TULSA, Okla. – A unit of Williams (NYSE:WMB) and Duke Energy Field Services have agreed to an exchange of natural gas gathering and processing interests located in Wyoming, Texas and Oklahoma.

Under the agreement, Williams receives Duke Energy Field Services’ 34-percent interest in the Echo Springs processing plant and related gathering system near Wamsutter, Wyo. In addition to operating the facilities, Williams already owns the remaining 66-percent interest in the Echo Springs complex and just finished expanding its capacity to almost 400 million cubic feet per day.

Steve Springer, senior vice president of Williams’ midstream gas and liquids group, said, “We continue to increase our stake in Wyoming because it’s a significant growth basin for producers. New supplies of natural gas create even more demand for our gathering and processing services in the area and also add value to other Williams’ businesses like energy marketing and trading and pipeline transportation.”         

In exchange, Duke Energy Field Services will receive certain assets including Williams’ Oklahoma Hugoton gathering system, and the Baker, Hobart Ranch and South Bishop gas processing plants located near Baker, Okla., Canadian, Texas, and in Ellis County, Okla., respectively.

“These assets are a great strategic fit with our assets in the area, as they will specifically provide supply to plants with existing capacity” said Michael Bradley, senior vice president, Duke Energy Field Services.  “This asset exchange supports our growth strategy of optimizing and rationalizing assets and allows us to offer more service options to our customers.”

The transaction is expected to close during the first quarter of 2002.

About Williams (NYSE: WMB)

Williams, through its subsidiaries, connects businesses to energy, delivering innovative, reliable products and services.  Williams information is available at www.williams.com.

About Duke Energy Field Services

DEFS is a premier North American midstream company that leads or is among the nation’s leaders in the gathering and processing of natural gas, transportation and marketing of NGLs. Other services include transportation, marketing and storage of natural gas. DEFS has 2,700 employees and operates in 11 states across the five largest natural gas producing regions in North America, extending from western Canada to the Gulf Coast. The Denver-based company owns and operates 64 plants, 57,000 miles of pipeline and had revenues of $9 billion and assets if $6 billion in 2000. Current volumes exceed 8 TBtu/d of natural gas and 400,000 Bbls/d of NGLs. DEFS also owns the general partner of TEPPCO Partners, L.P., a publicly traded master limited partnership.

DEFS was formed by combining the Duke Energy and Phillips Petroleum natural gas gathering and processing businesses. Duke Energy owns approximately 70 percent of the joint venture and Phillips Petroleum owns about 30 percent. More information is available about the company at www.defs.com.

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