Exhibit 10.2


                             THE WILLIAMS COMPANIES
                          SUPPLEMENTAL RETIREMENT PLAN
                        (Effective as of January 1, 1988)

                                 First Amendment

The Williams Companies Supplemental Retirement Plan, effective as of January 1,
1988 (the "Plan") is hereby amended effective as of April 1, 1998, in the
following respects:

1.       The first sentence of Article IV of the Plan is amended and restated to
         provide as follows:

                  "Subject to Section 7.8, a Participant's Supplemental
                  Retirement Benefit, if any and if vested, shall normally
                  commence to be paid at the same time and shall normally be
                  paid pursuant to the same method of payment as is selected by
                  the Participants under the Pension Plan; however, the
                  Committee, in its sole and absolute discretion, is authorized
                  to approve or reject a Participant's request for a time of
                  commencement of payment or a method of payment under the
                  Pension Plan."

2.       In all other respects, the Plan remains unchanged.

IN WITNESS WHEREOF, the Administrative Committee has caused this amendment of
the Plan to be executed this 30th day of March, 1998.

                                          THE WILLIAMS COMPANIES, INC.


                                          By:       /s/ John C. Fischer
                                              ----------------------------------

                                          Title: Chair, Administrative Committee
                                                 The Williams Companies, Inc.