Summary of ACCESS MIDSTREAM PARTNERS LP

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 . . .