8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): September 8, 2010

Williams Partners L.P.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	1-32599	20-2485124
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
One Williams Center, Tulsa, Oklahoma		74172-0172
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: (918) 573-2000

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 8, 2010 H. Brent Austin was elected to serve on the Board of Directors (the "Board") of Williams Partners GP LLC (the "General Partner"), the general partner of Williams Partners L.P. (the "Partnership"). Mr. Austin will serve on the conflicts committee and the audit committee of the Board.

There is no arrangement or understanding between Mr. Austin and any other persons pursuant to which he was selected as a director. There are no relationships between Mr. Austin and the General Partner, the Partnership or its subsidiaries that would require disclosure pursuant to Item 404(a) of Regulation S-K.

Mr. Austin will participate in the director compensation policy adopted by the Board on November 29, 2005, as revised on May 28, 2009. Subject to the proration provisions of the policy, members of the Board who are not officers or employees of the Company or its affiliates (each a "Non-Employee Director") each receive a bi-annual compensation package consisting of the following, which a mounts are paid on August 22 and February 1: (a) $37,500 cash retainer; and (b) $2,500 cash each for service on the conflicts or audit committees of the Board. If a Non-Employee Director’s service on Board commences between December 1 and January 31 or between February 2 and August 21, the Non-Employee Director will receive a prorated bi-annual compensation package. In addition to the bi-annual compensation package, each Non-Employee Director will receive a one-time cash payment of $25,000 on the date of first election to the Board. Also, each Non-Employee Director serving as a member of the conflicts committee of the Board receives $1,250 cash for each conflicts committee meeting attended by such director. Fees for attendance at meetings of the conflicts committee are paid on August 22 and February 1 of each year for meetings held during the preceding months. Each Non-Employee Director is also reimbursed for out-of-pocket expenses in connection with attending meetings of the Board or its committ ees and attending education programs relevant to duties as a member of the Board. A copy of the Policy was filed as Exhibit 10.2 with the Partnership’s quarterly report on Form 10-Q filed with the U.S. Securities and Exchange Commission on August 6, 2009.

Item 7.01 Regulation FD Disclosure.

On September 14, 2010, the Partnership issued a press release announcing the appointment of Mr. Austin as discussed above. The press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

The press release is being furnished pursuant to Item 7.01, Regulation FD Disclosure. The information furnished is not deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

(a) None
(b) None
(c) None
(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

WILLIAMS PARTNERS L.P.

By: Williams Partners GP LLC, its General Partner

By: /s/ Sarah C. Miller      
Sarah C. Miller
Assistant Corporate Secretary

Date September 14, 2010

Exhibit Index

Exhibit No.	Description
99.1	Press Release dated September 14, 2010.

EX-99.1

Williams Partners L.P. (NYSE: WPZ)
One Williams Center
Tulsa, OK 74172
800-600-3782
www.williamslp.com

News Release

DATE: Sept. 14, 2010

MEDIA CONTACT:	INVESTOR CONTACT:
Jeff Pounds (918) 573-3332	Sharna Reingold (918) 573-2078

Williams Partners Announces Board of Directors Changes

TULSA, Okla. – Williams Partners L.P. (NYSE: WPZ) today announced changes to its general partner’s board of directors.

Bill Z. Parker resigned his position as an independent director, effective Sept. 7.  Parker, a retired executive vice president of Phillips Petroleum Company, was elected as a member of the board of directors in 2005.  He served on the board’s audit and conflicts committees.

Steve Malcolm, chief executive officer of the general partner of Williams Partners, thanked Parker for his five years of service to the partnership.

“Mr. Parker was the initial independent board member elected upon formation of the partnership in 2005,” Malcolm said.  “His contributions over the years have helped transform Williams Partners into one of the largest diversified energy MLPs in the country.”

H. Brent Austin has been elected to replace Parker, effective Sept. 8.  He will serve on the board’s audit and conflicts committees.

Austin is managing partner and chief investment officer of Alsamora L.P., a Houston-based private limited partnership with real estate and diversified equity investments. Prior to his current position, he was president and chief operating officer of El Paso Corporation, where he managed all non-regulated operations as well as all financial functions.

He was previously a member of the board of directors of Williams Pipeline Partners L.P.’s general partner.  He was elected to that position in 2008.

About Williams Partners L.P. (NYSE: WPZ)
Williams Partners L.P. is a leading diversified master limited partnership focused on natural gas transportation; gathering, treating, and processing; storage; natural gas liquid (NGL) fractionation; and oil transportation. The partnership owns interests in three major interstate natural gas pipelines that, combined, deliver 12 percent of the natural gas consumed in the United States. The partnership’s gathering and processing assets include large-scale operations in the U.S. Rocky Mountains and both onshore and offshore along the Gulf of Mexico. Williams (NYSE: WMB) owns approximately 80 percent of Williams Partners, including the general-partner interest. More information is available at www.williamslp.com. Go to http://www.b2i.us/irpass.asp?BzID=1296&to=ea&s=0 or http://www.b2i.us/irpass.asp?BzID=630&to=ea&s=0 to join our email list.

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Portions of this document may constitute “forward-looking statements” as defined by federal law. Although the partnership believes any such statements are based on reasonable assumptions, there is no assurance that actual outcomes will not be materially different. Any such statements are made in reliance on the “safe harbor” protections provided under the Private Securities Reform Act of 1995. Additional information about issues that could lead to material changes in performance is contained in the partnership’s annual reports filed with the Securities and Exchange Commission.