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): December 20, 2012

ACCESS MIDSTREAM PARTNERS, L.P.

(Exact name of Registrant as specified in its Charter)

Delaware	001-34831	80-0534394
(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(IRS Employer Identification No.)

900 NW 63rd Street, Oklahoma City, Oklahoma	73118
(Address of principal executive offices)	(Zip Code)

(405) 935-1500

(Registrant’s telephone number, including area code)

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))

Section 1 — Registrant’s Business and Operations

Item 5.01 Changes in Control of Registrant

Williams Acquisition

On December 20, 2012, GIP-A Holding (CHK), L.P., GIP-B Holding (CHK), L.P. and GIP-C Holding (CHK), L.P. (the “GIP I Entities”) completed the previously announced sale to The Williams Companies, Inc. (“Williams”) of 34,538,061 of our Subordinated Units, and 50% of the outstanding equity interests in Access Midstream Ventures, L.L.C. (“AMV”), the sole member of Access Midstream Partners GP, L.L.C., who we refer to as our “general partner” (the “Williams Acquisition”), for cash consideration of approximately $1.8 billion. As a result of the closing of the Williams Acquisition, Williams and GIP II Eagle Holdings Partnership, L.P. (together with its affiliates, “GIP II”) together own and control our general partner, and the GIP I Entities no longer have any ownership interest in our general partner.

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

Election of Directors

AMV has the right to appoint our general partner’s entire board of directors. Unitholders are not entitled to elect the directors of our general partner or directly or indirectly participate in our management or operations, and GIP II and Williams have agreed between themselves as to how and when replacement, removals and appointments of directors may be made. Our general partner currently has 12 directors: Alan S. Armstrong, Donald R. Chappel, James E. Scheel, Matthew C. Harris, William A. Woodburn, William J. Brilliant, J. Mike Stice, Robert S. Purgason, Dominic J. Dell’Osso, Jr., David A. Daberko, Philip L. Fredrickson and Suedeen G. Kelly. Messrs. Daberko, Fredrickson and Kelly are independent as defined under the independence standards established by the NYSE and the Exchange Act.

Messrs. Armstrong, Chappel and Scheel were appointed to the board of directors of our general partner in connection with the Williams Acquisition. Information regarding Messrs. Armstrong, Chappel and Scheel is set forth below.

Alan S. Armstrong

Mr. Armstrong has been a Director and the Chief Executive Officer and President of Williams since January 2011. From February 2002 until January 2011 he was Senior Vice President-Midstream and acted as President of Williams’ midstream business. From 1999 to February 2002, Mr. Armstrong was Vice President, Gathering and Processing of Williams’ midstream business. From 1998 to 1999 he was Vice President, Commercial Development for Midstream at Williams. Mr. Armstrong serves as Chairman of the Board and Chief Executive Officer of Williams Partners GP LLC, the general partner of Williams Partners, L.P., where he was Senior Vice President-Midstream from February 2010, and Chief Operating Officer and a director from February 2005.

Donald R. Chappel

Mr. Chappel is a Senior Vice President and Chief Financial Officer of Williams and has served in that position since April 2003. Prior to joining Williams, Mr. Chappel held various financial, administrative and operational leadership positions. Mr. Chappel also serves as Chief Financial Officer and a director of Williams Partners GP LLC, the general partner of Williams Partners, L.P. He was Chief Financial Officer from August 2007 and a director from January 2008 of Williams Pipeline GP LLC, the general partner of Williams Pipeline Partners L.P., until its merger with Williams Partners, L.P., in August 2010. Mr. Chappel is a director of SUPERVALU, Inc. (a grocery and pharmacy company) and is chairman of its finance committee.

James E. Scheel

On May 24, 2012, Mr. Scheel was elected to the board of directors of Williams Partners GP LLC. Mr. Scheel is an employee of Williams and has served as Senior Vice President – Corporate Strategic Development for Williams and Williams Partners GP LLC since February 2012.

Employment Agreements

In connection with the closing of our previously announced acquisition of Chesapeake Midstream Operating, L.L.C. (“CMO”) from Chesapeake Midstream Development, L.L.C. (“CMD”), a Delaware limited liability company and wholly owned subsidiary of Chesapeake Energy Corporation (we refer to this transaction as the “CMO Acquisition”), the Board of Directors (the “Board”) of our general partner approved employment agreements for each of Messrs. J. Michael Stice, Robert S. Purgason and David C. Shiels. Our general partner and Messrs. Stice, Purgason and Shiels entered into the employment agreements on December 20, 2012, to be effective as of January 1, 2013. As described below, the agreements govern the terms and conditions of the executives’ employment with our general partner, including their duties and responsibilities, compensation and benefits, and applicable severance terms.

Agreement with J. Michael Stice, Chief Executive Officer

Mr. Stice’s employment agreement will become effective January 1, 2013 and has an initial employment term ending on June 30, 2017, subject to automatic one-year renewals thereafter. Pursuant to the agreement, Mr. Stice will serve as the Chief Executive Officer of our general partner, with an initial annual base salary of $750,000, subject to review and increase by our general partner’s Board in its discretion. During the term of his employment, Mr. Stice is also eligible to participate in the employee benefit plans and arrangements, such as retirement, health and welfare plans and vacation programs, that are customarily provided to similarly situated executives of our general partner, in accordance with the terms and conditions of such plans and arrangements.

The employment agreement provides that Mr. Stice is eligible to receive a target annual bonus equal to $750,000 with respect to calendar year 2012. He was paid $375,000 of the $750,000 2012 target annual bonus on July 13, 2012, and any additional amounts that our general partner determines to pay to Mr. Stice with respect to calendar year 2012 will be paid no later than January 31, 2013, provided that Mr. Stice remains employed on the bonus payment date. During the employment term, our general partner may, in its discretion, pay annual or periodic bonus compensation to Mr. Stice from time to time, subject to the requirement that Mr. Stice be employed by our general partner on the bonus payment date. Mr. Stice also participates in our general partner’s MICP (as defined below) and our Long Term Incentive Plan, which we refer to as the “LTIP.” With respect to the 2012 calendar year, Mr. Stice was eligible to receive an equity unit award under the LTIP with a targeted value of $375,000. He received an equity unit award valued at $262,500 of the $375,000 2012 targeted equity award on July 13, 2012, and any additional awards that our general partner determines to grant to Mr. Stice will be granted no later than January 31, 2013, provided that Mr. Stice remains employed on the grant date. The MICP and Mr. Stice’s award under the MICP are described in more detail below under “Amended and Restated Management Incentive Compensation Plan.”

Mr. Stice’s employment agreement provides for certain severance payments and benefits upon specified terminations of employment. Upon a termination of his employment without “cause” or for a “good reason condition” (each as defined in the employment agreement), subject to his execution of a release, Mr. Stice is entitled to receive an amount equal to (i) 200% of his then-current annual base salary, plus (ii) any accrued but unused vacation as of the date of termination, payable in a lump sum within thirty days following termination. If such termination occurs within two years after a “change of control” (as defined in the employment agreement), Mr. Stice is entitled to receive (in lieu of the severance benefits described above) an amount equal to (a) 250% of the sum of (i) his then-current annual base salary and (ii) the most recent actual annual bonus (or, if the most recent annual bonus was paid semi-annually, the two most recent semi-annual bonuses) paid to Mr. Stice during the twelve-month period preceding the change of control, plus (b) any accrued but unused vacation as of the date of termination, payable in a lump sum within thirty days following termination.

Upon a termination of Mr. Stice’s employment due to his death or incapacity, subject (in the case of his incapacity) to the execution of a release, Mr. Stice (or his estate, as applicable) is entitled to receive an amount equal to (i) 100% of his then-current annual base salary, plus (ii) any accrued but unused vacation as of the date of termination, payable in a lump sum following such termination. Upon any other termination of employment (including a termination for “cause” or due to the expiration or non-renewal of the employment term), Mr. Stice will be entitled to receive only accrued but unpaid vacation through the date of termination. However, Mr. Stice may be entitled to receive certain benefits and payments upon certain qualifying terminations of employment in accordance with the terms of our general partner’s Severance Program (as defined below), which is described in more detail below under “Severance Program.”

Mr. Stice’s employment agreement contains confidentiality restrictions effective during and after his employment and non-solicitation covenants effective during employment and for one year (or six months in the case of a termination due to the expiration of the employment term) following the termination of his employment.

The foregoing discussion is qualified in its entirety by reference to the full text of the Employment Agreement, effective as of January 1, 2013, between our general partner and J. Mike Stice, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated into this Item 5.02 by reference.

Agreements with Robert S. Purgason, Chief Operating Officer, and David C. Shiels, Chief Financial Officer

The employment agreements for each of Messrs. Purgason and Shiels will become effective on January 1, 2013 and have initial employment terms ending on November 30, 2014 and January 3, 2015, respectively, subject to automatic one-year renewals thereafter. Pursuant to their respective agreements, Mr. Purgason will serve as the Chief Operating Officer of our general partner, with an initial annual base salary of $450,000, subject to review and increase by our general partner’s Board in its discretion, and Mr. Shiels will serve as the Chief Financial Officer of our general partner, with an initial annual base salary of $400,000, subject to review and increase by our general partner’s Board in its discretion. During the term of their employment with our general partner, Messrs. Purgason and Shiels are eligible to participate in the employee benefit plans and arrangements, such as retirement, health and welfare plans and vacation programs, that are customarily provided to similarly situated employees of our general partner, in accordance with the terms and conditions of such plans and arrangements.

The employment agreements provide that Messrs. Purgason and Shiels are eligible to receive target annual bonuses equal to $550,000 and $200,000, respectively, with respect to calendar year 2012. Messrs. Purgason and Shiels were paid $275,000 and $100,000, respectively, of their respective 2012 target annual bonuses on July 13, 2012, and any additional amounts that our general partner determines to pay to such executives with respect to calendar year 2012 will be paid no later than January 31, 2013, provided that the applicable executive remains employed on the bonus payment date. Additional, discretionary bonuses may be paid to Messrs. Purgason and Shiels as determined by our general partner. Messrs. Purgason and Shiels also participate in the MICP and the LTIP. With respect to the 2012 calendar year, Messrs. Purgason and Shiels were eligible to receive equity unit awards under the LTIP with a targeted value of $250,000 and $200,000, respectively. Each of Messrs. Purgason and Shiels received an equity unit award valued at $175,000 and $125,000, respectively, of their targeted equity awards on July 2, 2012, and any additional awards that our general partner determines to grant to such executives will be granted no later than January 31, 2013, provided that the applicable executive remains employed on the grant date. The awards granted to Messrs. Purgason and Shiels under the MICP are described in more detail below under “Amended and Restated Management Incentive Compensation Plan.”

The employment agreements for Messrs. Purgason and Shiels each provide for certain severance payments and benefits upon specified terminations of employment. Upon a termination of employment without “cause” or for a “good reason condition” (each as defined in the applicable employment agreement), subject to the execution of a release, each of Messrs. Purgason and Shiels are entitled to receive an amount equal to (i) 100% of the executive’s then-current annual base salary, plus (ii) any accrued but unused vacation as of the date of termination, payable in a lump sum within thirty days following termination. If such termination occurs within two years after a “change of control” (as defined in the applicable employment agreement), each of Messrs. Purgason and Shiels are entitled to receive (in lieu of the severance benefits described above) an amount equal to (a) 100% of the sum of (i) the executive’s then-current annual base salary and (ii) the most recent actual annual bonus (or, if the most recent annual bonus was paid semi-annually, the two most recent semi-annual bonuses) paid to the executive during the twelve-month period preceding the change of control, plus (b) any accrued but unused vacation as of the date of termination, payable in a lump sum within thirty days following termination.

Upon a termination of employment due to the executive’s death or incapacity, subject (in the case of incapacity) to the execution of a release, each of Messrs. Purgason and Shiels (or their estates, as applicable) are entitled to receive an amount equal to (i) 100% (in the case of death) or 50% (in the case of incapacity), as applicable, of the executive’s then-current annual base salary, plus (ii) any accrued but unused vacation as of the date of termination, payable in a lump sum following such termination. Upon any other termination (including a termination for “cause” or due to the non-renewal of the employment term), each of Messrs. Purgason and Shiels will be entitled to receive only accrued but unpaid vacation through the date of termination. However, Messrs. Purgason and Shiels may be entitled to receive certain benefits and payments upon certain qualifying terminations of employment in accordance with the terms of our Severance Program, which is described in more detail below under “Severance Program.”

Each employment agreement also contains confidentiality restrictions effective during and after the executive’s employment and non-solicitation covenants effective during employment and for one year following the termination of the executive’s employment.

The foregoing discussion is qualified in its entirety by reference to the full text of the Employment Agreement, effective as of January 1, 2013, between our general partner and David C. Shiels, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated into this Item 5.02 by reference and the full text of the Employment Agreement, effective as of January 1, 2013, between our general partner and Robert S. Purgason which is filed as Exhibit 10.3 to this Current Report on Form 8-K and incorporated into this Item 5.02 by reference.

Amended and Restated Management Incentive Compensation Plan

In connection with the closing of the CMO Acquisition, on December 20, 2012, our general partner entered into an assumption and assignment agreement with Chesapeake Midstream Management, L.L.C., pursuant to which our general partner assumed and agreed to sponsor the Access Midstream Partners GP, L.L.C. Management Incentive Compensation Plan, previously known as the

Chesapeake Midstream Management Incentive Compensation Plan, which we refer to as the “MICP.” In connection with the assumption of the MICP, our general partner also amended and restated the MICP, granted awards under the MICP (as amended and restated) to each of Messrs. Stice, Purgason and Shiels, and amended an award previously granted to Mr. Purgason under the MICP, each as described below.

Terms of the Amended and Restated Management Incentive Compensation Plan

On December 19, 2012, the Board approved an amendment and restatement of the MICP, effective as of December 20, 2012. The MICP, as amended and restated, provides incentive compensation awards comprised of two components to key members of management who have been designated as participants by our general partner. The first component of the award is an annual bonus based on “excess” cash distributions made by us above a specified target amount with respect to each fiscal quarter during which the award is outstanding, beginning with the fiscal quarter in which the grant date occurs (the “Excess Return Component”). The excess amount determined to be payable to a participant with respect to the quarters within each fiscal year (if any) is paid in annual installments over the first five years following the award commencement date, provided that the participant continues to be employed by our general partner or an affiliate thereof through the payment date. The second component is based on the increase in the value of our common units (if any) over a five-year period beginning on the award commencement date and is measured and paid at the end of the five-year period (or, if earlier, upon a “change of control” (as defined in the MICP)) (the “Equity Uplift Component”). The award agreement for each participant specifies the percentages of the Excess Return Component and Equity Uplift Component that such participant is entitled to receive under the MICP.

If a participant’s employment terminates for any reason prior to an applicable payment date due to the participant’s death or disability, a termination by our general partner other than for “cause” (as defined in the MICP), or a termination by the participant for “good reason” (as defined in the MICP) (each, a “Qualifying Termination”), the participant will be entitled to receive (i) any unpaid annual installments attributable to the participant’s Excess Return Component with respect to each fiscal quarter that has been completed as of the termination date, and (ii) at the end of the applicable five-year period, the full amount of the participant’s Equity Uplift Component (except as described below in the event of a change of control). Upon a participant’s termination for any other reason (other than due to a Qualifying Termination), any then-unpaid portion of his or her Equity Return Component and Equity Uplift Component will be automatically forfeited. Awards will be paid in cash, unless our general partner determines, in its discretion, to pay all or part of the Equity Uplift Component in our common units.

Upon a “change of control” (as defined in the MICP), a participant who is an employee of our general partner or an affiliate thereof immediately prior to the change of control will be paid (i) with respect to the Excess Return Component, any unpaid annual installments attributable to the participant’s Excess Return Component with respect to each fiscal quarter that has been completed as of the change of control date, and (ii) with respect to the Equity Uplift Component, an amount based on the increase in the value of our common units from the award commencement date through the date of the change of control (if any). Participants who have incurred a Qualified Termination prior to the change of control will receive, with respect to the Equity Uplift Component (instead of the amounts set forth in clause (ii) above), a pro-rata portion of the amount that otherwise would have been payable to such participants had their employment continued until the date of the change of control. The MICP will automatically terminate upon a change of control.

The MICP is administered by our general partner, which also has the authority to amend and/or terminate the MICP at any time, subject to certain limitations with respect to outstanding awards.

Awards under the Amended and Restated Management Incentive Compensation Plan

Each of Messrs. Stice, Purgason and Shiels have been granted an award under the MICP (as amended and restated) pursuant to award agreements with our general partner (the “2012 Awards”). The 2012 Awards were approved by our general partner’s Board on December 19, 2012 and became effective on December 20, 2012. Each 2012 Award provides that the applicable executive will be eligible to earn an Excess Return Component commencing with the quarter ending December 31, 2012 and ending with the fiscal quarter ending on June 30, 2017, subject to such executive’s continued employment through each applicable payment date, and that the applicable five-year measurement period for the Equity Uplift Component will begin on July 1, 2012. Pursuant to their respective 2012 Awards, Messrs. Stice, Purgason and Shiels were awarded the following percentages of each of the Excess Return Component and the Equity Uplift Component: 0.75% for Mr. Stice, 0.25% for Mr. Purgason and 0.125% for Mr. Shiels.

The award agreements for Messrs. Purgason and Shiels also specify that, for purposes of the MICP, a termination of employment due to our general partner’s non-renewal of their respective employment terms will constitute a termination without “cause” (as defined in the MICP). Accordingly, in the event of such a termination, Messrs. Purgason and Shiels will be treated as though they have incurred a Qualifying Termination under the MICP.

The foregoing discussion is qualified in its entirety by reference to the full text of the Amended and Restated Access Midstream Partners GP, L.L.C. Management Incentive Compensation Plan, dated as of December 20, 2012, which is filed as Exhibit 10.5 to this Current Report on Form 8-K and incorporated into this Item 5.02 by reference.

Amendment to Award Agreement for Robert S. Purgason under the Management Incentive Compensation Plan

In connection with the CMO Acquisition, on December 19, 2012, the Board approved, and on December 20, 2012, Mr. Purgason and our general partner entered into, an amendment (the “Amendment”) to Mr. Purgason’s January 1, 2010 MICP award agreement, pursuant to which Mr. Purgason was previously granted an award under the MICP. The Amendment, which became effective on December 20, 2012, provides that, for purposes of Mr. Purgason’s January 1, 2010 MICP award, a termination of employment due to our general partner’s non-renewal of his employment term will constitute a termination without “cause” (as defined in the MICP). Accordingly, in the event of such a termination, Mr. Purgason will be treated as though he has incurred a Qualifying Termination under the MICP.

The foregoing discussion is qualified in its entirety by reference to the full text of the First Amendment to Award Agreement, effective as of December 20, 2012, by and between Access Midstream Partners GP, L.L.C. and Robert S. Purgason, which is filed as Exhibit 10.7 to this Current Report on Form 8-K and incorporated into this Item 5.02 by reference.

Transaction Bonus

In connection with the CMO Acquisition, on December 19, 2012, the Board approved the payment of a one-time transaction bonus to Mr. Stice (the “Transaction Bonus”). The Transaction Bonus consists of a lump sum cash payment equal to $1,000,000, which will be paid to Mr. Stice on or before January 2, 2013, and a grant of restricted units under our Long Term Incentive Plan having a grant date value of $3,000,000, which will be granted to Mr. Stice on or before January 2, 2013. Mr. Stice’s restricted units will vest ratably over a four-year period following the grant date.

Severance Program

In connection with the closing of the CMO Acquisition, our general partner adopted the Access Midstream Partners GP, L.L.C. Employee Severance Program (the “Severance Program”), which provides certain severance payments and benefits to eligible employees upon specified terminations of employment. Specifically, upon an involuntary termination of employment due to a job elimination, subject to the execution of a release and continued compliance with certain confidentiality obligations, each eligible employee is entitled to receive: (i) an amount in cash equal to eight weeks (or twenty-six weeks for directors and senior directors) of the participant’s base salary (the “Severance Payment”), (ii) payment or reimbursement for continued healthcare of COBRA coverage for eight weeks (or twenty-six weeks for directors and senior directors) following termination, (iii) payment for post-termination outplacement services, and (iii) full accelerated vesting of any of then-unvested awards of restricted units held by the participant (collectively, (ii) through (iv), the “Severance Benefits”).

Employees who have entered into individual employment agreements with our general partner are eligible to receive Severance Benefits under the Severance Program only to the extent that the applicable employment agreement does not provide the employee with the same type of severance benefits (i.e., healthcare or COBRA payment or reimbursement, outplacement benefits and/or equity award acceleration, as applicable) provided under the Severance Program. Additionally, employees who are party to an individual employment agreement are eligible to receive the Severance Payment under the Severance Program only to the extent that the Severance Payment under the Severance Program is greater than the cash severance payments provided under the employment agreement.

The Severance Program is administered by our general partner’s Employee Compensation and Benefits Committee, and our general partner reserves the right to amend or terminate the Severance Program at any time.

The foregoing discussion is qualified in its entirety by reference to the full text of the Access Midstream Partners GP, L.L.C. Employee Severance Program, effective as of January 1, 2013, which is filed as Exhibit 10.8 to this Current Report on Form 8-K and incorporated into this Item 5.02 by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

10.1 Employment Agreement, effective as of January 1, 2013, between Access Midstream Partners GP, L.L.C. and J. Mike Stice.

10.2 Employment Agreement, effective as of January 1, 2013, between Access Midstream Partners GP, L.L.C. and David C. Shiels.

10.3 Employment Agreement, effective as of January 1, 2013, between Access Midstream Partners GP, L.L.C. and Robert S. Purgason.

10.4 Assumption Agreement, dated December 20, 2012, between Chesapeake Midstream Management, L.L.C. and Access Midstream Partners GP, L.L.C.

10.5 Amended and Restated Access Midstream Partners GP, L.L.C. Management Incentive Compensation Plan, dated as of December 20, 2012.

10.6 Form of Award Agreement under Amended and Restated Access Midstream Partners GP, L.L.C. Management Incentive Compensation Plan.

10.7 First Amendment to Award Agreement, effective as of December 20, 2012, by and between Access Midstream Partners GP, L.L.C. and Robert S. Purgason.

10.8 Access Midstream Partners GP, L.L.C. Employee Severance Program, effective as of January 1, 2013.

SIGNATURE

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 thereunto duly authorized.

	ACCESS MIDSTREAM PARTNERS, L.P. By: Access Midstream Partners GP, L.L.C., its general partner
By:	/s/ David C. Shiels
	David C. Shiels Chief Financial Officer

Dated: December 27, 2012

INDEX TO EXHIBITS

Exhibit Number	Exhibit Description
10.1	Employment Agreement, effective as of January 1, 2013, between Access Midstream Partners GP, L.L.C. and J. Mike Stice.
10.2	Employment Agreement, effective as of January 1, 2013, between Access Midstream Partners GP, L.L.C. and David C. Shiels.
10.3	Employment Agreement, effective as of January 1, 2013, between Access Midstream Partners GP, L.L.C. and Robert S. Purgason.
10.4	Assumption Agreement, dated December 20, 2012, between Chesapeake Midstream Management, L.L.C. and Access Midstream Partners GP, L.L.C.
10.5	Amended and Restated Access Midstream Partners GP, L.L.C. Management Incentive Compensation Plan, dated as of December 20, 2012.
10.6	Form of Award Agreement under Amended and Restated Access Midstream Partners GP, L.L.C. Management Incentive Compensation Plan.
10.7	First Amendment to Award Agreement, effective as of December 20, 2012, by and between Access Midstream Partners GP, L.L.C. and Robert S. Purgason.
10.8	Access Midstream Partners GP, L.L.C. Employee Severance Program, effective as of January 1, 2013.

EX-10.1

Exhibit 10.1

EMPLOYMENT AGREEMENT

between

ACCESS MIDSTREAM PARTNERS GP, L.L.C.

and

J. MICHAEL STICE

DATED JANUARY 1, 2013

EMPLOYMENT AGREEMENT

THIS AGREEMENT (this “Agreement”) is made effective as of January 1, 2013 (the “Effective Date”), between Access Midstream Partners GP, L.L.C., a Delaware limited liability company (the “Company”), and J. Michael Stice, an individual (the “Executive”).

W I T N E S S E T H:

WHEREAS, the Company desires to retain the services of the Executive and the Executive desires to make the Executive’s services available to the Company.

NOW, THEREFORE, in consideration of the mutual promises herein contained, the Company and the Executive agree as follows, effective as of the Effective Date:

1. Employment. The Company hereby employs the Executive and the Executive hereby accepts such employment subject to the terms and conditions contained in this Agreement. The Executive is engaged as an employee of the Company, and the Executive and the Company do not intend to create a joint venture, partnership or other relationship which might impose a fiduciary obligation on the Executive or the Company in the performance of this Agreement.

2. Executive’s Duties. The Executive is employed on a full-time basis. Throughout the term of this Agreement, the Executive will use the Executive’s best efforts and due diligence to assist the Company in achieving the most profitable operation of the Company and the Company’s Affiliates (as defined in paragraph 6.1.1) consistent with developing and maintaining a quality business operation. The Executive shall also devote all of the Executive’s working time, attention and energies to the performance of the Executive’s duties and responsibilities under this Agreement.

2.1 Specific Duties. The Executive will serve as Chief Executive Officer of the Company (or any successor entity thereto), or any entity to which substantially all of the Company’s assets are transferred or contributed, and in such positions as are mutually agreed upon by the parties. The Executive shall perform all of the duties required to fully and faithfully execute the office and position to which the Executive is appointed, and such other duties as may be reasonably requested by the Board of Managers of the Company (the “Board”). During the term of this Agreement, the Executive may be nominated for election or appointed to serve as a director or officer of any of the Company’s Affiliates as determined in such Affiliates’ Board of Directors’ sole discretion. On behalf of the Company, the services of the Executive will be requested and directed by the Board.

1

2.2 Rules and Regulations. The Company has issued various policies and procedures applicable to employees and the Executive including an Employment Policies Manual which sets forth the general human resources policies of the Company and addresses frequently asked questions regarding the Company. The Executive agrees to comply with such policies and procedures except to the extent inconsistent with this Agreement. Such policies and procedures may be changed or adopted in the sole discretion of the Company without advance notice.

3. Other Activities. Except as provided in this Agreement or approved by the Board, in writing, the Executive agrees not to: (a) engage in other business activities independent of the Company or its Affiliates; (b) serve as an officer, director, partner, member, principal, employee, agent, representative, consultant or independent contractor of any entity or firm other than the Company or its Affiliates; or (c) directly or indirectly own, manage, operate, control or participate in the ownership, management, operation or control of, or have any interest, financial or otherwise, in any Midstream Gas Gathering and Processing Business other than on behalf of the Company and its Affiliates. For purposes of this Agreement, the term “Midstream Gas Gathering and Processing Business” means any business (i) involving the gathering, compressing, dehydrating, processing, treating, fractionating, marketing and transporting natural gas and/or natural gas liquids or (ii) engaged in by the Company and its Affiliates now or at any time during the term hereof. The foregoing will not prohibit ownership of publicly traded securities or service as an officer or director of a not-for-profit organization. If the Executive serves as a director or officer of a not-for-profit organization, the Executive shall disclose the name of the organization and his involvement in an annual disclosure statement, the form of which shall be provided by the Company.

4. Executive’s Compensation. The Company agrees to compensate the Executive as follows:

4.1 Base Salary. A base salary (the “Base Salary”) at the annual rate of not less than Seven Hundred Fifty Thousand Dollars ($750,000.00) will be paid to the Executive in regular installments in accordance with the Company’s designated payroll schedule. The Board may increase the Base Salary further based upon the Executive’s annual performance reviews.

4.2 Bonuses. The Company may periodically pay bonus compensation to the Executive. Any bonus compensation is subject to the requirement that the Executive be employed by the Company on the bonus payment date selected by the Company, and will be at the absolute discretion of the Company in such amounts and at such times as the Board may determine. The Executive recognizes and acknowledges that the award of bonuses is not guaranteed or promised in any way. Additionally, in the event the Executive resigns employment, the Executive shall not be eligible for any bonus compensation that may have otherwise been payable after such initial notice of resignation.

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The Executive shall be eligible to receive a target annual bonus for 2012 of Seven Hundred Fifty Thousand Dollars ($750,000.00). The Executive was paid Three Hundred Seventy Five Thousand Dollars ($375,000.00) of the Seven Hundred Fifty Thousand Dollar ($750,000.00) targeted 2012 annual bonus on July 13, 2012. Any additional amount of such 2012 annual bonus that the Company determines to pay to the Executive shall be paid not later than January 31, 2013, provided that the Executive is an active full-time employee of the Company on the payment date. Bonus compensation shall be paid to the Executive by separate check apart from the Executive’s Base Salary described above in paragraph 4.1, net of standard, appropriate employment-related deductions (including federal income tax at the applicable supplemental tax withholding rate), under the appropriate Internal Revenue Service (“IRS”) guidelines, and applicable state and payroll taxes. In order to be entitled to the bonus compensation set forth herein and any future bonuses, the Executive must be an active full-time employee of the Company on the bonus date(s) selected by the Company. The Board in its discretion can potentially increase the bonus targets based on the Executive’s annual performance review. Bonuses up to the target amounts will be made in cash payment only, whereas bonuses exceeding targets may be paid in the form of cash or equity interests as determined in the discretion of the Board. The Executive recognizes and acknowledges that targets provided above, are not guaranteed or promised in any way and payment of any bonus compensation shall be contingent upon the achievement of performance objectives, in each case, as determined in the discretion of the Board. Additionally, in the event the Executive resigns employment, the Executive shall not be eligible for any bonus compensation that may have otherwise been payable after such initial notice of resignation.

4.3 Long Term Incentive and Equity Compensation. The Executive will be awarded a participation interest in the Chesapeake Midstream Management Incentive Compensation Plan (the “MICP”), the size of which will be based on the long term performance of the MLP (as defined in paragraph 6.1.1) and measured relative to the cash distributed by, and the appreciation in the common equity value of, such entity. Such interest will be subject to service-based vesting requirements, with partial acceleration of vesting in connection with certain terminations pursuant to the provisions of the MICP plan document. In addition, the Executive has been and may be awarded actual and/or phantom equity interests in the MLP and/or other awards tied to the value of the MLP under the Chesapeake Midstream Partners Long Term Incentive Plan (the “LTIP”). The Executive’s interests in the LTIP will be subject to service and/or performance-based vesting requirements. The terms of the MICP and LTIP will be set forth in detailed plan documents which will govern the terms of the Executive’s awards under such arrangements.

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The Executive will be eligible to receive a targeted 2012 equity unit award under the LTIP with an aggregate fair market value of Three Hundred Seventy Five Thousand Dollars ($375,000.00). A portion of such target award ($225,000) shall represent the Executive’s 2012 equity award opportunity and a portion of such award ($150,000) shall represent a one-time retention award in connection with the transactions contemplated by the Purchase Agreement. Of the Three Hundred Seventy Five Thousand Dollar ($375,000.00) targeted 2012 equity unit award, the Company granted to the Executive a portion of such equity unit award with a fair market value of Two Hundred Sixty Two Thousand Five Hundred Dollars ($262,500.00) (consisting of the $150,000 retention award referenced above and $112,500 of the Executive’s 2012 equity award opportunity) on July 13, 2012. Any additional portion of such target equity award that the Company determines to grant to the Executive shall be granted not later than January 31, 2013, provided that the Executive is an active full-time employee of the Company on the date of grant. The terms of the award will be governed by the LTIP plan document and the related award agreement.

4.4 Benefits. The Company will provide the Executive with eligibility for such retirement benefits, reimbursement of reasonable expenditures for dues, travel and entertainment and such other benefits as are customarily provided to similarly situated executives of the Company and as are set forth in and governed by the Company’s Employment Policies Manual. The Company will also provide the Executive the opportunity to apply for coverage under the Company’s medical, life and disability plans, if any. If the Executive is accepted for coverage under such plans, the Company will make such coverage available to the Executive on the same terms as is customarily provided by the Company to the plan participants as modified from time to time. The Executive is subject to all of the terms and provisions of the Company’s benefit plans or policies. The following specific benefits will also be provided to the Executive at the expense of the Company:

4.4.1 Vacation. The Executive will be entitled to take one hundred seventy-six (176) hours of paid vacation annually, calculated from the Executive’s anniversary date, during the term of this Agreement. Except as otherwise provided herein, no additional compensation will be paid for failure to take vacation.

5. Term. Unless this Agreement is terminated pursuant to the terms of paragraph 6 below, this Agreement and the Executive’s employment hereunder shall be for a term (the “Employment Term”) commencing on the Effective Date, and ending on June 30, 2017 (the “Initial Expiration Date”). If not previously terminated, the Employment Term shall automatically be extended for one (1) additional year on the Initial Expiration Date and on each subsequent anniversary of the Initial Expiration Date, unless either the Executive or the Company elects not to so

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extend the Employment Term by notifying the other party, in writing, of such election not less than one hundred eighty (180) days prior to the last day of the then current Employment Term (each of the Initial Expiration Date and the last day of any then current extended Employment Term, the “Expiration Date”).

6. Termination. This Agreement will continue in effect until the expiration of the term stated in Section 5 of this Agreement unless earlier terminated pursuant to this Section 6. For purposes of this Agreement, “Termination Date” shall mean (a) if the Executive’s employment is terminated by death, the date of death; (b) if the Executive’s employment is terminated pursuant to Section 6.3 due to a disability, thirty (30) days after notice of termination is provided to the Executive in accordance with Section 6.3; (c) if the Executive’s employment is terminated by the Company without Cause pursuant to Section 6.1.1, on the effective date of termination specified in the notice required by Section 6.1.1; (d) if the Executive’s employment is terminated by Company for Cause pursuant to Section 6.1.2, the date on which the notice of termination required by Section 6.1.2 is given; or (e) if the Executive’s employment is terminated by the Executive pursuant to Section 6.2, on the effective date of termination specified by the Executive in the notice of termination required by Section 6.2 unless the Company rejects such date as allowed by Section 6.2, in which case it would be the date specified by the Company.

6.1 Termination by Company. The Executive’s employment under this Agreement may be terminated prior to the expiration of the Term under the following circumstances:

6.1.1 Termination without Cause. The Company may terminate the Executive’s employment without Cause at any time by the service of written notice of termination to the Executive specifying an effective date of such termination not sooner than thirty (30) business days after the date of such notice. In the event of elimination of the Executive’s job position or a material reduction in duties and/or reassignment of the Executive to a new position of materially less authority or a material reduction in Base Salary (collectively referred to as the “Good Reason Conditions”), the Executive may terminate this Agreement if the Executive provides notice to the Company within ninety (90) days of the initial existence of the Good Reason Condition and allows a thirty (30) day period for the Company to cure the Good Reason Condition. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure period, the Executive may terminate his employment and it will be deemed to be a termination without Cause, provided, that the termination occurs within one hundred eighty (180) days of the initial existence of the Good Reason Condition specified in the notice. For purposes of this Agreement, the provisions relating to the Good Reason Conditions shall be interpreted consistent with the requirements of Treasury Regulation

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Section 1.409A-1(n)(2). In the event the Executive is terminated without Cause, the Executive will receive as termination compensation within thirty (30) days of the Termination Date: (a) payment of two hundred percent (200%) of the Executive’s then current Base Salary in a lump sum and (b) a lump sum payment of any PTO pay accrued but unused through the Termination Date (the sum of the amounts payable pursuant to clauses (a) and (b) are hereafter referred to as “General Severance Benefits”); provided, however, that if such termination occurs within two years after a Change of Control (as defined below), in lieu of the General Severance Benefits, the Executive will receive as termination compensation within thirty (30) days of the Termination Date in a lump sum payment an amount equal to (x) two hundred fifty percent (250%) of the sum of (i) the Executive’s then current Base Salary and (ii) the most recent actual annual bonus (excluding signing bonuses) paid to the Executive during the twelve (12) calendar months preceding the Change of Control (or, if the Executive’s most recent annual bonus was paid semi-annually, then the two most recent semi-annual bonuses paid to the Executive during the twelve (12) calendar months preceding the Change of Control)) and (y) any PTO pay accrued but unused through the Termination Date (the sum of the amounts payable pursuant to clauses (x) and (y) are hereafter referred to as “Enhanced Severance Benefits”). The right to the foregoing termination compensation under clause (a) above or clause (x) above, as applicable, is subject to the Executive’s execution, on or before 30 days following the Termination Date, of the Company’s severance agreement which will operate as a release of all legally waivable claims against the Company and its Affiliates, and their respective partners, officers, directors, employees, agents and representatives, and the Executive’s compliance with all of the provisions of this Agreement, including all post-employment obligations.

For purposes of this Agreement, “Change of Control” means, and shall be deemed to have occurred upon, either of the following events: (a) any “person” or “group” within the meaning of those terms as used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934 (as amended), other than Global Infrastructure Management, LLC or an Affiliate thereof or fund or investment vehicle managed thereby or The Williams Companies, Inc. or its Affiliates (a “Third Party”), shall become the direct or indirect beneficial owner, by way of merger, consolidation, recapitalization, reorganization, purchase or otherwise, of more than 50% of the voting power of the voting securities of the Company; or (b) the sale or other disposition, including by way of liquidation, by Access Midstream Partners, L.P. (the “MLP”) or the Company of all or substantially all of its assets, whether in a single

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or series of related transactions, to one or more Third Parties. Notwithstanding the foregoing, neither the acquisition by Global Infrastructure Management, LLC or an Affiliate thereof or fund or investment vehicle managed thereby of additional voting power or voting securities held by The Williams Companies, Inc. or its Affiliates, nor the acquisition by The Williams Companies, Inc. or its Affiliates of additional voting power or voting securities held by Global Infrastructure Management, LLC or an Affiliate thereof or fund or investment vehicle managed thereby shall constitute a “Change of Control” for purposes of clause (a) of the preceding sentence. Further, for purposes of this Agreement, the following terms have the following respective meanings. “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. 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 and, for the avoidance of doubt, a Person shall be deemed to have control over another person at an ownership level of at least 50%, but control may be established at a lesser percentage ownership under the appropriate circumstances. “Person” means an individual or a corporation, limited liability company, partnership, joint venture, trust, unincorporated organization, association, governmental agency or political subdivision thereof or other entity.

6.1.2 Termination for Cause. The Company may terminate the employment of the Executive hereunder at any time for Cause (as hereinafter defined) (such a termination being referred to in this Agreement as a “Termination For Cause”) by giving the Executive written notice of such termination, which shall take effect immediately upon the giving of such notice to the Executive. As used in this Agreement, “Cause” means (a) the Executive’s breach or threatened breach of this Agreement; (b) the Executive’s neglect of duties or failure to act, other than by reason of disability or death; (c) the misappropriation, fraudulent conduct, or acts of workplace dishonesty by the Executive with respect to the assets or operations of the Company or any of its Affiliates; (d) the Executive’s failure to comply with directives from superiors or written company policies; (e) the Executive’s personal misconduct which injures the Company and/or reflects poorly on the Company’s or its Affiliate’s reputation; (f) the Executive’s failure to perform the Executive’s duties; or (g) the conviction of the Executive for, or a plea of guilty or no contest to, a felony or any crime involving moral turpitude. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the Termination Date other than a lump sum payment within thirty (30) days of the Termination Date of any PTO pay accrued but unused through the Termination Date.

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6.2 Termination by the Executive. The Executive may voluntarily terminate employment under this Agreement for any reason by the service of written notice of such termination to the Company specifying an effective date of termination no sooner than thirty (30) days and no later than sixty (60) days after the date of such notice. The Company reserves the right to end the employment relationship at any time after the date such notice is given to the Company and to pay the Executive through the Termination Date.

6.3 Incapacity of the Executive. If the Executive suffers from a physical or mental condition which in the reasonable judgment of the Board prevents the Executive in whole or in part from performing the duties specified herein for a period of three (3) consecutive months, the Executive may be terminated. Although the termination may be deemed as a termination for Cause, the Executive will be entitled to receive within thirty (30) days of the Termination Date (a) a payment of fifty-two (52) weeks of Base Salary in a lump sum; and (b) a lump sum payment of any PTO pay accrued but unused through the Termination Date. Notwithstanding the foregoing, the amount payable under clause (a) above will be reduced by any benefits payable under any disability plans provided by the Company. The right to the foregoing compensation due under clause (a) above is subject to the execution by the Executive or the Executive’s legal representative, on or before 30 days following the Termination Date, of the Company’s severance agreement which will operate as a release of all legally waivable claims against the Company and its Affiliates, and their respective partners, officers, directors, employees, agents and representatives, and the Executive’s compliance with all of the provisions of this Agreement, including all post-employment obligations. In applying this paragraph, the Company will comply with any applicable legal requirements, including the Americans with Disabilities Act.

6.4 Death of the Executive. If the Executive dies during the term of this Agreement, the Company may thereafter terminate this Agreement without compensation except the Company will within sixty (60) days of the Executive’s death: (a) pay fifty-two (52) weeks of Base Salary in a single lump sum payment; and (b) pay a lump sum payment of any PTO pay accrued but unused through the Termination Date. Amounts payable under this Section 6.4 shall be paid to the beneficiary designated on the Company’s universal beneficiary designation form in effect on the date of the Executive’s death. If the Executive fails to designate a beneficiary or if such designation is ineffective, in whole or in part, any payment that would otherwise have been paid under this Section 6.4 shall be paid to the Executive’s estate. The right to the foregoing compensation due under

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clause (a) above is subject to the execution by the beneficiary, or as applicable, the administrator of the Executive’s estate, within ninety (90) days of the Executive’s death, of the Company’s severance agreement which will operate as a release of all legally waivable claims against the Company and its Affiliates, and their respective partners, officers, directors, employees, agents and representatives.

6.5 Expiration. If this Agreement is not terminated pursuant to any of the preceding provisions of paragraph 6 or extended pursuant to paragraph 5 above or otherwise extended by mutual written agreement of the parties prior to the Expiration Date, this Agreement and the Executive’s employment will end and the Company will have no further obligation to provide any further payments or benefits to the Executive after the Expiration Date other than any vacation pay accrued through the Expiration Date. Notwithstanding anything contained herein, in no event shall a termination of the Executive’s employment by reason of the expiration of the Employment Term or the Company’s election not to renew the Employment Term constitute a Good Reason Condition or a termination of the Executive’s employment by the Company without Cause.

6.6 Effect of Termination. The termination of this Agreement, when accompanied by the termination of the Executive’s employment with the Company, will terminate all obligations of the Executive to render services on behalf of the Company from and after the Termination Date, provided that the Executive will maintain the confidentiality of all information acquired by the Executive during the term of the Executive’s employment in accordance with Section 7 of this Agreement and the Executive shall comply with all other post employment requirements including, without limitation, Section 6.6 and Sections 7, 8, 9, 10, 11, 12 and 13. Except as otherwise provided in Section 6 of this Agreement and payment of any PTO pay accrued but unused through the Termination Date, no accrued bonus, severance pay or other form of compensation will be payable by the Company to the Executive by reason of the termination of this Agreement. All keys, entry cards, credit cards, files, records, financial information, Confidential Information, research results, test data, instructions, drawings, sketches, specifications, product data sheets, products, books, DVDs, disks, memory devices, business plans, marketing plans, documents, correspondence, furniture, furnishings, equipment, supplies and other items relating to the Company or its Affiliates in the Executive’s possession will remain the property of the Company or its Affiliate who provided such items, as applicable. Upon termination of employment, the Executive will have the right to retain and remove all personal property and effects which are owned by the Executive and located in the offices of the Company or its Affiliates at a time determined by the Company. All such personal items will be removed from such offices no later than two (2) days after the Termination

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Date, and the Company is hereby authorized to discard any items remaining and to reassign the Executive’s office space after such date. Prior to the Termination Date, the Executive will render such services to the Company as might be reasonably required to provide for the orderly termination of the Executive’s employment. Notwithstanding the foregoing and without discharging any obligations to pay compensation to the Executive under this Agreement, after notice of the termination, the Company may request that the Executive not provide any other services to the Company and not enter the Company’s premises before or after the Termination Date. In the event that the Executive separates employment with the Company, the Executive hereby grants consent to notification by the Company to the Executive’s new employer about the Executive’s rights and obligations under this Agreement. Upon such termination of employment, the Executive further agrees to acknowledge compliance with this Agreement in a form reasonably provided by the Company.

7. Confidentiality . The Executive recognizes that the nature of the Executive’s services are such that the Executive will have access to information which constitutes trade secrets, is of a confidential nature, is of great value to the Company and/or is the foundation on which the business of the Company is predicated. The Executive also acknowledges that, during the course of employment, the Executive may have personal contact and conduct business with the customers, suppliers and accounts of the Company. The Executive agrees not to disclose to any person other than authorized employees of the Company or the Company’s legal counsel nor use for any purpose, other than the performance of this Agreement, any confidential information (“Confidential Information”). Confidential Information includes data or material (regardless of form) which is: (a) a trade secret (a trade secret shall include any formula, pattern, device or compilation of information used by the Company in its business); (b) proprietary information or know-how provided, disclosed or delivered to the Executive by the Company, any officer, director, employee, agent, attorney, accountant, consultant, or other person or entity employed by the Company in any capacity, any customer, borrower or business associate of the Company or any public authority having jurisdiction over the Company of any business activity conducted by the Company; or (c) produced, developed, obtained or prepared by or on behalf of the Executive or the Company (whether or not such information was developed in the performance of this Agreement) with respect to the Company or any assets oil and gas prospects, business activities, officers, directors, employees, borrowers or customers of the foregoing. The Executive acknowledges that the Executive will obtain unique benefits from employment and the provisions contained in this Agreement are reasonably necessary to protect the Company’s legitimate business interests. On request by the Company, the Company will be entitled to the return of any Confidential Information in the possession of the Executive. The Executive also agrees that the provisions of this Section 7 will survive the termination, expiration or cancellation of this Agreement for any reason. The Executive will deliver to the Company all originals and copies of the documents or materials containing Confidential Information. For purposes of Sections 7, 8, 9, 10, 11 and 12 of this Agreement, the term “the Company” expressly includes the Company and any of its Affiliates.

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8. Non-Solicitation. The Executive agrees that during his/her employment hereunder, and for the one (1) year period (or, in the event of a termination of the Executive’s employment due to the expiration of the Employment Term pursuant to Section 6.5 above, the six month period) immediately following the termination of the Executive’s employment, the Executive shall not solicit or contact any established client or customer of the Company with a view to inducing or encouraging such established client or customer to discontinue or curtail any business relationship with the Company. The Executive further agrees that the Executive will not request or advise any established clients, customers or suppliers of the Company to withdraw, curtail or cancel its business with the Company. Notwithstanding the foregoing, this Section 8 shall not preclude or restrict the Executive from engaging in any such activities in connection with his performance of services for the Company, the MLP or their Affiliates or undertaken for the benefit of such persons (whether prior to, during, or after his employment with the Company), and the Executive’s engaging in such activities shall not violate the terms of this Agreement.

9. Non-Solicitation of Employees. The Executive covenants that during the term of employment and for the one (1) year period (or, in the event of a termination of the Executive’s employment due to the expiration of the Employment Term pursuant to Section 6.5 above, the six month period) immediately following the termination of the Executive’s employment, the Executive will neither directly nor indirectly induce nor attempt to induce any executive or employee of the Company to terminate his or her employment to go to work for any other company. Notwithstanding the foregoing, this paragraph 9 shall not preclude or restrict the Executive from engaging, with the Company’s consent, in any such activities in connection with his performance of services for the Company, the MLP or their Affiliates or undertaken for the benefit of such persons (whether prior to, during, or after his employment with the Company), and the Executive’s engaging in such activities with the Company’s consent shall not violate the terms of this Agreement.

10. Reasonableness. The Company and the Executive have attempted to specify a reasonable period of time and reasonable restrictions to which this Agreement shall apply. The Company and the Executive agree that if a court or administrative body should subsequently determine that the terms of this Agreement are greater than reasonably necessary to protect the Company’s interest, the Company agrees to waive those terms which are found by a court or administrative body to be greater than reasonably necessary to protect the Company’s interest and to request that the court or administrative body reform this Agreement specifying a reasonable period of time and such other reasonable restrictions as the court or administrative body deems necessary.

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11. Equitable Relief. The Executive acknowledges that the services to be rendered by the Executive are of a special, unique, unusual, extraordinary, and intellectual character, which gives them a peculiar value, and the loss of which cannot reasonably or adequately be compensated in damages in an action at law; and that a breach by the Executive of any of the provisions contained in this Agreement will cause the Company irreparable injury and damage. The Executive further acknowledges that the Executive possesses unique skills, knowledge and ability and that any material breach of the provisions of this Agreement would be extremely detrimental to the Company. By reason thereof, the Executive agrees that the Company shall be entitled, in addition to any other remedies it may have under this Agreement or otherwise, to injunctive and other equitable relief to prevent or curtail any breach of this Agreement by him/her.

12. Intellectual Property and Proprietary Matters. The Executive expressly understands and agrees that any and all proprietary information, know-how, inventions, trademarks, creative works and other intellectual property that is generated or conceived by or on behalf of the Executive during the term of this Agreement, whether generated or conceived during the Executive’s regular working hours or otherwise, shall be the sole and exclusive property of the Company. Whenever requested by the Company (either during the term of this Agreement or thereafter), the Executive will assign or execute any and all applications, assignments and or other instruments and do all things which the Company deems necessary or appropriate in order to permit the Company to: (a) assign and convey or otherwise make available to the Company the sole and exclusive right, title, and interest in and to said improvements, inventions, discoveries, processes, know-how, applications, patents, copyrights, trade names or trademarks; or (b) apply for, obtain, maintain, enforce and defend patents, copyrights, trade names, or trademarks of the United States or of foreign countries for said improvements, inventions, discoveries, processes or know-how. However, the improvements, inventions, discoveries, processes or know-how generated or conceived by the Executive and referred to above (except as they may be included in the patents, copyrights or registered trade names or trademarks of the Company, or corporations, partnerships or other entities which may be affiliated with the Company) shall not be exclusive property of the Company at any time after having been disclosed or revealed or have otherwise become available to the public or to a third party on a non-confidential basis other than by a breach of this Agreement, or after they have been independently developed or discussed without a breach of this Agreement by a third party who has no obligation to the Company or its Affiliates. The foregoing will not prohibit any activities which are expressly permitted by the under paragraph 3 of this Agreement during the term of this Agreement.

13. Arbitration. Any disputes, claims or controversies between the Company and the Executive including, but not limited to those arising out of or related to this Agreement or out of the parties’ employment relationship, shall be settled by arbitration as provided herein. This agreement shall survive the termination or rescission of this Agreement. All arbitration shall be in accordance with Rules of

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the American Arbitration Association, including discovery, and shall be undertaken pursuant to the Federal Arbitration Act. Arbitration will be held in Oklahoma City, Oklahoma unless the parties mutually agree to another location. The decision of the arbitrator will be enforceable in any court of competent jurisdiction. The parties, however, agree that the Company shall be entitled to obtain injunctive or other equitable relief to enforce the provisions of this Agreement in a court of competent jurisdiction. The parties further agree that this arbitration provision is not only applicable to the Company but its Affiliates, officers, directors, employees and related parties. The Executive agrees that he shall have no right or authority for any dispute to be brought, heard or arbitrated as a class or collective action, or in a representative or a private attorney general capacity on behalf of a class of persons or the general public. No class, collective or representative actions are thus allowed to be arbitrated. The Executive agrees that he must pursue any claims that he may have solely on an individual basis through arbitration.

14. Miscellaneous. The parties further agree as follows:

14.1 Time. Time is of the essence of each provision of this Agreement.

14.2 Notices. Any notice, payment, demand or communication required or permitted to be given by any provision of this Agreement will be in writing and will be deemed to have been given when delivered personally or by telefacsimile to the party designated to receive such notice, or on the date following the day sent by overnight courier, or on the third (3rd) business day after the same is sent by certified mail, postage and charges prepaid, directed to the following address or to such other or additional addresses as any party might designate by written notice to the other party:

To the Company:

Access Midstream Partners GP, L.L.C.

6100 N. Western Ave.

Oklahoma City, OK 73118

Attn: Cheri Shepard

Fax: (405) 849-3901

With a Copy to:

Global Infrastructure Management, LLC

12 East 49th Street

38th Floor

New York, New York 10017

Attn: Will Brilliant

Fax: (646) 282-1580

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With a Copy to:

Global Infrastructure Management UK Limited

Cardinal Place, 80 Victoria Street

London SW1E5JL

United Kingdom

Attn: Joseph Blum

Fax: +44 207 798 0530

To the Executive:

J. Michael Stice at the last address on file in the Company’s personnel files.

14.3 Assignment. Neither this Agreement nor any of the parties’ rights or obligations hereunder can be transferred or assigned without the prior written consent of the other parties to this Agreement; provided, however, the Company may assign this Agreement to any Affiliate of the Company without the Executive’s consent as well as to any purchaser of the Company.

14.4 Construction. If any provision of this Agreement or the application thereof to any person or circumstances is determined, to any extent, to be invalid or unenforceable, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those as to which the same is held invalid or unenforceable, will not be affected thereby, and each term and provision of this Agreement will be valid and enforceable to the fullest extent permitted by law. Except as provided for in Section 13, this Agreement is intended to be interpreted, construed and enforced in accordance with the laws of the State of Oklahoma.

14.5 Entire Agreement. This Agreement, any documents executed in connection with this Agreement, any documents specifically referred to in this Agreement and the Employment Policies Manual constitute the entire agreement between the parties hereto with respect to the subject matter herein contained, and no modification hereof will be effective unless made by a supplemental written agreement executed by all of the parties hereto. Effective as of the date hereof, this Agreement replaces, terminates and supersedes all prior agreements and understandings between the Executive and the Company (or any predecessor thereof) regarding the subject matter hereof.

14.6 Binding Effect. This Agreement will be binding on the parties and their respective successors, legal representatives and permitted assigns. In the event of a merger, consolidation, combination, dissolution or liquidation of the Company, the performance of this Agreement will be assumed by any entity which succeeds to or is transferred the business of the Company as a result thereof, and the Executive waives the consent requirement of Section 14.3 to effect such assumption.

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14.7 Supersession. On execution of this Agreement by the Company and the Executive, the relationship between the Company and the Executive will be bound by the terms of this Agreement, any documents executed in connection with this Agreement, any documents specifically referred to in this Agreement and the Employment Policies Manual. In the event of a conflict between the Employment Policies Manual and this Agreement, this Agreement will control in all respects.

14.8 Third-Party Beneficiaries. The Company and each of its Affiliates are beneficiaries of all terms and provisions of this Agreement and entitled to all rights hereunder. The Executive and the Company expressly intend that the MLP shall be an intended third party beneficiary hereof and shall have standing to enforce all of the provisions of this Agreement as if they were each a party hereto. However, for the avoidance of doubt, subject to any assignment of this Agreement pursuant to Section 14.3, the right to terminate the Executive’s employment may be exercised only by the Company.

14.9 Section 409A. This Agreement is intended to be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and related U.S. Treasury regulations or official pronouncements (“Section 409A”) and any ambiguous provision will be construed in a manner that is compliant with such exemption; provided, however, if and to the extent that any compensation payable pursuant to this Agreement is determined to be subject to Section 409A, this Agreement will be construed in a manner that will comply with Section 409A. Notwithstanding any provision to the contrary in this Agreement, if Executive is deemed on his Termination Date to be a “specified employee” within the meaning of that term under Section 409A, then any payments and benefits under this Agreement that are subject to Section 409A and paid by reason of a termination of employment shall be made or provided on the later of (a) the payment date set forth in this Agreement or (b) the date that is the earliest of (i) the expiration of the six-month period measured from the date of the Executive’s termination of employment or (ii) the date of the Executive’s death (the “Delay Period”). Payments and benefits subject to the Delay Period shall be paid or provided to the Executive without interest for such delay in payment. To the extent required to comply with Section 409A, references to a “resignation,” “termination,” “termination of employment” or like terms throughout this Agreement shall be interpreted consistent with the meaning of “separation from service” as defined in Section 409A.

[Signatures on following page]

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IN WITNESS WHEREOF, the undersigned have executed this Agreement effective the date first above written.

ACCESS MIDSTREAM PARTNERS GP, L.L.C.,
a Delaware limited liability company.
By:	/s/ Regina L. Gregory
	Regina L. Gregory (“the Company”)
By:	/s/ J. Michael Stice
	J. Michael Stice, Individually,
	(“the Executive”)

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EX-10.2

Exhibit 10.2

EMPLOYMENT AGREEMENT

between

DAVID C. SHIELS

and

ACCESS MIDSTREAM PARTNERS GP, L.L.C.

Effective January 1, 2013

EMPLOYMENT AGREEMENT

THIS AGREEMENT is made effective as of January 1, 2013 (the “Effective Date”), between ACCESS MIDSTREAM PARTNERS GP, L.L.C, a Delaware limited liability company (the “Company”), and David C. Shiels, an individual (the “Executive”).

W I T N E S S E T H:

WHEREAS, the Company desires to retain the services of the Executive and the Executive desires to make the Executive’s services available to the Company.

NOW, THEREFORE, in consideration of the mutual promises herein contained, the Company and the Executive agree as follows, effective as of the Effective Date:

1. Employment. The Company hereby employs the Executive and the Executive hereby accepts such employment subject to the terms and conditions contained in this Agreement.

2. Executive’s Duties. The Executive is employed on a full-time basis. Throughout the term of this Agreement, the Executive will use the Executive’s best efforts and due diligence to assist the Company in achieving the most profitable operation of the Company and the Company’s Affiliates (as defined in paragraph 6.1.1) consistent with developing and maintaining a quality business operation. The Executive shall also devote all of the Executive’s working time, attention and energies to the performance of the Executive’s duties and responsibilities under this Agreement.

2.1 Specific Duties. The Executive will serve as Chief Financial Officer, of the Company (or any successor entity thereto), or any entity to which substantially all of the Company’s assets are transferred or contributed, and in such positions as are mutually agreed upon by the parties. The Executive shall perform all of the duties required to fully and faithfully execute the office and position to which the Executive is appointed, and such other duties as may be reasonably requested by the Executive’s supervisor. During the term of this Agreement, the Executive may be nominated for election or appointed to serve as a director or officer of any of the Company’s Affiliates as determined in such Affiliates’ Board of Directors’ sole discretion. On behalf of the Company, the services of the Executive will be requested and directed by the Chief Executive Officer of the Company.

2.2 Rules and Regulations. The Company has issued various policies and procedures applicable to employees and the Executive including an Employment Policies Manual which sets forth the general human resources policies of the Company and addresses frequently asked questions regarding the Company. The Executive agrees to comply with such policies and procedures except to the extent inconsistent with this Agreement. Such policies and procedures may be changed or adopted in the sole discretion of the Company without advance notice.

3. Other Activities. Except as provided in this Agreement or approved by the board of directors of the Company (the “Board”), in writing, the Executive agrees not to: (a) engage in other business activities independent of the Company or its Affiliates; (b) serve as an officer, director, partner, member, principal, employee, agent, representative, consultant or independent contractor of any entity or firm other than the Company or its Affiliates; or (c) directly or indirectly own, manage, operate, control or participate in the ownership, management, operation or control of, or have any interest, financial or otherwise, in any Midstream Gas Gathering and Processing Business other than on behalf of the Company and its Affiliates. For purposes of this

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Agreement, the term “Midstream Gas Gathering and Processing Business” means any business (i) involving the gathering, compressing, dehydrating, processing, treating, fractionating, marketing and transporting natural gas and/or natural gas liquids or (ii) engaged in by the Company and its Affiliates now or at any time during the term hereof. The foregoing will not prohibit ownership of publicly traded securities or service as an officer or director of a not-for-profit organization. If the Executive serves as a director or officer of a not-for-profit organization, the Executive shall disclose the name of the organization and his involvement in an annual disclosure statement, the form of which shall be provided by the Company.

4. Executive’s Compensation. The Company agrees to compensate the Executive as indicated on Exhibit 4 to this Agreement. Base Salary, as defined in Exhibit 4, will be paid to the Executive in regular installments based on the payroll frequency designated by the Company during the term of this Agreement. Any bonus compensation is subject to the requirement that the Executive be an active full-time employee of the Company on the bonus payment date selected by the Company and will be at the absolute discretion of the Company in such amounts and at such times as the Board may determine. The Executive recognizes and acknowledges that the award of bonuses is not guaranteed or promised in any way. Additionally, in the event the Executive resigns employment, the Executive shall not be eligible for any bonus compensation that may have otherwise been payable after such initial notice of resignation. Any restricted stock or other awards granted by Access Midstream Partners, L.P. (the “MLP”), to the Executive from the Company’s various equity compensation plans will be subject to the terms and conditions thereof and the applicable award agreement.

4.1 Benefits. The Company will provide the Executive such retirement benefits, reimbursement of reasonable expenditures for dues, travel and entertainment and such other benefits as are customarily provided to similarly situated employees of the Company and as are set forth in and governed by the Company’s Employment Policies Manual. The Company will also provide the Executive the opportunity to apply for coverage under the Company’s medical, life and disability plans, if any. If the Executive is accepted for coverage under such plans, the Company will make such coverage available to the Executive on the same terms as is customarily provided by the Company to the plan participants as modified from time to time. The Executive is subject to all of the terms and provisions of the Company’s benefit plans or policies. Exhibit 4 to this Agreement describes specific benefits that will also be provided to the Executive at the expense of the Company. The following specific benefits will also be provided to the Executive at the expense of the Company:

4.1.1 PTO. The Executive will be entitled to take four (4) weeks of Paid Time Off (“PTO”) annually, calculated from the Executive’s anniversary date, during the term of this Agreement. No additional compensation will be paid for failure to take PTO.

5. Term. Unless this Agreement is terminated pursuant to the terms of paragraph 6 below, this Agreement will extend for a term (the “Employment Term”) commencing on the Effective Date, and ending on January 3, 2015 (the “Initial Expiration Date”). If not previously terminated, the Employment Term shall automatically be extended for one (1) additional year on the Initial Expiration Date and on each subsequent anniversary thereof, unless either the Executive of the Company elects not to so extend the Employment Term by notifying the other party, in writing, of such election not less than ninety (90) days prior to the last day of the then-current Employment Term (each of the Initial Expiration Date and the last day of any then-current extended Employment Term, the “Expiration Date”).

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6. Termination.

6.1 Termination by Company. The Company will have the following rights to terminate this Agreement:

6.1.1 Termination without Cause. The Company may terminate the Executive’s employment without Cause at any time by the service of written notice of termination to the Executive specifying an effective date of such termination (the “Termination Date”) not sooner than thirty (30) business days after the date of such notice. In the event of elimination of the Executive’s job position or material reduction in duties and/or reassignment of the Executive to a new position of materially less authority or material reduction in Base Salary (collectively referred to as the “Good Reason Conditions”), the Executive may terminate the Executive’s employment if the Executive provides notice to the Company within ninety (90) days of the initial existence of the Good Reason Condition and a thirty (30) day period for the Company to cure the Good Reason Condition. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure period, the Executive may terminate this Agreement within thirty (30) days following the expiration of the cure period and it will be deemed to be a termination without Cause. (The “Termination Date” in the event of a termination by the Executive in connection with Good Reason Condition(s) shall be the date specified in the Executive’s notice, which may be no earlier than thirty (30) days following the delivery by the Executive of such notice.) In the event the Executive is terminated without Cause, the Executive will receive as termination compensation within thirty (30) days of the Termination Date: (a) fifty-two (52) weeks of Base Salary in a lump sum payment (or, in the event such termination occurs within two (2) years after a Change in Control (as defined below), fifty-two (52) weeks of Base Salary plus the most recent actual bonus (excluding signing bonuses) paid to the Executive during the twelve (12) calendar months preceding the Change in Control (or, if the Executive’s most recent annual bonus was paid semi-annually, then the two most recent semi-annual bonuses paid to the Executive during the twelve (12) calendar months preceding the Change in Control)) and (b) payment of any vacation pay accrued but unused through the Termination Date.

The right to the foregoing termination compensation under clause (a) above is subject to the Executive’s execution, on or before thirty (30) days following the Termination Date, of the Company’s severance agreement which will operate as a release of all legally waivable claims against the Company and its Affiliates, and their respective partners, officers, directors, employees, agents and representatives, and the Executive’s compliance with all of the provisions of this Agreement, including all post-employment obligations.

For purposes of this Agreement, “Change of Control” means, and shall be deemed to have occurred upon, either of the following events: (a) any “person” or “group” within the meaning of those terms as used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1933, other than Global Infrastructure Management, LLC or an Affiliate thereof or a fund or investment vehicle managed thereby or The Williams Companies, Inc. or its Affiliates (a “Third Party”), shall become the direct or indirect beneficial owner, by way of merger, consolidation, recapitalization, reorganization, purchase or otherwise, of more than 50% of the voting power of the voting securities of the Company or (b) the sale of other disposition, including by

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way of liquidation, by the MLP or the Company of all or substantially all of its assets, whether in a single or series of related transactions, to one or more Third Parties. Notwithstanding the foregoing, neither the acquisition by Global Infrastructure Management, LLC or an Affiliate thereof or fund or investment vehicle managed thereby of additional voting power or voting securities held by The Williams Companies, Inc. or its Affiliates, nor the acquisition by The Williams Companies, Inc. or its Affiliates of additional voting power or voting securities held by Global Infrastructure Management, LLC or an Affiliate thereof or fund or investment vehicle managed thereby shall constitute a “Change of Control” for purposes of clause (a) of the preceding sentence. Further, for purposes of this Agreement, the following terms have the following respective meanings. “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. 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 and, for the avoidance of doubt, a Person shall be deemed to have control over another person at an ownership level of at least 50%, but control may be established at a lesser percentage ownership under the appropriate circumstances. “Person” means an individual or a corporation, limited liability company, partnership, joint venture, trust, unincorporated organization, association, governmental agency or political subdivision thereof or other entity.

6.1.2 Termination for Cause. The Company may terminate the employment of the Executive hereunder at any time for Cause (as hereinafter defined) (such a termination being referred to in this Agreement as a “Termination For Cause”) by giving the Executive written notice of such termination, which shall take effect immediately upon the giving of such notice to the Executive. As used in this Agreement, “Cause” means (a) the Executive’s breach or threatened breach of this Agreement; (b) the Executive’s neglect of duties or failure to act, other than by reason of disability or death; (c) the misappropriation, fraudulent conduct, or acts of workplace dishonesty by the Executive with respect to the assets or operations of the Company or any of its Affiliates; (d) the Executive’s failure to comply with directives from superiors or written company policies; (e) the Executive’s personal misconduct which injures the Company and/or reflects poorly on the Company’s or its Affiliate’s reputation; (f) the Executive’s failure to perform the Executive’s duties; or (g) the conviction of the Executive for, or a plea of guilty or no contest to, a felony or any crime involving moral turpitude. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the Termination Date other than any base salary and vacation pay accrued but unused through the Termination Date.

6.2 Termination by the Executive. The Executive may voluntarily terminate the Executive’s employment with or without cause by the service of written notice of such termination to the Company specifying a Termination Date no sooner than thirty (30) days after the date of such notice. The Company reserves the right to end the employment relationship at any time after the notice date and to pay the Executive through the notice date. If this Agreement is terminated by the Executive in accordance with this paragraph, the obligations of the parties will be controlled by paragraph 6.6.

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6.3 Incapacity of the Executive. If the Executive suffers from a physical or mental condition which in the reasonable judgment of the Board prevents the Executive in whole or in part from performing the duties specified herein for a period of three (3) consecutive months, the Executive may be terminated. Although the termination may be deemed as a termination for Cause, the Executive will be entitled to receive within thirty (30) days of the Termination Date (a) a payment of twenty-six (26) weeks of Base Salary in a lump sum; and (b) payment of any vacation pay accrued but unused through the Termination Date. Notwithstanding the foregoing, the amount payable under clause (a) above will be reduced by any benefits payable under any disability plans provided by the Company. The right to the foregoing compensation due under clause (a) above is subject to the execution by the Executive or the Executive’s legal representative, on or before thirty (30) days following the Termination Date, of the Company’s severance agreement which will operate as a release of all legally waivable claims against the Company and its Affiliates, and their respective partners, officers, directors, employees, agents and representatives, and the Executive’s compliance with all of the provisions of this Agreement, including all post-employment obligations. In applying this paragraph, the Company will comply with any applicable legal requirements, including the Americans with Disabilities Act.

6.4 Death of the Executive. If the Executive dies during the term of this Agreement, this Agreement shall automatically terminate without compensation except the Company will: (a) pay fifty-two (52) weeks of Base Salary in a single lump sum payment within ninety (90) days of the date of the Executive’s death; and (b) pay any vacation pay accrued but unused through the Termination Date. Amounts payable under this paragraph 6.4 shall be paid to the beneficiary designated on the Company’s universal beneficiary designation form in effect on the date of the Executive’s death. If the Executive fails to designate a beneficiary or if such designation is ineffective, in whole or in part, any payment that would otherwise have been paid under this paragraph 6.4 shall be paid to the Executive’s estate. The right to the foregoing compensation due under clause (a) above is subject to the execution by the beneficiary, or as applicable, the administrator of the Executive’s estate, within ninety (90) days of the Executive’s death, of the Company’s severance agreement which will operate as a release of all legally waivable claims against the Company and its Affiliates, and their respective partners, officers, directors, employees, agents and representatives.

6.5 Expiration. If this Agreement is not terminated pursuant to any of the preceding provisions of paragraph 6 or extended pursuant to paragraph 5 above or otherwise extended by mutual written agreement of the parties prior to the Expiration Date, this Agreement and the Executive’s employment will end and Company will have no further obligation to provide any further payments or benefits to the Executive after the Expiration Date other than any vacation pay accrued but unused through the Expiration Date. Notwithstanding anything contained herein, in no event shall a termination of the Executive’s employment by reason of the expiration of the Employment Term or the Company’s election not to renew the Employment Term constitute a Good Reason Condition or a termination of the Executive’s employment by the Company without Cause.

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6.6 Effect of Termination or Expiration. The termination or expiration of this Agreement will terminate all obligations of the Executive to render services on behalf of the Company from and after the Termination Date or Expiration Date, provided that the Executive will maintain the confidentiality of all information acquired by the Executive during the term of the Executive’s employment in accordance with paragraph 7 of this Agreement and the Executive shall comply with all other post-employment requirements including, without limitation, paragraphs 7, 8, 9, 10, 11, 12 and 13. Except as otherwise provided in paragraph 6 of this Agreement and payment of any vacation pay accrued but unused through the Termination Date, no accrued bonus, severance pay or other form of compensation will be payable by the Company to the Executive by reason of the termination of this Agreement. All keys, entry cards, credit cards, files, records, financial information, furniture, furnishings, equipment, supplies and other items relating to the Company or its Affiliates in the Executive’s possession will remain the property of the Company or its Affiliate who provided such items, as applicable. The Executive will have the right to retain and remove all personal property and effects which are owned by the Executive and located in the offices of the Company or its Affiliates at a time determined by the Company. All such personal items will be removed from such offices no later than two (2) days after the Termination Date or Expiration Date, and the Company is hereby authorized to discard any items remaining and to reassign the Executive’s office space after such date. Prior to the Termination Date or Expiration Date, the Executive will render such services to the Company as might be reasonably required to provide for the orderly termination of the Executive’s employment. Notwithstanding the foregoing and without discharging any obligations to pay compensation to the Executive under this Agreement, after notice of the Termination, the Company may request that the Executive not provide any other services to the Company and not enter the Company’s premises before or after the Termination Date. In the event that the Executive separates employment with the Company, the Executive hereby grants consent to notification by the Company to the Executive’s new employer about the Executive’s rights and obligations under this Agreement. Upon such termination of employment, the Executive further agrees to acknowledge compliance with this Agreement in a form reasonably provided by the Company.

7. Confidentiality. The Executive recognizes that the nature of the Executive’s services are such that the Executive will have access to information which constitutes trade secrets, is of a confidential nature, is of great value to the Company and/or is the foundation on which the business of the Company is predicated. The Executive also acknowledges that, during the course of employment, the Executive may have personal contact and conduct business with the customers, suppliers and accounts of the Company. The Executive agrees not to disclose to any person other than authorized executives of the Company or the Company’s legal counsel nor use for any purpose, other than the performance of this Agreement, any confidential information (“Confidential Information”). Confidential Information includes data or material (regardless of form) which is: (a) a trade secret (a trade secret shall include any formula, pattern, device or compilation of information used by the Company in its business); (b) provided, disclosed or delivered to the Executive by the Company, any officer, director, employee, agent, attorney, accountant, consultant, or other person or entity employed by the Company in any capacity, any customer, borrower or business associate of the Company or any public authority having jurisdiction over the Company of any business activity conducted by the Company; or (c) produced, developed, obtained or prepared by or on behalf of the Executive or the Company (whether or not such information was developed in the performance of this Agreement) with respect to the Company or any assets oil and gas prospects, business activities, officers, directors, executives, borrowers or customers of the foregoing. The Executive acknowledges that the Executive will obtain unique benefits from employment and the provisions contained in this Agreement are reasonably necessary to protect the Company’s legitimate business interests. On request by the Company, the Company will be entitled to the return of any Confidential Information in the possession of the Executive. The Executive also agrees that the

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provisions of this paragraph 7 will survive the termination, expiration or cancellation of this Agreement for any reason. The Executive will deliver to the Company all originals and copies of the documents or materials containing Confidential Information. For purposes of paragraphs 7, 8, 9, 10, 11 and 12 of this Agreement, the term “the Company” expressly includes any of the Company’s Affiliates.

8. Non-Solicitation. The Executive agrees that during his/her employment hereunder, and for the one (1) year period immediately following the separation of employment for any reason, the Executive shall not solicit or contact any established client or customer of the Company with a view to inducing or encouraging such established client or customer to discontinue or curtail any business relationship with the Company. The Executive further agrees that the Executive will not request or advise any established clients, customers or suppliers of the Company to withdraw, curtail or cancel its business with the Company. Notwithstanding the foregoing, this paragraph 8 shall not preclude or restrict the Executive from engaging in any such activities in connection with his performance of services for the Company, the MLP or their Affiliates or undertaken for the benefit of such persons (whether prior to, during, or after his employment with the Company), and the Executive’s engaging in such activities shall not violate the terms of this Agreement.

9. Non-Solicitation of Employees. The Executive covenants that during the term of employment and for the one (1) year period immediately following the separation of employment for any reason, Executive will neither directly nor indirectly induce nor attempt to induce any executive or employee of the Company to terminate his or her employment to go to work for any other company. Notwithstanding the foregoing, this paragraph 9 shall not preclude or restrict the Executive from engaging, with the Company’s consent, in any such activities in connection with his performance of services for the Company, the MLP or their Affiliates or undertaken for the benefit of such persons (whether prior to, during, or after his employment with the Company), and the Executive’s engaging in such activities with the Company’s consent shall not violate the terms of this Agreement.

10. Reasonableness. The Company and the Executive have attempted to specify a reasonable period of time and reasonable restrictions to which the provisions of paragraphs 8 and 9 of this Agreement shall apply. The Company and the Executive agree that if a court or administrative body should subsequently determine that the terms of any of paragraphs 8 and 9 of this Agreement are greater than reasonably necessary to protect the Company’s interest, the Company agrees to waive those terms which are found by a court or administrative body to be greater than reasonably necessary to protect the Company’s interest and to request that the court or administrative body reform this Agreement specifying a reasonable period of time and such other reasonable restrictions as the court or administrative body deems necessary.

11. Equitable Relief. The Executive acknowledges that the services to be rendered by the Executive are of a special, unique, unusual, extraordinary, and intellectual character, which gives them a peculiar value, and the loss of which cannot reasonably or adequately be compensated in damages in an action at law; and that a breach by the Executive of any of the provisions contained in this Agreement will cause the Company irreparable injury and damage. The Executive further acknowledges that the Executive possesses unique skills, knowledge and ability and that any material breach of the provisions of this Agreement would be extremely detrimental to the Company. By reason thereof, the Executive agrees that the Company shall be entitled, in addition to any other remedies it may have under this Agreement or otherwise, to injunctive and other equitable relief to prevent or curtail any breach of this Agreement by him/her.

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12. Proprietary Matters. The Executive expressly understands and agrees that any and all improvements, inventions, discoveries, processes, know-how or intellectual property that are generated or conceived by the Executive during the term of this Agreement, whether generated or conceived during the Executive’s regular working hours or otherwise, will be the sole and exclusive property of the Company. Whenever requested by the Company (either during the term of this Agreement or thereafter), the Executive will assign or execute any and all applications, assignments and or other instruments and do all things which the Company deems necessary or appropriate in order to permit the Company to: (a) assign and convey or otherwise make available to the Company the sole and exclusive right, title, and interest in and to said improvements, inventions, discoveries, processes, know­ how, applications, patents, copyrights, trade names or trademarks; or (b) apply for, obtain, maintain, enforce and defend patents, copyrights, trade names, or trademarks of the United States or of foreign countries for said improvements, inventions, discoveries, processes or know-how. However, the improvements, inventions, discoveries, processes or know-how generated or conceived by the Executive and referred to above (except as they may be included in the patents, copyrights or registered trade names or trademarks of the Company, or corporations, partnerships or other entities which may be affiliated with the Company) shall not be exclusive property of the Company at any time after having been disclosed or revealed or have otherwise become available to the public or to a third party on a non-confidential basis other than by a breach of this Agreement, or after they have been independently developed or discussed without a breach of this Agreement by a third party who has no obligation to the Company or its Affiliates. The foregoing will not prohibit any activities which are expressly permitted by the under paragraph 3 of this Agreement during the term of this Agreement.

13. Arbitration. Any disputes, claims or controversies between the Company and the Executive including, but not limited to those arising out of or related to this Agreement or out of the parties’ employment relationship, shall be settled by arbitration as provided herein. This agreement shall survive the termination or rescission of this Agreement. All arbitration shall be in accordance with Rules of the American Arbitration Association, including discovery, and shall be undertaken pursuant to the Federal Arbitration Act. Arbitration will be held in Oklahoma City, Oklahoma unless the parties mutually agree to another location. The decision of the arbitrator will be enforceable in any court of competent jurisdiction. The parties, however, agree that the Company shall be entitled to obtain injunctive or other equitable relief to enforce the provisions of this Agreement in a court of competent jurisdiction. The parties further agree that this arbitration provision is not only applicable to the Company but its Affiliates, officers, directors, employees and related parties.

14. Miscellaneous. The parties further agree as follows:

14.1 Time. Time is of the essence of each provision of this Agreement.

14.2 Notices. Any notice, payment, demand or communication required or permitted to be given by any provision of this Agreement will be in writing and will be deemed to have been given when delivered personally or by telefacsimile to the party designated to receive such notice, or on the date following the day sent by overnight courier, or on the third (3rd) business day after the same is sent by certified mail, postage and charges prepaid, directed to the following address or to such other or additional addresses as any party might designate by written notice to the other party:

To the Company:

Access Midstream Partners GP, L.L.C.

6100 N. Western Ave.

Oklahoma City, OK 73118

Attn: Cheri Shepard

Fax: (405) 849-3901

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With a Copy to:

Global Infrastructure Management, LLC

12 East 49th Street

38th Floor

New York, New York 10017

Attn: Will Brilliant

Fax: (646) 282-1580

With a Copy to:

Global Infrastructure Management UK Limited

Cardinal Place, 80 Victoria Street

London SW1E5JL

United Kingdom

Attn: Joseph Blum

Fax: +44 207 798 0530

To the Executive:

David C. Shiels at the last address on file in the Company’s personnel files.

14.3 Assignment. Neither this Agreement nor any of the parties’ rights or obligations hereunder can be transferred or assigned without the prior written consent of the other parties to this Agreement; provided, however, that the Company may assign this Agreement to any wholly-owned direct or indirect subsidiary of the Company or the MLP without the Executive’s consent as well as to any purchaser of the Company. Notwithstanding the foregoing, without the consent of the Board, the Company may not assign this Agreement to any Affiliate of the Company that is not a wholly owned direct or indirect subsidiary of the Company or the MLP or another entity that provides services to the Company or the MLP.

14.4 Construction. If any provision of this Agreement or the application thereof to any person or circumstances is determined, to any extent, to be invalid or unenforceable, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those as to which the same is held invalid or unenforceable, will not be affected thereby, and each term and provision of this Agreement will be valid and enforceable to the fullest extent permitted by law. Except as provided for in paragraph 13, this Agreement is intended to be interpreted, construed and enforced in accordance with the laws of the State of Oklahoma.

14.5 Entire Agreement. This Agreement, any documents executed in connection with this Agreement, any documents specifically referred to in this Agreement and the Employment Policies Manual constitute the entire agreement between the parties hereto with respect to the subject matter herein contained, and no modification hereof will be effective unless made by a supplemental written agreement executed by all of the parties hereto. This Agreement cancels and supersedes any and all prior agreements and understandings between the parties hereto respecting the employment of the Executive by the Company.

14.6 Binding Effect. This Agreement will be binding on the parties and their respective successors, legal representatives and permitted assigns. In the event of a merger, consolidation, combination, dissolution or liquidation of the Company, the performance of this Agreement will be assumed by any entity which succeeds to or is transferred the business of the Company as a result thereof, and the Executive waives the consent requirement of paragraph 14.3 to effect such assumption.

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14.7 Supersession. On execution of this Agreement by the Company and the Executive, the relationship between the Company and the Executive will be bound by the terms of this Agreement, any documents executed in connection with this Agreement, any documents specifically referred to in this Agreement and the Employment Policies Manual. In the event of a conflict between the Employment Policies Manual and this Agreement, this Agreement will control in all respects.

14.8 Third-Party Beneficiaries. The Company’s Affiliates (specifically including the MLP) are beneficiaries of all terms and provisions of this Agreement and entitled to all rights hereunder. The Executive and the Company expressly intend that the MLP shall be an intended third party beneficiary and shall have standing to enforce all of the provisions of this Agreement as if it were a party hereto. For the avoidance of doubt, the right to terminate the Executive’s employment may be exercised only by the Company, subject to paragraph 6.7.

14.9 Section 409A. This Agreement is intended to comply with or be exempt from Internal Revenue Code Section 409A and related U.S. Treasury regulations or pronouncements (“Section 409A”) and any ambiguous provision will be construed in a manner that is compliant with or exempt from the application of Section 409A. Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed on his Termination Date to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Internal Revenue Code, then the payments and benefits under this Agreement that are subject to Section 409A and paid by reason of a termination of employment shall be made or provided (subject to the last sentence hereof) on the later of (a) the payment date set forth in this Agreement or (b) the date that is the earliest of (i) the expiration of the six-month period measured from the date of the Executive’s termination of employment or (ii) the date of the Executive’s death (the “Delay Period”). Payments subject to the Delay Period shall be paid to the Executive without interest for such delay in payment. To the extent required to comply with Section 409A, references to a “resignation,” “termination” “termination of employment” or like terms throughout this Agreement shall be interpreted consistent with the meaning of “separation from service” under Section 409A.

[Signatures on following page]

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IN WITNESS WHEREOF, the undersigned have executed this Agreement effective the date first above written.

COMPANY
ACCESS MIDSTREAM PARTNERS GP, L.L.C.
By:	/s/ Regina L. Gregory
Name:	Regina L. Gregory
Title:	Vice President – Legal & General Counsel
EXECUTIVE
David C. Shiels
By:	/s/ David C. Shiels

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EXHIBIT 4

TO EMPLOYMENT AGREEMENT OF

David C. Shiels

1. Base Salary. An annual base salary (the “Base Salary”), at the initial rate of not less than $400,000 will be paid to the Executive in regular installments in accordance with the Company’s designated payroll schedule. The Company, with the approval of the Board, may increase Base Salary based upon the Executive’s annual performance reviews.

2. Bonus Compensation. The Company may periodically pay bonus compensation to the Executive. Any bonus compensation is subject to the requirement that the Executive be an active full-time employee of the Company on the bonus payment date selected by the Company, and will be at the absolute discretion of the Company in such amounts and at such times as the Board may determine. The Executive recognizes and acknowledges that the award of bonuses is not guaranteed or promised in any way and that the payment of any bonus compensation shall be contingent upon the achievement of performance objectives, in each case, as determined in the discretion of the Company, with the approval of the Board. Additionally, in the event the Executive resigns employment, the Executive shall not be eligible for any bonus compensation that may have otherwise been payable after such initial notice of resignation.

The Executive shall be eligible to receive a target annual bonus for 2012 equal to $200,000. The Executive was paid $100,000 of the $200,000 targeted 2012 annual bonus on July 13, 2012. Any additional amount of such 2012 annual bonus that the Company determines to pay to the Executive shall be paid not later than January 31, 2013, provided that the Executive is an active full-time employee of the Company on the payment date.

Any bonus compensation that the Company determines to pay to the Executive shall be paid by separate check apart from the Executive’s Base Salary described above in paragraph 1, net of standard, appropriate employment-related deductions (including federal income tax at the applicable supplemental tax withholding rate), under the appropriate Internal Revenue Service (“IRS”) guidelines, and applicable state and payroll taxes. The Company, with the approval of the Board, in their discretion can potentially increase the bonus targets based on the Executive’s annual performance review. Bonuses up to the target amounts will be made in cash payment only, whereas bonuses exceeding targets may be paid in the form of cash or equity interests as determined in the discretion of the Company, with the approval of the Board. The Executive recognizes and acknowledges that targets provided above, are not guaranteed or promised in any way and payment of any bonus compensation shall be contingent upon the Executive’s and the Company’s performance as determined in the discretion of the Company, with the approval of the Board. Additionally, in the event the Executive resigns employment, the Executive shall not be eligible for any bonus compensation that may have otherwise been payable after such initial notice of resignation.

3. Equity Compensation.

In addition to the compensation set forth in paragraphs 1 and 2 of this Exhibit 4, the Executive may periodically receive grants of Access Midstream Partners, L.P. restricted units or other awards under the Access Midstream Long Term Incentive Plan (the “LTIP”). In order to be eligible for any equity compensation awards, the Executive must be an active full-time employee of the Company on the equity grant dates. Further, the terms and provisions of the equity compensation plans control and direct the terms and conditions of such awards and any conflict between this Agreement and the equity compensation plans will be resolved in favor of the terms and provisions of the equity compensation plans and any applicable award agreements that the Executive may be issued.

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The Executive will be eligible to receive a targeted 2012 equity unit award with an aggregate fair market value of $200,000. A portion of such target award ($150,000) shall represent the Executive’s 2012 equity award opportunity and a portion of such award ($50,000) shall represent a one-time retention award in connection with the transactions contemplated by those certain Purchase Agreements, each dated June 7, 2012, by and among Chesapeake Midstream Holdings, L.L.C. and GIP II Eagle Holdings Partnership, L.P. (by assignment). Of the $200,000 targeted 2012 equity unit award, the Company granted to the Executive a portion of such equity unit award with a fair market value of $125,000 (consisting of the $50,000 retention award referenced above and $75,000 of the Executive’s 2012 equity award opportunity) on July 2, 2012. Any additional portion of such target equity award that the Company determines to grant to the Executive shall be granted not later than January 31, 2013, provided that the Executive is an active full-time employee of the Company on the date of grant. The terms of the award will be governed by the LTIP plan document and the related award agreement.

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EX-10.3

Exhibit 10.3

EMPLOYMENT AGREEMENT

between

ROBERT S. PURGASON

and

ACCESS MIDSTREAM PARTNERS GP, L.L.C.

Effective January 1, 2013

EMPLOYMENT AGREEMENT

THIS AGREEMENT is made effective as of January 1, 2013 (the “Effective Date”), between ACCESS MIDSTREAM PARTNERS GP, L.L.C, a Delaware limited liability company (the “Company”), and Robert S. Purgason, an individual (the “Executive”).

W I T N E S S E T H:

WHEREAS, the Company desires to retain the services of the Executive and the Executive desires to make the Executive’s services available to the Company.

NOW, THEREFORE, in consideration of the mutual promises herein contained, the Company and the Executive agree as follows, effective as of the Effective Date:

1. Employment. The Company hereby employs the Executive and the Executive hereby accepts such employment subject to the terms and conditions contained in this Agreement.

2. Executive’s Duties. The Executive is employed on a full-time basis. Throughout the term of this Agreement, the Executive will use the Executive’s best efforts and due diligence to assist the Company in achieving the most profitable operation of the Company and the Company’s Affiliates (as defined in paragraph 6.1.1) consistent with developing and maintaining a quality business operation. The Executive shall also devote all of the Executive’s working time, attention and energies to the performance of the Executive’s duties and responsibilities under this Agreement.

2.1 Specific Duties. The Executive will serve as Chief Operating Officer, of the Company (or any successor entity thereto), or any entity to which substantially all of the Company’s assets are transferred or contributed, and in such positions as are mutually agreed upon by the parties. The Executive shall perform all of the duties required to fully and faithfully execute the office and position to which the Executive is appointed, and such other duties as may be reasonably requested by the Executive’s supervisor. During the term of this Agreement, the Executive may be nominated for election or appointed to serve as a director or officer of any of the Company’s Affiliates as determined in such Affiliates’ Board of Directors’ sole discretion. On behalf of the Company, the services of the Executive will be requested and directed by the Chief Executive Officer of the Company.

2.2 Rules and Regulations. The Company has issued various policies and procedures applicable to employees and the Executive including an Employment Policies Manual which sets forth the general human resources policies of the Company and addresses frequently asked questions regarding the Company. The Executive agrees to comply with such policies and procedures except to the extent inconsistent with this Agreement. Such policies and procedures may be changed or adopted in the sole discretion of the Company without advance notice.

3. Other Activities. Except as provided in this Agreement or approved by the board of directors of the Company (the “Board”), in writing, the Executive agrees not to: (a) engage in other business activities independent of the Company or its Affiliates; (b) serve as an officer, director, partner, member, principal, employee, agent, representative, consultant or independent contractor of any entity or firm other than the Company or its Affiliates; or (c) directly or indirectly own, manage, operate, control or participate in the ownership, management, operation or control of, or have any interest, financial or otherwise, in any Midstream Gas Gathering and Processing Business other than on behalf of the Company and its Affiliates. For purposes of this

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Agreement, the term “Midstream Gas Gathering and Processing Business” means any business (i) involving the gathering, compressing, dehydrating, processing, treating, fractionating, marketing and transporting natural gas and/or natural gas liquids or (ii) engaged in by the Company and its Affiliates now or at any time during the term hereof. The foregoing will not prohibit ownership of publicly traded securities or service as an officer or director of a not-for-profit organization. If the Executive serves as a director or officer of a not-for-profit organization, the Executive shall disclose the name of the organization and his involvement in an annual disclosure statement, the form of which shall be provided by the Company. Notwithstanding the foregoing, the Company and the Executive acknowledge and agree that the Executive owns a 40% interest in, and is Chairman of, Purgason Productions LLC, which requires up to 2% of the Executive’s time and shall not constitute a violation of this Section 3.

4. Executive’s Compensation. The Company agrees to compensate the Executive as indicated on Exhibit 4 to this Agreement. Base Salary, as defined in Exhibit 4, will be paid to the Executive in regular installments based on the payroll frequency designated by the Company during the term of this Agreement. Any bonus compensation is subject to the requirement that the Executive be an active full-time employee of the Company on the bonus payment date selected by the Company and will be at the absolute discretion of the Company in such amounts and at such times as the Board may determine. The Executive recognizes and acknowledges that the award of bonuses is not guaranteed or promised in any way. Additionally, in the event the Executive resigns employment, the Executive shall not be eligible for any bonus compensation that may have otherwise been payable after such initial notice of resignation. Any restricted stock or other awards granted by Access Midstream Partners, L.P. (the “MLP”), to the Executive from the Company’s various equity compensation plans will be subject to the terms and conditions thereof and the applicable award agreement.

4.1 Benefits. The Company will provide the Executive such retirement benefits, reimbursement of reasonable expenditures for dues, travel and entertainment and such other benefits as are customarily provided to similarly situated employees of the Company and as are set forth in and governed by the Company’s Employment Policies Manual. The Company will also provide the Executive the opportunity to apply for coverage under the Company’s medical, life and disability plans, if any. If the Executive is accepted for coverage under such plans, the Company will make such coverage available to the Executive on the same terms as is customarily provided by the Company to the plan participants as modified from time to time. The Executive is subject to all of the terms and provisions of the Company’s benefit plans or policies. Exhibit 4 to this Agreement describes specific benefits that will also be provided to the Executive at the expense of the Company. The following specific benefits will also be provided to the Executive at the expense of the Company:

4.1.1 PTO. The Executive will be entitled to take four (4) weeks of Paid Time Off (“PTO”) annually, calculated from the Executive’s anniversary date, during the term of this Agreement. No additional compensation will be paid for failure to take PTO.

5. Term. Unless this Agreement is terminated pursuant to the terms of paragraph 6 below, this Agreement will extend for a term (the “Employment Term”) commencing on the Effective Date, and ending on November 30, 2014 (the “Initial Expiration Date”). If not previously terminated, the Employment Term shall automatically be extended for one (1) additional year on the Initial Expiration Date and on each subsequent anniversary thereof, unless either the Executive of the Company elects not to so extend the Employment Term by notifying the other party, in writing, of such election not less than ninety (90) days prior to the last day of the then-current Employment Term (each of the Initial Expiration Date and the last day of any then-current extended Employment Term, the “Expiration Date”).

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6. Termination.

6.1 Termination by Company. The Company will have the following rights to terminate this Agreement:

6.1.1 Termination without Cause. The Company may terminate the Executive’s employment without Cause at any time by the service of written notice of termination to the Executive specifying an effective date of such termination (the “Termination Date”) not sooner than thirty (30) business days after the date of such notice. In the event of elimination of the Executive’s job position or material reduction in duties and/or reassignment of the Executive to a new position of materially less authority or material reduction in Base Salary (collectively referred to as the “Good Reason Conditions”), the Executive may terminate the Executive’s employment if the Executive provides notice to the Company within ninety (90) days of the initial existence of the Good Reason Condition and a thirty (30) day period for the Company to cure the Good Reason Condition. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure period, the Executive may terminate this Agreement within thirty (30) days following the expiration of the cure period and it will be deemed to be a termination without Cause. (The “Termination Date” in the event of a termination by the Executive in connection with Good Reason Condition(s) shall be the date specified in the Executive’s notice, which may be no earlier than thirty (30) days following the delivery by the Executive of such notice.) In the event the Executive is terminated without Cause, the Executive will receive as termination compensation within thirty (30) days of the Termination Date: (a) fifty-two (52) weeks of Base Salary in a lump sum payment (or, in the event such termination occurs within two (2) years after a Change in Control (as defined below), fifty-two (52) weeks of Base Salary plus the most recent actual bonus (excluding signing bonuses) paid to the Executive during the twelve (12) calendar months preceding the Change in Control (or, if the Executive’s most recent annual bonus was paid semi-annually, then the two most recent semi-annual bonuses paid to the Executive during the twelve (12) calendar months preceding the Change in Control)) and (b) payment of any vacation pay accrued but unused through the Termination Date.

The right to the foregoing termination compensation under clause (a) above is subject to the Executive’s execution, on or before thirty (30) days following the Termination Date, of the Company’s severance agreement which will operate as a release of all legally waivable claims against the Company and its Affiliates, and their respective partners, officers, directors, employees, agents and representatives, and the Executive’s compliance with all of the provisions of this Agreement, including all post-employment obligations.

For purposes of this Agreement, “Change of Control” means, and shall be deemed to have occurred upon, either of the following events: (a) any “person” or “group” within the meaning of those terms as used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1933, other than Global Infrastructure Management, LLC or an Affiliate thereof or a fund or investment vehicle managed thereby or The Williams Companies, Inc. or its Affiliates (a “Third Party”), shall become the direct or indirect beneficial

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owner, by way of merger, consolidation, recapitalization, reorganization, purchase or otherwise, of more than 50% of the voting power of the voting securities of the Company or (b) the sale of other disposition, including by way of liquidation, by the MLP or the Company of all or substantially all of its assets, whether in a single or series of related transactions, to one or more Third Parties. Notwithstanding the foregoing, neither the acquisition by Global Infrastructure Management, LLC or an Affiliate thereof or fund or investment vehicle managed thereby of additional voting power or voting securities held by The Williams Companies, Inc. or its Affiliates, nor the acquisition by The Williams Companies, Inc. or its Affiliates of additional voting power or voting securities held by Global Infrastructure Management, LLC or an Affiliate thereof or fund or investment vehicle managed thereby shall constitute a “Change of Control” for purposes of clause (a) of the preceding sentence. Further, for purposes of this Agreement, the following terms have the following respective meanings. “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. 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 and, for the avoidance of doubt, a Person shall be deemed to have control over another person at an ownership level of at least 50%, but control may be established at a lesser percentage ownership under the appropriate circumstances. “Person” means an individual or a corporation, limited liability company, partnership, joint venture, trust, unincorporated organization, association, governmental agency or political subdivision thereof or other entity.

6.1.2 Termination for Cause. The Company may terminate the employment of the Executive hereunder at any time for Cause (as hereinafter defined) (such a termination being referred to in this Agreement as a “Termination For Cause”) by giving the Executive written notice of such termination, which shall take effect immediately upon the giving of such notice to the Executive. As used in this Agreement, “Cause” means (a) the Executive’s breach or threatened breach of this Agreement; (b) the Executive’s neglect of duties or failure to act, other than by reason of disability or death; (c) the misappropriation, fraudulent conduct, or acts of workplace dishonesty by the Executive with respect to the assets or operations of the Company or any of its Affiliates; (d) the Executive’s failure to comply with directives from superiors or written company policies; (e) the Executive’s personal misconduct which injures the Company and/or reflects poorly on the Company’s or its Affiliate’s reputation; (f) the Executive’s failure to perform the Executive’s duties; or (g) the conviction of the Executive for, or a plea of guilty or no contest to, a felony or any crime involving moral turpitude. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the Termination Date other than any base salary and vacation pay accrued but unused through the Termination Date.

6.2 Termination by the Executive. The Executive may voluntarily terminate the Executive’s employment with or without cause by the service of written notice of such termination to the Company specifying a Termination Date no sooner than thirty (30) days after the date of such notice. The Company reserves the right to end the employment relationship at any time after the notice date and to pay the Executive through the notice date. If this Agreement is terminated by the Executive in accordance with this paragraph, the obligations of the parties will be controlled by paragraph 6.6.

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6.3 Incapacity of the Executive. If the Executive suffers from a physical or mental condition which in the reasonable judgment of the Board prevents the Executive in whole or in part from performing the duties specified herein for a period of three (3) consecutive months, the Executive may be terminated. Although the termination may be deemed as a termination for Cause, the Executive will be entitled to receive within thirty (30) days of the Termination Date (a) a payment of twenty-six (26) weeks of Base Salary in a lump sum; and (b) payment of any vacation pay accrued but unused through the Termination Date. Notwithstanding the foregoing, the amount payable under clause (a) above will be reduced by any benefits payable under any disability plans provided by the Company. The right to the foregoing compensation due under clause (a) above is subject to the execution by the Executive or the Executive’s legal representative, on or before thirty (30) days following the Termination Date, of the Company’s severance agreement which will operate as a release of all legally waivable claims against the Company and its Affiliates, and their respective partners, officers, directors, employees, agents and representatives, and the Executive’s compliance with all of the provisions of this Agreement, including all post-employment obligations. In applying this paragraph, the Company will comply with any applicable legal requirements, including the Americans with Disabilities Act.

6.4 Death of the Executive. If the Executive dies during the term of this Agreement, this Agreement shall automatically terminate without compensation except the Company will: (a) pay fifty-two (52) weeks of Base Salary in a single lump sum payment within ninety (90) days of the date of the Executive’s death; and (b) pay any vacation pay accrued but unused through the Termination Date. Amounts payable under this paragraph 6.4 shall be paid to the beneficiary designated on the Company’s universal beneficiary designation form in effect on the date of the Executive’s death. If the Executive fails to designate a beneficiary or if such designation is ineffective, in whole or in part, any payment that would otherwise have been paid under this paragraph 6.4 shall be paid to the Executive’s estate. The right to the foregoing compensation due under clause (a) above is subject to the execution by the beneficiary, or as applicable, the administrator of the Executive’s estate, within ninety (90) days of the Executive’s death, of the Company’s severance agreement which will operate as a release of all legally waivable claims against the Company and its Affiliates, and their respective partners, officers, directors, employees, agents and representatives.

6.5 Expiration. If this Agreement is not terminated pursuant to any of the preceding provisions of paragraph 6 or extended pursuant to paragraph 5 above or otherwise extended by mutual written agreement of the parties prior to the Expiration Date, this Agreement and the Executive’s employment will end and Company will have no further obligation to provide any further payments or benefits to the Executive after the Expiration Date other than any vacation pay accrued but unused through the Expiration Date. Notwithstanding anything contained herein, in no event shall a termination of the Executive’s employment by reason of the expiration of the Employment Term or the Company’s election not to renew the Employment Term constitute a Good Reason Condition or a termination of the Executive’s employment by the Company without Cause.

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6.6 Effect of Termination or Expiration. The termination or expiration of this Agreement will terminate all obligations of the Executive to render services on behalf of the Company from and after the Termination Date or Expiration Date, provided that the Executive will maintain the confidentiality of all information acquired by the Executive during the term of the Executive’s employment in accordance with paragraph 7 of this Agreement and the Executive shall comply with all other post-employment requirements including, without limitation, paragraphs 7, 8, 9, 10, 11, 12 and 13. Except as otherwise provided in paragraph 6 of this Agreement and payment of any vacation pay accrued but unused through the Termination Date, no accrued bonus, severance pay or other form of compensation will be payable by the Company to the Executive by reason of the termination of this Agreement. All keys, entry cards, credit cards, files, records, financial information, furniture, furnishings, equipment, supplies and other items relating to the Company or its Affiliates in the Executive’s possession will remain the property of the Company or its Affiliate who provided such items, as applicable. The Executive will have the right to retain and remove all personal property and effects which are owned by the Executive and located in the offices of the Company or its Affiliates at a time determined by the Company. All such personal items will be removed from such offices no later than two (2) days after the Termination Date or Expiration Date, and the Company is hereby authorized to discard any items remaining and to reassign the Executive’s office space after such date. Prior to the Termination Date or Expiration Date, the Executive will render such services to the Company as might be reasonably required to provide for the orderly termination of the Executive’s employment. Notwithstanding the foregoing and without discharging any obligations to pay compensation to the Executive under this Agreement, after notice of the Termination, the Company may request that the Executive not provide any other services to the Company and not enter the Company’s premises before or after the Termination Date. In the event that the Executive separates employment with the Company, the Executive hereby grants consent to notification by the Company to the Executive’s new employer about the Executive’s rights and obligations under this Agreement. Upon such termination of employment, the Executive further agrees to acknowledge compliance with this Agreement in a form reasonably provided by the Company.

7. Confidentiality. The Executive recognizes that the nature of the Executive’s services are such that the Executive will have access to information which constitutes trade secrets, is of a confidential nature, is of great value to the Company and/or is the foundation on which the business of the Company is predicated. The Executive also acknowledges that, during the course of employment, the Executive may have personal contact and conduct business with the customers, suppliers and accounts of the Company. The Executive agrees not to disclose to any person other than authorized executives of the Company or the Company’s legal counsel nor use for any purpose, other than the performance of this Agreement, any confidential information (“Confidential Information”). Confidential Information includes data or material (regardless of form) which is: (a) a trade secret (a trade secret shall include any formula, pattern, device or compilation of information used by the Company in its business); (b) provided, disclosed or delivered to the Executive by the Company, any officer, director, employee, agent, attorney, accountant, consultant, or other person or entity employed by the Company in any capacity, any customer, borrower or business associate of the Company or any public authority having jurisdiction over the Company of any business activity conducted by the Company; or (c) produced, developed, obtained or prepared by or on behalf of the Executive or the Company (whether or not such information was developed in the performance of this Agreement) with respect to the Company or any assets oil and gas prospects, business activities, officers, directors, executives, borrowers or customers of the foregoing. The Executive acknowledges that the Executive will obtain unique benefits from employment and the provisions

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contained in this Agreement are reasonably necessary to protect the Company’s legitimate business interests. On request by the Company, the Company will be entitled to the return of any Confidential Information in the possession of the Executive. The Executive also agrees that the provisions of this paragraph 7 will survive the termination, expiration or cancellation of this Agreement for any reason. The Executive will deliver to the Company all originals and copies of the documents or materials containing Confidential Information. For purposes of paragraphs 7, 8, 9, 10, 11 and 12 of this Agreement, the term “the Company” expressly includes any of the Company’s Affiliates.

8. Non-Solicitation. The Executive agrees that during his/her employment hereunder, and for the one (1) year period immediately following the separation of employment for any reason, the Executive shall not solicit or contact any established client or customer of the Company with a view to inducing or encouraging such established client or customer to discontinue or curtail any business relationship with the Company. The Executive further agrees that the Executive will not request or advise any established clients, customers or suppliers of the Company to withdraw, curtail or cancel its business with the Company. Notwithstanding the foregoing, this paragraph 8 shall not preclude or restrict the Executive from engaging in any such activities in connection with his performance of services for the Company, the MLP or their Affiliates or undertaken for the benefit of such persons (whether prior to, during, or after his employment with the Company), and the Executive’s engaging in such activities shall not violate the terms of this Agreement.

9. Non-Solicitation of Employees. The Executive covenants that during the term of employment and for the one (1) year period immediately following the separation of employment for any reason, Executive will neither directly nor indirectly induce nor attempt to induce any executive or employee of the Company to terminate his or her employment to go to work for any other company. Notwithstanding the foregoing, this paragraph 9 shall not preclude or restrict the Executive from engaging, with the Company’s consent, in any such activities in connection with his performance of services for the Company, the MLP or their Affiliates or undertaken for the benefit of such persons (whether prior to, during, or after his employment with the Company), and the Executive’s engaging in such activities with the Company’s consent shall not violate the terms of this Agreement.

10. Reasonableness. The Company and the Executive have attempted to specify a reasonable period of time and reasonable restrictions to which the provisions of paragraphs 8 and 9 of this Agreement shall apply. The Company and the Executive agree that if a court or administrative body should subsequently determine that the terms of any of paragraphs 8 and 9 of this Agreement are greater than reasonably necessary to protect the Company’s interest, the Company agrees to waive those terms which are found by a court or administrative body to be greater than reasonably necessary to protect the Company’s interest and to request that the court or administrative body reform this Agreement specifying a reasonable period of time and such other reasonable restrictions as the court or administrative body deems necessary.

11. Equitable Relief. The Executive acknowledges that the services to be rendered by the Executive are of a special, unique, unusual, extraordinary, and intellectual character, which gives them a peculiar value, and the loss of which cannot reasonably or adequately be compensated in damages in an action at law; and that a breach by the Executive of any of the provisions contained in this Agreement will cause the Company irreparable injury and damage. The Executive further acknowledges that the Executive possesses unique skills, knowledge and ability and that any material breach of the provisions of this Agreement would be extremely detrimental to the Company. By reason thereof, the Executive agrees that the Company shall be entitled, in addition to any other remedies it may have under this Agreement or otherwise, to injunctive and other equitable relief to prevent or curtail any breach of this Agreement by him/her.

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12. Proprietary Matters. The Executive expressly understands and agrees that any and all improvements, inventions, discoveries, processes, know-how or intellectual property that are generated or conceived by the Executive during the term of this Agreement, whether generated or conceived during the Executive’s regular working hours or otherwise, will be the sole and exclusive property of the Company. Whenever requested by the Company (either during the term of this Agreement or thereafter), the Executive will assign or execute any and all applications, assignments and or other instruments and do all things which the Company deems necessary or appropriate in order to permit the Company to: (a) assign and convey or otherwise make available to the Company the sole and exclusive right, title, and interest in and to said improvements, inventions, discoveries, processes, know­ how, applications, patents, copyrights, trade names or trademarks; or (b) apply for, obtain, maintain, enforce and defend patents, copyrights, trade names, or trademarks of the United States or of foreign countries for said improvements, inventions, discoveries, processes or know-how. However, the improvements, inventions, discoveries, processes or know-how generated or conceived by the Executive and referred to above (except as they may be included in the patents, copyrights or registered trade names or trademarks of the Company, or corporations, partnerships or other entities which may be affiliated with the Company) shall not be exclusive property of the Company at any time after having been disclosed or revealed or have otherwise become available to the public or to a third party on a non-confidential basis other than by a breach of this Agreement, or after they have been independently developed or discussed without a breach of this Agreement by a third party who has no obligation to the Company or its Affiliates. The foregoing will not prohibit any activities which are expressly permitted by the under paragraph 3 of this Agreement during the term of this Agreement.

13. Arbitration. Any disputes, claims or controversies between the Company and the Executive including, but not limited to those arising out of or related to this Agreement or out of the parties’ employment relationship, shall be settled by arbitration as provided herein. This agreement shall survive the termination or rescission of this Agreement. All arbitration shall be in accordance with Rules of the American Arbitration Association, including discovery, and shall be undertaken pursuant to the Federal Arbitration Act. Arbitration will be held in Oklahoma City, Oklahoma unless the parties mutually agree to another location. The decision of the arbitrator will be enforceable in any court of competent jurisdiction. The parties, however, agree that the Company shall be entitled to obtain injunctive or other equitable relief to enforce the provisions of this Agreement in a court of competent jurisdiction. The parties further agree that this arbitration provision is not only applicable to the Company but its Affiliates, officers, directors, employees and related parties.

14. Miscellaneous. The parties further agree as follows:

14.1 Time. Time is of the essence of each provision of this Agreement.

14.2 Notices. Any notice, payment, demand or communication required or permitted to be given by any provision of this Agreement will be in writing and will be deemed to have been given when delivered personally or by telefacsimile to the party designated to receive such notice, or on the date following the day sent by overnight courier, or on the third (3rd) business day after the same is sent by certified mail, postage and charges prepaid, directed to the following address or to such other or additional addresses as any party might designate by written notice to the other party:

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To the Company:

Access Midstream Partners GP, L.L.C.

6100 N. Western Ave.

Oklahoma City, OK 73118

Attn: Cheri Shepard

Fax: (405) 849-3901

With a Copy to:

Global Infrastructure Management, LLC

12 East 49th Street

38th Floor

New York, New York 10017

Attn: Will Brilliant

Fax: (646) 282-1580

With a Copy to:

Global Infrastructure Management UK Limited

Cardinal Place, 80 Victoria Street

London SW1E5JL

United Kingdom

Attn: Joseph Blum

Fax: +44 207 798 0530

To the Executive:

Robert S. Purgason at the last address on file in the Company’s personnel files.

14.3 Assignment. Neither this Agreement nor any of the parties’ rights or obligations hereunder can be transferred or assigned without the prior written consent of the other parties to this Agreement; provided, however, that the Company may assign this Agreement to any wholly-owned direct or indirect subsidiary of the Company or the MLP without the Executive’s consent as well as to any purchaser of the Company. Notwithstanding the foregoing, without the consent of the Board, the Company may not assign this Agreement to any Affiliate of the Company that is not a wholly owned direct or indirect subsidiary of the Company or the MLP or another entity that provides services to the Company or the MLP.

14.4 Construction. If any provision of this Agreement or the application thereof to any person or circumstances is determined, to any extent, to be invalid or unenforceable, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those as to which the same is held invalid or unenforceable, will not be affected thereby, and each term and provision of this Agreement will be valid and enforceable to the fullest extent permitted by law. Except as provided for in paragraph 13, this Agreement is intended to be interpreted, construed and enforced in accordance with the laws of the State of Oklahoma.

14.5 Entire Agreement. This Agreement, any documents executed in connection with this Agreement, any documents specifically referred to in this Agreement and the Employment Policies Manual constitute the entire agreement between the parties hereto with respect to the subject matter herein contained, and no modification hereof will be effective unless made by a supplemental written agreement executed by all of the parties hereto. This Agreement cancels and supersedes any and all prior agreements and understandings between the parties hereto respecting the employment of the Executive by the Company.

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14.6 Binding Effect. This Agreement will be binding on the parties and their respective successors, legal representatives and permitted assigns. In the event of a merger, consolidation, combination, dissolution or liquidation of the Company, the performance of this Agreement will be assumed by any entity which succeeds to or is transferred the business of the Company as a result thereof, and the Executive waives the consent requirement of paragraph 14.3 to effect such assumption.

14.7 Supersession. On execution of this Agreement by the Company and the Executive, the relationship between the Company and the Executive will be bound by the terms of this Agreement, any documents executed in connection with this Agreement, any documents specifically referred to in this Agreement and the Employment Policies Manual. In the event of a conflict between the Employment Policies Manual and this Agreement, this Agreement will control in all respects.

14.8 Third-Party Beneficiaries. The Company’s Affiliates (specifically including the MLP) are beneficiaries of all terms and provisions of this Agreement and entitled to all rights hereunder. The Executive and the Company expressly intend that the MLP shall be an intended third party beneficiary and shall have standing to enforce all of the provisions of this Agreement as if it were a party hereto. For the avoidance of doubt, the right to terminate the Executive’s employment may be exercised only by the Company, subject to paragraph 6.7.

14.9 Section 409A. This Agreement is intended to comply with or be exempt from Internal Revenue Code Section 409A and related U.S. Treasury regulations or pronouncements (“Section 409A”) and any ambiguous provision will be construed in a manner that is compliant with or exempt from the application of Section 409A. Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed on his Termination Date to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Internal Revenue Code, then the payments and benefits under this Agreement that are subject to Section 409A and paid by reason of a termination of employment shall be made or provided (subject to the last sentence hereof) on the later of (a) the payment date set forth in this Agreement or (b) the date that is the earliest of (i) the expiration of the six-month period measured from the date of the Executive’s termination of employment or (ii) the date of the Executive’s death (the “Delay Period”). Payments subject to the Delay Period shall be paid to the Executive without interest for such delay in payment. To the extent required to comply with Section 409A, references to a “resignation,” “termination” “termination of employment” or like terms throughout this Agreement shall be interpreted consistent with the meaning of “separation from service” under Section 409A.

[Signatures on following page]

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IN WITNESS WHEREOF, the undersigned have executed this Agreement effective the date first above written.

COMPANY
ACCESS MIDSTREAM PARTNERS GP, L.L.C.
By:	/s/ Regina L. Gregory
Name:	Regina L. Gregory
Title:	Vice President – Legal & General Counsel
EXECUTIVE
Robert S. Purgason
By:	/s/ Robert S. Purgason

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EXHIBIT 4

TO EMPLOYMENT AGREEMENT OF

Robert S. Purgason

1. Base Salary. An annual base salary (the “Base Salary”), at the initial rate of not less than $450,000 will be paid to the Executive in regular installments in accordance with the Company’s designated payroll schedule. The Company, with the approval of the Board, may increase Base Salary based upon the Executive’s annual performance reviews.

2. Bonus Compensation. The Company may periodically pay bonus compensation to the Executive. Any bonus compensation is subject to the requirement that the Executive be an active full-time employee of the Company on the bonus payment date selected by the Company, and will be at the absolute discretion of the Company in such amounts and at such times as the Board may determine. The Executive recognizes and acknowledges that the award of bonuses is not guaranteed or promised in any way and that the payment of any bonus compensation shall be contingent upon the achievement of performance objectives, in each case, as determined in the discretion of the Company, with the approval of the Board. Additionally, in the event the Executive resigns employment, the Executive shall not be eligible for any bonus compensation that may have otherwise been payable after such initial notice of resignation.

The Executive shall be eligible to receive a target annual bonus for 2012 equal to $550,000. The Executive was paid $275,000 of the $550,000 targeted 2012 annual bonus on July 13, 2012. Any additional amount of such 2012 annual bonus that the Company determines to pay to the Executive shall be paid not later than January 31, 2013, provided that the Executive is an active full-time employee of the Company on the payment date.

Any bonus compensation that the Company determines to pay to the Executive shall be paid by separate check apart from the Executive’s Base Salary described above in paragraph 1, net of standard, appropriate employment-related deductions (including federal income tax at the applicable supplemental tax withholding rate), under the appropriate Internal Revenue Service (“IRS”) guidelines, and applicable state and payroll taxes. The Company, with the approval of the Board, in their discretion can potentially increase the bonus targets based on the Executive’s annual performance review. Bonuses up to the target amounts will be made in cash payment only, whereas bonuses exceeding targets may be paid in the form of cash or equity interests as determined in the discretion of the Company, with the approval of the Board. The Executive recognizes and acknowledges that targets provided above, are not guaranteed or promised in any way and payment of any bonus compensation shall be contingent upon the Executive’s and the Company’s performance as determined in the discretion of the Company, with the approval of the Board. Additionally, in the event the Executive resigns employment, the Executive shall not be eligible for any bonus compensation that may have otherwise been payable after such initial notice of resignation.

3. Equity Compensation.

In addition to the compensation set forth in paragraphs 1 and 2 of this Exhibit 4, the Executive may periodically receive grants of Access Midstream Partners, L.P. restricted units or other awards under the Access Midstream Long Term Incentive Plan (the “LTIP”). In order to be eligible for any equity compensation awards, the Executive must be an active full-time employee of the Company on the equity grant dates. Further, the terms and provisions of the equity compensation plans control and direct the terms and conditions of such awards and any conflict between this Agreement and the equity compensation plans will be resolved in favor of the terms and provisions of the equity compensation plans and any applicable award agreements that the Executive may be issued.

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The Executive will be eligible to receive a targeted 2012 equity unit award with an aggregate fair market value of $250,000. A portion of such target award ($150,000) shall represent the Executive’s 2012 equity award opportunity and a portion of such award ($100,000) shall represent a one-time retention award in connection with the transactions contemplated by those certain Purchase Agreements, each dated June 7, 2012, by and among Chesapeake Midstream Holdings, L.L.C. and GIP II Eagle Holdings Partnership, L.P. (by assignment). Of the $250,000 targeted 2012 equity unit award, the Company granted to the Executive a portion of such equity unit award with a fair market value of $175,000 (consisting of the $100,000 retention award referenced above and $75,000 of the Executive’s 2012 equity award opportunity) on July 2, 2012. Any additional portion of such target equity award that the Company determines to grant to the Executive shall be granted not later than January 31, 2013, provided that the Executive is an active full-time employee of the Company on the date of grant. The terms of the award will be governed by the LTIP plan document and the related award agreement.

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EX-10.4

Exhibit 10.4

ASSUMPTION AGREEMENT

THIS ASSUMPTION AGREEMENT (“Agreement”) is entered into this 20^th day of December, 2012 by and between Chesapeake Midstream Management, L.L.C. (“Chesapeake Management”), and Access Midstream GP, L.L.C. (“Access Midstream”).

WHEREAS, pursuant to the Amended and Restated Employee Secondment Agreement (“Secondment Agreement”) effective immediately prior to the closing of the initial public offering of the common units of Access Midstream Partners, L.P. (“Effective Time”) (Access Midstream Partners, L.P. was formerly known as Chesapeake Midstream Partners, L.P., and hereinafter referred to as “Partnership”), by and among Chesapeake Energy Corporation (“CHK”) and certain of its subsidiaries (including Chesapeake Management), Access Midstream (formerly known as Chesapeake Midstream GP, L.L.C.) and Access MLP Operating, L.L.C. (formerly known as Chesapeake MLP Operating, L.L.C., and hereinafter referred to as “MLP Operating”) and various other service related agreements, employees of Chesapeake Management have been providing services to the Partnership and its affiliates; and

WHEREAS, Chesapeake Management initiated the Chesapeake Midstream Management Incentive Compensation Plan (“MICP”) to provide a method of motivating certain employees providing such services to the Partnership to devote their efforts to the development and growth of the Partnership; and

WHEREAS, effective as of the “Termination Date”, as such term is defined in the Transition Services Agreement (as defined below), certain (if not all) of the participants in the MICP are expected to become employees of Access Midstream or one of its affiliates pursuant to the Secondment Agreement, the Amended and Restated Employee Transfer Agreement (“Employee Transfer Agreement”) effective as of the Effective Time, by and among CHK, Chesapeake Management, Access Midstream and MLP Operating, and that certain Letter Agreement, dated as of June 15, 2012 (as amended on June 29, 2012) which is commonly referred to as the “Transition Services Agreement”, by and among CHK, Chesapeake Management, Access Midstream, the Partnership, MLP Operating and certain other parties signatory thereto, and Access Midstream desires to assume and continue the MICP effective as of the Termination Date.

NOW, THEREFORE, for and in consideration of the mutual covenants contained herein and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. Access Midstream hereby undertakes and agrees, commencing as of the Termination Date, subject to the limitations contained herein, to assume, sponsor and maintain the MICP, and commencing as of the Termination Date, subject to the limitations contained herein, to pay, perform and discharge any and all obligations of the Plan Sponsor (as defined in the MICP) under the MICP.

2. Other than as specifically stated above or in the Secondment Agreement, Access Midstream assumes no liability or obligation of Chesapeake Management by this Assumption Agreement, including without limitation, any incentive compensation payment earned under the MICP prior to the Termination Date, and it is expressly understood and agreed that all liabilities and obligations not assumed hereby by Access Midstream shall remain the sole obligation of Chesapeake Management and its successors and assigns.

3. Notwithstanding the foregoing, nothing in this Agreement shall prohibit or otherwise affect the rights of Access Midstream or any of its affiliates to amend, modify or terminate the MICP or any awards thereunder to the extent permitted by the MICP or the terms of such award and nothing in this Agreement shall obligate Access Midstream or any of its affiliates to continue to maintain the MICP or grant any awards thereunder, except, if at all, to the extent expressly provided in the MICP or such award.

4. No person other than Chesapeake Management and Access Midstream or their respective successors and assigns shall have any rights under this Assumption Agreement or the provisions contained herein.

5. This Agreement and all of the covenants and agreements contained in this Agreement shall be binding upon and inure to the benefit of the parties hereto and, except as provided herein, their respective successors and assigns. This Agreement may not be assigned by a party hereto without the prior written consent of the other party, except that Access Midstream may assign this Agreement and/or its rights and obligations hereunder to any of its affiliates or any successor to all or substantially all of its business or assets. The party making any such assignment shall remain primarily liable with respect to any of its obligations so assigned. Any attempt to assign this Agreement in a manner prohibited by this Section shall be void.

6. This Agreement and all questions relating to the interpretation or enforcement of this Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware without regard to the Laws of the State of Delaware or any other jurisdiction that would call for the application of the substantive laws of any jurisdiction other than Delaware. Each party hereby agrees that service of summons, complaint, or other process in connection with any proceedings contemplated hereby may be made by registered or certified mail addressed to such party at the address specified in Section 9.6 of the Unit Purchase Agreement, dated as of December 11, 2012, by and among Chesapeake Midstream Development, L.L.C. and the Partnership (the “Unit Purchase Agreement”). Each of the parties irrevocably submits to the exclusive jurisdiction of the United States District Court for the District of Delaware, or in the event, but only in the event, that such court does not have jurisdiction over such action or proceeding, to the exclusive jurisdiction of the Delaware Court of Chancery, (collectively, the “Courts”) for the purposes of any proceeding arising out of or relating to this Agreement or any transaction contemplated hereby (and agrees not to commence any proceeding relating hereto except in such Courts). Each of the parties further agrees that service of any process, summons, notice or document hand delivered or sent by U.S. registered mail to such party’s respective address set forth in Section 9.6 of the Unit Purchase Agreement will be effective service of process for any proceeding in Delaware with respect to any matters to which it has submitted to jurisdiction as set forth in the immediately preceding sentence. Each of the parties irrevocably and unconditionally waives any objection to the laying of venue of any proceeding arising out of or relating to this Agreement or the transactions contemplated hereby or thereby in the Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such proceeding brought in any such court has been brought in an inconvenient forum. Notwithstanding the foregoing, each party agrees that a final judgment in any proceeding properly brought in accordance with the terms of this Agreement shall be

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conclusive and may be enforced by suit on the judgment in any jurisdiction or in any other manner provided in law or in equity. EACH PARTY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT AND ANY DOCUMENT EXECUTED IN CONNECTION HEREWITH.

7. This Agreement may be executed in two or more counterparts, any one of which counterparts need not contain the signatures of more than one party, each one of which counterparts constitutes an original, and all of which counterparts taken together constitute one and the same instrument. A copy of an original signature delivered by facsimile or other electronic transmission (including e-mail) shall be considered an original signature. Any person may rely on a copy or reproduction of this Agreement, and an original shall be made available upon a reasonable request.

8. This Agreement shall be binding upon and, except as provided below, inure solely to the benefit of the parties hereto, and their respective successors and permitted assigns. None of the provisions of this Agreement shall be for the benefit of or enforceable by any person other than the parties, including any creditor of any party.

9. No change or modification to this Agreement shall be valid unless the same is in writing and signed by the parties hereto. If there is a waiver of any provision of this Agreement, the remainder of this Agreement shall be unaffected. No course of dealing or course of conduct between or among any persons having any interest in this Agreement shall be deemed effective to modify, amend, or waive any part of this Agreement or any rights or obligations of any Person under or by reason of this Agreement.

10. Each party shall cooperate and take such action as may be reasonably requested by each other party in order to carry out the provisions and purposes of this Agreement.

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IN WITNESS WHEREOF, the undersigned have caused their duly authorized officers to execute this Assumption Agreement on the day and year first above written.

CHESAPEAKE MIDSTREAM MANAGEMENT, L.L.C.
By:	/s/ Domenic J. Dell’Osso, Jr.
	Name:	Domenic J. Dell’Osso, Jr.
	Title:	Executive Vice President & Chief Financial Officer

ACCESS MIDSTREAM GP, L.L.C.
By:	/s/ J. Michael Stice
	Name:	J. Michael Stice
	Title:	Chief Executive Officer

[Signature Page to Assumption Agreement]

EX-10.5

Exhibit 10.5

ACCESS MIDSTREAM PARTNERS GP, L.L.C.

MANAGEMENT INCENTIVE COMPENSATION PLAN

(as Amended and Restated as of December 20, 2012)

I. Purpose of Plan

The Access Midstream Partners GP, L.L.C. Management Incentive Compensation Plan, as hereby amended and restated (the “Plan”), is intended to provide a method of attracting, motivating and retaining individuals of outstanding competence and ability, and to motivate and encourage those individuals to devote their best efforts to the development and growth of the Partnership, thereby advancing the interests of the Partnership and its equity owners.

II. Definitions and Construction

2.1 Definitions. Where the following words and phrases are used in the Plan, they shall have the respective meanings set forth below, unless the context clearly indicates to the contrary:

(a) “Affiliate” means any corporation, partnership, limited liability company or partnership, association, trust or other organization which, directly or indirectly, controls, is controlled by, or is under common control with, the Partnership. For purposes of the preceding sentence, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any entity or organization, shall mean the possession, directly or indirectly, of the power (i) to vote 50% or more of the securities or equity interests having ordinary voting power for the election of directors of the controlled entity or organization, or (ii) to direct or cause the direction of the management and policies of the controlled entity or organization, whether through the ownership of voting securities or equity interests or by contract or otherwise.

(b) “Annual Payment Percentage” means, with respect to a Participation Interest, the following, unless provided otherwise in a Participant’s Award Agreement:

Fiscal Period	Annual Payment Percentage
On or prior to the 1st Anniversary of the Award Commencement Date	20%
After the 1st Anniversary but on or prior to the 2nd Anniversary of the Award Commencement Date	25%
After the 2nd Anniversary but on or prior to the 3rd Anniversary of the Award Commencement Date	33-1/3%
After the 3rd Anniversary but on or prior to the 4th Anniversary of the Award Commencement Date	50%
After the 4th Anniversary but on or prior to the 5th Anniversary of the Award Commencement Date	100%

(c) “Award Agreement” means a written agreement between the Company (or an Affiliate) and an employee evidencing the award of a Participation Interest in the Plan and specifying the Participant’s Excess Return Percentage and Equity Uplift Value Percentage.

(d) “Award Commencement Date” means, with respect to a Participation Interest, that date set forth as the Award Commencement Date in the Award Agreement for such Participation Interest, provided, however, that for Participation Interests granted during 2010, the Award Commencement Date shall be January 1, 2010.

(e) “Base Equity Value” means, with respect to a Participation Interest, the Base Equity Value designated by the Board as of the Grant Date of such Participation Interest; provided, however, that, the Base Equity Value with respect to any Participation Interest granted in 2010 shall be the IPO Equity Value. The Base Equity Value shall be set forth in the applicable Award Agreement.

(f) “Base Unit Value” means, with respect to a Participation Interest, the Base Unit Value designated by the Board as of the Grant Date of such Participation Interest. The Base Unit Value shall be set forth in the applicable Award Agreement. Appropriate adjustments shall be made to the Base Unit Value to give effect to any Unit splits, combinations or similar adjustments occurring after the Award Commencement Date and prior to the Equity Uplift Payment Date; provided, however, that, the Base Unit Value with respect to any Participation Interest granted in 2010 shall be the IPO Unit Value.

(g) “Board” means the board of managers of the JV; provided, however, if the JV no longer exists, “Board” shall mean the board of managers or other governing body of the Plan Sponsor.

(h) “Cause” shall have the meaning set forth in the Participant’s written employment agreement with the Company or an Affiliate; however, if the Participant does not have such an employment agreement, “Cause” means (i) the Participant’s breach or threatened breach of any written employment agreement between the Company and the Participant; (ii) the Participant’s neglect of duties or failure to act, other than by reason of disability or death; (iii) the misappropriation, fraudulent conduct, or acts of workplace dishonesty by the Participant with respect to the assets or operations of the Company or any of its Affiliates; (iv) the Participant’s failure to comply with directives from superiors or written Company policies; (v) the Participant’s personal misconduct which injures the Company or an Affiliate and/or reflects poorly on the Company’s and/or an Affiliate’s reputation; (vi) the Participant’s failure to perform the Participant’s duties; or (vii) the conviction of the Participant for, or a plea of guilty or no contest to, a felony or any crime involving moral turpitude. Any rights the Company or an Affiliate may have hereunder in respect of an event giving rise to Cause shall be in addition to the rights the Company or Affiliate may have under any other agreement with the Participant or at law or in equity.

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(i) “Change of Control” means, and shall be deemed to have occurred upon, any of the following events: (a) any “person” or “group” within the meaning of those terms as used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1933, other than Global Infrastructure Management, LLC or an Affiliate thereof or fund or investment vehicle managed thereby or The Williams Companies, Inc. or an Affiliate thereof (a “Third Party”) shall become the direct or indirect beneficial owner, by way of merger, consolidation, recapitalization, reorganization or otherwise, of more than 50% of the voting power of the voting securities of the Company; (b) the sale or other disposition, including by way of liquidation, by either the Partnership or the Company of all or substantially all of its assets, whether in a single or series of related transactions, to one or more Third Parties; or (c) any sale or other disposition by (i) Global Infrastructure Management, LLC, its Affiliates and each fund and investment vehicle managed thereby, or (ii) The Williams Companies, Inc. and its Affiliates, in either case, of all of the voting securities of the Company held by such entities (other than sales or dispositions by such entities to their own Affiliates or funds or investment vehicles managed by such entities or the investors in such funds and investment vehicles). Notwithstanding the foregoing, if a Change of Control constitutes a payment event with respect to any Participation Interest (or any portion thereof) that provides for the deferral of compensation and is subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), then, to the extent required to avoid the imposition of additional taxes under Section 409A of the Code, the transaction or event described in subsection (a), (b) or (c) with respect to such Participation Interest (or portion thereof) shall only constitute a Change of Control if such transaction or event also constitutes a “change in control event,” as defined in Treasury Regulation Section 1.409A-3(i)(5). For clarity, (A) the IPO was not a Change of Control, (B) the consummation of the transactions contemplated by that certain Purchase Agreement, dated as of December 11, 2012, by and among GIP-A Holding (CHK), L.P., GIP-B Holding (CHK), L.P., GIP-C Holding (CHK), L.P. and The Williams Companies, Inc. shall not constitute a Change of Control, and (C) the consummation of the transactions contemplated by (i) that certain Purchase Agreement, dated as of June 7, 2012, by and among Chesapeake Midstream Holdings, L.L.C., GIP II Eagle 1 Holding, L.P., GIP II Eagle 2 Holding, L.P. and GIP II Eagle 3 Holding, L.P., and/or (ii) that certain Purchase Agreement, dated as of June 7, 2012, by and among Chesapeake Midstream Holdings, L.L.C. and GIP II Eagle 4 Holding, L.P., either alone or together, shall not constitute a Change of Control.

(j) “Company” means Access Midstream Partners GP, L.L.C.

(k) “Dilution Adjustment” means, with respect to a Participant’s Excess Return Percentage and Equity Uplift Value Percentage, as set forth in his or her Award Agreement, the product of such applicable percentage and a fraction, the numerator of which is the number of Units outstanding on the Award Commencement Date (or, in the case of Participation Interests granted in 2010, the closing date of the IPO), and the denominator of which is (1) with respect to the Participant’s Excess Return Percentage applicable for a specified fiscal quarter in a Fiscal Year, the number of Units outstanding on the record date for the distribution made with respect to the applicable fiscal quarter and (2) with respect to the Participant’s Equity Uplift Value Percentage, the total number of Units outstanding on the Equity Uplift Payment Date. Appropriate adjustment shall be made to the Dilution Adjustments to give effect to any Unit splits, combinations or similar adjustments occurring after the Award Commencement Date and prior to an applicable Excess Return payment date or the Equity Uplift Payment Date.

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(l) “Disability” shall have the meaning set forth in the Participant’s employment agreement with the Company or an Affiliate; however, if the Participant does not have such an employment agreement, “Disability” means a disability that entitles the Participant to long-term disability benefits under a long-term disability plan of the Company or an Affiliate.

(m) “Distributed Cash” means, with respect to a fiscal quarter in a Fiscal Year, the amount of cash distributed by the Partnership, as applicable, to its equity owners (excluding distributions to the Company) with respect to such fiscal quarter of that Fiscal Year, as authorized by the Board (or deemed authorized pursuant to the JV’s organizational documents).

(n) “Equity Uplift Payment Date” means the fifth anniversary of the Award Commencement Date of a Participation Interest or, if earlier, the date of a Change of Control.

(o) “Equity Uplift Value” means the product of A x B, where “A” is the Excess Unit Value and “B” is the number of Units outstanding on the Equity Uplift Payment Date.

(p) “Equity Uplift Value Percentage” means the Participant’s diluted percentage participation in the Equity Uplift Value, as set forth in his or her Award Agreement, subject to any Dilution Adjustment.

(q) “Excess Return” means, with respect to a fiscal quarter in a Fiscal Year, the excess (if any) of the Distributed Cash with respect to such fiscal quarter over the Preferred Return for that fiscal quarter.

(r) “Excess Return Percentage” means, with respect to a Participant for a fiscal quarter in a Fiscal Year, the percentage participation by such Participant in the Excess Return, if any, for that Fiscal Year, as set forth in his or her Award Agreement, adjusted for any Dilution Adjustment applicable for that fiscal quarter in the Fiscal Year.

(s) “Excess Unit Value” means, unless otherwise specified in an Award Agreement with respect to a particular Participation Interest, the excess, if any, of (i) the Unit Value on Equity Uplift Payment Date over (ii) the Base Unit Value.

(t) “Fair Market Value” means the closing sales price of a Unit on the principal national securities exchange or other market in which trading in Units occurs on the applicable date (or, if there is no trading in the Units on such date, on the next preceding date on which there was trading) as reported in such reporting service approved by the Board. If Units are not traded on a national securities exchange or other market at the time a determination of Fair Market Value is required to be made hereunder, the determination of Fair Market Value shall be made in good faith by the Board.

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(u) “Fiscal Year” means a calendar year, unless provided otherwise in a Participant’s Award Agreement.

(v) “Good Reason” shall have the meaning set forth in the Participant’s written employment agreement with the Company or an Affiliate; however, if the Participant does not have such an employment agreement, “Good Reason” means (1) the elimination of the Participant’s job position, (2) a material reduction in the Participant’s duties, (3) the reassignment of the Participant to a new position of materially less authority, or (4) a material reduction in the Participant’s base salary. Notwithstanding the preceding provisions or any other provision in the Plan to the contrary, any assertion by a Participant of a termination of employment for “Good Reason” shall not be effective unless all of the following conditions are satisfied: (A) the condition described in the preceding sentence giving rise to such Participant’s termination of employment must have arisen without such Participant’s consent; (B) such Participant must provide written notice to the Board of such condition within 90 days of the initial existence of the condition; (C) the condition specified in such notice must remain uncorrected for 30 days after receipt of such notice by the Board; and (D) the date of such Participant’s termination of employment must occur within 30 days after the lapse of the 30-day period specified in subclause (C) above.

(w) “Grant Date” means, with respect to a Participation Interest, the date upon which such Participation Interest is awarded.

(x) “IPO” means the initial public offering of equity interests of the Partnership on The New York Stock Exchange.

(y) “IPO Equity Value” means $2,901,197,124.00.

(z) “IPO Unit Value” means $21.00. Appropriate adjustments shall be made to the IPO Unit Value to give effect to any Unit splits, combinations or similar adjustments occurring after the date of the applicable Award Agreement and prior to the Equity Uplift Payment Date.

(aa) “JV” means Chesapeake Midstream Ventures, L.L.C. or any successor entity that is owned and controlled by the parties that control the JV as of the initial date of this Plan.

(bb) “Participant” means an employee of the Company, Chesapeake Midstream Management, L.L.C. or an Affiliate thereof who has been awarded a Participation Interest pursuant to Section 3.2.

(cc) “Participation Interest” means an interest awarded under the Plan to a Participant pursuant to an Award Agreement for the purpose of measuring the incentive compensation payable under the Plan to such Participant. A Participation Interest shall represent a contingent right to receive a specified Excess Return Percentage of the Excess Return and a specified Equity Uplift Value Percentage of the Equity Uplift Value, subject to the further terms and conditions of the Plan. A Participation Interest shall exist only for purposes of the Plan and

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matters related hereto. In no event shall any holder of a Participation Interest, by virtue of an award of such interest made under the Plan, have any (i) security or other interest in any assets of the Company, the Partnership or any Affiliate, (ii) right to receive any equity or other interest in the Company, the Partnership or any Affiliate, or (iii) rights as an equity or other interest holder in the Company, the Partnership or any Affiliate.

(dd) “Partnership” means Access Midstream Partners, L.P. (formerly known as Chesapeake Midstream Partners, L.P.) or any successor thereto.

(ee) “Plan” means the Access Midstream Partners GP, L.L.C. Management Incentive Compensation Plan, as amended from time to time.

(ff) “Plan Sponsor” means the Company or any entity that assumes sponsorship of the Plan and becomes liable for the payment of the awards granted under the Plan.

(gg) “Preferred Return” means, with respect to a fiscal quarter in a Fiscal Year: the product of (1) 1.5% and (2) the sum of (i) the Base Equity Value and (ii) the gross value of all Units issued by the Partnership after the Grant Date (or, in the case of Participation Interests granted in 2010, the closing date of the IPO) and prior to the record date for the distributions made with respect to the applicable fiscal quarter in such Fiscal Year. For this purpose, the gross value of the newly issued Units shall be calculated at the time of their issuance and shall be equal to the product of (i) the number of new Units then being issued and (ii) the Fair Market Value per Unit at the time of such issuance.

(hh) “Unit” means all units of the Partnership (other than Company units).

(ii) “Unit Value” means the average closing sales price per Unit for the 30 trading days immediately preceding the Equity Uplift Payment Date, as reported in The Wall Street Journal or such other reporting service approved by the Board, in its discretion. In the event that the price per Unit is not so reported, Unit Value means the fair market value of a Unit as determined in good faith by the Board. If, however, the Equity Uplift Payment Date is the date of a Change of Control, Unit Value shall be the Unit value paid by the acquirer on the date of the Change of Control.

2.2 Number and Gender. Wherever appropriate herein, words used in the singular shall be considered to include the plural, and words used in the plural shall be considered to include the singular. The masculine gender, where appearing in the Plan, shall be deemed to include the feminine gender.

2.3 Headings. The headings of Articles, Sections, and Paragraphs herein are included solely for convenience. If there is any conflict between such headings and the text of the Plan, the text shall control. All references to Articles, Sections, and Paragraphs are to the Plan unless otherwise indicated.

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2.4 Governing Law. Except to the extent federal law applies and preempts state law, the Plan shall be construed, enforced, and administered according to the laws of the State of Oklahoma, excluding any conflict-of-law rule or principle that might refer construction of the Plan to the laws of another state or country.

2.5 Severability. In case any provision of the Plan is determined by a court of competent jurisdiction to be illegal, invalid, or unenforceable for any reason, such illegal, invalid, or unenforceable provision shall not affect the remaining provisions of the Plan, and the Plan shall be construed and enforced as if such illegal, invalid, or unenforceable provision had not been included therein.

III. Eligibility; Awards of Participation Interests

3.1 Eligibility. Each key member of management of the Company, an Affiliate thereof, or, prior to January 1, 2013, Chesapeake Midstream Management, L.L.C., who performs work for the Company, the JV, the Partnership, a “subsidiary” of the Partnership, or, prior to January 1, 2013, Chesapeake Midstream Management, L.L.C., is eligible to be awarded a Participation Interest under the Plan.

3.2 Participation Interests. Participation Interests shall be entered into only with those eligible employees selected to be Participants in the discretion of the Board from time to time and at such times as the Board may determine. In connection with each Participation Interest, the Board shall determine (a) subject to the terms and conditions of the Plan and the related Award Agreement, the percentage of the Excess Return for a Fiscal Year (if any) and the Equity Uplift Value that the holder of such Participation Interest shall have the contingent right to receive, and (b) the other terms, provisions, conditions and limitations of such award. The terms and provisions of each award of a Participation Interest, as determined by the Board in its sole discretion, shall be set forth in an Award Agreement, which shall incorporate by reference, and be subject to, the terms and provisions of the Plan. Each Award Agreement shall contain such provisions not inconsistent with the Plan as the Board deems appropriate. The terms and provisions set forth in Award Agreements may vary among Participants.

IV. Determinations of Incentive Compensation Payments

4.1 Determination of Excess Return for a Fiscal Year. As soon as reasonably practical after the end of a Fiscal Year (but in no event later than 60 days following the last day of such Fiscal Year), the Board shall cause the amount of the Excess Return for that Fiscal Year, if any, to be determined.

4.2 Excess Return Payments. (a) Subject to Paragraph 4.2(c), as soon as reasonably practical after the amount of the Excess Returns for the fiscal quarters in a Fiscal Year have been determined by the Board, the Plan Sponsor shall pay to each Participant who then holds a Participation Interest for such Fiscal Year (or portion thereof) an amount equal to the sum of the following calculations for each of the four fiscal quarters for that Fiscal Year (or, in the event that a Participation Interest is granted after January 1 of a Fiscal Year, then only for the fiscal quarters of such Fiscal Year that end after the Grant Date); the product of (A x B) x C, where

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“A” is the amount of the Excess Return for that fiscal quarter, “B” is the Participant’s Excess Return Percentage applicable for that fiscal quarter (as adjusted by any applicable Dilution Adjustment), and “C” is the Annual Payment Percentage for that Fiscal Year. Once the Participant’s payment for a Fiscal Year is determined as provided in the foregoing sentence, such amount shall be paid to the Participant in each calendar year subsequent to that Fiscal Year until the sum of the Annual Payment Percentages for all payments made to the Participant with respect to that Fiscal Year equals 100%. Notwithstanding the foregoing however, except as provided below and in Paragraphs 4.2(b) and 4.3(b), upon a Participant’s termination of employment with the Company and its Affiliates for any reason whatsoever, such Participant automatically shall forfeit on such termination his or her Participation Interest and no payments shall thereafter be due or payable under the Plan to such Participant with respect to such forfeited Participation Interest. In the event a Participant who is proposed to be terminated is hired by the JV, the Company, the Partnership or any wholly-owned direct or indirect subsidiary of the Company or the Partnership, such Participant shall not be treated as having terminated his or her employment with the Company and its Affiliates on such “transfer” for purposes of this Section 4.2.

(b) If a Participant’s employment with the Company and its Affiliates is terminated (i) due to the Participant’s death or Disability, (ii) by the Company or an Affiliate other than for Cause, or (iii) by the Participant for a Good Reason, the Participant shall be paid, with respect to each fiscal quarter that has lapsed in full as of his or her date of termination, an amount equal to the sum of the following calculations for each of the lapsed fiscal quarters: the product of (A x B)—C, where “A” is the Excess Return for such fiscal quarter, “B” is the Participant’s Excess Return Percentage with respect to such fiscal quarter (as adjusted by any applicable Dilution Adjustment), and “C” is the sum of the amounts that have already been paid to the Participant pursuant to Paragraph 4.2(a) with respect to such lapsed fiscal quarter. Payment under this Paragraph 4.2(b) shall be made by the Plan Sponsor within 60 days of the Participant’s termination of employment and thereafter no further amounts shall be due and payable to such Participant pursuant to this Section 4.2.

(c) Notwithstanding anything in Paragraph 4.2(a) to the contrary, upon a Change of Control, or as soon as reasonably practical thereafter, but in no event later than 60 days following the Change of Control, the Plan Sponsor shall pay to each Participant who is an employee of the Company or an Affiliate on the date immediately preceding the date of the Change of Control an amount, with respect to each fiscal quarter that has lapsed in full prior to such Change of Control, equal to the sum of the following calculations for each of the lapsed fiscal quarters: the product of (A x B)—C, where “A” is the Excess Return for such fiscal quarter, “B” is the Participant’s Excess Return Percentage with respect to such fiscal quarter (as adjusted by any applicable Dilution Adjustment), and “C” is the sum of the amounts that have already been paid to the Participant pursuant to Paragraph 4.2(a) with respect to such lapsed fiscal quarter. Thereafter no further amounts shall be due and payable to such Participant pursuant to this Section 4.2.

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4.3 Equity Uplift Payments. (a) Subject to Paragraph 4.3(c), as soon as reasonably practical, but in no event later than 60 days, following the Equity Uplift Payment Date, the Plan Sponsor shall pay to each Participant an amount equal to the product of the Equity Uplift Value, if any, and the Participant’s Equity Uplift Value Percentage. Notwithstanding the foregoing however, except as otherwise provided below and in Paragraphs 4.3(b) and (c), upon a Participant’s termination of employment with the Company and its Affiliates for any reason whatsoever prior to the payment of the Participant’s percentage of the Equity Uplift Value, such Participant automatically shall forfeit his or her Participation Interest and no percentage of the Equity Uplift Value thereafter shall be due or payable to such Participant with respect to his or her forfeited Participation Interest. In the event a Participant who is proposed to be terminated is hired by the JV, the Company, the Partnership or any wholly-owned direct or indirect subsidiary of the Company or the Partnership, such Participant shall not be treated as having terminated his or her employment with the Company and its Affiliates on such “transfer” for purposes of this Section 4.3.

(b) Subject to Paragraph 4.3(c), if a Participant’s employment with the Company and its Affiliates is terminated (i) due to the Participant’s death or Disability, (ii) by the Company or an Affiliate other than for Cause, or (iii) by the Participant for a Good Reason, the Plan Sponsor shall pay such Participant, as soon as reasonably practical, but in no event later than 60 days, following the Equity Uplift Payment Date, an amount equal to A x B, where “A” is the Equity Uplift Value and “B” is the Participant’s Equity Uplift Value Percentage.

(c) Notwithstanding anything in Paragraphs 4.3(a) or (b) to the contrary, upon a Change of Control or as soon as reasonably practical thereafter, but in no event later than 60 days following the date of the Change of Control, (i) each Participant who is an employee of the Company or an Affiliate on the date immediately preceding the date of the Change of Control shall be paid by the Plan Sponsor an amount equal to the product of the Equity Uplift Value, if any, and the Participant’s Equity Uplift Value Percentage, and (ii) each Participant whose employment with the Company and its Affiliates terminated prior to the Change of Control due to the Participant’s death or Disability, by the Company or an Affiliate other than for Cause, or by the Participant for a Good Reason shall be paid by the Plan Sponsor an amount equal to the product of (x) the Equity Uplift Value, if any, and (y) the Participant’s Equity Uplift Value Percentage, multiplied by a fraction, the numerator of which is the number of full calendar months that have lapsed from the Award Commencement Date through the Participant’s termination of employment date, and the denominator of which is the number of full calendar months that have lapsed from the Award Commencement Date through the end of the calendar month preceding the date of the Change of Control. Thereafter no further amounts shall be payable to such Participant pursuant to this Section 4.3.

4.4 Payment Form. All payments required pursuant to this Plan shall be paid by the Plan Sponsor in the form of a single lump sum in cash; provided, however, in the discretion of the Board, all or any part of a Participant’s Equity Uplift Value payment may be paid in Units (the number of such Units being determined based on the value of a Unit on the Equity Uplift Payment Date).

4.5 No Termination Upon Employee Transfer. Notwithstanding anything contained herein, in no event shall a Participant be deemed to have experienced a termination of employment or services for purposes of the Plan if, in connection with the transfer of employees

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pursuant to the Employee Secondment Agreement, the Employee Transfer Agreement and the Transition Services Agreement (each as defined in that certain Unit Purchase Agreement, dated as of December 11, 2012, between the Partnership and Chesapeake Midstream Development, L.L.C.), such Participant’s employment with, and secondment by, Chesapeake Midstream Management, L.L.C. is terminated and the Participant is offered comparable employment by or is transferred to or otherwise becomes an employee of the Company and its Affiliates.

4.6 Board Discretion. Notwithstanding anything in Sections 4.2 or 4.3 to the contrary, the Board, in its discretion, may waive all or part of the automatic forfeiture provisions of the Plan whenever it deems such waiver to be appropriate. Any such actions by the Board with respect to a Participant shall not be binding on the Board with respect to any other Participant in a similar circumstance.

4.7 Attachment A Example. The example in Attachment A attached to the Plan showing how various calculations under the Plan are to be made with respect to a Participation Interest awarded in Fiscal Year 2010 is hereby made a part of this Plan for all purposes and such calculations shall control over any written descriptions of the same herein if such written descriptions are in conflict with such example, unless the Board, in its sole discretion, determines otherwise.

V. Administration

5.1 Powers and Duties. The Board (or its delegate) shall supervise the administration and enforcement of the Plan according to the terms and provisions hereof and shall have the full discretionary authority and all of the powers necessary to accomplish these purposes. Without limiting the generality of the foregoing, the Board shall have all of the powers and duties specified for it under the Plan, including the power, right, and authority: (a) to select eligible employees to receive Participation Interests under the Plan; (b) to determine all provisions, conditions, and terms relating to any Participation Interest, including, without limitation, determinations as to the percentages set forth therein and any dilution thereof; (c) from time to time to establish rules and procedures for the administration of the Plan, which are not inconsistent with the provisions of the Plan, and any such rules and procedures shall be effective as if included in the Plan; (d) to construe in its sole discretion all terms, provisions, conditions, and limitations of the Plan and any Award Agreement; (e) to correct any defect or to supply any omission or to reconcile any inconsistency that may appear in the Plan (including Attachment A) or an Award Agreement in such manner and to such extent as the Board shall deem appropriate; (f) to make a determination in its discretion as to the right of any person to a payment with respect to a Participation Interest and the amount of such payment; and (g) to make all other determinations necessary or advisable for the administration of the Plan.

5.2 Delegation of Authority. All decisions, determinations and actions to be made or taken by the Board pertaining to the Plan, an Award Agreement or a Participation Interest, and all determinations with respect to a Participant’s employment with the Company or an Affiliate or a termination of employment for purposes of the Plan, shall be made by the Board. All such decisions, determinations, and actions by the Board shall be final, binding and conclusive on all persons. The Board shall not be liable for any decision, determination or action taken or omitted to be taken in connection with the administration of the Plan. Furthermore, the Board in its discretion may delegate to one or more employees of the Company or an Affiliate all or some of its day-to-day ministerial duties and powers under the Plan.

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VI. Nature of Plan

The establishment of the Plan shall not be deemed to create a trust. The Plan shall constitute an unfunded, unsecured liability of the Plan Sponsor to make payments in accordance with the provisions of the Plan, and no individual shall have any security interest or other interest in any assets or equity interests of the Plan Sponsor or an Affiliate.

VII. Termination and Amendment

The Board may from time to time, in its discretion, amend, in whole or in part, any or all of the provisions of the Plan or terminate the Plan in whole or in part; provided, however, that the Plan may not be amended or terminated in a manner that would adversely impact any rights of any Participant under any Participation Interest held by such Participant that is outstanding as of the effective date of such Plan termination or amendment without the prior consent of such Participant. For the avoidance of doubt, the foregoing proviso shall not serve as a limitation on the Board’s ability to amend or terminate the Plan with respect to Participation Interests, if any, awarded following the effective date of such Plan termination or amendment or with respect to previously granted Participation Interests that are no longer outstanding as of such date. The Plan shall automatically terminate on a Change of Control, and a Participant’s rights with respect to payment pursuant to Sections 4.2 and 4.3 shall survive such termination.

VIII. Miscellaneous Provisions

8.1 No Effect on Employment Relationship. Nothing in the adoption of the Plan, the award of a Participation Interest or the payment of any amounts hereunder shall confer on any person the right to continued employment by the Company or any of its Affiliates, or affect in any way the right of the Company or any Affiliate to terminate such employment at any time for any reason.

8.2 Prohibition Against Assignment or Encumbrance. (a) No right or benefit hereunder shall be assignable or transferable, or liable for, or charged with any of the torts or obligations of a Participant or any person claiming under a Participant, or be subject to seizure by any creditor of a Participant or any person claiming under a Participant. Other than by will or the applicable laws of descent and distribution, no Participant or any person claiming under a Participant shall have the power to anticipate or dispose of any right or payment hereunder in any manner.

(b) Except as provided in Paragraph 8.2(a) above, neither the Plan nor any rights or obligations hereunder of the parties can be transferred or assigned without the written consent of the Board.

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8.3 Tax Treatment and Withholding. All payments under the Plan shall be treated by the Company and the Affiliates and the Participants as payments of compensation for services rendered and shall be reported by the Company and the Affiliates (as the case may be) to the relevant tax authorities as such. As a condition to the receipt of a payment under the Plan, each Participant irrevocably agrees to report such payment to the relevant tax authorities as a payment of compensation for services rendered. All payments made by the Company or an Affiliate as provided herein and shall be reduced by any amounts required to be withheld by the Company or the Affiliate under applicable local, state, federal or other tax law.

8.4 Section 409A. Contrary Plan or Award Agreement provisions notwithstanding, with respect to a Participant who is identified as a “specified employee” (within the meaning of Section 409A(a)(2)(B)(i) of the Code and as determined by the Company in accordance with any of the methods permitted under the regulations issued under Section 409A of the Code) and who is to receive a payment hereunder (which payment is not a “short-term deferral” or otherwise exempt from Section 409A of the Code) on account of such Participant’s “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Code), the payment to such Participant shall not be made prior to the earlier of (i) the date that is six months and one day after the Participant’s separation from service or (ii) the date of death of the Participant. In such event, any payment to which the Participant would have otherwise been entitled during the first six months following the Participant’s separation from service (or, if earlier, prior to the Participant’s date of death) shall be accumulated and paid in the form of a single lump sum payment to the Participant (without interest) on the date that is six months and one day after the Participant’s separation from service or to the Participant’s estate on the date of the Participant’s death, as applicable.

In addition, contrary Plan or Award Agreement provisions notwithstanding, the payment of any amount otherwise due under an Award Agreement or the Plan shall not be accelerated if such payment is subject to Section 409A of the Code, unless such acceleration complies with the requirements of Section 409A and the Treasury regulations thereunder so as to not be subject to the additional tax imposed by Section 409A.

8.5 JV Employs a Participant. If the JV or any of its Affiliates exercises its right pursuant to a Participant’s employment agreement, any amendment thereto or otherwise, to employ a Participant who is proposed to be terminated by the Company or an Affiliate, the JV agrees to reimburse the Plan Sponsor for payments made to such Participant under the Plan (if any) after the date the JV or its Affiliate employs such Participant. Such “transfer” of employment shall not be treated as a termination of employment for purposes of Sections 4.2 and 4.3.

8.6 Third Party Beneficiaries. The JV shall be a beneficiary of all of the terms and provisions of the Plan and is entitled to enforce all rights hereunder as a party hereto.

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EXECUTED this December 20, 2012.

ACCESS MIDSTREAM PARTNERS GP, L.L.C.
/s/ Regina Gregory
Name:	Regina Gregory
Title:	Vice President - Legal and General Counsel

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Attachment A

to the

Access Midstream Partners GP, L.L.C. Management Incentive Compensation Plan

IA. EXAMPLE OF ANNUAL EXCESS RETURN CALCULATIONS

WITHOUT ANY DILUTION ADJUSTMENTS

(dollar amounts, in millions)

		YEAR 2010			YEAR 2011			YEAR 2012			YEAR 2013			YEAR 2014
1.	Cash Distributions	$	200.0		$	220.0		$	240.0		$	260.0		$	280.0
2.	Preferred Return1		<147.0>			<147.0>			<147.0>			<147.0>			<147.0>
3.	Excess Return (1-2)	$	53.0		$	73.0		$	93.0		$	113.0		$	133.0
4.	Participant’s Excess Return Percentage		.10	%		.10	%		.10	%		.10	%		.10	%
5.	Participant’s Share of “Pool” (3 x 4)	$	0.053		$	0.073		$	0.093		$	0.113		$	0.133
6.	Annual Payment Percentages (across) and Years Payable (down)
	2010		.20			.20			.20			.20			.20
	2011					.25			.25			.25			.25
	2012								.333			.333			.333
	2013											.50			.50
	2014														1.0
7.	Amount Payable to Participant for a Fiscal Year (5 x 6)
	2010	$	0.011		$	0.011		$	0.011		$	0.011		$	0.011
	2011				$	0.018		$	0.018		$	0.018		$	0.018
	2012							$	0.031		$	0.031		$	0.031
	2013										$	0.057		$	0.057
	2014													$	0.133
	Total Amount Payable in a Fiscal Year (sum of item 7 amounts for that Fiscal Year)	$	0.011		$	0.029		$	0.060		$	0.116		$	0.249

¹  Assumes LP equity value at IPO of $2.450 billion.

IB. EXAMPLE OF ANNUAL EXCESS RETURN CALCULATIONS

WITH DILUTION ADJUSTMENTS

(dollar amounts, in millions)

The dilution adjustment assumes the following: (i) IPO Equity Value of $2.450 billion, (ii) 122.5 million LP units outstanding upon completion of IPO, and (iii) $220 million of units issued each year beginning in year 2011 and 149.4 million LP units outstanding at end of year 2014, resulting in a reduction of the Participant’s Excess Return Percentage from .10% to .082%. *

		YEAR 2010			YEAR 2011			YEAR 2012			YEAR 2013			YEAR 2014
1.	Cash Distributions	$	200.0		$	249.1		$	292.7		$	338.3		$	385.8
2.	Preferred Return		<147.0>			<159.9>			<172.9>			<185.8>			<198.7>
3.	Excess Return (1-2)	$	53.0		$	89.2		$	119.9		$	152.5		$	187.1
4.	Participant’s Excess Return Percentage*		.10	%		.094	%		.089	%		.085	%		.082	%
5.	Participant’s Share of “Pool” (3 x 4)	$	0.053		$	0.084		$	0.107		$	0.130		$	0.153
6.	Annual Payment Percentages (across) and Years Payable (down)
	2010		.20			.20			.20			.20			.20
	2011					.25			.25			.25			.25
	2012								.333			.333			.333
	2013											.50			.50
	2014														1.0
7.	Amount Payable to Participant for a Fiscal Year (5 x 6)
	2010	$	0.011		$	0.011		$	0.011		$	0.011		$	0.011
	2011				$	0.021		$	0.021		$	0.021		$	0.021
	2012							$	0.036		$	0.036		$	0.036
	2013										$	0.065		$	0.065
	2014													$	0.153
	Total Amount Payable in a Fiscal Year (sum of item 7 amounts for that Fiscal Year)	$	0.011		$	0.032		$	0.067		$	0.132		$	0.286

* The Preferred Return for a Fiscal Year and the Dilution Adjustment to a Participant’s Excess Return Percentage for a Fiscal Year are calculated by using the number of Units outstanding as of each of the record dates for the distributions made with respect to the fiscal quarters for that Fiscal Year.

IIA. EXAMPLE OF EQUITY UPLIFT CALCULATION FOR IPO IN 2010 AND NO DILUTION ADJUSTMENT

1. IPO date Unit Value	$20
2. Uplift Payment Date Unit Value	$32
3. Excess Uplift Value (2 – 1)	$12
4. Units Outstanding on Uplift Payment Date	122.5 million
5. Total Excess Uplift Value (3 x 4)	$1.470 billion
6. Participant’s Uplift Value Percentage	0.10%
7. Payment to Participant (5 x 6)	$1.470 million

IIB. EXAMPLE OF EQUITY UPLIFT CALCULATION FOR IPO IN 2010 WITH DILUTION ADJUSTMENT

The dilution adjustment assumes the following: (i) IPO Equity Value of $2.450 billion, (ii) 122.5 million LP units outstanding upon completion of IPO, and (iii) $220 million of units issued each year beginning in year 2011 and 149.4 million LP units outstanding at end of year 2014, resulting in a reduction of the Participant’s Uplift Value Percentage interest from ..10% to .082%.

1. IPO date Unit Value	$20
2. Uplift Payment Date Unit Value	$36.14
3. Excess Uplift Value (2 – 1)	$16.14
4. Units Outstanding on Uplift Payment Date	149.4 million
5. Total Excess Uplift Value (3 x 4)	$2.411 billion
6. Participant’s Uplift Value Percentage	0.082%
7. Payment to Participant (5 x 6)	$1.978 million

EX-10.6

Exhibit 10.6

AWARD AGREEMENT UNDER THE

ACCESS MIDSTREAM PARTNERS GP, L.L.C. MANAGEMENT INCENTIVE

COMPENSATION PLAN

This Award Agreement (“Agreement”) is entered into effective as of [            ] (the “Grant Date”) by and between Access Midstream Partners GP, L.L.C., a Delaware limited liability company (the “Company”), and [            ] (“Participant”).

To carry out the purposes of the Access Midstream Partners GP, L.L.C. Management Incentive Compensation Plan (the “Plan”), by awarding Participant a Participation Interest pursuant to the Plan, and in consideration of the agreements set forth or referred to herein and other good and valuable consideration, the Company and Participant hereby agree as follows:

1. Definitions: Capitalized terms used in this Agreement but not defined herein are defined in the Plan and are used herein with the meanings ascribed to them in the Plan.

2. Award of Participation Interest: Effective as of the date first written above, the Board hereby awards to Participant a Participation Interest that represents the contingent right of the Participant to receive, subject to the terms and conditions of the Plan and this Agreement, certain compensation payments under the Plan. This Agreement is subject to the terms, conditions, and provisions of the Plan, which is incorporated herein by reference and made a part of this Agreement for all purposes.

3. Principal Terms: Participant is hereby awarded the Participation Interest under the Plan by the Board on the following terms:

(a) Award Commencement Date: The Award Commencement Date shall be [            ].

(b) Base Equity Value: The Base Equity Value shall be [            ].

(c) Base Unit Value: The Base Unit Value shall be [            ].

(d) Excess Return Percentage: The Participant’s Excess Return Percentage for each fiscal quarter completed during the period commencing on the Award Commencement Date and ending on the day immediately prior to the fifth anniversary of the Award Commencement Date shall be [            ].

(e) Equity Uplift Value Percentage: The Participant’s Equity Uplift Value Percentage shall be [            ].

Notwithstanding the foregoing, the above percentages automatically shall be diluted (reduced) as provided in the Plan if and when additional Units are issued.

4. Arbitration: Any disputes, claims or controversies between the Plan Sponsor and Participant arising out of or related to the Plan or this Agreement shall be settled solely by arbitration as provided herein. All arbitration shall be in accordance with Rules of the American Arbitration Association, including discovery, and shall be undertaken pursuant to the Federal Arbitration Act. Arbitration will be held in Oklahoma City, Oklahoma unless the parties mutually agree to another location. The decision of the arbitrator will be enforceable in any court of competent jurisdiction.

5. Entire Agreement: This Agreement and the Plan constitute the entire agreement of the parties with regard to the subject matter hereof. By execution in the space provided below, Participant acknowledges that Participant has read and understands the Plan and this Agreement and the Plan and this Agreement set forth all of the terms of the agreement between the Company and Participant with respect to the subject matter thereof. Any statements, representations or affirmations (oral or written) made by the Company, an Affiliate of the Company or any of their agents prior to, or contemporaneously with, the execution of this Agreement are of no further force and effect whatsoever in determining the obligations of the Plan Sponsor under this Agreement and the Plan.

6. Modification: Except as provided in the Plan, any modification of this Agreement will be effective only if it is in writing and signed by each party whose rights hereunder are affected thereby.

7. Governing Law: This Agreement shall be governed by, and construed in accordance with, the laws of the State of Oklahoma, without regard to any conflicts of laws principles.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date below, effective for all purposes as of the day and year first written above.

ACCESS MIDSTREAM PARTNERS GP, L.L.C.

By:

Name:

Title:

Date:

PARTICIPANT

Name:

Date:

2

EX-10.7

Exhibit 10.7

FIRST AMENDMENT TO

AWARD AGREEMENT UNDER THE

CHESAPEAKE MIDSTREAM MANAGEMENT INCENTIVE COMPENSATION PLAN (NOW KNOWN AS THE ACCESS MIDSTREAM PARTNERS GP, L.L.C. MANAGEMENT INCENTIVE COMPENSATION PLAN)

This First Amendment to Award Agreement (this “Amendment”) is entered into effective as of December 20, 2012, by and between Access Midstream Partners GP, L.L.C. (the “Company”), and Robert S. Purgason (“Participant”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Plan and the Agreement (each as defined below).

RECITALS

WHEREAS, Participant was previously granted a Participation Interest under the Chesapeake Midstream Management Incentive Compensation Plan, now known as the Access Midstream Partners GP, L.L.C. Management Incentive Compensation Plan (the “Plan”), pursuant to that certain Award Agreement, dated as of January 1, 2010 (the “Agreement”), between Participant and Chesapeake Midstream Management, L.L.C., an Oklahoma limited liability company (“Chesapeake Midstream”);

WHEREAS, Chesapeake Midstream Development, L.L.C., an Oklahoma limited liability company (“Seller”), has sold its outstanding ownership interests in Chesapeake Midstream Operating, L.L.C., a Delaware limited liability company, to Access Midstream Partners L.P., a Delaware limited partnership (“the “Partnership,” and such sale, the “Transaction”), pursuant to that certain Unit Purchase Agreement, dated as of December 11, 2012, between Seller and the Partnership (the “Purchase Agreement”);

WHEREAS, in connection with the Transaction, pursuant to that certain Assumption Agreement, dated as of December 20, 2012, between the Company and Chesapeake Midstream, the Company, as the general partner of the Partnership, has assumed and agreed to sponsor the Plan, effective as of the Closing Date (as defined in the Purchase Agreement);

WHEREAS, pursuant to Section 6 of the Agreement, the Company and Participant may amend the Agreement; and

WHEREAS, in connection with the Transaction, the Company and Participant mutually desire to amend the Agreement as set forth in this Amendment.

NOW, THEREFORE, in consideration of the promises and mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Participant hereby agree as follows:

AMENDMENT

1. The following new Section 4 is hereby added to the Agreement, and Sections 4 through 7 of the Agreement are hereby renumbered as Sections 5 through 8, respectively:

“4. Nonrenewal of Employment Term: Solely for purposes of the Participation Interest awarded to Participant pursuant to this Agreement, in the event that Participant’s employment with the Company is terminated by reason of the nonextension or nonrenewal by the Company of Participant’s employment term, such termination shall constitute a termination of Participant’s employment by the Company without Cause.”

2. This Amendment shall be and hereby is incorporated into and forms a part of the Agreement.

3. Except as expressly provided herein, all terms and conditions of the Agreement shall remain in full force and effect.

[Signature Page Follows]

2

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first set forth above.

ACCESS MIDSTREAM PARTNERS GP, L.L.C.
By:	/s/ Regina L. Gregory
Name:	Regina Gregory
Title:	Vice President – Legal and General Counsel
PARTICIPANT
/s/ Robert S. Purgason
Name:	Robert S. Purgason

3

EX-10.8

Exhibit 10.8

ACCESS MIDSTREAM PARTNERS GP, L.L.C.

EMPLOYEE SEVERANCE PROGRAM

1. Purpose of the Program This Access Midstream Partners GP, L.L.C. “Employee Severance Program” is established by Access Midstream Partners GP, L.L.C. for the purpose of providing certain benefits to Eligible Employees who are being separated from employment following the Effective Date in circumstances that make them eligible for benefits under this Program.

2. Definitions:

a. Administrator means the Committee.

b. Base Salary means an Eligible Employee’s regular salary or wage, excluding any overtime pay, bonuses or other types of compensation paid in addition to the base salary or base wage, calculated on weekly basis as of the termination date.

c. COBRA Supplement means the benefit the Company will provide under this Program to an Eligible Employee who becomes a Participant in connection with the Eligible Employee’s continued group health coverage pursuant to COBRA. To the extent permitted by applicable law, the COBRA Supplement will be in the form of payment by the Company of the COBRA premium for the Eligible Employee who becomes a Participant for a specified number of weeks based on criteria described below (or such other basis as the Company designates, in its sole and absolute discretion), provided the Participant continues to be entitled to COBRA for that entire period of time. Alternatively, at the Company’s sole option and discretion, the COBRA Supplement may be in the form of a lump sum payment the Participant receives from the Company that is equal to the amount the Participant would be required to pay in premiums for COBRA coverage for the same number of weeks as are specified for the Eligible Employee based on the criteria described below (or such other basis as the Company designates, in its sole and absolute discretion). The lump sum payment will be reduced by all income tax and other payroll taxes required by applicable laws and regulations. No provision of this Program will affect the continuation coverage rules under COBRA, except that the COBRA Supplement payment, if any, of applicable insurance premiums will be credited, pursuant to the fixed schedule for payment of COBRA premiums, as payment by the Eligible Employee for purposes of the Eligible Employee’s payment required under COBRA. Therefore, the period during which an Eligible Employee may elect to continue the Company’s health, dental, or vision plan coverage at his or her own expense under COBRA, the length of time during which COBRA coverage will be made available to the Eligible Employee, and all other rights and obligations of the Eligible Employee under COBRA (except the COBRA Supplement) will be applied in the same manner that such rules would apply in the absence of this Program.

d. Code means the Internal Revenue Code of 1986, as amended.

e. Committee means the Company’s Employee Compensation and Benefits Committee.

f. Company means Access Midstream Partners, GP, L.L.C. and/or any of its affiliates or subsidiaries and any successors to those entities which employ Eligible Employees.

g. Effective Date means January 1, 2013.

h. Election Period means the period (i) commencing on the date an Eligible Employee first has in his/her possession all of the following documents: (i) his/her Severance Agreement; (ii) his/her General Release; and (iii) the OWBPA Materials; and (ii) ending forty-five (45) days after that date. A copy of the Severance Agreement is attached as Exhibit “A.” Copies of the General Release are attached as Exhibits “B” and “B-1.” A copy of the OWBPA Materials are attached as Exhibit “C.”

i. Eligible Employee means an individual who is not covered by another plan, program, agreement or arrangement providing severance payments or benefits. Any and all other employment or severance agreements entered into by and between an employee of the Company and Chesapeake Energy Corporation (or any of its related entities) are null and void and have been replaced with Individual Employment Agreements between the employee and the Company (“IEA”). Employees who are subject to the terms of an IEA are eligible to receive the Severance Benefits under the Program only to the extent that the applicable IEA does not provide the employee with the same type of severance benefits (i.e., healthcare/COBRA payment or reimbursement, outplacement benefits, equity award acceleration). Additionally, employees who are subject to the terms of an IEA are eligible to receive the Severance Payment under the Program only to the extent that the Severance Payment under the Program is greater than the cash severance payments provided by the IEA. Additionally, to be an Eligible Employee an individual must: (i) as of his/her last date of employment with the Company, be classified as a full-time regular employee of and working directly for the Company (and not a “temporary,” “seconded” or “leased” employee) who, (ii) not engage in Unauthorized Communication at any time either before or after his/her termination from employment, (iii) continue to be employed by the Company until released by the Company and (iv) be terminated from employment by the Company under the circumstances described in Section 4.2. In addition, an individual shall not be an Eligible Employee if he/she is offered and declines a transfer to a position with an equal or higher Base Salary elsewhere within the Company or an affiliated entity.

j. ERISA means the Employee Retirement Income Security Act of 1974, as amended.

k. Fiduciary/Named Fiduciary means the Committee.

l. General Release means the general release attached hereto as Exhibit “B” or “B-1.”

m. Good Cause Termination means an involuntary termination of employment of an otherwise Eligible Employee for the employee’s breach of any of the Company’s policies and procedures regarding job performance and behavioral expectations outlined in the Company’s Employee Handbook or related materials.

n. Outplacement Assistance Benefit means a payment by the Company to a third- party vendor selected by the Company for an outplacement program to assist an Eligible Employee in obtaining future employment.

o. OWBPA Materials means a description of an Eligible Employee’s Decisional/Organizational Unit, the criteria used to determine which employees in that Decisional/Organizational Unit were and were not selected for the Program and information about the positions and ages of the employees in an Eligible Employee’s Decisional/Organizational Unit who were and were not selected for the Program.

p. Participant means an Eligible Employee who becomes entitled to a Severance Payment and/or Severance Benefits under this Program by signing a Severance Agreement and General Release and who is not subsequently disqualified for the Severance Payment and/or Severance Benefits pursuant to the Program’s terms and/or the terms of the Severance Agreement and General Release.

q. Severance Agreement means the agreement attached hereto as Exhibit “A.”

r. Severance Benefits means the benefits in addition to the Severance Payment an Eligible Employee who becomes a Participant will receive under this Program, which includes the COBRA Supplement, the Outplacement Assistance Benefit and the Equity Acceleration Benefit and any other benefits provided by the Company in connection with this Program. As explained in Section 2(i) above, Eligible Employees who are subject to the terms of an IEA may only receive the Severance Benefits only to the extent that the IEA does not provide for the same type of severance benefits. For the avoidance of doubt, if the IEA provides for the same type of severance benefits (i.e., healthcare/COBRA payment or reimbursement, outplacement benefits, equity award acceleration) as the Severance Benefits under the Program, the Eligible Employee will only be eligible to receive the Severance Payment under the Program (subject to Sections 2(i) and 2(s) hereof).

s. Severance Payment means the lump sum payment an Eligible Employee who becomes a Participant will receive under this Program. As explained in Section 2(i) above, Eligible Employees who are subject to the terms of an IEA may only receive the Severance Payment to the extent that the Severance Payment under the Program is greater than the cash severance payments provided by the IEA. For the avoidance of doubt, if the amount of cash severance payments provided for by the IEA are equal to or are in excess of those provided by the Program, the Eligible Employee will only be eligible to receive the Severance Benefits under the Program (subject to Sections 2(i) and 2(r) above).

t. Equity Acceleration Benefit means the acceleration of vesting by the Company for an Eligible Employee who becomes a Participant of one hundred percent (100%) of the Participant’s outstanding awards of restricted units in Access Midstream Partners, L.P. to the extent such accelerations are permitted by the terms of the applicable plan and subject to any restrictions under the Code or other applicable laws or regulations. This provision specifically excludes any awards granted to the Eligible Employee under the Chesapeake Midstream Management Incentive Compensation Plan.

u. Termination Date means the date on which the Company releases an Eligible Employee from employment or such later effective date of termination from employment as the Company may designate.

v. Unauthorized Communication means disclosure, dissemination or duplication of the Program, the Severance Agreement and/or the General Release by an Eligible Employee to disinterested third parties or to the media. Unauthorized Communication specifically does not include discussion by an Eligible Employee of the terms of the Program, the Severance Agreement and/or the General Release with his/her immediate family, his/her legal counsel or accountant, the Equal Employment Opportunity Commission (or a similar fair employment practices agency of the Eligible Employee’s State of residence or employment) or other similarly situated employees.

3. Eligibility.

3.1 Participation. Each Eligible Employee will be eligible to be a Participant under the Program as of the Effective Date or the date upon which his/her employment with the Company commences, whichever is later.

3.2 Duration of Participation. An Eligible Employee will cease to be potentially eligible to be a Participant under the Program when the Eligible Employee ceases to work in the Decisional/Organizational Unit, unless at that time such

Eligible Employee is terminated from employment under conditions that entitle him/her to receive a Severance Payment and/or Severance Benefits under Section 4.2 below. Except as provided in Section 4.1(a) below, an Eligible Employee entitled to receive a Severance Payment and/or Severance Benefits will remain an Eligible Employee under the Program until his/her full Severance Payment and/or Severance Benefits have been received by the Eligible Employee.

4. Separation Benefits.

4.1 Right to Separation Benefits. An Eligible Employee will be entitled to receive from the Company the Severance Payment and/or the Severance Benefits provided in Section 4.3 if the Eligible Employee’s employment by the Company terminates as specified in Section 4.2, provided the Eligible Employee: (i) timely signs and delivers to the Company a Severance Agreement; (ii) timely signs and delivers to the Company a General Release and does not thereafter attempt to revoke the General Release (i.e. the General Release must be signed within 45 days of the termination of the Eligible Employee and not revoked within the following 7 days); (iii) does not engage in Unauthorized Communication at any time either before or after his/her termination from employment; (iv) returns any Company property within the Eligible Employee’s possession or control, continues to cooperate in providing information necessary for transition and maintenance of the Company’s ongoing business and complies with all his/her obligations under the Severance Agreement and the General Release or any other ongoing obligation to the Company, including any restrictions on future activities, statements regarding the Company or disclosure of the Company’s confidential and proprietary information; and (v) has not previously committed that he/she will accept a transfer offer within the Company and thereafter, without the written consent of the Company (which the Company may in its sole and absolute discretion grant or withhold), refuses to honor such commitment. If all of these conditions are met, payment must be provided to the Eligible Employee on the sixtieth day after termination, provided that the Eligible Employee has signed a General Release no later than forty five (45) days after its receipt, and has not revoked the execution of the Agreement within seven (7) days thereafter). Notwithstanding anything in this Section 4.1, an Eligible Employee who is initially eligible for a Severance Payment and/or Severance Benefits will become ineligible upon the occurrence of any of the events described in Section 4.1(a) below.

4.1(a) Subsequent Disqualifying Events. An Eligible Employee who is initially eligible for a Severance Payment and/or Severance Benefits under Section 4.1 will become ineligible for any Severance Payment and/or Severance Benefits and the Eligible Employee’s receipt of a Severance Payment and/or Severance Benefits will cease immediately, or as applicable, the Eligible

Employee will become immediately obligated to repay the Severance Payment and, to the extent permitted by the terms of the applicable plan and subject to any restrictions under the Code or other applicable laws or regulations, to reimburse the Company for the full value of any and all of the Severance Benefits if the Eligible Employee (i) is rehired by the Company within a time period following the Eligible Employee’s Termination Date that is equal to or less than the number of weeks of Base Salary the Eligible Employee received as his/her Severance Payment or (ii) breaches any of his/her obligations under the Severance Agreement or General Release or any other ongoing obligation to the Company (including ongoing obligations in an Eligible Employee’s individual employment agreement, if any) or (iii) attempts to revoke, repudiate or rescind the General Release at any time in the future (collectively, the “Subsequent Disqualifying Events”).

4.2 Termination of Employment.

(a) Terminations Which Give Rise to a Severance Payment and/or Severance Benefits Under This Program. An Eligible Employee will become entitled to a Severance Payment and/or Severance Benefits in accordance with Sections 4.1 and 4.1(a) above, and Section 4.3 below, if the Eligible Employee’s position is eliminated by the Company on or after the Effective Date, and the Eligible Employee is involuntarily terminated by the Company as a result of such job elimination.

(b) Terminations Which Do Not Give Rise to a Severance Payment and/or Severance Benefits Under This Program. An Eligible Employee will not be entitled to a Severance Payment or Severance Benefits if: (i) the Eligible Employee terminates his/her employment after the Effective Date through voluntary separation or death; or (ii) the Eligible Employee is involuntarily terminated by the Company after the Effective Date for reasons that amount to a “Good Cause Termination” as defined above.

4.3 Severance Payment and Severance Benefits.

(a) Severance Payment and Severance Benefits. Subject to Subsection (d) and Section 4.4 below, if an Eligible Employee’s employment is terminated under circumstances entitling him/her to separation benefits as provided in Sections 4.1 and 4.2 and remains eligible for a Severance Payment as provided in Section 4.1(a) above, the Company will pay the Severance Payment and provide or pay the COBRA Supplement described in Subsections (b) and (c) below and provide the other Severance Benefits. Provided that if the Eligible Employee has an individual, written employment agreement under which the

Eligible Employee would receive a greater amount in severance pay in connection with a termination from employment, other than a Good Cause Termination, the Eligible Employee shall be paid the designated amount of severance pay under his/her employment agreement in lieu of (and not in addition to) a Severance Payment under the Program. The Severance Payment shall be paid as provided in the Severance Agreement, provided that payment must be provided to the Eligible Employee on the sixtieth day after termination, provided that the Eligible Employee has signed a General Release no later than forty five (45) days after termination, and has not revoked the execution of the Agreement within seven (7) days thereafter). Severance Benefits in the nature of expense reimbursements, in-kind benefits or similar payments are intended to meet the requirements for a fixed schedule of payment under Treas. Reg. § 1.409A-3(i)(1)(iv) or otherwise be exempt from the application of Section 409A of the Code, and this Program will be construed and applied accordingly. To the extent required to comply with Section 409A of the Code, any reimbursement, in-kind benefit or other such payment shall be subject to the following: (i) the expense which is subject to reimbursement or other payment must be incurred during the number of weeks specified in 4.3(c) for the applicable length of a COBRA Supplement; (ii) any expense eligible for reimbursement in one taxable year shall not affect the expenses eligible for reimbursement or payment in any other taxable year; (iii) reimbursement or other payment must be made by December 31st of the calendar year after the calendar year in which the expense is incurred by the Eligible Employee; and (iv) any right of the Eligible Employee to receive reimbursements of any such expenses or in-kind benefits is not subject to liquidation or exchange for any other benefit.

(b) Amount of Severance Payment. Unless the Company, in its absolute and sole discretion, designates an Eligible Employee to receive a Severance Payment on a basis other than the criteria listed below, the amount of the Severance Payment an Eligible Employee will receive will be as follows:

(i) The Severance Payment for an Eligible Employee who holds the position of Director or Senior Director will be an amount equal to Twenty Six (26) weeks of the Eligible Employee’s Base Salary, less all applicable state. local and federal withholdings.

(ii) The Severance Payment for all Eligible Employees who hold any position with the Company other than Director or Senior Director will be equal to eight (8) weeks of the Eligible Employee’s Base Salary, less all applicable state, local and federal withholdings.

(c) Length or Amount of COBRA Supplement. Unless the Company, in its absolute and sole discretion, designates an Eligible Employee to receive a COBRA Supplement on a basis other than the criteria described below the amount of the COBRA Supplement an Eligible Employee will receive will be as follows:

(i) The COBRA Supplement for an Eligible Employee holding the position of Director or Senior Director will be for or in an amount equal to Twenty Six (26) weeks of COBRA benefit coverage or a lump sum equivalent to the premiums (at the time of termination) for such coverage.

(ii) The COBRA Supplement for an Eligible Employee holding any other position with the Company other than Director or Senior Director will be for or in an amount equal to eight(8) weeks of COBRA benefit coverage or a lump sum equivalent to the premiums (at the time of termination) for such coverage.

(d) WARN Benefits. Under certain circumstances, the Company may, in its absolute and sole discretion, make voluntary and unconditional payments related to salary and/or provide continued benefits to an Eligible Employee when he/she suffers an employment loss as a result of a “mass layoff” or a “plant closing” covered by the federal Worker Adjustment and Retraining Notification Act (the “WARN Benefits”). If an Eligible Employee receives WARN Benefits, the number of weeks of Base Salary as a Severance Payment and/or the number of weeks of COBRA Supplement he/she may be entitled to receive may, in the Company’s discretion, and to the extent allowed for by federal and state law, be reduced by the number of weeks of WARN Benefits the Eligible Employee receives.

5. Other Benefits. Except as indicated above in Sections 2(j) (fn. 1) and 4.3 with respect to separation payments under an Eligible Employee’s individual, written employment agreement, if any, the Severance Payment and/or the Severance Benefits described in Section 4.3 above will be payable in addition to ,and not in lieu of, all other earned but deferred compensation and all other accrued, vested or earned rights or benefits which are owed to an Eligible Employee following termination, including but not limited to accrued but unused paid time off, amounts or benefits payable under any bonus or other compensation plans, life insurance plans, health plans, disability plans or similar plans, but no other benefits will be paid to such Eligible Employee as a payment due to severance or termination of employment of the Eligible Employee unless payable under any retirement plan qualified under Section 401(a) of the Code which may be sponsored by the Company or as otherwise required by law; provided, the Company reserves the absolute right not to pay any payment under this Program.

6. Program Sponsor. The Program sponsor is the Company, 525 Central Park Drive, Oklahoma City, OK 73105, telephone (405) 935-3901. EIN: 27-1757611; Plan Number 503.

7. Administrator and Named Fiduciary. The Administrator has the authority to interpret the Program, manage its operation and determine all questions arising in the administration, interpretation and application of the Program. Access Midstream Partners, GP, L.L.C. is designated the “named fiduciary.” The Administrator will be contacted c/o Cheri Shepard, Access Midstream Partners, GP, L.L.C., 525 S. Central Park Drive, Oklahoma City, OK 73105, telephone Office: (405) 935-3901.

8. Agent for Service of Process. The agent for service of legal process is General Counsel Regina Gregory Access Midstream Partners, GP, L.L.C., 525 S. Central Park Drive, Oklahoma City, OK 73105.

9. Program Year, Payment of Program Benefits. The Program Year for purposes of maintaining the Program’s fiscal record will be January 1 through December 31. All benefits under the Program shall be paid by the Company. The Program is unfunded, and benefits hereunder will be paid only from the general assets of the Company.

10. Program Amendment and Termination. The Company reserves the right to amend, modify, or terminate the Program or any benefit provided under this Program at any time and from time to time to any extent that it may deem advisable. Any such amendment or modification will be set out in writing executed by the Chief Executive Officer of Access Midstream Partners, GP, L.L.C., or the Chairman of the Committee, or Regina Gregory (or any successor in the position or functions of General Counsel) as the Committee’s designee, or such other designee as the Committee may identify and filed with the Administrator. Upon filing with the Administrator, such amendment or modification to the Program will be deemed to have been amended or modified in the manner and to the extent and effective as of the date therein set forth, and thereupon any and all Eligible Employees, whether they will have become such prior to the amendment or modification, will be bound thereby. Notwithstanding anything herein to the contrary, the Program may be amended in such manner as may be required at any time to make it conform to the requirements of the Code, or of ERISA ,or of any amendment thereto, or of any regulations or rulings issued pursuant thereto.

11. Claims Procedure

11.1 How to Submit a Claim. In order to claim benefits under this Program, the claimant must be an Eligible Employee. A written claim must be filed within ninety (90) days of the date upon which the claimant first knew( or should have known) of the facts upon which the claim is based, unless the Committee in writing consents otherwise. The procedures in this Section will apply to all claims that any person has with respect to the Program, including claims against fiduciaries and former fiduciaries, except to the extent the Committee determines, in its sole discretion that it does not have the power to grant, in substance, all relief reasonably being sought by the claimant.

11.2 Denial of Claims. If a person has made a claim for benefits under this Program and any portion of the claim is denied, the Committee will furnish the claimant with a written notice stating the specific reasons for the denial, including specific reference to any pertinent Program provisions upon which the denial was based, a description of any additional information or material necessary to perfect the claim and an explanation of why such information or material is necessary, and appropriate information concerning steps to take if the claimant wishes to submit the claim for review.

The Committee must approve or deny the claim in writing within sixty (60) days after receipt of the claim, plus any extension of time for processing the claim, not to exceed one hundred twenty (120) additional days, as special circumstances require. To obtain an extension, the Committee must advise the claimant in writing during the initial sixty (60) days if an extension is necessary, stating the special circumstances requiring the extension and the date by which the claimant can expect the Committee’s decision regarding the claim.

11.3 Review Procedures. Within sixty (60) days after the date of written notice denying any claim, a claimant or an authorized representative may write to the Committee requesting a review of that decision. The request for review may contain such issues and comments as the claimant or an authorized representative may wish considered in the review. The claimant or an authorized representative may also review pertinent (non-privileged) documents in the Committee’s possession. The Committee will make a final determination with respect to the claim within sixty (60) days after a review is requested. The Committee will advise the claimant of the determination in writing and will set forth the specific reasons for the determination and the specific references to any pertinent Program provisions upon which the determination is based. The decision rendered upon reconsideration of the claim will be final and binding on all interested parties.

11.4 Claims Rules and Procedures. The Administrator will establish rules and procedures, consistent with the Program and with ERISA, as necessary and appropriate in carrying out its responsibilities in reviewing benefit claims. The Administrator may require an applicant who wishes to submit additional information in connection with an appeal from the denial of benefits to do so at the applicant’s own expense.

11.5 Exhaustion of Remedies. No legal action for benefits under the Program may be brought until the claimant (i) has submitted a written application for benefits in accordance with the procedures described by Section 11.1 above, (ii) has been notified by the Administrator that the application is denied, (iii) has filed a written request for a review of the application in accordance with the appeal procedure described in Section 11.3 above, and (iv) has been notified that the Administrator has denied the appeal. Notwithstanding the foregoing, if the Administrator does not respond to a Participant’s claim or appeal within the relevant time limits specified in this Section 11, the Participant may bring legal action for benefits under the Plan pursuant to Section 502(a) of ERISA.

11.6 Rules and Decisions. The Committee may adopt such rules as it deems necessary, desirable ,or appropriate. All rules and decisions of the Committee will be uniformly and consistently applied to all Eligible Employees in similar circumstances. All decisions of the Committee will be final and conclusive and may be made in the Committee’s sole and absolute discretion. When making a determination or calculation, the Committee will be entitled to rely upon information furnished by an Eligible Employee, the Company or the legal counsel of the Company.

11.7 Other Committee Powers and Duties. The Committee will have such duties and powers as may be necessary to discharge its duties hereunder, including, but not by way of limitation, the following:

(a) to construe and interpret the Program and resolve any ambiguities with respect to any of the terms and provisions thereof as written and as applied to the operation of the Program; and

(b) to decide all questions of eligibility and determine the amount, manner and time of payment of any benefits hereunder.

12. Validity and Severability. The invalidity or unenforceability of any provision of the Program will not affect the validity or enforceability of any other provision of the Program, which will remain in full force and effect, and any prohibition or unenforceability in any jurisdiction, will not invalidate or render unenforceable such provision in any other jurisdiction.

13. Section Titles and Headings. The titles and headings at the beginning of each Section will not be considered in construing the meaning of any provision in this Program.

14. Controlling Law. The Program will be interpreted under the laws of the State of Oklahoma, except to the extent that federal law preempts state law.

15. The Program Document. This document constitutes the Program document and the Summary Plan Description. In the event of any inconsistency between any communication regarding the Program and the Program document itself, the Program document controls.

16. Internal Revenue Code Section 409A Matters.

16.1 Exemption. It is intended that the payments and benefits under the Program will be exempt from Code Section 409A to the extent provided in an applicable exemption or other provision of Code Section 409A and the Treasury Regulations, including without limitation Treasury Regulation Section 1.409A-1(h), and any other guidance issued thereunder.

16.2 Specified Employees. In general, Code Section 409A prohibits certain payments of nonqualified deferred compensation (within the meaning of Code Section 409A) to “specified employees” (generally defined as an officer of the Company and its affiliates who is one of the top 50 highest paid employees as determined by the Company) within 6 months following the Specified Employee’s “separation from service” (within the meaning of Code Section 409A). This rule does not apply to amounts which are exempt from the requirements of Code Section 409A. To comply with this rule and notwithstanding any other provision of the Program to the contrary, if any payment or benefit under the Program is subject to Code Section 409A, and if such payment or benefit is to be paid or provided on account of the Eligible Employee’s “separation from service” (within the meaning of Code Section 409A) and if the employee is a “specified employee” (within the meaning of Code Section 409A(a)(2)(B)) and if paying or providing any such payment or benefit to such Eligible Employee would constitute a prohibited distribution under Code Section 409A(a)(2)(B)(i), then such payment or benefit will be delayed until the first day of the seventh month following such Eligible Employee’s separation from service (within the meaning of Code Section 409A) and will at that time be paid in a lump sum (or, in the case of a non-cash benefit, will be provided in a manner that is consistent with Code Section 409A). Any amount that would have otherwise been paid or provided during the six-month period immediately following an Eligible Employee’s separation from service will be paid on the first business day of the seventh month following such separation from service, or, if earlier, the date of the Eligible Employee’s death.

16.3 Statement of Intent. To the fullest extent permitted under Code Section 409A, payments and other benefits payable under the Program are intended to be exempt from the definition of “nonqualified deferred compensation” under Code Section 409A in accordance with one or more exemptions available under the final Treasury regulations promulgated under Code Section 409A. This Program will be interpreted and administered to the extent possible in a manner consistent with the foregoing statement of intent. Notwithstanding any provision of the Program to the contrary, to the extent that any such amount or benefit is or becomes subject to Code Section 409A, the Plan is intended to comply with the applicable requirements of Code Section 409A with respect to those amounts or benefits so as to avoid the imposition of taxes and penalties, and the Company may adopt such amendments to this Program and/or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions necessary or appropriate to avoid the imposition of taxes under Code Section 409A, including,

without limitation, actions intended to (i) exempt the compensation and benefits payable under this Program from Code Section 409A and/or (ii) comply with the requirements of Code Section 409A. In no event whatsoever will the Company or any of its affiliates be liable for any tax, interest or penalty that may be imposed by Code Section 409A or any damages for failing to comply with Code Section 409A.

Executed this 20 day of December, 2012 to be effective January 1, 2013.

ACCESS MIDSTREAM PARTNERS

GP, L.L.C., an Oklahoma Corporation

    /s/ J. Mike Stice

J. Mike Stice, Chief Executive Officer

STATEMENT OF ERISA RIGHTS

(Employee Retirement Income Security Act of 1974 (ERISA) Rights)

Participants in this Program (which is a welfare benefit plan sponsored by Access Midstream Partners GP, L.L.C. ) are entitled to certain rights and protections under ERISA. If you are an Eligible Employee, you are considered a participant in the Program and, under ERISA, you are entitled to:

Receive Information About Your Plan and Benefits

1. Examine, without charge, at the Administrator’s office and at other specified locations, such as worksites, all documents governing the Program and a copy of the latest annual report (Form 5500 Series) filed by the Program with the U.S. Department of Labor and available at the Public Disclosure Room of the Employee Benefits Security Administration;

2. Obtain, upon written request to the Administrator, copies of documents governing the operation of the Program and copies of the latest annual report (Form 5500 Series) and updated Summary Plan Description. The Administrator may make a reasonable charge for the copies; and

3. Receive a summary of the Program’s annual financial report. The Administrator is required by law to furnish each participant with a copy of this summary annual report.

Prudent Actions by Plan Fiduciaries

In addition to creating rights for Program participants, ERISA imposes duties upon the people who are responsible for the operation of the employee benefit plan. The people who operate the Program, called “fiduciaries” of the Program, have a duty to do so prudently and in the interest of you and other Program participants and beneficiaries. No one, including your employer, your union or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a Program benefit or exercising your rights under ERISA.

Enforce Your Rights

If your claim for a Program benefit is denied or ignored, in whole or in part, you have a right to know why this was done, to obtain copies of documents relating to the decision without charge, and to appeal any denial, all within certain time schedules.

Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request a copy of Program documents or the latest annual report from the Program and do not receive them within 30 days, you may file suit in a Federal court. In such a case, the court may require the Administrator to provide the materials and pay you up to $110 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the Administrator.

If you have a claim for benefits which is denied or ignored, in whole or in part, you may file suit in a state or Federal court. In addition, if you disagree with the Program’s decision or lack thereof concerning the qualified status of a domestic relations order or a medical child support order, you may file suit in Federal court.

If it should happen that Program fiduciaries misuse the Program’s money, or if you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a Federal court. The court will decide who should pay court costs and legal fees. If you are successful, the court may order the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds your claim is frivolous.

Assistance with Your Questions

If you have any questions about the Program, you should contact the Administrator. If you have any questions about this statement or about your rights under ERISA, or if you need assistance in obtaining documents from the Administrator, you should contact the nearest office of the Employee Benefits Security Administration, U.S. Department of Labor, listed in your telephone directory or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue N.W., Washington, D.C. 20210. You may also obtain certain publications about your rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration.