partners, L.P., a Delaware limited partnership (the "Partnership"), by providing to employees
and directors of WEG GP LLC, a Delaware limited liability company (the "Company"), the general partner of the
Partnership (and the successor to Williams GP LLC, the former general partner) and its Affiliates who perform
services for the Partnership incentive compensation awards for superior performance that are based on Units.
Solely for the purposes of determining those employees eligible for participation in the Plan, The Williams
Companies, Inc. ("Williams") and its Affiliates shall be deemed to be Affiliates of the Company for so long as
Williams and/or its Affiliates own a membership interest in the Company. The Plan is also contemplated to
enhance the ability of the Company and its Affiliates to attract and retain the services of individuals who are
essential for the growth and profitability of the Partnership and to encourage them to devote their best efforts to
the business of the Partnership, thereby advancing the interests of the Partnership and its partners.
SECTION 2. Definitions.
As used in the Plan, the following terms shall have the meanings set forth below:
"Affiliate" means, with respect to any Person, any other Person that directly or indirectly through one or more
intermediaries controls, is controlled by or is under common control with, the Person in question. As used herein,
the term "control" means the possession, direct or indirect, of the power to direct or cause the direction of the
management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.
"Award" means an Option, Phantom Unit or Performance Award granted under the Plan, and shall include any