OREANDA-NEWS.   Williams (NYSE: WMB), Corvex Management LP ("Corvex") and Soroban Capital Partners LLC ("Soroban") today announced that they have reached a mutual agreement under which, subject to the terms and conditions of the agreement, Eric Mandelblatt, Managing Partner of Soroban, will be promptly appointed to the Williams Board of Directors, and Keith Meister, Managing Partner of Corvex, or, at Mr. Meister's option a mutually-agreeable industry expert, will be appointed to the Williams Board of Directors at the regularly scheduled November 2014 board meeting.

The Williams Board will nominate Mr. Mandelblatt to stand for election at the 2014 Annual Meeting of Stockholders and will nominate both Mr. Mandelblatt and Mr. Meister, or, at Mr. Meister's option a mutually-agreeable industry expert, to stand for election at the 2015 Annual Meeting of Stockholders.

Corvex and Soroban have agreed to a customary standstill provision and certain individual and aggregate minimum share ownership requirements. In addition, Corvex and Soroban have agreed not to solicit proxies in connection with the 2014 Annual Meeting or any other annual meeting while their designees are on the Williams Board, and to vote their shares in support of all of the Board's director nominees at those meetings.

Frank T. MacInnis, Chairman of the Williams Board of Directors, said: "Williams has a longstanding policy of open communications with its shareholders and welcomes input toward our goal of enhancing value. Williams, Corvex and Soroban have engaged in numerous discussions related to the company's strategic plan to drive continued value creation, and we are pleased to have reached this agreement."

Alan Armstrong, President and Chief Executive Officer, said: "Creating stockholder value is the top priority of the Williams Board. To that end, we appreciate the confidence that Corvex and Soroban have demonstrated in Williams via their substantial investments. We look forward to working with them as we continue to execute our short and long-term plans and create sustainable stockholder value."

"I am delighted to join the Board of Williams, a company I have followed closely for the past 16 years," said Mr. Mandelblatt. "This is an exciting time in the midstream energy industry in North America and we believe Williams has among the industry's best assets with which to realize the significant growth opportunities that lie ahead. We believe Williams is uniquely positioned to continue its high rate of dividend growth through the end of the decade driven by its high quality existing assets and recent investments made in strategic areas where the cash flow growth is poised to positively inflect in coming years. We look forward to working with Alan, the Board and management to capture the full scale of this once in a generation opportunity."

Mr. Meister said, "We collectively have over USD 2.5 billion invested in Williams reflecting what we believe is a truly special investment opportunity. Williams is a strong company with an attractive strategic position in an industry with powerful growth tailwinds. We believe the Company presents tremendous opportunities for future value creation under Alan's leadership. Like Eric, we look forward to working with Alan and the Board to unlock the exceptional value inherent in this company."

The complete agreement between Williams and Corvex and Soroban will be filed in a Form 8-K with the Securities and Exchange Commission.

Barclays is serving as financial adviser to Williams and Cravath, Swaine & Moore LLP is serving as its legal adviser. Akin Gump Strauss Hauer & Feld LLP is serving as legal adviser to Corvex and Soroban.